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CORRESP
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    April 4, 2023

    Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Re:

    Sunlands Technology Group

Form 20-F for the Year Ended December 31, 2021

    Correspondence dated January 12, 2023

    File No. 001-38423

    Attn:
    Division of Corporation Finance

Office of Trade & Services

VIA EDGAR

Dear Nasreen Mohammed, Joel Parker, Alyssa Wall
and Taylor Beech:

This letter sets forth the responses of Sunlands
Technology Group (the “Company”) to the comments (the “Comments”) the Company received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) in a letter dated March 10, 2023.

For the Staff’s convenience, we have included
herein the Comments in bold, and the Company’s responses are set forth immediately below the Comments.

General Note to the Staff:

The Company respectfully submits in this letter
its proposed amendments to the disclosures contained in the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2021 filed with the Commission on April 27, 2022 (the “2021 Annual Report”) (with new language indicated by underlines
and deleted language indicated by strike-through marks). The Company undertakes to include the proposed disclosures substantially as set
forth below in its annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “2022 Annual Report”), subject
to the Staff’s further review and comment with appropriate revisions and updates to reflect the Company’s circumstances at
the time when it files the 2022 Annual Report.

Correspondence Filed January 12, 2023

Item 3. Key Information, page 1

1.       We
note your response to comment 6 and proposed revised future disclosure. The disclosure regarding permissions or approvals should not be
limited by materiality. Please make appropriate revisions to your disclosure. Additionally, we note that you do not appear to have relied
upon an opinion of counsel with respect to your conclusions that you do not need any additional permissions and approvals to operate your
business and to offer securities to investors, aside from the CAC cybersecurity review. If you did not rely upon an opinion of counsel,
please state as much an explain why such an opinion was not obtained. Lastly, where you disclose that you are not required to obtain permissions
to offer securities or maintain your NYSE listing status, please revise to ensure your disclosure also states whether you are required
to obtain such permissions to operate your business.

Response

In response to the Staff’s Comments, the Company intends to further
revise the disclosure under “Licenses and Approvals” on page 63 as follows and include such revised disclosure prominently
on page 2 of the 2021 Annual Report under “Item 3. Key Information.” The Company respectfully submits that the Company is
not legally required under PRC laws and regulations to seek a formal legal opinion from an external counsel with respect to the necessity
of permissions and approvals, which was concurred by its PRC legal counsel. Nonetheless, the Company has consulted with its PRC legal
counsel as to the aforesaid matters and has relied upon the advice of its PRC legal counsel to support the relevant analysis and conclusions
as disclosed in the 2021 Annual Report. The Company will also include comparable disclosure in the 2022 Annual Report.

Licenses and Approvals

As advised by our PRC legal counsel,
we believe Oour PRC subsidiaries and the VIEs have obtained all material licenses and approvals
explicitly required and necessary for our and the VIEs’ operations in China, except as disclosed in “Item
3. Key Information—3.D. Risk Factors-Risk Related to Our Business—We face risks associated with our the
lack of a private school operating permit for our online education services as well as uncertainties surrounding PRC
laws and regulations governing the education industry in general, including the Law for Promoting Private Education and its Implementation
Rules”, “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business—We face regulatory risks
and uncertainties with respect to the licensing requirement for the online transmission of internet audio-visual programs”, and
“Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business—OurThe failure
to obtain and maintain other approvals, licenses, permits or filings applicable to our or the VIEs’ business could have a
material adverse impact on our and the VIEs’ business, financial conditions and results of operations.,”
and “Item 3. Key Information—3.D. Risk Factors—Risks Related to Our Business—We are subject to a variety of
laws and other obligations regarding data protection, any failure to comply with applicable laws and obligations could have a material
adverse effect on our and the VIEs’ business, financial condition and results of operations.”

The following table sets forth a
list of material licenses and approvals, subject to further renewal, that our PRC subsidiaries and the VIEs are
explicitly required to obtain and necessary and have obtained to carry out our and the VIEs’ operations
in China as of the date of this annual report and none of such licenses and approvals obtained had been denied or rescinded.

    License

    Entity
Holding the License

    Status

    Value-added telecommunications business license (ICP certificate)
    Beijing Sunlands (VIE)
    Obtained

    Beijing Yuanmashijie Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Wuhan Fangtang Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Beijing Feibian Education Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Beijing Zhiziyuanshui Education Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Beijing Jiayan Online Education Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Wuhan Xingui Online Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Publication business operating license
    Beijing Sunlands (VIE)
    Obtained

    Wuhan Shangde (PRC subsidiary)
    Obtained

    Wuhan Chengyun Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Wuhan Fangtang Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Wuhan Xiaoyan (VIE)
    Obtained

    2

    Wuhan Jiayan (VIE)
    Obtained

    Beijing Feibian Education Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Beijing Baobian Consumer Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Chengdu Xin Ketang Culture Transmission Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Wuhan Shuhan Fenglin Cultural Development Co. Ltd. (Subsidiary of a VIE)
    Obtained

    Beijing Zhiziyuanshui Education Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    License for the Production and Operation of Radio and Television Program
    Beijing Sunlands (VIE)
    Obtained

    Food Business License
    Beijing Feibian Education Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Beijing Baobian Consumer Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

    Shenzhen Baobian Consumer Technology Co., Ltd. (Subsidiary of a VIE)
    Obtained

Given the uncertainties of interpretation
and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities, we or any of the
VIEs may be required to obtain additional licenses, permits, filings, registrations or approvals for business operations in the future.
If we are or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain
any of the required licenses, permits, filings, registrations or approvals, the relevant PRC regulatory authorities would have broad discretion
to take action in dealing with such violations or failures. In addition, if we or any of the VIEs had inadvertently concluded that such
licenses, approvals, permits, registrations or filings were not required, or if applicable laws, regulations or interpretations change
in a way that requires us or any of the VIEs to obtain such licenses, approval, permits, registrations or filings in the future, we or
the relevant VIEs may be unable to obtain such necessary licenses, approvals, permits, registrations or filings in a timely manner, or
at all, and such licenses, approvals, permits, registrations or filings may be rescinded even if obtained. Any such circumstance may subject
us or the relevant VIEs to fines and other regulatory, civil or criminal liabilities, and we or the relevant VIEs may be ordered by the
competent government authorities to suspend relevant operations, which will materially and adversely affect our or the VIEs’ business
operation. For risks relating to licenses and approvals required for business operations in China, see “Item 3. Key Information—3.D.
Risk Factors—Risks Related to Our Business.”

As advised by our PRC legal counsel,
under the currently effective PRC laws and regulations, except as disclosed in “Item 3. Key Information—3.D. Risk Factors—Risks
Related to Our Business—We are subject to a variety of laws and other obligations regarding data protection, any failure to comply
with applicable laws and obligations could have a material adverse effect on our and the VIEs’ business, financial condition and
results of operations”, the Company, its subsidiaries and the VIEs are not subject to the permission requirements from the CAC with
respect to their respective business operations, based on the fact that, as of the date of this annual report, none of the Company, its
subsidiaries and the VIEs has been identified by any PRC governmental authority as an “critical information infrastructure operator”
that will be subject to the CAC’s cybersecurity review requirements. However, there remain uncertainties on the interpretation and
implementations of the Cybersecurity Review Measures and other laws and regulations regarding cybersecurity and data protection. If the
CAC or other regulatory agencies subsequently require that their approvals be obtained for our or the VIEs’ respective data processing
activities, we may be unable to obtain such approvals in a timely manner,

    3

or at all, and such approvals
may be rescinded even if obtained. For details, see “Item 3. Key Information—Recent Regulatory Development Draft Cybersecurity
Measures.”

In addition, the PRC government
has recently indicated an intent to exert more oversight over overseas securities offerings and published a series of laws and regulations
to regulate such transactions. In connection with our prior overseas offerings and NYSE listing status, as of the date of this annual
report, we (i) have not been required to obtain any permission from or complete any filing with the CSRC, and (ii) have not been required
to go through a cybersecurity review by the CAC. As advised by our PRC legal counsel, under the currently effective PRC laws and regulations,
we, as a company that has been listed on a foreign stock exchange before the promulgation of the Revised Cybersecurity Review Measures,
are not required to go through a cybersecurity review by the CAC to conduct a security offering or maintain our listing status on the
NYSE, based on their consultation with competent government authorities. According to the press conference held by CSRC for the release
of the Overseas Listing Trial Measures and the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies,
we, as a company that has been listed on a foreign stock exchange prior to the effective date of the Overseas Listing Trial Measures,
are not required to complete the filing with the CSRC to maintain our listing status on the NYSE, but we may be required to undergo the
filing procedures with the CSRC for our future offerings, listing or any other capital raising activities. Since the Overseas Listing
Trial Measures were newly promulgated, there remain significant uncertainties surrounding the interpretation, application and enforcement
of such measures. If we are required to complete the filing procedure with the CSRC under the Overseas Listing Trial Measures for any
of our future offerings, listing or any other capital raising activities, it is uncertain whether we could complete such filing procedure
as required in a timely manner, or at all, and such filings may be rescinded even if completed. Any such circumstance could subject us
to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our
ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
For more detailed information, see “Item 3. Key Information—3.D. Risk Factors—Risks Related to Doing Business in China—The
approval, filing or other requirements of the China Securities Regulatory Commission or other PRC government authorities may be required
under PRC law in connection with our issuance of securities overseas and if required, we cannot predict whether or for how long we will
be able to obtain such approval or complete such filing or other requirements.”

Summary of Risk Factors, page 2

2.       We
note your summary risk factors and disclosure of risks related to doing business in China. Please revise to include cross-references to
the relevant individual detailed risk factors in that section.

Response

In response to the Staff’s Comments, the
Company intends to revise the Summary of Risk Factors on page 2 of the 2021 Annual Report as follows and include comparable disclosure
in the 2022 Annual Report.

Risks Related to Doing Business in China

 · The approval, filing or other requirements of the China Securities Regulatory Commission, the Cyberspace
Administration of China, or other PRC government authorities may be required under PRC law in connection with our issuance of securities
overseas. For details, please see page 27.

 · Changes in China’s economic, political or social conditions or government policies could have
a material adverse effect on our business and operations. For details, please see page 28.

 · Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement
of laws, and sudden or unexpected changes in policies, laws and regulations in China,

    4

could adversely affect us. The
enforcement of laws and rules and regulations in China may change quickly with little advance notice, which could result in a material
adverse change in our and the VIEs’ operations and the value of our ADSs. For details, please see pages 28 to 29.

 · The PRC government’s significant oversight over our and the VIEs’ business operation
in China could result in a material adverse change in our and the VIEs’ operations in China and the value of our ADSs. The Chinese
government may intervene or influence our and the VIEs’ operations in China at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers. Any actions by the Chinese government to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely
hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline
or become worthless. For details, please see page 29.

 · You may experience difficulties in effecting service of legal process, enforcing foreign judgments
or bringing actions in China against us or our management named in the annual report based on foreign laws. For details, please see
page 29.

 · We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any
cash and financing requirements we may have, and any limitation on the ability of our PRC sub