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CORRESP
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    June 27, 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, 2022

    Correspondence dated May 23, 2023

File No. 001-38423

    Attn:
    Division of Corporation Finance

Office of Trade & Services

VIA EDGAR

Dear Kyle Wiley, Christopher Dunham, Rucha Pandit
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 May 23, 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, 2022 filed with the Commission on April 25, 2023 (the “2022 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, 2023 (the “2023 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 2023 Annual Report.

Form 20-F for the Year Ended December 31, 2022

Item 3. Key Information

Licenses and Approvals, page 7

1. We note your response to comment 1. Please
revise to identify your PRC legal counsel referenced in the filing. Your disclosure also provides that you have received all approvals
"explicitly" required. Please clarify in your disclosure whether the company is subject to other approvals not "explicitly"
required.

In response to the Staff’s Comments, the
Company intends to further revise the disclosure under “Licenses and Approvals” on page 7 as follows. The Company will include
comparable disclosure in the 2023 Annual Report.

As advised by Tian Yuan Law Firm, our
PRC legal counsel, we believe our PRC subsidiaries and the VIEs have obtained all licenses and approvals explicitly required and necessary
for the Group’s operations in

China, except; however,
a number of the Group’s operating entities currently do not hold certain licenses and approvals or complete certain regulatory
filings which are not explicitly required under the current PRC laws and regulations to date for their business operations but may be
required in the future if the PRC regulatory authorities change their views as to the interpretation and implementation of such laws
and regulations. To the extent such licenses, approvals or filings are required, the Group’s failure to secure such licenses, permits
or filings in a timely manner, or at all, could have a material adverse impact on its business operations. These licenses, approvals
or filings include the Private School Operating Permit, the License for Online Transmission of Audio-Visual Programs, the Internet Publishing
License, the Value-Added Telecommunications Business Operating License, the Internet News Information License, the Publication License,
and the filing as a live-streaming platform. For details, see as disclosed in “Item 3. Key Information—3.D.
Risk Factors—Risks Related to the Group’s Business—The Group faces risks associated with the lack of a private school
operating permit for 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 the Group’s Business—The Group faces regulatory risks and uncertainties with respect
to the licensing requirement for the online transmission of internet audio-visual programs,” “Item 3. Key Information—3.D.
Risk Factors—Risks Related to the Group’s Business—The failure to obtain and maintain other approvals, licenses, permits
or filings applicable to the Group’s business could have a material adverse impact on the Group’s business, financial conditions
and results of operations,” and “Item 3. Key Information—3.D. Risk Factors—Risks Related to the Group’s
Business—The Group is subject to a variety of laws and other obligations regarding data protection, and any failure to comply with
applicable laws and obligations could have a material adverse effect on the Group’s business, financial condition and results of
operations.”

The Group is subject to a variety of laws and other obligations
regarding data protection . . . , page 29

2. Based on your response to comment 3, it appears
that you did not rely upon an opinion of counsel with respect to your conclusion that you are compliant with PRC laws and regulations
regarding data security. Please revise your disclosure here to clearly state as much and explain why such an opinion was not obtained.

In response to the Staff’s Comments, the
Company intends to further revise the disclosure on page 30 as follows. The Company will include comparable disclosure in the 2023 Annual
Report.

The Group is subject to a variety of laws and other obligations
regarding data protection, and any failure to comply with applicable laws and obligations could have a material adverse effect on the
Group’s business, financial condition and results of operations.

……

These newly promulgated laws and regulations
reflect PRC government further attempts to strengthen the legal protection for the national network security, data security, the security
of critical information infrastructure and the security of personal information protection. For details on regulations over cybersecurity,
data protection and privacy in the PRC, see “Item 4. Information on the Company—4.B. Business Overview—Regulation—Regulations
Relating to Internet Information Security and Privacy Protection.”

Based on the Group’s understanding of
the above PRC laws and regulations and assessment of our cybersecurity, data protection, and privacy practices, the Group’s business
operations do not violate any of the above PRC laws and regulations currently in force in all material aspects except for the uncertainties
as disclosed in this annual report. The Group has not relied upon the opinion of PRC legal counsel with respect to its conclusion that
the Group is compliant with PRC laws and regulations regarding cybersecurity, data protection, and privacy. As advised by Tian Yuan Law
Firm, our PRC legal counsel, the Group is not legally required under PRC laws and regulations to engage an external legal counsel to conduct
a review of its cybersecurity, data protection, and privacy practices in the PRC. The PRC laws and regulations

impose enhanced compliance requirements for
critical information infrastructure operators; however, as of the date of this annual report, the Group has not been identified by the
PRC regulators as a “critical information infrastructure operator” under the relevant cybersecurity laws and regulations.
Nevertheless, the Group strives to adhere to heightened standards of cybersecurity and data privacy for the interests of its users and
shareholders, and accordingly the Group has established compliance procedures and programs to identify and mitigate risks in this regard.
As a result, the Group’s portal system, operation system and major mobile app have achieved scores of approximately 80 / 100 on
tests conducted by independent third-party institutions, which speaks to effective measures adopted by the Group in compliance with applicable
cybersecurity and data privacy laws and regulations. Therefore, we believe that the business operations of the Group do not violate any
of the laws and regulations over cybersecurity and data privacy currently in force in any material aspect. However, should it become necessary
or required under PRC laws and regulations, the Group will promptly engage external legal counsel to assess and provide an opinion on
its compliance status with respect to cybersecurity and data privacy and disclose the findings of such review in accordance with SEC rules.

The Group has been taking and will continue
to take reasonable measures to comply with such the aforementioned laws, regulations, announcement, provisions
and inspection requirements; however, as these laws, regulations, announcements and provisions are relatively new, and the related implementation
rules have not yet been promulgated, it remains uncertain how these laws, regulations, announcements and provisions will be implemented.
For example, there have been no clarifications from the relevant authorities as to the standards for determining whether an activity is
one that “affects or may affect national security”, thus uncertainties remain as to whether the Groups’ data processing
activities shall be subject to a cybersecurity review. In addition, it is uncertain whether the Group shall apply for a security assessment
for their historical outbound data transfer which has been ceased as of the date of this annual report. We cannot assure you the Group
can adapt the operations to these laws, regulations, announcement and provisions in a timely manner. Evolving interpretations of such
laws, regulations, announcements and provisions or any future regulatory changes might impose additional restrictions on or obligations
of the Group generating and processing personal information and other data. The Group may be subject to additional regulations, laws and
policies adopted by the PRC government to apply more stringent social and ethical standards in cybersecurity and data privacy resulting
from the increased global focus on this area. To the extent that the Group needs to alter the Group’s business model or practices
to adapt to these announcement and provisions and future regulations, laws and policies, the Group could incur additional expenses.

Item 16.I.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 118

3. We note your statement that you reviewed
your register of members and public filings made by your shareholders in connection with your required submission under paragraph (a).
Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third-party
certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of
the materials reviewed and legal opinions or third-party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).

Submission under paragraph (a) of Item 16I

In response to the Staff’s comment, the Company
respectfully advises the Staff that it did not rely on any legal opinions or third-party certifications, such as affidavits, as the basis
for its submission under paragraph (a) of Item 16I on Exhibit 15.4 to the 2022 Annual Report (“Exhibit 15.4”) as such third-party
materials are not necessary to the reasonable inquiry made by the management in providing the submission under Exhibit 15.4.

As described in more detail in Holding Foreign
Companies Accountable Act Disclosure, Release No. 34-93701 (the “SEC HFCAA Final Rule”), the SEC acknowledges that “[although]
the interim final amendments prescribed the timing and means by which such submissions were made, neither they nor the HFCA Act

specified the particular types of documentation
that could or should be submitted for this purpose.” See SEC HFCAA Final Rule (emphasis added).

The Company believes that the SEC HFCAA Final Rule
provides flexibility to Commission-Identified Issuers (as defined in the Holding Foreign Companies Accountable Act (“HFCA Act”))
to “permit Commission-Identified Issuers to determine the appropriate documentation to review and submit in response to the requirement,
based on their organizational structure and other registrant-specific factors.” See SEC HFCAA Final Rule. In particular,
the SEC specifically declined to “provide an exclusive or non-exclusive list of what documentation may demonstrate that the registrant
is not owned or controlled by the relevant governmental entity. [The SEC] believe[s] that such a list may be too limiting or become the
de facto means of satisfying the requirement. [The SEC] believe[s] that Commission-Identified Issuers should instead make a determination
of what documentation meets the requirement for their particular company. [The SEC] also believe[s] that not prescribing the specific
documentation Commission-Identified Issuers must submit will limit compliance costs and could result in more relevant information being
provided to investors.” See SEC HFCAA Final Rule (emphasis added).

The Company has specified in its submission under
paragraph (a) of Item 16I in Exhibit 15.4 to the 2022 Annual Report that it has identified the appropriate documents in response to the
requirement under paragraph (a) of Item 16I based on its organizational structure and other registrant-specific factors, namely, its register
of members and public filings made by its major shareholders. In addition, the Company believes that determining whether a particular
entity is owned or controlled by a governmental entity in the foreign jurisdiction is a matter of factual inquiry rather than a legal
issue that can be addressed by external counsel’s legal opinions. Therefore, the Company believes that legal opinions are not the
appropriate documents to satisfy the requirement under paragraph (a) of Item 16I.

Additionally, the Company believes that it may
not be feasible or practical to request third-party certifications, such as affidavits, from its shareholders. The Company recognizes
that while the obligation to file Schedule 13G/13D is imposed on the relevant shareholders under the Exchange Act, the disclosure requirements
outlined in Item 16I are obligations of the Commission-Identified Issuers (rather than the obligations of their shareholders). Therefore,
the Company believes that it is not reasonable for the Company to request its shareholders to provide written certifications, including
affidavits, considering the unique nature of these company-specific obligations.

As the Company has disclosed in its submission
under paragraph (a) of Item 16I in Exhibit 15.4, based on an examination of the Company’s register of members and public filings
made by the Company’s shareholders, the Company believes it had a reasonable basis to conclude that it is not controlled by a foreign
government entity. As provided in Exhibit 15.4, as of March 31, 2023, Studyvip Online Education Limited, PV PLUTO LIMITED, MARBLE FAITH
LIMITED, ELITE CONCEPT HOLDINGS LIMITED, SCuPt Global Limited and Affiliates of Orchid Asia own approximately 30.1%, 11.9%, 9.2%, 8.1%,
5.1% and 5.1%, respectively, of the Company’s total outstanding shares. Additionally, based on publicly available information and
the Company’s further inquiries to certain shareholders, to the best knowledge of the Company as of the date of this response letter,
(i) Studyvip Online Education Limited is wholly owned by MARBLE FAITH LIMITED, which is ultimately wholly owned by EQUIOM FIDUCIARY SERVICES
(HONG KONG) LIMITED, both of which are organizations independent from foreign government entities; and is ultimately controlled by Mr.
Peng Ou, a natural person not affiliated with any foreign government entities; (ii) PV PLUTO LIMITED is wholly owned by Primavera Capital
Fund II L.P., a privately held global investment firm that is independent from foreign government entities; (iii) MARBLE FAITH LIMITED
is wholly owned by EQUIOM FIDUCIARY SERVICES (HONG KONG) LIMITED, an o