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September 13, 2023
Shannon Shen
Chief Financial Officer
Gaotu Techedu Inc.
5F, Gientech Building, 17 East Zone,
10 Xibeiwang East Road
Haidian District, Beijing 100193
People’s Republic of China
Re:Gaotu Techedu Inc.
Report of Foreign Issuer on Form 6-K Filed February 28, 2023
Annual Report on Form 20-F for the Fiscal Year Ended December 31, 2022
Response Dated July 13, 2023
Dear Shannon Shen:
            We have reviewed your July 13, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 13, 2023 letter.
Response Dated July 13, 2023
Cash Flows through Our Organization
1.We note your response to comment 5 and we reissue it in part.  Please provide a cross-
reference to the condensed consolidating schedule in addition to the consolidated financial
statements.
If the PRC government finds that the agreements that establish the structure for operating certain
of our operations ...
2.We note your proposed amended disclosure in response to comment 11, specifically the
portion that states that "... we could be subject to severe penalties or be forced to

 FirstName LastNameShannon Shen
 Comapany NameGaotu Techedu Inc.
 September 13, 2023 Page 2
 FirstName LastName
Shannon Shen
Gaotu Techedu Inc.
September 13, 2023
Page 2
relinquish our interests in those operations."  Please revise to replace with the fact
that your securities may decline in value or become worthless if the determinations,
changes, or interpretations result in your inability to assert contractual control over the
assets of your PRC subsidiaries or the VIEs that conduct all or substantially all of your
operations.
Item 3. Key Information
3.We note your proposed amended disclosure in response to comment 3.  Please provide
your proposed amended structure chart that includes dashed lines without arrows to depict
relationships with the VIE. Additionally, identify here the entity in which investors are
purchasing their interest and the entity(ies) in which the company's operations are
conducted. Finally, please confirm that other than the ownership noted in footnote 1, all
other entities are 100% owned as shown in the structure chart.
Our Holding Company Structure and Contractual Arrangements with the VIE
4.We note your proposed amended disclosure in response to comment 2 and we reissue it.
Please disclose that the VIE structure provides unique risks to investors and disclose that
Chinese law prohibits direct foreign investment in the operating companies. We also note
your proposed statement that "laws and regulations in Chinese mainland restricts direct
foreign investment." Please tell us whether the characterization of "restricts" or "prohibits"
is appropriate in the case of your business in the context of the Negative List.
Permissions Required from the PRC Authorities for Our Operations
5.We note that your proposed disclosure in response to comment 8.  Please state whether
you relied on the opinion of counsel with respect to any permissions or approvals that are
or may be required by the CSRC, CAC, or any other governmental agency. If not, please
state as much and explain why such an opinion was not obtained.
Summary of Risk Factors
6.We note your proposed amended disclosure in response to comment 9.  Please revise to
specifically note that the Chinese government may intervene or influence your operations
at any time. Also, please specifically note that 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 your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

 FirstName LastNameShannon Shen
 Comapany NameGaotu Techedu Inc.
 September 13, 2023 Page 3
 FirstName LastName
Shannon Shen
Gaotu Techedu Inc.
September 13, 2023
Page 3
            You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Cara Wirth at 202-551-7127 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yilin Xu, Esq.