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                            October 30, 2020

       Andy Chang Liu
       Chief Executive Officer
       17 Education & Technology Group Inc.
       16/F, Block B, Wangjing Greenland Center
       Chaoyang District, Beijing 100102
       People   s Republic of China

                                                        Re: 17 Education &
Technology Group Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted October
20, 2020
                                                            CIK No. 0001821468

       Dear Mr. Liu:

             We have reviewed your amended draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form F-1

       Prospectus Summary, page 1

   1.                                                   We note your response
to our prior comment 2 and reissue it in part. Please provide a
                                                        breakdown of the
percentages that you capture in primary, middle, and high schools for
                                                        your in-school
classroom solutions. Please include similar disclosure in your Business
                                                        section.
 Andy Chang Liu
FirstName LastNameAndy
17 Education & TechnologyChang
                          GroupLiu
                               Inc.
Comapany
October 30,Name17
            2020 Education & Technology Group Inc.
October
Page 2 30, 2020 Page 2
FirstName LastName
Risk Factors, page 61

2.       We note your risk factors that discuss your dual-class ordinary
shares. Please revise your
         disclosure to include:
             that holders of Class B ordinary shares will also have the ability
to control matters
              requiring shareholder approval, including any amendment of
organization documents;
             that any future issuances of Class B ordinary shares may be
dilutive to the voting
              power of Class A ordinary shareholders; and
             the impact of the conversion of Class B ordinary shares on holders
of Class A
              ordinary shares, including dilution and the reduction in
aggregate voting power, as
              well as the potential increase in the relative voting power if
one of the Class B
              holders retains their shares.
         Please include similar disclosure under "Description of Share
Capital."
An ADS holder's right to pursue claims against the depositary..., page 67

3.       Your disclosure indicates that the depositary has the right to refer
any claims arising from
         the deposit agreement for arbitration. Please further disclose here
and under Governing
         Law how the arbitration provision impacts ADS holders, whether this
provision applies to
         actions arising under the Securities Act or Exchange Act, and address
any question as to
         the enforceability of the arbitration provision. If these provisions
apply to federal
         securities law claims, please disclose in both your registration
statement and
         the depositary agreement that investors will not be deemed to have
waived the company   s
         or the depositary   s compliance with the federal securities laws and
the rules and
         regulations thereunder.
Description of Share Capital, page 178

4.       Please explain how, with your dual-class structure with different
voting rights, you will
         determine whether more than 50 percent of your outstanding voting
securities are owned
         of record by U.S. residents for purposes of satisfying the foreign
private issuer definition.
         Please refer to Securities Act Rule 405, Exchange Act Rule 3b-4, and
Securities Act Rules
         Compliance and Disclosure Interpretation 203.17.
5.       Please disclose the percentage of outstanding shares that Class B
ordinary
         shareholders must keep to continue to control the outcome of matters
submitted to
         shareholders for approval.
 Andy Chang Liu
FirstName LastNameAndy
17 Education & TechnologyChang
                          GroupLiu
                               Inc.
Comapany
October 30,Name17
            2020 Education & Technology Group Inc.
October
Page 3 30, 2020 Page 3
FirstName LastName
       You may contact Scott Stringer at (202) 551-3272 or Jim Allegretto at
(202) 551-3849 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:      Z. Julie Gao