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                             September 13, 2022

       Anqiang Chen
       Financial Controller
       Tuniu Corporation
       Tuniu Building No. 32
       Suningdadao, Xuanwu District
       Nanjing, Jiangsu Province 210042
       The People   s Republic of China

                                                        Re: Tuniu Corporation
                                                            Form 20-F for
Fiscal Year Ended December 31, 2021
                                                            File No. 001-36430

       Dear Mr. Chen:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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.

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

       Item 3. Key Information
       Our Holding Company Structure and Contractual Arrangements with the VIE,
page 3

   1.                                                   Please explain whether
the VIE structure is used to provide investors with exposure to
                                                        foreign investment in
China-based companies where Chinese law prohibits direct foreign
                                                        investment in the
operating companies. In addition, please expand your disclosure to state
                                                        that investors may
never hold equity interests in the Chinese operating company and
                                                        acknowledge that
Chinese regulatory authorities could disallow the VIE structure, which
                                                        would likely result in
a material change in your operations and/or a material change in the
                                                        value of your ADSs,
including that it could cause the value of such securities to
                                                        significantly decline
or become worthless.
   2.                                                   Please expand your
disclosure to address how recent statements and regulatory actions by
 Anqiang Chen
FirstName LastNameAnqiang Chen
Tuniu Corporation
Comapany 13,
September NameTuniu
              2022    Corporation
September
Page 2    13, 2022 Page 2
FirstName LastName
         China   s government, such as those related to the use of variable
interest entities and data
         security or anti-monopoly concerns, have or may impact the company   s
ability to conduct
         its business, accept foreign investments, or list on a U.S. or other
foreign exchange.
Permissions Required from the PRC Authorities for Our Operations, page 4

3.       Please expand your disclosure to state whether you, your subsidiaries,
or VIEs are covered
         by permissions requirements from the China Securities Regulatory
Commission (CSRC),
         Cyberspace Administration of China (CAC) or any other governmental
agency that is
         required to approve the VIE   s operations, and state affirmatively
whether you have
         received all requisite permissions or approvals and whether any
permissions or approvals
         have been denied. Please also describe the consequences to you and
your investors if you,
         your subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or
         approvals, (ii) inadvertently conclude that such permissions or
approvals are not required,
         or (iii) applicable laws, regulations, or interpretations change and
you are required to
         obtain such permissions or approvals in the future.
The Holding Foreign Companies Accountable Act, page 4

4.       We note your disclosure on page 33 that you expect to be identified as
a    Commission
         Identified Issuer    shortly after the filing of this annual report on
Form 20-F. Please update
         your disclosure to state that you have been included in the list of
issuers identified under
         the HFCAA.
D. Risk Factors, page 11

5.       Please revise the order of your Summary of Risk Factors and subsequent
Risk Factor
         section to place the    Risks Related to Our Corporate Structure
and    Risks Related to
         Doing Business in China    as the first two risk factors.
Risks Related to Our Corporate Structure, page 27

6.       Please revise to include a risk factor that describes the significant
liquidity risks that your
         corporate structure and being based in or having the majority of the
company   s operations
         in China poses to investors. Please also include a cross-reference to
this risk factor in your
         Summary of Risk Factors.
Substantial uncertainties and restrictions exist with respect to the
interpretation and application
of PRC laws and regulations ..., page 27

7.       Revise your risk factor to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         ADSs 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.
 Anqiang Chen
Tuniu Corporation
September 13, 2022
Page 3

       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Shannon
Buskirk, Staff Accountant, at 202-551-3717 with any questions.



FirstName LastNameAnqiang Chen                            Sincerely,
Comapany NameTuniu Corporation
                                                          Division of
Corporation Finance
September 13, 2022 Page 3                                 Office of Energy &
Transportation
FirstName LastName