April 15, 2020

Jack Jiajia Huang
Chairman and Chief Executive Officer
China Online Education Group
6th Floor Deshi Building North
Shangdi Street, Haidian District
Beijing 100085
People's Republic of China

       Re: China Online Education Group
           Registration Statement on Form F-3
           Filed April 6, 2020
           File No. 333-237575

Dear Mr. Huang:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form F-3 filed April 6, 2020

General

1.     We note that Section 7.6 of your Deposit Agreement, Governing Law and
Jurisdiction,
       provides that: "the Depositary, in its sole discretion, shall be
entitled to refer [certain]
       dispute[s] or difference[s] for final settlement by arbitration;" and
"[e]ach party to the
       deposit agreement . . . hereby irrevocably waives . . . any right it may
have to a trial by
       jury." Please include a description of these provisions in your filing,
and clearly
       disclose the extent to which these provisions apply to federal
securities law claims. If
       these provisions apply to federal securities law claims, please disclose
that investors
       cannot waive compliance with the federal securities laws and the rules
and regulations
 Jack Jiajia Huang
China Online Education Group
April 15, 2020
Page 2
      promulgated thereunder by agreeing to these provisions. Also, please
provide risk factor
      disclosure including, but not limited to, increased costs to bring a
claim, limited access to
      information and other imbalances of resources between the company and
shareholders,
      and that these provisions can discourage claims or limit shareholders'
ability to bring a
      claim in a judicial forum that they find favorable. Disclose any
uncertainty as to
      the enforceability of these provisions, and any impacts of limitations on
claims arising
      under other applicable state or federal laws.

      As a related matter, Section 7.6 also includes an exclusive forum clause
limiting claims
      to federal or state courts in the City of New York. Please clearly
disclose whether this
      provision applies to actions arising under the Securities Act or Exchange
Act. If this
      provision applies to federal securities law claims, please revise your
filing to enhance your
      description of the provision and to provide risk factor disclosure
regarding the provision.
      If the provision applies to Securities Act claims, please also revise
your filing to state that
      there is uncertainty as to whether a court would enforce such provision
and that investors
      cannot waive compliance with the federal securities laws and the rules
and regulations
      thereunder.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.



                                                             Sincerely,
FirstName LastNameJack Jiajia Huang
                                                             Division of
Corporation Finance
Comapany NameChina Online Education Group
                                                             Office of Trade &
Services
April 15, 2020 Page 2
cc:       Z. Julie Gao
FirstName LastName