November 22, 2019

Zhe Wang
Chairman, Chief Executive Officer, and Director
TIAN RUIXIANG Holdings Ltd.
21A Jingyuan Art Center, 3 Guangqu Road
Chaoyang District, Beijing 100124

       Re: TIAN RUIXIANG Holdings Ltd.
           Amendment No. 1 to Draft Registration Statement on Form F-1
           Submitted November 6, 2019
           CIK No. 0001782941

Dear Mr. Wang:

      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 submitted November
6, 2019

Cover Page

1.     We note your response to prior comment 1. Please provide us a legal
analysis supporting
       your determination that five business days meets the requirement that
funds be returned
       "promptly" under Rule 10b-9, citing all authority on which you are
relying.
Prospectus Summary
Our Challenges and Risks, page 3

2.     We note your revisions in response to our prior comment 6. Please expand
your
       disclosure to provide examples of material risks that are specific to
your business. Such
 Zhe Wang
TIAN RUIXIANG Holdings Ltd.
November 22, 2019
Page 2
         risks may include, but not be limited to, your limited operating
history and the risks and
         uncertainties resulting from your VIE structure.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 45

3.       In several places throughout the discussion of your results of
operations for the annual
         periods October 31, 2017 and 2018 and interim periods April 30, 2018
and 2019, you
         attribute fluctuations to your "business expansion." Please revise
your disclosure to
         describe the events/actions that have occurred that resulted in the
business expansion,
         including the dates.
Notes to Consolidated Financial Statements
Note 1: Organization and Nature of Operations, page F-7

4.     We acknowledge your response to prior comment 25.
         Please tell us why there were no intangible assets or goodwill
associated with the
          acquisition of Zhejiang Tianruixiang Insurance Broker Co. Ltd. (TRX
ZJ) by RB
          Wealth on May 30, 2016. In this regard, it appears that TRX ZJ was
owned by
          unrelated parties prior to this acquisition and appears that at least
some intangible
          assets should have been identified in acquisition accounting even if
a bargain
          purchase existed at that time. In your response:
            o  Tell us the consideration conveyed by RB Wealth in the
acquisition;
            o  Provide us a summary historical balance sheet of TRX ZJ on the
date of
               acquisition; and
            o  Tell us the fair value assigned to all assets acquired and
liabilities assumed at
               the date of acquisition.
         The intent of our comment is to help us evaluate your compliance with
ASC 810-10-
          30-1. Please confirm, that:
            o  TRX ZJ was recorded in the TRX consolidated financial statements
at the
               amounts at which it was carried at in the accounts of WDZG
Consulting., the
               entity that acquired TRX ZJ from RB Wealth in a common control
transaction;
               and
FirstName LastNameZhewas recorded by WDZG Consulting in connection with its
common
            o  TRX ZJ Wang
Comapany NameTIAN RUIXIANG Holdings Ltd. at the amounts at which it was carried
at in
               control transaction with RB Wealth
November 22, 2019 accounts of RB Wealth.
               the Page 2
FirstName LastName
 Zhe Wang
FirstName LastNameZhe Wang
TIAN RUIXIANG Holdings Ltd.
Comapany 22, 2019
November NameTIAN RUIXIANG Holdings Ltd.
Page 3
November 22, 2019 Page 3
FirstName LastName
        You may contact Mark Brunhofer at 202-551-3638 or Jim B. Rosenberg at
202-551-
3679 if you have questions regarding comments on the financial statements and
related
matters. Please contact Irene Paik at 202-551-6553 or Mary Beth Breslin at
202-551-3625 with
any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Finance
cc:      Ying Li