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                             June 11, 2020

       Carlos Henrique Boquimpani de Freitas
       Chief Financial Officer
       Vitru Ltd
       Rodovia Jos  Carlos Daux, 5500
       Torre Jurer  A, 2nd floor
       Saco Grande, Florian polis
       State of Santa Catarina, 88032-005, Brazil

                                                        Re: Vitru Ltd
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted June 3,
2020
                                                            CIK 0001805012

       Dear Mr. Boquimpani de Freitas:

             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 S-1

       Integrated Marketing Model, page 7

   1.                                                   We note your response
to comment 17. Please clarify whether any customer acquisition
                                                        costs are recognized as
assets. If so, explain to us the basis for your treatment and the
                                                        amount recorded as
assets for the latest balance sheet date presented. Refer to IFRS 15,
                                                        paragraphs 91 to 94,
and 127 to 129.
 Carlos Henrique Boquimpani de Freitas
Vitru Ltd
June 11, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Revenue Recognition and Seasonality, page 81

2.       In the paragraph immediately above the table on page 82 you state
discounts to incoming
         students are lower in the second and fourth quarters of each year. As
this appears to
         impact the amount and timing of your cash flows generated by revenue,
please disclose
         why.
Strong Network of Hub Partners, page 133

3.       We note your response to comment 12 and we reissue the comment in
part. In this regard,
         we note your revisions to the disclosure related to the material terms
of your hub
         agreements. However, we do not note revisions related to pricing
terms. Please revise
         your disclosure to include a discussion of material terms of such
agreements, such as
         pricing terms, or tell us where such disclosure has been included.
Note 23. Revenue, page F-45

4.       We note your response to comment 16 regarding the ProUni incentive.
You disclose (i)
         the Brazilian federal government grants a number of full and partial
scholarships through
         the ProUni program, (ii) your revenue from tuition is recognized net
of scholarships
         offered by the program, and (iii) the preparation of your consolidated
financial statements
         requires you to make judgments, estimates and assumptions that affect,
among other
         things, the reported amount of revenues. It appears from note 23 the
amount of revenue
         reduction associated with scholarships of the ProUni program is
material. With reference
         to paragraphs 123(b) and 126(a) of IFRS 15, please tell us and
disclose the judgments
         made or other inputs considered in determining the transaction price
regarding the net
         tuition recognized associated with the ProUni program. For example,
disclose how the
         amount of scholarships (and related reduction of revenue) for the
program is determined.


       You may contact Robert Shapiro, at 202-551-3273, or Doug Jones, at
202-551-3309, if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennifer L pez, at 202-551-3792, or Lilyanna Peyser, at 202-551-3222,
with any other
questions.



                                                      Sincerely,
FirstName LastNameCarlos Henrique Boquimpani de Freitas
Comapany NameVitru Ltd
                                                      Division of Corporation
Finance
June 11, 2020 Page 2                                  Office of Trade &
Services
FirstName LastName