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                             May 2, 2022

       Zhuangkun He
       Chief Executive Officer
       Ucommune International Ltd
       Floor 8, Tower D
       No. 2 Guang Hua Road
       Chaoyang District, Beijing
       People   s Republic of China, 100026

                                                        Re: Ucommune
International Ltd
                                                            Amendment No. 6 to
Registration Statement on Form F-1 on Form F-3
                                                            Filed April 11,
2022
                                                            File No. 333-257664

       Dear Mr. He:

              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.

       Amendment No. 6 to Form F-1 on Form F-3 Filed April 11, 2022

       Cover Page

   1.                                                   We note your disclosure
in response to comment 1. Please revise your registration
                                                        statement to disclose
how you will refer to the holding company, subsidiaries, and VIEs
                                                        when providing
disclosure throughout, and please disclose the entity to which the term
                                                        "we" refers or revise
to remove these references, as previously requested. In this regard,
                                                        we note the use of the
term "we" in several places on the cover page as well as throughout
                                                        the registration
statement.
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun     He
            International Ltd
Comapany
May  2, 2022NameUcommune International Ltd
May 2,
Page 2 2022 Page 2
FirstName LastName
2.       We note your disclosure in response to comment 3. Please expand your
disclosure here
         and disclose in the summary risk factors and risk factors sections to
state that, to the extent
         cash in the business is in the PRC or a PRC entity, the funds may not
be available to fund
         operations or for other use outside of the PRC due to interventions in
or the imposition of
         restrictions and limitations on the ability of you, your subsidiaries,
or the consolidated
         VIEs by the PRC government to transfer cash. On the cover page,
provide cross-
         references to these other discussions.
3.       To the extent you have cash management policies that dictate how funds
are transferred
         between you, your subsidiaries, the consolidated VIEs or investors,
summarize the
         policies on your cover page and in the prospectus summary, and
disclose the source of
         such policies (e.g., whether they are contractual in nature, pursuant
to regulations, etc.);
         alternatively, state on the cover page and in the prospectus summary
that you have no
         such cash management policies that dictate how funds are transferred.
Provide a cross-
         reference on the cover page to the discussion of this issue in the
prospectus summary.
Prospectus Summary, page 1

4.       We re-issue comment 4 in part. Where you discuss permissions or
approvals necessary to
         operate your business, please expand to specifically address the
consequences to you and
         your investors if you, your subsidiaries, or the VIEs inadvertently
conclude that any
         permissions or approvals are not required or applicable laws,
regulations, or
         interpretations change and you are required to obtain such permissions
or approvals in the
         future.
 Zhuangkun He
FirstName
UcommuneLastNameZhuangkun     He
            International Ltd
Comapany
May  2, 2022NameUcommune International Ltd
May 2,
Page 3 2022 Page 3
FirstName LastName
5.       Also, we note your indication that you relied upon the legal advice of
your counsel with
         respect to any requirement to obtain licenses, approvals and
permissions to offer
         securities. Clarify whether such advice extends to your disclosure
that discusses the
         requirements to obtain licenses, approvals and permissions to operate
your business and, if
         not, explain why not.
        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.

       You may contact Stacey Peikin at 202-551-6223 or Mara Ransom at
202-551-3264 if you
have any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services