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                             August 3, 2023

       Michael Chao Du
       Chief Financial Officer
       17 Education & Technology Group Inc.
       16/F, Block B, Wangjing Greenland Center
       100102 People   s Republic of China

                                                        Re: 17 Education &
Technology Group Inc.
                                                            Annual Report on
Form 20-F
                                                            Filled April 26,
2023
                                                            File No. 001-39742

       Dear Michael Chao Du:

              We have reviewed your filing 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.

       Annual Report on Form 20-F filed April 26, 2023

       Item 3. Key Information, page 4

   1.                                                   We note that certain of
your subsidiaries are located in Hong Kong. Revise to discuss the
                                                        applicable laws and
regulations in Hong Kong, including how regulatory actions related to
                                                        data security or
anti-monopoly concerns in Hong Kong have or may impact the
                                                        company   s ability to
conduct its business, accept foreign investment or list on
                                                        a U.S./foreign
exchange.
       Our Holding Company Structure and Contractual Arrangements with the
VIEs, page 4

   2.                                                   Please revise to expand
your disclosure about the risks associated with your contractual
                                                        arrangements with the
VIEs. State that this structure involves unique risks to
                                                        investors. 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. Your disclosure should acknowledge that Chinese
 Michael Chao Du
FirstName  LastNameMichael Chao Inc.
                                 Du
17 Education & Technology Group
Comapany
August     Name17 Education & Technology Group Inc.
       3, 2023
August
Page 2 3, 2023 Page 2
FirstName LastName
         regulatory authorities could disallow this structure, which would
likely result in a material
         change in your operations and/or a material change in the value of
your securities,
         including that it could cause the value of such securities to
significantly decline or become
         worthless.
3.       Please revise to provide early in the document a diagram of the
company   s corporate
         structure, identifying the person or entity that owns the equity in
each depicted entity.
         Provide a description of the series of contractual agreements which
you state
         contain substantially similar terms that and through which you claim
to be able to direct
         the activities of and derive economic benefits from the VIEs. Identify
clearly the entity in
         which investors own or can purchase their interest and the entity(ies)
in which the
         company   s operations are conducted. Describe the relevant
contractual agreements
         between the entities and how this type of corporate structure may
affect investors and the
         value of their investment, including how and why the contractual
arrangements may be
         less effective than direct ownership and that the company may incur
substantial costs to
         enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of
         the rights of the Cayman Islands holding company with respect to its
contractual
         arrangements with the VIE, its founders and owners, and the challenges
the company may
         face enforcing these contractual agreements due to legal uncertainties
and jurisdictional
         limits.
Permissions Required from mainland China Authorities for Our Operations, page 5

4.       We note your disclosure that "[y]our mainland China subsidiaries and
the VIEs have
         obtained the requisite licenses and permits from mainland China
government authorities
         that are material for the business operations." Please revise to
disclose each permission or
         approval that you, your subsidiaries, or the VIEs are required to
obtain from Chinese
         authorities to operate your business and state affirmatively whether
you have received all
         requisite permissions or approvals. The disclosure here should not be
qualified by
         materiality. State the basis for your conclusion that you are not
required to obtain
         permissions from the CSRC, CAC, or any other governmental agency that
is required to
         approve the VIE   s operations. Additionally, please revise to
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 6

5.       We note your indication that you "do not expect to be identified as a
Commission-
         Identified Issuer under the HFCAA after [you] file this annual report
on Form 20-F." And
         yet in the same paragraph you acknowledge that you would be identified
as a
         Commission-Identified Issuer following the filing of the annual report
on Form 20-F for
         the relevant fiscal year in which the PCAOB determines that it no
longer has full access to
         inspect and investigate completely accounting firms in mainland China
and Hong Kong,
 Michael Chao Du
FirstName  LastNameMichael Chao Inc.
                                 Du
17 Education & Technology Group
Comapany
August     Name17 Education & Technology Group Inc.
       3, 2023
August
Page 3 3, 2023 Page 3
FirstName LastName
         such as your accounting firm, to issue an audit report. In future
filings, revise to remove
         your reference that you do not expect to be identified as a
Commission-Identified Issuer,
         in light of the uncertainties you express here. Make similar changes
in your risk factor
         disclosure. Also revise to disclose whether and how the Holding
Foreign Companies
         Accountable Act, as amended by the Consolidated Appropriations Act,
2023, and related
         regulations affects your company.
Cash Flows through Our Organization, page 7

6.       Please expand your disclosure about how cash is transferred through
your organization.
         We note that you quantify amounts transferred between you, your PRC
subsidiaries, and
         consolidated VIEs for the years ended December 31, 2020, 2021 and
2022. Please revise
         to provide cross-references to the condensed consolidating schedule
and the consolidated
         financial statements. Please further revise your disclosure to address
cash in the business
         and restrictions applicable to Hong Kong or your Hong Kong entities,
as you have done
         with respect to cash in the PRC and your PRC entities. Additionally,
please revise to
         provide prominent disclosure here, in the summary risk factors and
risk factors sections to
         state that, to the extent cash in the business is in the PRC or Hong
Kong or a PRC or Hong
         Kong entity, the funds may not be available to fund operations or for
other use outside of
         the PRC or Hong Kong 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. Provide cross-references to these other
discussions.

7.       Please elaborate upon the "internal approval process" to explain
whether such process is
         part of any cash management policy that dictates how funds are
transferred between
         "[y]our Cayman Islands holding company and a subsidiary, the VIEs or
the subsidiaries of
         the VIEs" and state whether this process will also dictate how funds
will be transferred to
         investors, and disclose the source of any such policies.
D. Risk Factors
Summary of Risk Factors
Risks Related to Our Corporate Structure, page 15

8.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of the
 Michael Chao Du
FirstName  LastNameMichael Chao Inc.
                                 Du
17 Education & Technology Group
Comapany
August     Name17 Education & Technology Group Inc.
       3, 2023
August
Page 4 3, 2023 Page 4
FirstName LastName
         securities you are registering for sale. Acknowledge any risks that
any actions by the
         Chinese government to exert more oversight and control over offerings
that are conducted
         overseas and/or foreign investment in China-based issuers could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless. As a related
         matter, provide the cross-reference to the relevant individual
detailed risk factor for each
         summary risk factor.
We are subject to a variety of laws and other obligations regarding data
protection..., page 29

9.       You express uncertainty in this risk factor as to whether you would be
deemed to be a
         critical information infrastructure operator or whether your data
processing activities
         would be deemed to affect or may affect national security under PRC
law, as discussed in
         the Cybersecurity Review Measures promulgated by the CAC. This
uncertainty seems to
         conflict with your statement on page 5 where you state without
qualification that you are
         not required to go through a cybersecurity review by the CAC. Please
revise or advise.
Certain judgments obtained against us by our shareholders may not be
enforceable., page 67

10.      You disclose that most of your current directors and senior executive
officers are nationals
         and residents of jurisdictions other than the United States. Revise to
clarify whether any of
         your current directors and senior executive officers are located in
the PRC or Hong Kong
         and revise to identify the individuals. If any individuals are located
in Hong Kong, revise
         to discuss enforceability in such jurisdiction.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections,
page 165

11.      We note your statement that you reviewed your register of members and
public EDGAR
         filings made by your shareholders in connection with your required
submission under
         paragraph (a). Please supplementally describe any additional materials
that were reviewed
         and tell us whether you relied upon any legal opinions or third party
certifications such as
         affidavits as the basis for your submission. In your response, please
provide a similarly
         detailed discussion of the materials reviewed and legal opinions or
third party
         certifications relied upon in connection with the required disclosures
under paragraphs
         (b)(2) and (3).
12.      In order to clarify the scope of your review, please supplementally
describe the steps you
         have taken to confirm that none of the members of your board or the
boards of your
         consolidated foreign operating entities are officials of the Chinese
Communist Party. For
         instance, please tell us how the board members    current or prior
memberships on, or
         affiliations with, committees of the Chinese Communist Party factored
into your
         determination. In addition, please tell us whether you have relied
upon third party
         certifications such as affidavits as the basis for your disclosure.
13.      We note that your disclosures pursuant to Items 16I(b)(2) and (b)(3)
are provided for    17
         Education & Technology or the VIEs.    We also note that your list of
subsidiaries in
 Michael Chao Du
17 Education & Technology Group Inc.
August 3, 2023
Page 5
      Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong
and the British
      Virgin Islands that are not included in your VIEs. Please note that Item
16I(b) requires
      that you provide disclosures for yourself and your consolidated foreign
operating entities,
      including variable interest entities or similar structures.
          With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
           consolidated foreign operating entities are organized or
incorporated and provide the
           percentage of your shares or the shares of your consolidated
operating entities owned
           by governmental entities in each foreign jurisdiction in which you
have consolidated
           operating entities in your supplemental response.
          With respect to (b)(3), please provide the required information for
you and all of your
           consolidated foreign operating entities in your supplemental
response.
General

14.   Please refrain from implying that the contractual agreements are
equivalent to equity
      ownership in the business of the VIE. In this regard, we note references
throughout the
      document that you may    be able to direct the business operations of the
VIEs    or    direct
      the business operations of Shanghai Hexu through Shanghai WFOE by
entering into a
      series of contractual arrangements with Shanghai Hexu (the VIE) and its
shareholders.
      Any references to control or benefits that accrue to you because of the
VIE should be
      limited to a clear description of the conditions you have satisfied for
consolidation of the
      VIE under U.S. GAAP. Additionally, your disclosure should clarify that
you are the
      primary beneficiary of the VIE for accounting purposes.
        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.

       Contact Tyler Howes at 202-551-3370 or Jennifer Gowetski at 202-551-3401
if you have
any questions about comments related to your status as a Commission-Identified
Issuer during
your most recently completed fiscal year.

       You may contact Stephen Kim at 202-551-3291 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with any
other
questions.



                                                             Sincerely,
FirstName LastNameMichael Chao Du
                                                             Division of
Corporation Finance
Comapany Name17 Education & Technology Group Inc.
                                                             Office of Trade &
Services
August 3, 2023 Page 5
cc:       Yilin Xu, Esq.
FirstName LastName