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                            April 5, 2023

       Chi Ming Lam
       Chief Executive Officer and Chairman
       Ming Shing Group Holdings Ltd
       8/F, Cheong Tai Factory Building
       16 Tai Yau Street
       San Po Kong, Kowloon
       Hong Kong

                                                        Re: Ming Shing Group
Holdings Ltd
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-1
                                                            Submitted March 20,
2023
                                                            CIK No. 0001956166

       Dear Chi Ming Lam:

             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. 2 to Draft Registration Statement on Form F-1 Submitted
March 20, 2023

       Cover page

   1.                                                   We note your disclosure
that your auditor is not is not headquartered in mainland China or
                                                        in Hong Kong. Please
revise your cover page to clearly state where your auditor is
                                                        headquartered.
       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       50

   2.                                                   We note your response
to comment 16. It is not clear to us how you were able to conclude
 Chi Ming Lam
FirstName
Ming ShingLastNameChi   Ming
             Group Holdings LtdLam
Comapany
April       NameMing Shing Group Holdings Ltd
       5, 2023
April 25, 2023 Page 2
Page
FirstName LastName
         that there are no accounting areas that involve significant judgement
or estimates that may
         have a material impact on your financial condition or results of
operations. For example,
         we note your disclosure on page F-12 that the measurement of the
expected credit loss
         allowance for financial assets measured at amortized cost is an area
that requires the use
         of significant assumptions about future economic conditions and credit
behavior, and that
         a number of significant judgements are also required in applying the
accounting
         requirements for measuring expected credit loss, such as determining
the criteria for
         significant increase in credit risk and the choice of appropriate
models and assumptions
         for measurement of expected credit loss. We note your disclosure on
page F-16 that the
         nature of your revenue contracts give rise to several types of
variable consideration,
         including unpriced change orders and claims, liquidated damages and
penalties. It appears
         that the Company estimates the amount of revenue to be recognized
related to
         such variable consideration using the expected value or the most
likely amount method,
         whichever is expected to better predict the amount. Your accounting
policies in the
         aforementioned areas include the use of estimates which ultimately may
result in a
         material impact on your financial condition or results of operations.
As such, we are
         reissuing our prior comment. Please revise to disclose critical
accounting estimatesthat
         have had or are reasonably likely to have a material impact on your
financial condition or
         results of operations consistent with the requirements of Item
303(b)(3) of Regulation S-
         K.
Acquisition of MS Engineering Co., Limited, page 61

3.       We note your new disclosure that Mr. Chi Ming Lam purchased all of the
shares and
         became sole shareholder of MSE on October 20, 2021. Please describe
what further
         transactions took place that gave ownership of MSE to the company.
Calls on Shares and Forfeiture or Surrender of Shares, page 102

4.       It remains unclear why ordinary shares to be sold in this offering
through a firm
         commitment underwriting would be subject to capital calls in respect
of "any monies
         unpaid on their shares including any premium." Please tell us how a
purchaser of shares in
         this offering could have any monies unpaid on their shares, and
explain the "premium"
         that you refer to, as the shares are to be sold at a stated fixed
price, according to disclosure
         on your cover page. Please also explain how counsel's opinion that the
shares will be
         validly issued, fully-paid and non-assessable is consistent with
amounts being unpaid on
         the shares or with there being a premium.
Signatures, page II-5

5.       In response to our comment 31, we note the inclusion of the Chief
Financial Officer's
         signature. In addition to the signature of the Chief Financial
Officer, please include the
         signature of your controller or principal accounting officer. See
Instruction 1 to
         Signatures in Form F-1.
 Chi Ming Lam
Ming Shing Group Holdings Ltd
April 5, 2023
Page 3
Exhibits

6.    Please file the opinion and consent of your PRC counsel, China Commercial
Law Firm,
      regarding the application of permission requirements from CRSC, CAC and
other
      governmental agencies of mainland China, which you refer to on your cover
page and
      elsewhere in the prospectus.
        You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related matters. Please
contact Kibum Park at 202-551-6836 or Pam Long at 202-551-3765 with any other
questions.



                                                           Sincerely,
FirstName LastNameChi Ming Lam
                                                           Division of
Corporation Finance
Comapany NameMing Shing Group Holdings Ltd
                                                           Office of Real
Estate & Construction
April 5, 2023 Page 3
cc:       Daniel D. Nauth, Esq.
FirstName LastName