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                              April 30, 2024

       Ruifeng Guo
       Chief Financial Officer
       Fly-E Group, Inc.
       136-40 39th Avenue
       Flushing, NY 11354

                                                        Re: Fly-E Group, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed April 22,
2024
                                                            File No. 333-276830

       Dear Ruifeng Guo:

            We have reviewed your amended registration statement and have the
following
       comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Amendment No. 2 to Registration Statement on Form S-1

       Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
       28

   1.                                                   Please update your
disclosure as appropriate to reflect any recent developments that
                                                        materially impact your
business, financial condition, and/or results of operations.
       Exhibits
       Amended and Restated Certificate of Incorporation of Fly-E Group, Inc.,
page II-3

   2.                                                   We note that your forum
selection provision identifies the Court of Chancery of the State
                                                        of Delaware as the
exclusive forum for certain litigation, including any    derivative
                                                        action.    Please
revise your prospectus to disclose whether this provision applies to actions
                                                        arising under the
Securities Act or Exchange Act. In that regard, we note that Section 27
                                                        of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce
                                                        any duty or liability
created by the Exchange Act or the rules and regulations thereunder,
 Ruifeng Guo
Fly-E Group, Inc.
April 30, 2024
Page 2
      and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state
      courts over all suits brought to enforce any duty or liability created by
the Securities Act
      or the rules and regulations thereunder. If the provision applies to
Securities Act claims,
      please also revise your prospectus to state that there is uncertainty as
to whether a court
      would enforce such provision and that investors cannot waive compliance
with the federal
      securities laws and the rules and regulations thereunder. If this
provision does not apply to
      actions arising under the Securities Act or Exchange Act, please also
ensure that the
      exclusive forum provision in the governing documents states this clearly,
or tell us how
      you will inform investors in future filings that the provision does not
apply to any actions
      arising under the Securities Act or Exchange Act.
       Please contact Stephany Yang at 202-551-3167 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other
questions.



                                                            Sincerely,
FirstName LastNameRuifeng Guo
                                                            Division of
Corporation Finance
Comapany NameFly-E Group, Inc.
                                                            Office of
Manufacturing
April 30, 2024 Page 2
cc:       Richard Aftanas
FirstName LastName