February 8, 2019

Yu Haifeng
Chairman of the Board and Chief Executive Officer
Puyi Inc.
42F, Pearl River Tower
No. 15 Zhujiang West Road, Zhujiang New Town, Tianhe, Guangzhou
Guangdong Province, People's Republic of China

       Re: Puyi Inc.
           Amendment No. 3 to
           Registration Statement on Form F-1
           Filed February 5, 2019
           File No. 333-228510

Dear Mr. Haifeng:

      We have reviewed your amended 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 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. 3 to Registration Statement on Form F-1 filed February 5, 2019

General

1.     We note your revised disclosure that two ADSs represent three ordinary
shares, as well as
       your estimated offering range of $6 to $7.50 per ADS for gross proceeds
up to
       approximately $50 million. Accordingly, please revise to:

           Clarify whether individual or odd numbers of ADSs may be purchased
in this offering
           and/or subsequently traded;
           Disclose the material impacts of one ADS representing one and one
half of your
           ordinary shares (e.g. the treatment of fractional shares of your
ordinary shares by the
 Yu Haifeng
Puyi Inc.
February 8, 2019
Page 2
          depositary and/or under your second amended and restated memorandum
and articles
          of association); and
          Register the maximum number of securities which may be sold in your
offering.
Prospectus Summary, page 1

2.    Please revise your Prospectus Summary to disclose that Mr. Yu Haifeng
will remain your
      majority shareholder following your initial public offering and that he
will be able to exert
      substantial influence over your company as a result. In this regard we
note your revised
      disclosure estimating that Mr. Yu Haifeng will beneficially own at least
84.3% of your
      outstanding share capital even if you sell the maximum number of
securities in this
      offering. Please further address here and in your risk factors whether
you will be a
      "controlled company" within the meaning of the NASDAQ Stock Market Rules
and
      disclose the material impact on shareholders.
Item 8. Exhibits and Financial Statement Schedules, page II-2

3.    We note your deposit agreement attached as Exhibit 4.5 includes jury
trial waivers in both
      Section 7.6 and paragraph (25) of Exhibit A. Please revise your deposit
agreement to state
      that despite agreeing to these provisions, investors will not be deemed
to have waived the
      company's or the depositary's compliance with the federal securities laws
and the rules
      and regulations thereunder. In this regard we note your response to
comment 3 in our
      letter dated November 20, 2018 as well as your disclosure on page 37.
        You may contact William Schroeder, Staff Accountant, at (202) 551-3294
or Benjamin
Phippen, Staff Accountant, at (202) 551-3697 if you have questions regarding
comments on the
financial statements and related matters. Please contact Christopher Dunham,
Staff Attorney, at
(202) 551-3783 or Erin Purnell, Staff Attorney, at (202) 551-3454 with any
other questions.



                                                            Sincerely,
FirstName LastNameYu Haifeng
                                                            Division of
Corporation Finance
Comapany NamePuyi Inc.
                                                            Office of Financial
Services
February 8, 2019 Page 2
cc:       Kefei Li, Esq.
FirstName LastName