February 19, 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. 4 to
           Registration Statement on Form F-1
           Filed February 13, 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. Unless
we note
otherwise, our references to prior comments are to comments in our February 8,
2019 letter.

Amendment No. 4 to Registration Statement on Form F-1 filed February 13, 2019

General

1.     We note your response and revisions in response to comment 1 regarding
the purchase of
       individual or odd numbers of ADSs. Please revise your Cover Page,
Prospectus
       Summary, and Description of American Depositary Shares to also disclose
that 1 ADS
       equals 1.5 of your ordinary shares, and clearly disclose in sum and
substance that
       "individual or odd numbers of ADSs may be purchased in this offering
and/or
       subsequently traded." In addition, please revise your Description of
Share Capital to
       disclose the material features of Article 19 of your Second Amended and
Restated
 Yu Haifeng
FirstName LastNameYu Haifeng
Puyi Inc.
Comapany NamePuyi Inc.
February 19, 2019
February 19, 2019 Page 2
Page 2
FirstName LastName
         Memorandum and Articles of Association in your registration statement
(e.g. you may
         issue fractional shares and fractional shares have the same
corresponding fractional rights,
         limitations, etc. as whole shares), and revise your Description of
American Depositary
         Shares to address the voting rights of fractional shares held by
investors through owning
         an odd number of ADSs.
2.       We note also your response and revisions in response to comment 1 that
the maximum
         offering amount is $40 million, and that you propose to adjust the
number of ADSs
         offered based on where your initial public offering price falls within
the range of $6.00 to
         $7.50 per ADS. Please revise your registration statement to:

             Disclose this fact and to clearly explain how any adjustment will
operate. We strongly
             suggest that you include a table depicting the adjustment
mechanism.
             Revise to explain how your underwriters will determine the
per-security offering price
             since you are offering a variable number of shares.
             Clearly state that you will not be selling the maximum number of
securities for the
             maximum offering amount of $7.50 per ADS.
             Disclose that initial public offering price will be fixed for the
duration of your
             offering.
             Make conforming revisions throughout your registration statement.
We note, as an
             example only, that your dilution section does not address that the
maximum number of
             securities to be sold will vary with the offering price.

         In addition, please also provide your detailed legal analysis for how
adjusting the offering
         size complies with the federal securities laws. For example, please
provide support for
         why your current estimated price range is a bona fide price range
consistent with the
         requirements of Instruction 1 to Item 501(b)(3) of Regulation S-K. In
this regard, we note
         that the price range for a $30 million to $40 million aggregate
offering, with the minimum
         and maximum number of ADSs listed on the cover page, could exceed
$2.00 per ADS
         without any adjustment. We may have additional comments after
reviewing your
         revisions and response.
3.       In the alternative, please decrease the maximum number of ordinary
shares and ADSs
         which may be sold to 8 million and 5.33 million, respectively, or
increase your maximum
         offering amount to $50 million, in light of your current estimated
price range of $6.00 to
         $7.50 per ADS. Please revise your cover page to disclose your maximum
offering amount
         of gross proceeds and that all securities will be sold at a fixed
price.
4.       Please revise footnote 1 to your registration fee table to refer to
Rule 457(o).
 Yu Haifeng
Puyi Inc.
February 19, 2019
Page 3

        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 19, 2019 Page 3
cc:       Kefei Li, Esq.
FirstName LastName