November 20, 2018

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. 1 to
           Draft Registration Statement on Form F-1
           Submitted November 7, 2018
           CIK No. 0001750264

Dear Mr. Haifeng:

      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. 1 to Draft Registration Statement on Form F-1

Business
Our Services
Products Distributed Online, page 92

1.     We note that on page 93, you quantify the number of funds distributed
and
       provide aggregate transaction values for your asset management plan
products. Please
       revise your disclosure with respect to your publicly raised fund
products and your
       exchange administered products to include similar information.
 Yu Haifeng
Puyi Inc.
November 20, 2018
Page 2
Description of American Depositary Shares
Limitations on Obligations and Liability
Jurisdiction and Arbitration, page 134

2.    We note your revised disclosure that the deposit agreement includes an
exclusive
      jurisdiction provision as well as the right of the depositary to refer
any claims brought for
      arbitration. Please further disclose here and in your risk factors how
the exclusive
      jurisdiction provision and the arbitration provision impacts ADS holders,
and address any
      question as to the enforceability of the arbitration provision. Moreover,
please disclose in
      both your registration statement and the depositary agreement that
despite agreeing to the
      arbitration provision, 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.
Jury Trial Waiver, page 135

3.    We note your revised disclosure that the deposit agreement includes a
jury trial waiver
      which applies to claims under the federal securities laws. Please further
disclose here and
      in your risk factors how the waiver impacts ADS holders and address any
questions as to
      the enforceability of this provision. Moreover, please disclose in both
your registration
      statement and the depositary agreement that despite agreeing to this
provision, 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.
       Please contact Christopher Dunham, Staff Attorney, at (202) 551-3783 or
Erin Purnell,
Staff Attorney, at (202) 551-3454 with any questions.



                                                             Sincerely,
FirstName LastNameYu Haifeng
                                                             Division of
Corporation Finance
Comapany NamePuyi Inc.
                                                             Office of
Financial Services
November 20, 2018 Page 2
cc:       Kefei Li, Esq.
FirstName LastName