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                             March 23, 2022

       Yi Shao
       Chief Executive Officer
       Oriental Culture Holding LTD
       Room 1402, Richmake Commercial Building
       198-200 Queen   s Road Central, Hong Kong

                                                        Re: Oriental Culture
Holding LTD
                                                            Amendment No.1 to
Registration Statement on Form F-3
                                                            Filed February 22,
2022
                                                            File No. 333-262398

       Dear Mr. Shao:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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. 1 to Registration Statement on Form F-3 filed February 22,
2022

       Prospectus Cover Page

   1.                                                   We note your response
to comment 2, as well as your amended disclosure that "there are
                                                        uncertainties in the
interpretation and enforcement of these new laws and guidelines,
                                                        which could materially
and adversely impact [y]our business and financial outlook and
                                                        may impact [y]our
ability to accept foreign investments or continue to list on a U.S. or
                                                        other foreign
exchange." Please also state that such uncertainties could impact the
                                                        company   s ability to
conduct its business (emphasis added).
   2.                                                   We note your response
to comment 3 and we reissue the comment. Your disclosure
                                                        continues to state that
"[t]he Company, we, us, our company, and our are referred to
                                                        Oriental Culture
Holding LTD. ("Oriental Culture"), a holding company incorporated
                                                        under the laws of the
Cayman Islands, its subsidiaries, VIE and the subsidiaries of VIE"
 Yi Shao
FirstName  LastNameYi
Oriental Culture HoldingShao
                         LTD
Comapany
March      NameOriental Culture Holding LTD
       23, 2022
March2 23, 2022 Page 2
Page
FirstName LastName
         (emphasis added). We also note that your disclosure on page ii under
the heading "About
         This Prospectus" continues to state that "all references in this
prospectus to "Oriental
         Culture", "OCG," "we," "us," "our," "the Company," "the "Registrant"
or similar words
         refer to Oriental Culture Holding LTD., together with our
subsidiaries, VIE and its
         subsidiaries" (emphasis added). Please remove the references to your
VIE and its
         subsidiaries when discussing how you refer to the "Company."
3.       We note your response to comment 4 and have the following comments:

                We note your amended disclosure discussing the typical cash
transfer process, as well
              as the chart provided on page 9, which quantifies the cash
transfers from your VIE to
              both your HK subsidiary and your holding company. Please disclose
here that cash
              transfers have been made to date between the holding company, its
subsidiaries, and
              consolidated VIEs, and also quantify the amounts as you do on
page 9, in either
              narrative or tabular form.

                We note your disclosure on page 8 that you "rely on dividends
and other distributions
              on equity paid by [y]our subsidiaries for [y]our cash and
financing requirements."
              Please revise your disclosure to explain how you "rely" on such
dividends and
              distributions, even though no such dividends or distributions
have been made to date.
Prospectus Summary, page 10

4.       We note your response to comment 5, as well as your amended
disclosure, and we reissue
         the comment in-part. Please disclose that the company may incur
substantial costs to
         enforce the terms of the VIE arrangements.
5.       We note your response to comment 6 and your revised disclosure that
"[i]n order to
         further reinforce the WFOE   s right to control and operate the
variable interest entity . . . "
         Please refrain from implying that the contractual agreements are
equivalent to equity
         ownership in the business of the VIE. Any references to control or
benefits that accrue to
         you because of the VIE should be limited to a clear description of the
conditions you have
         satisfied for consolidation of the VIE under U.S. GAAP.
6.       We note your response to comment 7, as well as your amended disclosure
that the legal
         and operational risks "could result in a material change in our
operations and/or the value
         of our securities or could significantly limit or completely hinder
our ability to offer or
         continue to offer securities to investors and cause the value of such
securities to
         significantly decline or be worthless." Please also discuss
significant regulatory, liquidity
         and enforcement risks, including that "the enforcement of laws and
that rules and
         regulations in China can change quickly with little advance notice and
the risk that the
         Chinese government may intervene or influence our operations at any
time, or may exert
         more control over offerings conducted overseas and/or foreign
investment in China- based
         issuers," as you disclose on page 14 (emphasis added). Please also
address how these
         risks and uncertainties could result in a material change in your
operations and/or the
 Yi Shao
FirstName  LastNameYi
Oriental Culture HoldingShao
                         LTD
Comapany
March      NameOriental Culture Holding LTD
       23, 2022
March3 23, 2022 Page 3
Page
FirstName LastName
         value of the securities you are registering for sale. Also,
acknowledge any risks that any
         actions by the Chinese government to exert more oversight and control
over offerings that
         are conducted overseas and/or foreign investment in China-based
issuers could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
         Please include cross-references to the more detailed discussion of
these risks in the
         prospectus.
7.       We note your response to comment 8 and we reissue the comment in-part.
Please
         specifically disclose each "business license" required to operate your
current business in
         China. We also note your disclosure that you do not believe that "we
are a Critical
         Information Infrastructure Operator . . . " (emphasis added). Please
revise this statement
         to state that you do not believe that "we, our subsidiaries, our VIE
and its subsidiaries" are
         a Critical Information Infrastructure Operator, if true. Finally, we
note your revised
         disclosure that "[i]f we, our subsidiaries, or the VIE and its
subsidiaries do not receive or
         maintain such permissions or approvals, inadvertently conclude that
such permissions or
         approvals are not required, or applicable laws, regulations, or
interpretations change and
         we are required to obtain such permissions or approvals in the future,
it could significantly
         limit or completely hinder our ability to offer or continue to offer
our securities to
         investors and cause the value of our securities to significantly
decline or become
         worthless." Please revise to also discuss the consequences to your
business operations.
8.       As a related matter, we note your revised disclosure regarding the
regulations that became
         effective on February 15. Please also address the two new draft
regulations proposed by
         the CSRC.
9.       We note your response to comment 9 and have the following comments:

                We note your amended disclosure that that there are tax
consequences with respect
              to "dividends payable by Chinese companies to non-PRC-resident
enterprise." While
              we note your disclosure that "no dividends . . . have been made .
.. . ," we also note
              your disclosure of certain cash transfers from your VIE to your
holding company and
              HK subsidiary. Please disclose any tax consequences or confirm
that there were none
              with respect to any such cash transfers.

                We note your amended disclosure that "there is no restrictions
and limitations on the
              abilities of Non-PRC Entities to distribute earnings from their
businesses, including .
              . . the abilities to settle amounts owed." Please also address
the ability to settle
              amounts owed under the VIE agreements.

10.      Please note that we are still considering your response to comment 10
and may have
         additional comments.
       We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
 Yi Shao
Oriental Culture Holding LTD
March 23, 2022
Page 4

action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Brian Fetterolf at 202-551-6613 or Jennifer L  pez
Molina at 202-551-
3792 if you have any questions.



                                                           Sincerely,
FirstName LastNameYi Shao
                                                           Division of
Corporation Finance
Comapany NameOriental Culture Holding LTD
                                                           Office of Trade &
Services
March 23, 2022 Page 4
cc:       Jeffrey Li
FirstName LastName