October 18, 2019

Jason Zhang
Chief Financial Officer
Phoenix Tree Holdings Ltd
Room 212, Chao Yang Shou Fu
8 Chao Yang Men Nei Street
Dongcheng District, Beijing 100010
People's Republic of China

       Re: Phoenix Tree Holdings Ltd
           Amendment No. 1 to Draft Registration Statement on Form F-1
           Submitted October 4, 2019
           CIK No. 0001785154

Dear Mr. Zhang:

      We have reviewed your amended draft offering 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 offering statement or publicly filing your offering 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
any amendment
to your draft offering statement or filed offering statement and the
information you provide in
response to these comments, we may have additional comments.

Draft Registration Statement on Form F-1 filed on October 4, 2019

Key Operating Metrics, page 20

1.     We note your inclusion of the measure average revenues per unit per
month. Please
       consider revising the term revenues to describe the measure as it does
not account for any
       vacancies or bad debts and therefore does not appear to be reflective of
your actual
       revenues.
2.     We note your inclusion of the measure average leasing cost per unit per
month. Please
       clarify what given period these leasing costs are calculated over and
please also specify
       whether or not this measure contemplates all costs associated with the
units from the time
       they were first leased by you. To the extent there are any costs not
contemplated in this
 Jason Zhang
Phoenix Tree Holdings Ltd
October 18, 2019
Page 2
      measure, either because they were incurred in a period prior to the given
period or for any
      other reason, please explain in your response.
Risk Factor
Our business requires significant capital to expand our apartment network, page
23

3.    We note your response to prior comment 8 and your revised disclosure that
30.2%, 46.8%
      and 37.3% of your residents terminated their leases early in 2017, 2018
and the six months
      ended June 30, 2019, respectively. Please consider revising your risk
factor and MD&A
      liquidity disclosure to quantify the amount you have returned for the
periods presented, if
      material.
Liquidity and Capital Resources, page 101

4.    We have reviewed your revised disclosure in response to comment 8, and
note that there
      has been a substantial decrease in the percentage of tenants who have
opted to utilize rent
      financing to prepay rents for their lease term in each period presented.
We also note that
      prepaid rents from rent financing is one of your primary sources of
liquidity. Please
      provide a discussion of this downward trend, its causes, and the impact
you expect it will
      have on your prospective liquidity.
       You may contact Eric Mcphee, Staff Accountant, at (202) 551-3693 or
Wilson Lee, Staff
Accountant, at (202) 551-3468 if you have questions regarding comments on the
financial
statements and related matters. Please contact Folake Ayoola, Senior Counsel,
at (202) 551-
3673 or Sonia Barros at (202) 551-3655 with any other questions.



                                                            Sincerely,
FirstName LastNameJason Zhang
                                                            Division of
Corporation Finance
Comapany NamePhoenix Tree Holdings Ltd
                                                            Office of Real
Estate & Construction
October 18, 2019 Page 2
cc:       Chris Lin
FirstName LastName