United States securities and exchange commission logo





                              June 3, 2024

       John Chen
       Executive Chairman
       FGI Industries Ltd.
       906 Murray Road
       East Hanover, NJ 07869

                                                        Re: FGI Industries Ltd.
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed May 30, 2024
                                                            File No. 333-278585

       Dear John Chen:

                                                        We have reviewed your
amended registration statement and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our April 16, 2024
letter.

       Amendment No. 1 to Form S-3 filed May 30, 2024

       PLAN OF DISTRIBUTION, page 35

   1.                                                   We note your disclosure
on page 35 that the selling shareholder may from time to time
                                                        sell all or a portion
of the ordinary shares beneficially owned by them and offered directly
                                                        or through one or more
underwriters, broker-dealers, or agents. We also note references
                                                        throughout this section
of disclosing sales by underwriters and underwriting terms in
                                                        prospectus supplements
and/or other offering material. Please confirm your understanding
                                                        that the retention by
the selling stockholder of an underwriter would constitute a material
                                                        change to your plan of
distribution requiring a post-effective amendment. Refer to your
                                                        undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
 John Chen
FirstName  LastNameJohn Chen
FGI Industries Ltd.
Comapany
June 3, 2024NameFGI Industries Ltd.
June 3,
Page 2 2024 Page 2
FirstName LastName
       Please contact Bradley Ecker at 202-551-4985 or Erin Purnell at
202-551-3454 with any
questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of
Manufacturing
cc:      Jonathan R. Zimmerman