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                              April 12, 2024

       Ruifeng Guo
       Chief Financial Officer
       Fly-E Group, Inc.
       136-40 39th Avenue
       Flushing, NY 11354

                                                        Re: Fly-E Group, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed April 4, 2024
                                                            File No. 333-276830

       Dear Ruifeng Guo:

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

              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.

       Amendment No. 1 to Registration on Form S-1

       Compensation of Executive Officers, page 57

   1.                                                   Please update your
compensation disclosure to reflect the fiscal year ended March 31,
                                                        2024.
       Certain Relationships and Related Party Transactions, page 61

   2.                                                   Please update your
disclosure in this section to include any applicable transactions since
                                                        December 31, 2023.
Refer to Item 404(d) of Regulation S-K.
       Consolidated Statements of Income, page F-5

   3.                                                   We note your
disclosures that shares and per share data are presented on a retroactive
                                                        basis to give effect to
the stock split completed on April 2, 2024; however, the earnings
                                                        per share and weighted
average number of common stock - basic and diluted for the years
 Ruifeng Guo
Fly-E Group, Inc.
April 12, 2024
Page 2
      ended March 31, 2023 and 2022 and for the nine months ended December 31,
2023 and
      2022 do not appear adjusted for the stock split on pages F-5 and F-28.
Please revise your
      filing to ensure all of the share information retroactively reflects the
stock split in
      accordance with ASC 260-10-55-12.
       Please contact Stephany Yang at 202-551-3167 or Jean Yu at 202-551-3305
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Evan Ewing at 202-551-5920 or Jay Ingram at 202-551-3397 with any other
questions.



                                                           Sincerely,
FirstName LastNameRuifeng Guo
                                                           Division of
Corporation Finance
Comapany NameFly-E Group, Inc.
                                                           Office of
Manufacturing
April 12, 2024 Page 2
cc:       Richard Aftanas
FirstName LastName