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                              May 31, 2023

       Chenggang Zhou
       Chief Executive Officer
       New Oriental Education & Technology Group Inc.
       No. 6 Hai Dian Zhong Street
       Haidian District
       Beijing 100080
       People   s Republic of China

                                                        Re: New Oriental
Education & Technology Group Inc.
                                                            Form 20-F for
Fiscal Year Ended May 31, 2022
                                                            Response Dated May
19, 2023
                                                            File No. 001-32993

       Dear Chenggang Zhou:

               We have reviewed your May 19, 2023 response to our comment
letter and have the
       following comment. In our comment, we may ask you to provide us with
information so we may
       better understand your disclosure.

              Please respond to this comment within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comment applies to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to this comment, we may have
       comments. Unless we note otherwise, our references to prior comments are
to comments in our
       May 5, 2023 letter.

       Response Dated May 19, 2023

       Item 3. Key Information, page 4

   1.                                                   We note your response
to comment 1 and reissue in part. We acknowledge your proposed
                                                        revised disclosure on
page 3 of the filing, but please ensure that references to "our" refer
                                                        to New Oriental
Education & Technology Group Co., Inc. rather than the VIEs. We note
                                                        your disclosure "and in
the context of our operations..." where the "our" seems to refer to
                                                        both New Oriental
Education & Technology Group Co., Inc. as well as the VIEs.
 Chenggang Zhou
FirstName  LastNameChenggang   Zhou Group Inc.
New Oriental  Education & Technology
May        NameNew Oriental Education & Technology Group Inc.
     31, 2023
May 31,
Page 2 2023 Page 2
FirstName LastName
       You may contact Suying Li at 202-551-3335 or Angela Lumley at
202-551-3398 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Donald Field at 202-551-3680
with any other


                                                         Division of
Corporation Finance
                                                         Office of Trade &
cc:      Haiping Li