ATIF Holdings Limited

25391 Commercentre Dr., Ste 200,

Lake Forest, CA 92630




March 17, 2023


Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549


Attention: Mr. Scott Anderegg and Mr. Dietrich King


  Re: ATIF Holdings Limited
    Registration Statement on Form S-3/A
    Submitted on March 8, 2023
    File No. 333-268927


Ladies and Gentlemen:


Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, ATIF Holdings Limited (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement, so that such Registration Statement will become effective as of 4:00 p.m. Eastern time, Tuesday, March 21, 2023 or as soon as practicable thereafter.


  Very truly yours,
  By: /s/ Jun Liu
    Jun Liu
    Chief Executive Officer