United States securities and exchange commission logo

                             March 1, 2023

       Jun Liu
       Chief Executive Officer
       ATIF Holdings Ltd
       25391 Commercentre Dr., Ste 200
       Lake Forest, CA 92630

                                                        Re: ATIF Holdings Ltd
                                                            Amendment No. 1 to
Registration Statement on Form S-3
                                                            Filed February 10,
                                                            File No. 333-268927

       Dear Jun Liu:

              We have reviewed your amended registration statement and have the
       comment. In our comment, we may ask you to provide us with information
so we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 12, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-3 filed February 10,

       Recent Regulatory Development, page 5

   1.                                                   We note your response
to comment 8 and your revised disclosure, including specifically
                                                        your reliance on the
Yuan Tai Law Offices as to certain legal matters. Please file as an
                                                        exhibit to the
registration statement a consent from the Yuan Tai Law Offices to being
                                                        named in the
registration statement, and please add the firm and the scope of its
                                                        engagement to the Legal
Matters section of the prospectus.
 Jun Liu
FirstName  LastNameJun Liu
ATIF Holdings   Ltd
March      NameATIF Holdings Ltd
       1, 2023
March2 1, 2023 Page 2
FirstName LastName
       You may contact Scott Anderegg at 202-551-3342 or Dietrich King at
202-551-8071 with
any questions.


                                                        Division of Corporation
                                                        Office of Trade &