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                             January 24, 2024

       Edward Lu
       Chief Financial Officer
       Phoenix New Media Ltd
       Sinolight Plaza, Floor 16
       No. 4 Qiyang Road
       Wangjing, Chaoyang District, Beijing, 100102
       People   s Republic of China

                                                        Re: Phoenix New Media 
Ltd
                                                            Form 20-F for the 
Year Ended December 31, 2022
                                                            Response dated 
December 4, 2023
                                                            File No. 001-35158

       Dear Edward Lu:

              We have reviewed your December 4, 2023 response to our comment 
letter and have the
       following comment.

              Please respond to this letter 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 a
       comment applies to your facts and circumstances, please tell us why in 
your response.

               After reviewing your response to this letter, we may have 
additional comments. Unless
       we note otherwise, any references to prior comments are to comments in 
our October 30, 2023
       letter.

       Form 20-F for the Year Ended December 31, 2022

       Notes to Consolidated Financial Statements
       Note 1. Organization and Principal Activities, page F-10

   1.                                                   We acknowledge your 
responses to the staff   s questions related to the Company   s status
                                                        under the Investment 
Company Act of 1940 (the    Act   ), as well as our phone
                                                        conversation with you 
and your counsel on January 18, 2024. As we indicated on our
                                                        phone call, we do not 
agree with certain positions expressed in your responses, including
                                                        your position that you 
may treat interests in money market funds not registered with the
                                                        Commission as cash 
items for purposes of section 3(a)(1)(C) of the Act. In the staff   s
                                                        view, based on the 
information provided to date, the Company should treat such assets as
                                                           investment 
securities    for purposes of section 3(a)(1)(C). We note, however, the
 Edward Lu
Phoenix New Media Ltd
January 24, 2024
Page 2
      representation included in your response letter of September 8, 2023 that 
the Company
         intends to reallocate its liquid assets into more cash items     so 
that its investment
      securities will make up less than 45% of its Adjusted Assets on a 
consolidated basis with
      its wholly owned subsidiaries allowing the Company to also rely on the 
Rule 3a1 safe
      harbor in the future,    as well as your belief, which was relayed to the 
staff on the phone,
      that the Company has already made substantial progress in the 
reallocation of its assets
      out of investment securities, including money market funds not registered 
with the
      Commission, such that the Company may currently be eligible to rely on 
Rule 3a-1 under
      the Act. While we do not have additional comments at this time, our 
decision to not issue
      additional comments does not indicate that we agree or disagree with 
certain other
      positions expressed in your responses, including your position that you 
are able to rely on
      the exemption from the definition of an    investment company    provided 
at section 3(b)(1)
      of the Act.
       Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at 
202-551-3488 if
you have questions regarding comments on the financial statements and related 
matters.



                                                           Sincerely,
FirstName LastNameEdward Lu
                                                           Division of 
Corporation Finance
Comapany NamePhoenix New Media Ltd
                                                           Office of Technology
January 24, 2024 Page 2
cc:       Yi Gao
FirstName LastName