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                                                            July 30, 2024

Xiao Jian Wang
Chief Executive Officer
GD Culture Group Limited
22F - 810 Seventh Avenue
New York, NY 10019

       Re: GD Culture Group Limited
           Amendment No. 2 to Form 10-K for the Fiscal Year Ended December 31,
2023
           Filed July 22, 2024
           File No. 001-37513
Dear Xiao Jian Wang:

       We have reviewed your filing and have the following comment(s).

       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.

Amendment No. 2 to Annual Report on Form 10-K for the Fiscal Year Ended
December 31, 2023
General

1.     We note your disclosure in response to comment 1 and throughout your
filing you state
       that you were "advised by" counsel regarding your conclusions on the
applicability of
       certain PRC regulations. Please provide proposed disclosure for future
filings that clarifies
       whether or not you have relied on the opinion of counsel, and if not,
explain why.
 July 30, 2024
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at
202-551-3336
if you have questions regarding comments on the financial statements and
related matters. Please
contact Jenna Hough at 202-551-3063 or Taylor Beech at 202-551-4515 with any
other
questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Trade &
Services
cc:   Jason Ye
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