<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
United States securities and exchange commission logo





                             October 19, 2023

       Wai Hong Lao
       Chief Executive Officer and Director
       Galaxy Payroll Group Ltd
       25th Floor, Ovest
       77 Wing Lok Street
       Sheung Wan, Hong Kong

                                                        Re: Galaxy Payroll
Group Ltd
                                                            Amendment No. 7 to
Registration Statement on Form F-1
                                                            Filed October 17,
2023
                                                            File No. 333-269043

       Dear Wai Hong Lao:

            We have reviewed your amended registration statement and have the
following
       comments.

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

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.
Unless we note otherwise,
       any references to prior comments are to comments in our August 11, 2023
letter.

       Amendment No. 7 to Registration Statement on Form F-1 filed October 17,
2023

       Consolidated Financial Statements
       Consolidated Balance Sheet, page F-4

   1.                                                   We note you declared
dividends subsequent to the balance sheet date. Please tell us your
                                                        consideration of
providing a pro forma balance sheet which gives effect to the dividends
                                                        declared. Refer to SAB
Topic 1:B.3.
       Consolidated Statements of Income and Comprehensive Income, page F-5

   2.                                                   Please tell us your
consideration of including dividends declared in the year ended June
                                                        30, 2023 but not paid
and dividends declared subsequent to June 30, 2023 in your
                                                        calculation of pro
forma earnings per share. Refer to SAB Topic 1:B.3. In addition,
                                                        please present earnings
per share along with pro forma earnings per share.
 Wai Hong Lao
Galaxy Payroll Group Ltd
October 19, 2023
Page 2
Exhibit Index, page II-5

3.     We note that your revised disclosure indicates that the selling
shareholders are offering
       2,240,000 ordinary shares, but your Exhibit 5.1 legal opinion only
opines on 960,000
       ordinary shares in connection with such resale. Please have counsel
revise to opine on the
       updated offering including the correct number of resale shares.
       Please contact Stephen Kim at 202-551-3291 or Adam Phippen at
202-551-3336 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with
any other
questions.



                                                            Sincerely,
FirstName LastNameWai Hong Lao
                                                            Division of
Corporation Finance
Comapany NameGalaxy Payroll Group Ltd
                                                            Office of Trade &
Services
October 19, 2023 Page 2
cc:       Elizabeth Fei Chen, Esq.
FirstName LastName
</TEXT>
</DOCUMENT>
