**Exhibit 15.5**

March 30, 2010 

China Distance Education Holdings Limited 

18/F, Xueyuan International Tower 

No. 1 ZhichunRoad, Haidian District 

Beijing, China 100083 

**Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED**

We hereby consent to thereferences to our name and our final appraisal reports (the “Reports”) addressed to the board of directors of China Distance Education Holdings Limited (the “Holding Company”), and to references to our valuation methodologies,assumptions and conclusions associated with such Reports, in the annual report on Form 20-F of the Holding Company and any amendments thereto (the “Annual Report”) filed or to be filed with the U.S. Securities and Exchange Commission. Wefurther consent to the filing of this letter as an exhibit to the Annual Report. 

The Reports relate to valuations of a) the ordinary shares(the “Ordinary Shares”) of the China Distance Education Limited (the “Company”) as of the March 9, 2007 to assist the Holding Company to assess whether beneficial conversion features exist under U.S. Generally AcceptedAccounting Principles (“U.S. GAAP”) and whether there is any accounting adjustment related to such repurchase of the Ordinary Shares; b) the designated assets and liabilities of the Company as of June 30, 2003 and September 30,2006, the designated assets and liabilities of a joint venture named Caikaowang Company Limited of which certain assets and liabilities were contributed by Beijing 100 Online Education Information Consulting Co., Ltd. as of November 30, 2007and May 31, 2008, the designated assets and liabilities of a joint venture named Beijing Zhengbao Yucai Education Technology Co., Ltd. of which certain assets and liabilities were contributed by Beijing Yinglun Yucai Education Consulting Co.,Ltd. as of March 10, 2009 and the designated assets and liabilities of a joint venture named Zhejiang Champion Xinlixiang Education Management Co., Ltd. of which certain assets and liabilities were contributed by Mr. Junnan Ye and Mr. Xiujie Hu fromtheir Gaokao re-take business as of September 30, 2009 to serve the Holding Company as a basis for allocation of the purchase price to the various accounts for financial reporting purposes in accordance with U.S. GAAP; and c) the employees andnon-employees share options (the “Options”) as of April 18, 2008 and May 31, 2008 and non-employees share options as of June 30, 2008 for financial reporting purposes in accordance with U.S. GAAP. In reaching our valuationconclusions, we relied on the accuracy and completeness of the financial statements and other data provided by the Holding Company and its representatives. We did not audit or independently verify such financial statements or other data and take noresponsibility for the accuracy of such information. The Holding Company determined the fair value of Ordinary Shares and Options and our valuation reports were used to assist the Holding Company in reaching its determinations. 

In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S.Securities Act of 1933, as amended, or the rules and regulations adopted by the Securities and Exchange Commission thereunder (the “Act”), nor do we admit that we are experts with respect to any part of such Annual Report within themeaning of the term “experts” as used in the Act.