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                              August 10, 2022

       Hui Jin
       Chief Executive Officer
       H World Group Ltd.
       No. 699 Wuzhong Road
       Minhang District
       Shanghai 201103
       People   s Republic of China

                                                        Re: H World Group Ltd.
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2021
                                                            Filed April 27,
2022
                                                            File No. 001-34656

       Dear Hui Jin:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments 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 our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the Fiscal Year Ended December 31, 2021

       Item 3. Key Information, page 4

   1.                                                   Please disclose
prominently whether the contractual arrangements underlying the variable
                                                        interest entity (VIE)
model have been tested in court. Explain whether the VIE structure
                                                        is used to provide
investors with exposure to foreign investment in China-based
                                                        companies where Chinese
law prohibits direct foreign investment in the operating
                                                        companies, and disclose
that investors may never hold equity interests in the Chinese
                                                        operating company. Your
disclosure should acknowledge that Chinese regulatory
                                                        authorities could
disallow this structure, which would likely result in a material change in
                                                        your operations and/or
a material change in the value of the securities you are registering
                                                        for sale, including
that it could cause the value of such securities to significantly decline
                                                        or become worthless.
Provide a cross-reference to your detailed discussion of risks facing
 Hui Jin
FirstName  LastNameHui Jin
H World Group   Ltd.
Comapany
August  10, NameH
            2022 World Group Ltd.
August
Page 2 10, 2022 Page 2
FirstName LastName
         the company and the offering as a result of this structure.
2.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. For example, disclose, if true, that
your subsidiaries
         and/or the VIE conduct operations in China, that the VIE is
consolidated for accounting
         purposes but is not an entity in which you own equity, and that the
holding company does
         not conduct operations. Disclose clearly the entity (including the
domicile) in which
         investors are purchasing an interest.
3.       Please provide early in Item 3a diagram of the company   s corporate
structure, identifying
         the person or entity that owns the equity in each depicted entity.
Describe all contracts and
         arrangements through which you claim to have economic rights and
exercise control that
         results in consolidation of the VIE   s operations and financial
results into your financial
         statements. Identify clearly the entity in which investors are
purchasing their interest and
         the entity(ies) in which the company   s operations are conducted.
Describe the relevant
         contractual agreements between the entities and how this type of
corporate structure may
         affect investors and the value of their investment, including how and
why the contractual
         arrangements may be less effective than direct ownership and that the
company may incur
         substantial costs to enforce the terms of the arrangements. Disclose
the uncertainties
         regarding the status of the rights of the Cayman Islands holding
company with respect to
         its contractual arrangements with the VIE, its founders and owners,
and the challenges the
         company may face enforcing these contractual agreements due to legal
uncertainties and
         jurisdictional limits.
4.       We note disclosure in the financial statements the Cayman Islands
holding company is the
         primary beneficiary of the VIEs. However, neither the investors in the
holding company
         nor the holding company itself have an equity ownership in, direct
foreign investment in,
         or control of, through such ownership or investment, the VIEs.
Accordingly, please refrain
         from implying that the contractual agreements are equivalent to equity
ownership in the
         business of the VIE. Any references to control or benefits that accrue
to you because of
         the VIEs should be limited to a clear description of the conditions
you have satisfied for
         consolidation of the VIEs under U.S. GAAP. Additionally, your
disclosure should clarify
         that you are the primary beneficiary of the VIEs for accounting
purposes.
5.       We note your disclosure on page 8 that you, your subsidiaries, or the
VIEs are not
         required to obtain from Chinese authorities such as the CSRS, CAC, or
any other
         authority to operate your business and to offer the securities being
registered to foreign
         investors. Please disclose how you reached such a determination (e.g.,
internal legal
         analysis, opinion of external counsel or other advisor, etc.). To the
extent that you are
         relying on the opinion of counsel, please name and file their consent.
 Hui Jin
H World Group Ltd.
August 10, 2022
Page 3
Part I
Item 3. D. Risk Factors, page 8

6.       Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of the VIE structure do not
comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, the
         securities you are registering may decline in value or become
worthless if the
         determinations, changes, or interpretations result in your inability
to assert contractual
         control over the assets of your PRC subsidiaries or the VIEs that
conduct some of your
         operations.
Item 5.Operating and Financial Review and Prospects
5.B. Liquidity and Capital Resources
Restrictions on Cash Transfers to Us, page 102

7.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
          Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and the consolidated VIEs, and
the direction
         of transfer. Quantify any dividends or distributions that a subsidiary
or consolidated VIE
         have made to the holding company and which entity made such transfer,
and their tax
         consequences. Similarly, quantify dividends or distributions made to
U.S. investors, the
         source, and their tax consequences. Your disclosure should make clear
if no transfers,
         dividends, or distributions have been made to date. Describe any
restrictions and
         limitations on your ability to settle amounts owed under the VIE
agreements. Provide
         cross-references to the condensed consolidating schedule and the
consolidated financial
         statements.
        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.

       You may contact Babette Cooper at 202-551-3396 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or Jeffrey Gabor at 202-551-2544 with any
other
questions.



FirstName LastNameHui Jin                                        Sincerely,
Comapany NameH World Group Ltd.
                                                                 Division of
Corporation Finance
August 10, 2022 Page 3                                           Office of Real
Estate & Construction
FirstName LastName