September 26, 2019

Daniel Yong Zhang
Chief Executive Officer
Alibaba Group Holding Ltd
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

       Re: Alibaba Group Holding Ltd
           Form 20-F for the Fiscal Year Ended March 31, 2019
           Filed June 5, 2019
           File No. 001-36614

Dear Mr. Yong Zhang:

       We have limited our review of your filing to the financial statements
and related
disclosures 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 March 31, 2019

Item 4. Information on the Company
C. Organizational Structure
VIE equity holders after the VIE Structure Enhancement, page 117

1.    Please tell us and consider disclosing the specific selected members of
the Alibaba
      Partnership or your management referenced in footnote (1) of your page
118 organization
      diagram.
 Daniel Yong Zhang
FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
Comapany 26, 2019
September NameAlibaba Group Holding Ltd
September 26, 2019 Page 2
Page 2
FirstName LastName
Item 18. Financial Statements
Notes to Consolidated Financial Statements
4. Significant restructuring transaction, mergers and acquisitions and
investments
(b) Acquisition of Alibaba Pictures Group Limited ("Alibaba Pictures"), page
F-41

2.       We note that you consolidated Alibaba Pictures Group Limited ("Alibaba
Pictures") in
         fiscal 2015, deconsolidated it in fiscal 2016, and consolidated it
again during fiscal 2019.
         We further note that you recorded significant gains during fiscal year
2015 and 2019
         related to these transactions and also recorded a significant
impairment of your Alibaba
         Pictures investment during fiscal 2018. Please address the following
comments related to
         your investment in Alibaba Pictures:

             Provide us with a complete historical narrative of your
transactions involving Alibaba
             Pictures. In doing so, tell us the business purpose and intent of
the transactions
             causing the consolidation changes. Tell us why you decided to
acquire a controlling
             interest in Alibaba Pictures in June 2014, why you decided to
relinquish control over
             Alibaba Pictures by not participating in the June 2015 financing
transaction, and why
             you decided to participate in the March 2019 equity offering at a
level that resulted in
             a controlling equity interest rather than merely maintaining your
49% equity interest.
             If currently known, also provide us with a forward-looking view of
your investment
             intentions.

             Please tell us how you determined the fair value of your
previously held Alibaba
             Pictures investment on the date of your March 2019 acquisition. If
the amount was
             not entirely based on the publicly traded stock price of Alibaba
Pictures, explain to us
             in sufficient detail the method used to determine fair value and
why you believe the
             method employed was appropriate.

             We note that you deconsolidated Alibaba Pictures during fiscal
2016 when shares
             were issued to third party investors and your ownership percentage
fell below 50%.
             Citing authoritative GAAP literature, explain in sufficient detail
your consolidation
             policy, including whether you assess Alibaba Pictures for
consolidation under the
             variable or voting interest model. Ensure you fully explain
shareholder rights, board
             composition, and any contractual arrangements that influence
control. If Alibaba
             Pictures is a voting interest entity, explain to us if you are
able to unilaterally control
             whether or not your investment exceeds 50%.

(c) Acquisitions and integration of Rajax Holding ("Ele.me") and Koubei Holding
Limited
("Koubei"), page F-43

3.       Please address the following comments related to your acquisitions and
integration of
         Ele.me and Koubei:
 Daniel Yong Zhang
FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
Comapany 26, 2019
September NameAlibaba Group Holding Ltd
September 26, 2019 Page 3
Page 3
FirstName LastName


             We note that during May 2018 a joint investment vehicle, owned by
you and Ant
             Financial, acquired all outstanding shares of Ele.me that it did
not already own,
             resulting in Ele.me becoming your consolidated subsidiary. Tell us
your effective
             equity ownership percentage in Ele.me immediately after this
transaction. To assist us
             in understanding your response, please tell us your and Ant
Financial's respective
             ownership of this joint investment vehicle and whether your
relative ownership
             changed over time. Also tell us how your ownership of the joint
investment vehicle
             corresponds to the percentage of each Ele.me equity purchase that
you financed and
             how it corresponds to your effective equity ownership percentage
in Ele.me
             immediately following the May 2018 equity purchase.

             We note that during December 2018 you completed the integration of
Ele.me and
             Koubei under a newly established holding company and that you paid
cash
             consideration of RMB 3,196 million in connection with the
integration. We note that
             the integration resulted in your holding an approximate 72%
interest in the new
             holding company, the consolidation of Koubei, a material gain of
RMB 21,990 million
             related to the revaluation of your previously held Koubei equity
interest, and an
             increase in noncontrolling interest and APIC for the reduction of
your effective equity
             interest in Ele.me. Citing authoritative GAAP literature, tell us
in sufficient detail the
             guidance you followed in accounting for the integration
transaction. Considering you
             had ceased recording your share of Koubei's losses under the
equity method since
             your cumulative share of losses had exceeded your investment,
please help us
             understand the practicality of recording a significant revaluation
gain. In doing so,
             explain how you determined the consideration issued to acquire the
additional Koubei
             interest and your retained interest were appropriately valued and
how the exchange
             was equitable to all parties. Also tell us your effective equity
interest in Koubei after
             the integration transaction and clarify the nature of the
"non-cash consideration" listed
             in the purchase price table on page F-46.
5. Revenue, page F-61

4.       Please refer to your tabular presentation of revenue by type on page
F-62. We note that
         "Sales of goods" has increased over time as a percentage of total
revenue and exceeded
         10% of your total revenues in fiscal 2019. Please tell us how you
considered the guidance
         in Rule 5-03(b)(1) and (2) of Regulation S-X to separately disclose on
the face of your
         income statement revenues and cost of revenue related to tangible
products and revenues
         and cost of revenue related to services.

11. Investment securities and fair value disclosure , page F-73

5.       In periods where you adjust the carrying amount of an investment in
privately-held
 Daniel Yong Zhang
Alibaba Group Holding Ltd
September 26, 2019
Page 4
         companies measured under the measurement alternative, such as through
impairments and
         adjustments for observable price changes, please provide the
nonrecurring fair value
         measurement disclosures required by ASC 820-10-50-2(a). When material,
ensure you
         identify the specific investment subject to adjustment. If you do not
believe these
         disclosures are required, please tell us why.
       In closing, 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 Andrew Blume, Staff Accountant, at (202) 551-3254 or
Jennifer
Thompson, Accounting Branch Chief, at (202) 551-3737 with any questions.



FirstName LastNameDaniel Yong Zhang                        Sincerely,
Comapany NameAlibaba Group Holding Ltd
                                                           Division of
Corporation Finance
September 26, 2019 Page 4                                  Office of Consumer
Products
FirstName LastName