November 5, 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
           Response Dated October 25, 2019
           File No. 001-36614

Dear Mr. Yong Zhang:

       We have reviewed your October 25, 2019 response to our comment letter
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. Unless we note otherwise, our references to prior comments are to
comments in our
September 26, 2019 letter.

Form 20-F for the Fiscal Year Ended March 31, 2019

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

1.    We note your response to comment 2 and have the following comments:

           Please tell us whether you identified any related parties for
purposes of your
           consolidation analysis under ASC 810. If so, tell us how you
considered these related
           parties when concluding it was appropriate to deconsolidate Alibaba
Pictures in June
           2015 and to consolidate it in March 2019.
 Daniel Yong Zhang
FirstName LastNameDaniel Yong Zhang
Alibaba Group Holding Ltd
Comapany 5, 2019
November NameAlibaba Group Holding Ltd
November 5, 2019 Page 2
Page 2
FirstName LastName

              Please tell us if you own financial instruments in Alibaba
Pictures, such as options,
              warrants, and convertible instruments, that provide you with
potential voting rights.
              If so, tell us whether and how you considered such items in the
determination of
              whether you had a controlling financial interest during the
periods you did not
              consolidate Alibaba Pictures. Regardless of whether you
considered these potential
              voting rights in your analysis, ensure that you provide us with a
comprehensive
              narrative of the instruments you currently own and have
historically owned. Detail
              the number of additional shares issuable upon exercise or
conversion and your
              potential ownership percentage on a fully-diluted basis and
explain whether such
              items are currently exercisable or convertible, in or out of the
money, and whether
              they had nominal exercise prices.

              We note that you did not consolidate Alibaba Pictures from June
2015 through March
              2019, a timeframe when your ownership percentage approached but
did not exceed
              50%. Provide us with a comprehensive rollforward of the
composition of Alibaba
              Picture's Board of Directors and executive officers immediately
prior to, during, and
              immediately after this timeframe. In doing so, provide us with
the name,
              background, and employment of each director and executive
officer, the start and end
              dates of each individual's term or tenure, and clarify whether or
not you voted for or
              nominated each individual. To the extent applicable, explain if
and how you
              immediately lost board control at the time of the March 2015
financing round that
              diluted your ownership percentage to 49.5%. Ensure you
appropriately identify
              the individuals who are your officers or employees and all
individuals associated with
              your related parties and affiliates.
(c) Acquisitions and integration of Rajax Holding ("Ele.me") and Koubei Holding
Limited
("Koubei"), page F-43

2.       We note your response to comment 3 and have the following comments:

              It appears from your response that you determined the fair value
of both the
              approximately 17% equity interest in Ele.me that you gave up in
this transaction to
              acquire an additional 30% equity interest in Koubei and the 42%
previously held
              equity interest in Koubei that you revalued based on a valuation
of the post-
              integration company. Please tell us in more detail how the
valuation of the post-
              integration company was allocated between Ele.me and Koubei to
allow you to
              determine the fair value of the Ele.me or Koubei equity on a
stand-alone basis.

              We note that you had discontinued applying the equity method to
Koubei pursuant to
              the guidance in ASC 323-10-35-20. Please quantify for us your
share of Koubei's
              cumulative unrecognized losses at the date you acquired control.

              We note that you accounted for the increase in your effective
equity interest in
 Daniel Yong Zhang
Alibaba Group Holding Ltd
November 5, 2019
Page 3
              Koubei as a step acquisition of Koubei. Please provide us with
your analysis of
              whether it would be appropriate under US GAAP to treat a portion
of the additional
              investment in Koubei as the funding of prior losses and limit the
Koubei revaluation
              gain by your share of unrecognized losses.


     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
November 5, 2019 Page 3                                       Office of Trade &
Services
FirstName LastName