United States securities and exchange commission logo





                            December 12, 2022

       Daniel Yong Zhang
       Chairman and 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
Fiscal Year Ended March 31, 2022
                                                            Response Dated
October 3, 2022
                                                            File No. 001-36614

       Dear Daniel Yong Zhang:

              We have reviewed your October 3, 2022 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 7, 2022 letter.

       Response Dated October 3, 2022

       Item 3. Key Information, page 1

   1.                                                   We note your response
to comment 1 and reissue in part. Please refer to the proposed
                                                        revised disclosure
contained in Annex A and in the section captioned "Risks Related to
                                                        the VIE Structure."
Please revise to more clearly disclose that your VIE structure
                                                        involves unique risks
to investors. Additionally, please disclose more directly that
                                                        investors may never
hold equity interests in any Chinese operating companies.
   2.                                                   We note your response
to comment 5 and reissue in part. Please refer to the proposed
                                                        revised disclosure
contained in Annex A and in the section captioned "Cash Flows
                                                        through Our Company."
Please revise to provide cross-references to the condensed
 Daniel Yong Zhang
FirstName LastNameDaniel
Alibaba Group  Holding Ltd Yong Zhang
Comapany12,
December  NameAlibaba
              2022      Group Holding Ltd
December
Page 2    12, 2022 Page 2
FirstName LastName
         consolidating schedule and the consolidated financial statements.
3.       We note your response to comment 6 and reissue in part. Please refer
to the proposed
         revised disclosures contained in Annex A and in the section captioned
"Cash Flows
         through Our Company" and in Annex B. Please amend the proposed revised
disclosures to
         state that, to the extent cash or assets in the business is in the PRC
or a PRC entity, the
         funds or assets may not be available to fund operations or for other
use outside of the PRC
         due to interventions in or the imposition of restrictions and
limitations on the ability of
         you, your subsidiaries, or the consolidated VIEs by the PRC government
to transfer cash
         or assets. In the section captioned "Cash Flows through Our Company,"
provide cross-
         references to other discussions of this issue in the annual report.
4.       We note your response to comment 10 and reissue in part. Please refer
to the proposed
         revised disclosure contained in Annex A and in the section captioned
"Permissions and
         Approvals Required to be Obtained from PRC Authorities for our
Business
         Operations." We note your disclosure that you "believe that [your]
consolidated
         subsidiaries and the VIEs in China have received the material
licenses, permissions and
         approvals from the PRC authorities as are necessary for [your]
business operations in
         China." The disclosure here should not be qualified by materiality.
Please make
         appropriate revisions to your proposed revised disclosure.
5.       We note your response to comment 16 and reissue in part. Please refer
to the proposed
         revised disclosure contained in Annex A and in the section captioned
"Permissions and
         Approvals Required to be Obtained from PRC Authorities for our
Business
         Operations." With respect to the proposed revised disclosure, we note
that you do not
         appear to have relied upon an opinion of counsel with respect to your
conclusions that you
         do not need any additional permissions and approvals to operate your
business and your
         response which indicates that the company believes that obtaining an
opinion of
         counsel would be excessively burdensome for the purpose of an annual
report. Please
         revise the proposed revise disclosure in the referenced section to
disclose that an
         opinion was not obtained and explain why such an opinion was not
obtained.
D. Risk Factors
Summary of Risk Factors, page 1

6.       We note your response to comment 12 and reissue in part. Please refer
to the proposed
         revised disclosure contained in Annex B. Please revise to specifically
discuss risks arising
         from the legal system in China, including that rules and regulations
in China can change
         quickly with little advance notice. Additionally, please revise to
acknowledge any risks
         that any actions by the Chinese government to exert more oversight and
control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers
         could result in a material change in your operations and could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless. Lastly, please
         revise to include specific cross-references (titles and page numbers)
to the more detailed
 Daniel Yong Zhang
Alibaba Group Holding Ltd
December 12, 2022
Page 3
         discussion of these risks in the annual report.
Our business is subject to complex and evolving domestic and international laws
and regulations
regarding privacy and data protection, page 23

7.       We note your response to comment 13 and acknowledge the substantial
uncertainties of
         these new or proposed laws and regulations and how they will impact
the company.
         However, in light of recent events indicating greater oversight by the
Cyberspace
         Administration of China (CAC) over data security, please revise your
risk factor
         disclosure to explain in greater detail how you believe this oversight
impacts the company
         and its business and to what extent you believe that you are compliant
with the regulations
         or policies that have been issued by the CAC to date. In this regard,
we note that the
         revised risk factor continues to generally describe the new or
proposed laws and
         regulations but doesn't evaluate how the company will actually be
impacted by the new or
         proposed laws and regulations. Revise to clarify and specifically
address if you believe
         you will be subject to a cybersecurity review. To the extent you do
not believe you will
         be subject to a cybersecurity review, discuss how you came to that
conclusion including
         the underlying facts and circumstances which support that
determination. For example,
         the third paragraph discusses operators of critical information
infrastructure, network
         platform operators and data processors but doesn't provide any
analysis regarding whether
         the company will be captured by these new or proposed laws and
regulations based upon
         the company's number of users or the type of data that the company
collects. Please
         revise as applicable so investors can clearly understand how these new
or proposed laws
         and regulations will impact the company and its business and any
future offerings. Lastly,
         please revise the company's permissions and approvals discussions, as
applicable.
Risks Related to Doing Business in China
If our auditor is sanctioned or otherwise penalized by the PCAOB or the SEC as
a result of
failure to comply
FirstName           with inspection
            LastNameDaniel    Yongor...,
                                    Zhangpage 48
Comapany
8.       NameAlibaba
     We note           Group
              your response to Holding
                               commentLtd
                                       14 and reissue in part. Please
supplementally provide
     us with
December     your proposed
         12, 2022 Page 3 revised risk factor.
FirstName LastName
 Daniel Yong Zhang
FirstName LastNameDaniel
Alibaba Group  Holding Ltd Yong Zhang
Comapany12,
December  NameAlibaba
              2022      Group Holding Ltd
December
Page 4    12, 2022 Page 4
FirstName LastName
       Please contact Nicholas Nalbantian at 202-551-7470 or Donald Field at
202-551-3680
with any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:      Daniel Fertig