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                            December 5, 2023

       Tony Tianyu Hou
       Chief Financial Officer
       Sea Limited
       1 Fusionopolis Place, #17-10
       Galaxis Singapore 138522

                                                        Re: Sea Limited
                                                            Form 20-F for
Fiscal Year Ended December 31, 2022
                                                            Filed April 6, 2023
                                                            File No. 001-38237

       Dear Tony Tianyu Hou:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments.

              Please respond to this letter 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 a
       comment applies to your facts and circumstances, please tell us why in
your response.

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

       Form 20-F for Fiscal Year Ended December 31, 2022

       Item 5. Operating and Financial Review and Prospects
       A. Operating Results
       Results of Operations
       Year Ended December 31, 2022 Compared to Year Ended December 31, 2021,
page 97

   1.                                                   Please revise your
discussion of year over year changes in operating results to include
                                                        more fulsome
information supporting your explanations for each change. For example,
                                                        you state the decrease
in revenue in Digital Entertainment for fiscal 2022 is due to
                                                        ongoing moderation in
user engagement and monetization, but you do not provide any
                                                        metrics on an annual
basis (such as number of users, new accounts per month, active
                                                        users or average
digital purchase dollars per user) or other relevant information to
                                                        understand the reason
for the decrease. Similarly, you state the increase in revenue in E-
                                                        commerce and other
services for fiscal 2022 is due to improved monetization in your e-
                                                        commerce business and
the growth of your credit business, but do not provide information
                                                        such as average
transaction value, quantification of the growth in your credit business,
 Tony Tianyu Hou
FirstName
Sea LimitedLastNameTony Tianyu Hou
Comapany5,
December   NameSea
             2023 Limited
December
Page 2    5, 2023 Page 2
FirstName LastName
         changes in interest rates, number of loans outstanding, average value
per loan outstanding
         or other relevant information to understand the reason for the
increase. Refer to the
         guidance in the appropriate sections of Item 5 and related
instructions thereto of Form 20-
         F. Please note material variances in other line items presented should
be similarly
         analyzed.
2.       Please explain to us and reconcile the amounts presented for
"E-commerce and other
         services" and "Sales of goods" on page 96 to the amounts presented for
"E-commerce,"
         "Digital Financial Services" and "Other Services" presented on pages
100 and 101. In
         connection with this, it appears revenue, cost of revenue and gross
profit of "Digital
         Financial Services" are included in the respective amounts for
"E-commerce and other
         services" but appears material for fiscal 2022 for separate
presentation and
         analysis. Please consider separate presentation on this basis so that
investors may better
         understand your operations.
3.       Please explain to us and consider disclosing as appropriate the basis
for the level of the
         gross margins for each of digital entertainment, e-commerce and other
services and sales
         of goods reported on pages 97 and 99 and the reason for the variation
in the gross margins
         between these operations so that investors may have a better
understanding of the
         contribution of each of these operations to your results.
4.       You disclose the provision for credit losses increased 337.5% for
fiscal 2022 primarily
         driven by increases in the growth in your loan book. However, your
gross loans receivable
         balance only increased 42% as of December 31, 2022 compared to
December 31, 2021.
         Please tell us whether there were specific changes in borrower
characteristics or standards
         leading to this increase in default, and/or whether this increase was
related to specific
         unusual events or circumstances.
B. Liquidity and Capital Resources
Cash Flows and Working Capital
Operating Activities, page 102

5.       You state the decrease in the change in escrow payables and advances
from customers for
         fiscal 2022 is in line with GMV growth. Please disclose how these two
items correlate to
         impact your operating cash flows and the extent thereof between fiscal
2022 and 2021.
         You also refer to a decrease in the change in accrued expenses and
other payables as a
         factor in the change in operating cash flows between fiscal 2022 and
2021, but it is not
         clear how the change in these accrued balances between the respective
year end dates
         impacts the amount of operating cash expended for the noted marketing
and welfare
         expenses for the entirety of fiscal 2022 relative to the entirety of
fiscal 2021. It also
         appears from the significant increases in general and administrative
expenses and research
         and development expenses in fiscal 2022 relative to fiscal 2021
reported in the statements
         of operations that cash expended for these in each year may have
impacted the amount of
         the change in operating cash flows between these years. Note merely
citing changes in
         results, working capital items and noncash items reported in the
statement of cash flows
 Tony Tianyu Hou
FirstName
Sea LimitedLastNameTony Tianyu Hou
Comapany5,
December   NameSea
             2023 Limited
December
Page 3    5, 2023 Page 3
FirstName LastName
         may not provide a sufficient basis to understand why the amount of
operating cash
         changed between periods. Refer to Item 5 of Form 20-F (as directed by
Form F-1), in
         particular the introductory paragraph thereof and instructions 1 and 9
of instructions to
         Item 5, section III.D of Release No. 33-6835, section IV.B.1 of
Release No. 33-8350 and
         Release No. 33-10890 for guidance.


6.       Please discuss the operational reasons for the negative operating cash
flows for fiscal 2022
         and explain how you intend to meet your cash requirements and maintain
operations.
         Refer to instruction 1 to "Instructions to Item 5" in Form 20-F and
section IV.B.1 of
         Release No. 33-8350. Also discuss if this condition is a known trend
pursuant to Item 5.D
         of Form 20-F and your expectations concerning this condition.
E. Critical Accounting Estimates, page 107

7.       Please revise your discussion to include insight into the quality,
sensitivity and variability
         regarding the material factors, assumptions, judgments and
uncertainties that have
         materially affected or may materially affect amounts reported. To the
extent practicable
         and material, provide quantitative disclosure, with sensitivity
analysis of how your results
         may differ under different factors, assumptions, and judgments you
considered. Refer to
         Item 5.E of Form 20-F and Section V of Release No. 33-8350 for
guidance. Consider
         expanding your discussion in this regard concerning: (i) determination
of the estimated
         service period for revenue recognition and its impact on the amount of
revenue defer and
         subsequently recognize, (ii) fair value and impairment evaluation of
investments in equity
         securities, (iii) computation of share-based compensation, (iv)
determination of the
         amount of uncertain tax positions and deferred taxes, and (v)
impairment of long lived
         assets in the E-commerce segment.
Consolidated Statements of Cash Flows, page F-15

8.       You present the change in "loans receivable" as an investing activity.
At December 31,
         2022, the predominant majority of the balance of loans receivable is
reported as a current
         asset and is for consumers. Please explain to us in sufficient detail
the nature and purpose
         of loans receivable with consumers, including how they originate, and
the basis for your
         presentation in the statements of cash flows.
Notes to the Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
(o) Revenue recognition
(i) Digital entertainment revenue, page F-36

9.       You disclose proceeds from the sales are initially recognized as
escrow payables and
         advances from customers and subsequently reclassified to deferred
revenue when the
         users make in game purchases of virtual goods within the games. Please
explain to us and
 Tony Tianyu Hou
Sea Limited
December 5, 2023
Page 4
         disclose as appropriate what "sales" have occurred when proceeds are
initially recognized
         as escrow payables and advances from customers, how this amount is
initially determined
         and how the proceeds are received by you.
(b) User-based revenue model, page F-37

10.      Please explain to us and disclose as appropriate when this model is
applicable and the
         basis for the amount of revenue recognized.
(iii) Digital financial services, page F-39

11.      Please explain to us and disclose as appropriate the basis for
granting loans to customers,
         in particular those for consumers, and the typical general terms and
conditions associated
         with such loans, such as but not limited to length of time, interest
rate, repayment, and
         determination of associated fees.
Note 4. Goodwill and Acquisitions, page F-46

12.      Please revise your disclosure to include the goodwill disclosures
required by ASC 350-20-
         50-1 for each of your reportable segments as well as in total.
Note 14. Share-Based Compensation, page F-61

13.      Please explain to us why you believe using the simplified method to
determine the
         expected term is appropriate in your circumstances. We note you have
reported historical
         exercise data since fiscal 2017. Refer to Question 6 of SAB Topic
14.D.2.

Note 21. Segment Reporting, page F-72

14.      Please disclose the amount of assets for each reportable segment and
provide a
         reconciliation to your consolidated total assets. Refer to the
guidance in ASC 280-10-50-
         22 and 30(c).
       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.

       Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309
with any
questions.



FirstName LastNameTony Tianyu Hou                              Sincerely,
Comapany NameSea Limited
                                                               Division of
Corporation Finance
December 5, 2023 Page 4                                        Office of Trade
& Services
FirstName LastName