Mail Stop 3561

                                                            June 13, 2018

Via E-mail
Weihao Xu
Chief Financial Officer
111, Inc.
3-4/F, No. 295 ZuChongZhi Road,
Pudong New Area
Shanghai, 201203
The People's Republic of China

       Re:     111, Inc.
               Draft Registration Statement on Form F-1
               Submitted May 17, 2018
               CIK No. 0001738906

Dear Mr. Xu:

       We have reviewed your draft registration statement 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 this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

General

1.     Please supplementally provide us with copies of all written
communications, as defined
       in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
       behalf, present to potential investors in reliance on Section 5(d) of
the Securities Act,
       whether or not they retain copies of the communications.

2.     We note that throughout the prospectus you include industry data and
certain financial
       information only in Renminbi. Please include the U.S. dollar equivalent.
 Weihao Xu
111, Inc.
June 13, 2018
Page 2

Prospectus Summary, page 1

3.     We note your references, in this location and elsewhere, to an industry
report prepared by
       Frost & Sullivan, which was used to prepare this registration statement.
Please provide
       us with a copy of the report, clearly marked to highlight the applicable
portion or section
       of the report and cross-referenced to the appropriate location in the
filing. Otherwise,
       please confirm to us that your sources are widely available to the
public. Additionally,
       please revise the industry data disclosure to provide the date of the
sources.

4.     We note your disclosure regarding the description of your New Retail
Platform as well as
       your smart supply chain and cloud-based solutions. Please revise the
summary to present
       the subject matter in clear, concrete, everyday words. Refer to Rule 421
of Regulation C.
       In this regard, please clarify the services your offer to consumers,
pharmacies,
       pharmaceutical manufacturers and medical professionals.

Summary Operating Data, pages 11 and 76

5.     We note you present here operating metrics GMV, Average revenue per
consumer and
       Quarterly repurchase rate. Please tell us and revise to disclose in
detail what each metric
       represents, how they are computed, underlying assumptions, your
inclusion or exclusion
       of discounts, returns, etc., and identify separately GMV associated with
sales by third-
       party sellers on your online platform. In addition, please disclose how
these metrics are
       used by management, useful to investors and their limitations.

6.     Please provide us the computations of the operating metrics presented
here and a
       reconciliation of GMV to net product revenues for each period presented.

Risk Factors

Risks Related to Doing Business in China, page 37

7.     Please expand your risk factors to address the risks associated with the
limited ability of
       U.S. regulators to conduct investigations and inspections within China.

Certain judgments obtained against us by our shareholders may not be
enforceable, page 53

8.     We note your disclosure that the deposit agreement provides shareholders
the right to
       submit claims against the company to arbitration. Please describe these
provisions in
       greater detail under the "Description of American Depositary Shares"
section.

We are a foreign private issuer within the meaning of the rules under the
Exchange Act, page 57

9.     We note that you plan to apply for listing on an either the New York
Stock Exchange or
       Nasdaq Global Market. If you intend to rely on exchange rules that
permit foreign
 Weihao Xu
111, Inc.
June 13, 2018
Page 3

       private issuers to follow their home country requirements to some extent
concerning
       corporate governance issues, then please revise this risk factor or
provide a separate risk
       factor that discloses this reliance and describes the corporate
governance matters
       affected.

Capitalization, page 63

10.    Please revise to disclose in detail the adjustments made in arriving at
the pro forma and
       pro forma as adjusted amounts.

Management's Discussion and Analysis of Financial Condition and Results of
Operations,
page 77

11.    Please discuss any known trends or uncertainties that are reasonably
likely to have a
       material effect on your profitability. For example, we note that your
total operating costs
       and expenses for the past two fiscal years exceeded your total net
revenues for the
       comparable periods. If this is a known trend that is reasonably likely
to continue, please
       disclose. See Part I, Item 5.D of Form 20-F.

Results of Operations

Net Revenues, page 83

12.    We note your disclosure that your product revenues increased by 9.1%.
and service
       revenue increased by 195.5%. Please discuss in detail (i) the primary
drivers that
       contributed to this growth and (ii) discuss any known material trends,
seasonal effects
       and uncertainties.

Operating costs and expenses, page 84

13.    Please expand your disclosures to discuss in detail the business reasons
for the significant
       decline in various categories of your operating costs and expenses in
2017. In
       circumstances where there is more than one business reason for a change
between
       periods, please also quantify the incremental impact of each individual
business reason
       discussed on the overall change in the line item. Refer to Item
303(a)(3) of
       Regulation S-K.

Liquidity and Capital Resources, page 86

14.    Please disclose material amounts of cash and short-term investments
disaggregated by
       currency denomination as of the most recent balance sheet date in each
jurisdiction in
       which your affiliated entities are domiciled.
 Weihao Xu
111, Inc.
June 13, 2018
Page 4

Operating Activities, page 87

15.      Please revise to include a robust discussion describing and
quantifying the specific effect
         of the significant drivers that contributed to the material changes in
your operating cash
         flows. The disclosures should also include a discussion of the
underlying reasons for
         changes in working capital items (e.g., accounts receivable,
inventories, accounts
         payable, etc.) that affect operating cash flows. See guidance in
Section IV.B.1 of SEC
         Release 33-8350.

PRC Regulation, page 125

16.      Please revise your disclosure under this heading as follows:
         Make clear the classification of your wholly-owned and 70% owned PRC
subsidiaries
         under the Guidance Catalogue of Industries for Foreign Investment; and
         Make clear the status of each PRC entity under the Provisional Filing
Administrative
         Measures of Establishment and Modifications for Foreign Investment
Enterprises. Also,
         please clarify whether any updates have been made to such filings, as
necessary.

Governing Law/Waiver of Jury Trial, page 172

17.      Please clarify whether the waiver of the right to a jury trial applies
to claims made under
         the federal securities laws.

Financial Statements

Notes to Consolidated Financial Statements

1. Organization and Principal activities, page F-7

18.      We note your disclosure that you accounted for the contractual
arrangements and related
         transactions akin to a reorganization of entities under common
control. Please explain
         and expand your disclosure to describe the nature of the control
relationship between the
         entities prior to the transactions. Please refer to ASC 805-50-50-4
and ASC 850-10-50-6
         for guidance.

2. Summary of Principal Accounting Policies, page F-11

(b) Basis of consolidation, page F-9

19.      We note you entered into several agreements with Yihao Pharmacy and
its nominee
         shareholders. Please disclose the duration and expiry date of each of
the agreements.

20.      We note your disclosure that you are the primary beneficiary of Yihao
Pharmacy, Yihao
         Pharmaceutical Chain and Shanghai Yaowang (VIEs) and consolidate their
operations,
 Weihao Xu
111, Inc.
June 13, 2018
Page 5

       assets and liabilities. Please provide us with a robust analysis on how
you determined
       that you are the primary beneficiary of the VIEs and revise your
disclosures as
       appropriate. Your expanded disclosure should address how you are
entitled to receive
       substantially all economic benefits attributable to VIEs or absorb a
majority of the VIE's
       losses. Refer to FASB ASC 810-10-25-38. In addition, provide the
disclosures outlined
       in FASB ASC 810-10-50-5A, as applicable.

(ab) Segment Reporting, page F-25

21.    We note you offer several products as disclosed on page 112. Please tell
us how you
       considered the guidance in ASC 280-10-50-40 in providing disclosure
regarding revenues
       by product.

Undertakings, page II-3

22.    Please provide the undertakings required by Item 512(a)(5)(ii) and Item
512(a)(6) of
       Regulation S-K. Item 512(a)(5)(ii) is required for any prospectus filed
in reliance on
       Rule 430C and Item 512(a)(6) is required for any offering that involves
an initial
       distribution of securities pursuant to Rule 159A. For guidance, refer to
Securities Act
       Rules Compliance and Disclosure Interpretation, Question 229.01.

Exhibit Index, page II-4

23.    Please file your lease agreements for the facilities described on page
124. Refer to Item 8
       of Form F-1.

       You may contact Blaise Rhodes at (202) 551-3774 or Raj Rajan at (202)
551-3388 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at (202) 551-5833 or Brigitte Lippmann at (202) 551-3713
with any other
questions.


                                                            Sincerely,

                                                            /s/ Brigitte
Lippmann (for)

                                                            John Reynolds
                                                            Assistant Director
                                                            Office of
Beverages, Apparel, and
                                                            Mining


cc:    Z. Julie Gao, Esq.
       Skadden, Arps, Slate, Meagher & Flom LLP