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                             January 16, 2023

       Qi Chen
       Chief Executive Officer
       MOGU Inc.
       Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road
       Xihu District, Hangzhou, 310012
       People   s Republic of China

                                                        Re: MOGU Inc.
                                                            Form 20-F for
Fiscal Year Ended March 31, 2022
                                                            Response dated
October 7, 2022
                                                            File No. 001-38748

       Dear Qi Chen:

              We have reviewed your October 7, 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 13, 2022 letter.

       Annual Report on Form 20-F Filed on July 15, 2022

       Item 3. Key Information, page 3

   1.                                                   We note your response
to comment 3. Please revise your disclosure to affirmatively state
                                                        that your Hong Kong
subsidiary does not have any operations.
       Our Holding Company Structure and Contractual Arrangements with the
VIEs, page 4

   2.                                                   We note your proposed
amended disclosure in response to comment 4 and reissue in part.
                                                        Please revise your
diagram of the company's corporate structure to identify the persons or
                                                        entities that own
equity in MOGU Inc. Your disclosure currently identifies only the
                                                        persons or entities
that own equity in your subsidiaries and the VIEs. Please also amend
 Qi Chen
MOGU Inc.
January 16, 2023
Page 2
         your disclosure to disclose the challenges the company may face
enforcing the contractual
         agreements with the VIEs due to jurisdictional limits.
Permissions Required from the PRC Authorities for Our Operations, page 6

3.       We note your proposed amended disclosure in response to comment 6 and
reissue in part.
         Please expand your discussion of the permissions or approvals that
you, your subsidiaries,
         or the VIEs are required to obtain from Chinese authorities to include
permissions or
         approvals needed to offer your securities to foreign investors. Your
current disclosure
         only addresses the permissions or approvals required to operate the
business. Please
         also describe the consequences to you and your investors if you, your
subsidiaries, or the
         VIEs: (i) do not receive or maintain such permissions or approvals,
(ii) inadvertently
         conclude that such permissions or approvals are not required, or (iii)
applicable laws,
         regulations, or interpretations change and you are required to obtain
such permissions or
         approvals in the future. Revise to state whether any of the
permissions or approvals
         required to operate your business or offer your securities have been
denied. Finally, while
         your proposed revised disclosure indicates that you, your
subsidiaries, the VIEs and their
         subsidiaries are not required to obtain permissions from the CSRC, you
have not
         affirmatively stated the same with respect to the CAC, if true; please
revise.
4.       We note your response to comment 7, as well as your statement that
counsel has advised
         that you, your subsidiaries and the VIEs are not required, with a few
identified exceptions,
         to obtain licenses and permits that are material to conduct your
operations. Please revise
         to delete the word "material" and refer to "permissions and approvals"
instead of "licenses
         and permits." Also, if you have received similar advice of counsel
with respect to your
         conclusions as to whether you need permissions and approvals to offer
securities to
         investors, state as much; if you have not, state as much, explain why,
and explain the basis
         for these conclusions.
Transfers of Cash within the Group, page 11

5.       We note your proposed amended disclosure in response to comment 9.
Please expand the
         heading of your risk factor to also include the risk that, to the
extent cash in the business is
         in Hong Kong or a Hong Kong entity, the funds may not be available to
fund operations
         or for other use outside of Hong Kong 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. Please also revise any
cross-references to
         this risk factor.
6.     We note your proposed amended disclosure in response to comment 10.
Throughout the
       filing, wherever you state that you receive economic benefits from the
VIEs, please
FirstName LastNameQi Chen
       qualify such statement with disclosure of the conditions you have
satisfied for
Comapany    NameMOGU
       consolidation of theInc.
                             VIEs under U.S. GAAP and the fact that you are the
primary
Januarybeneficiary for of
         16, 2023 Page  2 the VIEs for accounting purposes.
FirstName LastName
 Qi Chen
FirstName
MOGU Inc.LastNameQi Chen
Comapany
January 16,NameMOGU
           2023        Inc.
January
Page 3 16, 2023 Page 3
FirstName LastName
7.       We note your proposed amended disclosure in response to comment 11.
Please expand
         your disclosure to disclose the source of your policies (e.g., whether
they are contractual
         in nature, pursuant to regulations, etc.).
8.       Please disclose your intentions to settle amounts owed under the VIE
agreements.
Summary of Risk Factors, page 13

9.       We note your proposed amended disclosure in response to comment 12. In
your summary
         of risk factors, please note that each summary risk factor should have
a cross-reference,
         including page numbers, to the relevant risk factor that includes the
title of the relevant
         risk factor.
       Please contact Alyssa Wall at 202-551-8106 or Lilyanna Peyser at
202-551-3222 with
any questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Trade
& Services