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                               September 23, 2021

       Feng Zhou
       Chief Executive Officer
       Youdao, Inc.
       No. 399, Wangshang Road
       Binjiang District, Hangzhou 310051
       People   s Republic of China

                                                        Re: Youdao, Inc.
                                                            Form 20-F for the
Year Ended December 31, 2020
                                                            Filed April 28,
2021
                                                            Form 6-K filed
August 19, 2021
                                                            File No. 001-39087

       Dear Dr. Zhou:

              We have reviewed your filing 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.

       Form 20-F for the Year Ended December 31, 2020

       3D. Risk Factors, page 1

   1.                                                   Revise your risk
factors to acknowledge that if the PRC government determines that the
                                                        contractual
arrangements constituting part of your VIE structure do not comply with PRC
                                                        regulations, or if
these regulations change or are interpreted differently in the future, your
                                                        shares may decline in
value or become worthless if you are unable to assert your
                                                        contractual control
rights over the assets of your PRC subsidiaries that conduct all or
                                                        substantially all of
your operations.
   2.                                                   Given the Chinese
government   s significant oversight and discretion over the conduct of
                                                        your business, please
revise to separately highlight the risk that the Chinese government
                                                        may intervene or
influence your operations at any time, which could result in a material
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FirstName LastNameFeng Zhou
Youdao, Inc.
Comapany 23,
September NameYoudao,
              2021      Inc.
September
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         change in your operations and/or the value of your ADSs. Also, given
recent statements
         by the Chinese government indicating an intent to exert more oversight
and control over
         offerings that are conducted overseas and/or foreign investment in
China-based issuers,
         acknowledge the risk that any such action 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.
3.       In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
Item 3. Key Information, page 1

4.       Please disclose prominently that you are not a Chinese operating
company but a Cayman
         Islands holding company with operations conducted by your subsidiaries
and through
         contractual arrangements with a variable interest entity (VIE) based
in China and that this
         structure involves unique risks to investors. Explain whether the VIE
structure is used to
         replicate foreign investment in Chinese-based companies where Chinese
law prohibits
         direct foreign investment in the operating companies, and disclose
that investors may
         never directly hold equity interests in the Chinese operating company.
Your disclosure
         should acknowledge that Chinese regulatory authorities could disallow
this structure,
         which would likely result in a material change in your operations
and/or value of your
         ADSs, including that it could cause the value of such securities to
significantly decline or
         become worthless. Provide a cross-reference to your detailed
discussion of risks facing the
         company and the offering as a result of this structure.
5.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your ADSs or 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. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. This summary should
address, but not
         necessarily be limited to, the risks highlighted on the
forward-looking information.
6.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in
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FirstName LastNameFeng Zhou
Youdao, Inc.
Comapany 23,
September NameYoudao,
              2021      Inc.
September
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         which investors are purchasing their interest.
7.       Disclose clearly that the company uses a structure that involves a VIE
based in China and
         what that entails and provide early in the summary a diagram of the
company   s corporate
         structure, including who the equity ownership interests are of each
entity. Describe all
         contracts and arrangements through which you purport to obtain
economic rights and
         exercise control that results in consolidation of the VIE   s
operations and financial results
         into your financial statements. Identify clearly the entity in which
investors are
         purchasing their interest and the entity(ies) in which the company   s
operations are
         conducted. Describe the relevant contractual agreements between the
entities and how
         this type of corporate structure may affect investors and the value of
their investment,
         including how and why the contractual arrangements may be less
effective than direct
         ownership and that the company may incur substantial costs to enforce
the terms of the
         arrangements. Disclose the uncertainties regarding the status of the
rights of the Cayman
         Islands holding company with respect to its contractual arrangements
with the VIE, its
         founders and owners, and the challenges the company may face enforcing
these
         contractual agreements due to uncertainties under Chinese law and
jurisdictional limits.
8.       In your summary of risk factors, disclose the risks that your
corporate structure and being
         based in or having the majority of the company   s operations in China
poses to investors.
         In particular, describe the significant regulatory, liquidity, and
enforcement risks with
         cross-references to the more detailed discussion of these risks in the
prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your ADSs. 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 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.
9.       Disclose each permission that you, your subsidiaries or your VIEs are
required to obtain
         from Chinese authorities to operate and issue these securities to
foreign investors. State
         whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the
         CSRC, CAC or any other entity that is required to approve of the VIE
s operations, and
         state affirmatively whether you have received all requisite
permissions and whether any
         permissions have been denied.
10.      Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
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Youdao, Inc.
Comapany 23,
September NameYoudao,
              2021      Inc.
September
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         Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
         as well as the ability to settle amounts owed under the VIE
agreements.
11.      We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form condensed
consolidating schedule -
         depicting the financial position, cash flows and results of operations
for the parent, the
         consolidated variable interest entities, and any eliminating
adjustments separately - as of
         the same dates and for the same periods for which audited consolidated
financial
         statements are required. Highlight the financial statement information
related to the
         variable interest entity and parent, so an investor may evaluate the
nature of assets held
         by, and the operations of, entities apart from the variable interest
entity, which includes
         the cash held and transferred among entities.
12.      Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor, and that as a result an exchange may
determine to delist your
         securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
         your disclosure to so state.
Form 6-K filed August 19, 2021

General

13.      We note the recent issuance of the Opinions on Further Alleviating the
Burden of
         Homework and After-School Tutoring for Students in Compulsory
Education, issued by
         the General Office of the CPC Central Committee and the General Office
of the State
         Council and the subsequently issued Beijing Municipality   s measures
to Further Reduce
         the Burden of Homework and After-School Tutoring on Students in
Compulsory
         Education in Beijing. We note your Form 6-K dated August 19, 2021,
which
         acknowledges the various requirements and restrictions related to the
Opinions and
         Measures and your statement that such measures are expected to have
material impacts on
         your existing K-12 course business. Elaborate upon this statement to
explain the
         following:

                Quantify the portion of your revenues that will be impacted by
each of these
              measures, not just the requirement to cease offering academic AST
classes over
              weekends, national holidays and current school break period in
Beijing.
                If other provinces have implemented similar measures,
acknowledge as much and
              provide disclosure that clarifies the impact of those measures on
you.
 Feng Zhou
Youdao, Inc.
September 23, 2021
Page 5
                Clarify when the various measures will, or are expected to,
take effect, so that it is
              clear to investors how and when your business will be impacted by
each measure.
                In particular, provide explicit disclosure about the
ramifications to investors of the
              requirement that you de-list your securities and what your plans
are to comply with
              this measure.

        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.

       You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
with any
questions.



FirstName LastNameFeng Zhou                                     Sincerely,
Comapany NameYoudao, Inc.
                                                                Division of
Corporation Finance
September 23, 2021 Page 5                                       Office of Trade
& Services
FirstName LastName