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                             April 26, 2022

       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
                                                            Correspondence
submitted March, 29, 2022
                                                            File No. 001-39087

       Dear Dr. Zhou:

              We have reviewed your March 29, 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
       February 1, 2022 letter.

       Correspondence submitted March 29, 2022

       Item 3. Key Information, page 1

   1.                                                   We note your response
to comment 3. For each regulation you discuss here, revise to
                                                        state affirmatively
whether you believe you are in compliance with such regulation,
                                                        notwithstanding the
substantial uncertainties regarding the interpretation and application
                                                        of such regulations.
Also, in each place where you refer to delisting and prohibitions on
                                                        over-the-counter
trading as of 2024, please acknowledge the possibility that it could be as
                                                        soon as 2023, if the
Accelerating Holding Foreign Companies Accountable act is
                                                        passed.
 Feng Zhou
Youdao, Inc.
April 26, 2022
Page 2
2.       We note your response and proposed revisions to comment 5. Please
ensure your revised
         disclosure discusses each of the 3 scenarios described: i) failure to
receive or maintain
         permissions or approvals, ii) inadvertently conclude that 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. Also
ensure that your
         disclosure speaks to your ability to operate your business as well as
your ability to offer
         securities to investors. Also, 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 to
offer securities to
         investors. If true, state as much and explain why such an opinion was
not obtained.
         Finally, your disclosure may not be limited as to materiality; please
revise to remove such
         references.
3.       Please further amend your proposed disclosure in response to prior
comment 10 in our
         letter dated September 23, 2021 to state that, if true, to the extent
cash in the business is in
         the PRC or a PRC entity, the funds 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.
4.       Further, to the extent you have cash management policies that dictate
how funds are
         transferred between you, your subsidiaries, the consolidated VIEs or
investors, summarize
         the policies and disclose the source of such policies (e.g., whether
they are contractual in
         nature, pursuant to regulations, etc.); alternatively, state that you
have no such cash
         management policies that dictate how funds are transferred.
Item 3D. Risk Factors, page 1

5.       We note your response to comment 7, however, you do not explicitly
state whether you
         are subject to these regulations, such as by indicating whether or not
you believe you are a
         "critical information infrastructure operator" or "platform operator,"
the basis for such
         belief and, therefore, whether you are subject to a cybersecurity
review. Please revise.
       You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Mara Ransom at 202-551-3264 with any other questions.



FirstName LastNameFeng Zhou                                      Sincerely,
Comapany NameYoudao, Inc.
                                                                 Division of
Corporation Finance
April 26, 2022 Page 2                                            Office of
Trade & Services
FirstName LastName