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June 27, 2023
William Wei Huang
Chief Executive Officer
GDS Holdings Ltd
F4/F5, Building C, Sunland International
No. 999 Zhouhai Road
Pudong, Shanghai 200137
Re:GDS Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
Filed April 4, 2023
File No. 001-37925
Dear William Wei Huang:
            We have reviewed your May 25, 2023 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 noted otherwise, our references to prior comments are to comments in our
May 11, 2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Conventions That Apply to This Annual Report on Form 20-F, page 1
1.Please revise here in future filings to define the terms "contracting customer" and "end
user customer" (or "customer") as indicated in your response to prior comment 7.
Item 3.D Risk Factors
Our net revenue is highly dependent on a limited number of customers..., page 28
2.We note your response to prior comment 7.  Please tell us how you considered
whether the loss of any significant contracting customers may impact your financial
condition and results of operations.  Explain why you have not addressed the
concentration of revenue from such customers in your risk factors or revise as necessary.

 FirstName LastNameWilliam Wei Huang
 Comapany NameGDS Holdings Ltd
 June 27, 2023 Page 2
 FirstName LastName
William Wei Huang
GDS Holdings Ltd
June 27, 2023
Page 2
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 223
3.As noted in your response to prior comment 6, Item 16I(b) of Form 20-F states: “Also,
any such identified foreign issuer that uses a variable-interest entity or any similar
structure [emphasis added] that results in additional foreign entities being consolidated in
the financial statements of the registrant is required to provide the below disclosures for
itself and its consolidated foreign operating entity or entities.”  Additionally, page 15 of
our Release No. 34-93701, “Holding Foreign Companies Accountable Act Disclosure,”
clarifies that a registrant should “look through a VIE or any structure [emphasis added]
that results in additional foreign entities being consolidated in the financial statements of
the registrant and provide the required disclosures about any consolidated operating
company or companies in the relevant jurisdiction.”  As previously requested, please
provide us with the information required by Items 16I(b)(2) through (b)(5) for all of your
consolidated foreign operating entities in your supplemental response.
Item 18. Financial Statements
Notes to Consolidated Financial Statements
Note 25. Major Customers and Suppliers, page F-59
4.You refer to two customers on page 28 that generated 25.1% and 19.9% of total net
revenue, respectively, during the year ended December 31, 2022.  Please tell us how such
customers are reflected in Note 25.  In this regard, provide us with a breakdown of
revenue from the two significant end-user customers and clarify how it is reflected within
each contracting customer listed in Note 25.  Also, in your response, provide us with the
names of the two end-user customers referenced in your risk factor discussion and the
names of the four contracting customers disclosed here.  Lastly, please revise to include a
separate quantified discussion regarding the revenues generated from the two significant
end-user customers. We refer you to ASC 275-10-50-18.
            Please contact Jennifer Thompson at (202) 551-3737 if you have any questions about
comments related to your status as a Commission-Identified Issuer during your most recently
completed fiscal year. You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology