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CORRESP
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    Simpson Thacher &
                    Bartlett

                    icbc
                    tower, 35th floor

    3 garden
    road, central

    hong
    kong

    telephone:
                    +852-2514-7600

    facsimile:
    +852-2869-7694

    Direct Dial Number

    +852-2514-7660

    E-mail
                                            Address

    dfertig@stblaw.com

  May 25,
                                            2023

    CONFIDENTIAL AND VIA EDGAR

                                                                                                  Division
                                            of Corporation Finance

                                            U.S. Securities and Exchange Commission

                                                                                                  100
                                            F Street, N.E.

                                            Washington, D.C. 20549

  Attention:
  Mr. Dan Morris

  Ms. Jennifer Thompson

  Ms. Kathleen Collins

  Ms. Megan Akst

 Re: GDS
                                            Holdings Limited

                                            Form 20-F for the Fiscal Year Ended December 31, 2022

                                            Filed April 4, 2023

                                            File No. 001-37925

Ladies and Gentlemen:

On behalf of our client, GDS Holdings Limited,
a company organized under the laws of the Cayman Islands (the “Company”), we respond to the comments contained in
the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated May 11, 2023 (the “May 11 Comment Letter”) relating to the Company’s annual report on Form 20-F
for the fiscal year ended December 31, 2022 filed with the Commission on April 4, 2023 (the “Annual Report”).

Set forth below are the Company’s responses
to the Staff’s comments in the May 11 Comment Letter. The Staff’s comments are retyped below in bold italic font for
your ease of reference. The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in its
future annual reports on Form 20-F in response to the Staff’s comments, the changes to be made will be subject to relevant
factual updates and changes in relevant laws or regulations, or in interpretations thereof.

michael
j.c.M. ceulen    marjory j. ding    daniel fertig    adam C. furber    YI
GAO    MAKIKO HARUNARI    Ian C. Ho    JONATHAN HWANG   anthony
d. king    jin hYUK park    Erik p. wang    christopher k.s. wong

resident
partners

simpson
thacher & bartlett,  hong kong is an affiliate of simpson thacher & bartlett llp with offices in:

New
York    Beijing    Brussels    Houston    LONDON    Los Angeles
Palo Alto    SÃO PAULO    TOKYO    Washington, D.C.

    Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -2- May 25, 2023

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 your definition of “China” and the
                                            “PRC” to remove the exclusion of Hong Kong and Macau from this definition.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company will revise its definition of “China” and the “PRC” to remove
the exclusion of Taiwan, Hong Kong and Macau. The proposed revised disclosure is set forth in Annex A.

General, page 1

 2. Please revise to include the diagram of your corporate organizational
                                            structure in the forepart of the filing. Also, improve legibility by increasing the font
                                            size of the text in your organization chart.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company in addition to including the diagram in Item 4.C will also include the diagram at
the beginning of Item 3 with the discussion of the Company’s corporate structure on or about page 7, and will also improve
legibility by increasing the font size of the text in its organization chart. The proposed revised disclosure and chart is set forth
in Annex A.

Item 3. Operating and Financial Review and Prospects Overview,
page 147

 3. We note from your disclosures on page 28 that one of
                                            your major customers has notified you of their intent to move out of several of your Beijing
                                            data centers, which you refer to as a major churn event. Please tell us the expected impact
                                            of this event on your revenue and operations and to the extent material, revise here to include
                                            a discussion of how this known trend or uncertainty may impact your future financial condition,
                                            results of operations and liquidity. Refer to Item 5.D of Form 20-F.

The Company respectfully advises the Staff that in 2023
the Company expects this churn event to result in (i) a decrease in area utilized of approximately 17,000 square meters, or sqm,
and (ii) a decrease in revenue of approximately RMB400 million, representing less than 5% of its expected recurring service revenue
in 2023.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspection, page 223

 4. We note your statements that none of your directors, officers
                                            or senior management are representatives of any PRC governmental entity; no shareholder that
                                            beneficially owns 10% or more of your outstanding ordinary shares is controlled by any PRC
                                            governmental entity; and there are no voting, acting-in-concert or other agreements or arrangements,
                                            nomination, appointment, designation, or material relationships involving you or your directors,
                                            officers, senior management or shareholders that could result in any person being deemed
                                            to control you in connection with your required submission under paragraph (a). Please supplementally
                                            describe any additional materials that were reviewed and tell us whether you relied upon
                                            any legal opinions or third party certifications such as affidavits as the basis for your
                                            submission. In your response, please provide a similarly detailed discussion of the materials
                                            reviewed and legal opinions or third party certifications relied upon in connection with
                                            the required disclosures under paragraphs (b)(2) and (3).

    Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -3- May 25, 2023

The Company respectfully advises the Staff that, as the
basis for the Company’s submission required under paragraph (a), the Company relied upon responses it received in the annual questionnaire
which the Company furnishes to and requires of its directors, officers and senior management in connection with its annual 20-F filing.
The questionnaire included a question asking each director, officer and member of the Company’s senior management whether she or
he is a representative of any government entity in the People’s Republic China. The Company relied upon the responses to such questionnaires
and did not otherwise seek legal opinions or require affidavits as the basis for its (i) submission required under paragraph (a),
or (ii) disclosures required under paragraphs (b)(2) and (3).

As to the shareholders that beneficially
own 10% or more of the total outstanding ordinary shares of the Company, namely, STT GDC Pte. Ltd. and GIC Private Limited, and that
were referenced in the Company’s submission required under paragraph (a), the Company relied upon public information to verify
that both entities are ultimately owned by the Singapore government.

The Company respectfully advises the Staff that, as the
basis for the Company’s disclosures required under paragraphs (b)(2) and (3), the Company relied upon responses it received
in the questionnaires referred to above, which the Company furnished to relevant directors of the Company and its consolidated foreign
operating entities, asking each such director whether she or he is an official of the Chinese Communist Party (“CCP”).

The Company further notes the following points: There is
no externally available public database or other reliable source that provides data on individuals’ membership status or leadership
roles within the CCP. In addition, the Company’s major shareholders, board of directors and management team include a number of
entities and individuals from outside China, including Singapore, the United Kingdom and Australia, who would not be eligible for membership
in the CCP or Chinese governmental entities. The Company also has never received any written notice from the PRC government indicating
that any of the Company’s directors, officers or members of its senior management is a representative of a government entity in
the PRC. Accordingly, the Company believes that the steps it has taken to verify the information in its (i) submission required
under paragraph (a), and (ii) disclosures required under paragraphs (b)(2) and (3) of the Annual Report, including the
questionnaires required of its management as well as discussions with its PRC counsel, have provided sufficient confirmation and comfort
to support the conclusions presented in its disclosure. Furthermore, based on the research and advice of the Company’s PRC counsel,
King & Wood Mallesons (“KWM”), KWM understands that information as to any individual’s membership or
identity as an officer of the CCP could only be acquired by the individual itself or relevant CCP organizations, and KWM is not aware
of any public means for a third party to verify a PRC citizen’s membership or identity as an officer of the CCP.

    Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -4- May 25, 2023

 5. In order to clarify the scope of your review, please supplementally
                                            describe the steps you have taken to confirm that none of the members of your board or the
                                            boards of your consolidated foreign operating entities are officials of the Chinese Communist
                                            Party. For instance, please tell us how the board members’ current or prior memberships
                                            on, or affiliations with, committees of the Chinese Communist Party factored into your determination.
                                            In addition, please tell us whether you have relied upon third party certifications such
                                            as affidavits as the basis for your disclosure.

With respect to the steps taken by the Company to confirm
whether any members of the Company’s board or the boards of its consolidated foreign operating entities are officials of the CCP,
the Company respectfully refers the Staff to the Company’s response to Comment 4, above.

In addition, as noted above, the Company respectfully advises
the Staff that, to the best of the Company’s knowledge, there is no public means of confirming whether any individual is an official
of the CCP, and the Company believes that the steps it has taken to verify the information in its (i) submission required under
paragraph (a), and (ii) disclosures required under paragraphs (b)(2) and (3) of the Annual Report, including the questionnaires
required of its management as well as discussions with its PRC counsel, have provided sufficient confirmation and comfort to support
the conclusions presented in its disclosure. Furthermore, based on the research and advice of the Company’s PRC counsel, KWM, KWM
understands that information as to any individual’s membership or identity as an officer of the CCP could only be acquired by the
individual itself or relevant CCP organizations, and KWM is not aware of any public means for a third party to verify a PRC citizen’s
membership or identity as an officer of the CCP.

 6. We note your statement under Item 16I that your consolidated
                                            foreign operating entities are incorporated or otherwise organized in the PRC, which you
                                            define on page 1 of your Form 20-F as excluding Hong Kong and Macau. However, disclosures
                                            elsewhere in your filing, including the discussion of your company in Item 4 and the list
                                            of subsidiaries in Exhibit 8.1, appear to indicate that you have operations outside
                                            the PRC, including Hong Kong, Macau, and countries outside China. Please provide the disclosures
                                            required under Item 16I(b) for yourself and your consolidated foreign operating entities
                                            in your supplemental response, or tell us how your current disclosure meets this requirement.

    Simpson Thacher & Bartlett

Division of Corporation Finance

U.S. Securities and Exchange Commission

 -5- May 25, 2023

The Company respectfully notes that the disclosure requirement
under Item 16I(b) is as follows: “Also, any such identified foreign issuer that uses a variable-interest entity or any
similar structure 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.”

The Company respectfully notes that the Commission elaborated
on such requirement

 ● on
                                            page 14 of the Final Release1
                                            as follows: “the registrant must, in addition to providing the required
                                            disclosures for the Commission Identified Foreign Issuer, look through a VIE or any structure
                                            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”; and

 ● on
                                            page 47 of the Final Release2
                                            as follows: “the registrant must look through a VIE or any structure
                                            that results in additional foreign entities being consolidated in the financial statements
                                            of the registrant and provide disclosure about the operating company in the relevant jurisdiction.
                                            Thus, any Commission-Identified Foreign Issuer that uses a VIE or other similar corporate
                                            structure will be required to provide the required disclosures for itself and its foreign
                                            operating entity.”

The Company respectfully advises the Staff that the Company,
an identified foreign issuer, uses a variable-interest entity structure that results in additional foreign (viz. non-U.S.) entities be