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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

    CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
    LIMITED

    Page A-0001

August 3, 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 June 27, 2023 (the “June 27 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 June 27 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.

Pursuant to 17. C.F.R. § 200.83 (“Rule 83”),
we are requesting confidential treatment for portions of our response below, as indicated by “[***]”, reflecting information
that we have provided supplementally to the Commission.

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-
    August
    3, 2023

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0002

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.

In
response to the Staff’s comment, in the Company’s future annual reports on Form 20-F the Company will add definitions of
 “end user customers” and “contracting customers”. The Company respectfully advises the Staff that, references
in the Company’s future annual reports on Form 20-F to:

 · “end
                                            user customers” or “customers” are to the end users of the Company’s
                                            services.

 · “contracting
                                            customers” are to parties with which the Company enters into sales agreements, including
                                            (i) the Company’s end user customers that directly enter into sales agreements with
                                            the Company; and (ii) intermediate contracting parties that, at the request of the Company’s
                                            end user customers, enter into sales agreements with the Company, in which case the Company
                                            may provide services to the end user customers through such agreements.

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.

The
Company respectfully advises the Staff that the Company is selected as a vendor by its end user customers, rather than by its
intermediate contracting parties such as major PRC telecommunication carriers. As such, an end user customer of the Company may continue
to receive services from the Company even if it ceases to enter into sales agreement with the Company through one of its current intermediate
contracting parties, since it may enter into sales agreement with the Company through another intermediate contracting party, or may
directly enter into sales agreements with the Company. Consequently, as long as the demand for the Company’s services from its
end user customers remains stable, the Company’s loss of its significant contracting customers that are intermediate contracting
parties is not expected to materially and adversely impact the Company’s financial conditions and results of operations.

    Simpson Thacher & Bartlett

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    -3-
    August
    3, 2023

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0003

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

In
response to the Staff’s comment, the Company is providing the information required by Items 16I(b)(2) through (b)(5) in the accompanying
Annex A, covering all of its consolidated foreign operating entities. In the Company’s future annual reports on Form
20-F, as appropriate, the Company will use the language provided herewith in Annex A.

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.

    Simpson Thacher & Bartlett

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    -4-
    August
    3, 2023

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0004

The
Company respectfully advises the Staff that, for the year ended December 31, 2022, two end user customers, End User Customer One and
End User Customer Two, generated 25.1% and 19.9% of total net revenue, respectively. For both of these two end user customers,
the Company generated certain portion of net revenue attributable to them through sales agreements entered into with such end user customers
directly, while the Company generated the remaining parts of net revenue attributable to them through sales agreements entered into with
intermediate contracting parties.

The
following table illustrates how net revenues from End User Customer One and End User Customer Two are reflected within the net
revenues attributable to the contracting customer listed in Note 25, for the year ended December 31, 2022:

    Through
    intermediate contracting parties

    End user customer
    Contracting

    Customer A
    Contracting

    Customer B
    Contracting

    Customer D
    Direct

    contracting
    Total

    End
    User Customer One
      2.7 %
      5.3 %
      5.0 %
      12.1 %
      25.1 %

    End User
    Customer Two
      9.0 %
      4.8 %
      2.7 %
      3.4 %
      19.9 %

As
the net revenue attributable to End User Customer One through the sales agreements it entered into with the Company directly exceeded
10% of the Company’s net revenue in the year ended December 31, 2022, End User Customer One was also listed as one of the major
Contracting Customers of the Company (Contracting Customer C).

The
table below sets forth names of the Company’s contracting customers and end user customers which generated more than 10%
of the Company’s total net revenue in the year ended December 31, 2020, 2021 or 2022:

    Simpson Thacher & Bartlett

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    -5-
    August
    3, 2023

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0005

    Contracting
    Customer
    End
    User Customer
    Customer Name

    Contracting
    Customer A
    (not
    applicable)
    [***]1

    Contracting
    Customer B
    (not
    applicable)
    [***]1

    Contracting
    Customer C
    End
    User Customer One
    [***]1

    Contracting
    Customer D
    (not
    applicable)
    [***]1

    (not
    applicable)
    End
    User Customer Two
    [***]1

In response to the Staff’s comment,
in the Company’s future annual reports on Form 20-F the Company will provide breakdown of net revenue from both major end user
customers and major contracting customers which generated more than 10% of the Company’s total net revenue for all periods being
reported. A sample of the proposed revised disclosure in Note 25 to Consolidated Financial Statements for the periods ended December
31, 2020, 2021 and 2022 is set forth in Annex A.

*          *          *

1 The Company has requested
confidential treatment for the redacted portion under Rule 83, as indicated by “[***]”, and has delivered a complete unredacted
copy of the letter to the Commission.

    Simpson Thacher & Bartlett

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    -6-
    August
    3, 2023

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0006

If you have any question regarding the Company’s
responses to the Staff’s comments, please do not hesitate to contact me at +852-2514-7660 (work), +852-6640-3886 (mobile) or dfertig@stblaw.com
(email).

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

Enclosure:       Annex A

 cc: William Wei Huang, Chairman and Chief Executive Officer

Daniel Newman, Chief Financial Officer

Jamie Gee Choo Khoo, Chief Operating Officer

Andy Wenfeng Li, General Counsel and Company
Secretary

GDS Holdings Limited

Kevin Huang

Vivien Yang

KPMG Huazhen LLP

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0007

Annex A

Comment 3

Our
company is incorporated in the Cayman Islands. The VIEs and other operating entities being consolidated in our financial statements,
or the consolidated foreign operating entities, are incorporated or otherwise organized in the PRC, the Cayman Islands, the British
Virgin Islands, Hong Kong, Macau, Singapore, Malaysia or Indonesia.

To the best of our knowledge, no governmental entity in the PRC or
the Cayman Islands owns any shares of our company or any of the consolidated foreign operating entities.

To the best of our knowledge, no governmental entity in the other
applicable foreign jurisdictions with respect to the consolidated foreign operating entities (i.e. the British Virgin Islands, Hong Kong,
Macau, Singapore, Malaysia or Indonesia) owns any shares of the consolidated foreign operating entity or entities that is / are incorporated
or otherwise organized within its jurisdiction.

To the best of our knowledge, no governmental entity
in the PRC (i.e. the applicable foreign jurisdiction with respect to our independent registered public accounting firm) has a controlling
financial interest with respect to our company or any of the consolidated foreign operating entities.

No member of the board of directors of our company
or any of the consolidated foreign operating entities is any official of the Chinese Communist Party.

Neither our memorandum nor our Articles of Association
nor the articles of incorporation (or equivalent organizing document) of any of the consolidated foreign operating entities contains
any charter of the Chinese Communist Party.

Comment 4

25 MAJOR CUSTOMERS AND SUPPLIERS

The
Company defines “end user customers” or “customers” as the end users of the Company’s services. The Company
defines “contracting customers” as parties with which the Company enters into sales agreements, including (i) the
Company’s end user customers that directly enter into sales agreements with the Company; and (ii) intermediate contracting parties
that, at the request of the Company’s end user customers, enter into sales agreements with the Company, in which case the Company
may provide services to the end user customers through such agreements.

CONFIDENTIAL TREATMENT REQUESTED BY GDS HOLDINGS
LIMITED

Page A-0008

During
the years ended December 31, 2020, 2021 and