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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

August 15, 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 August 8, 2023 (the “August 8 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 August 8 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-
    August 15,
    2023

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

Notes to Consolidated Financial Statements

Note 25. Major Customers and Suppliers, page F-59

 1. We note your proposed revised disclosures in response
                                            to prior comment 4. Please further revise to clarify that Contracting Customer C represents
                                            the direct sales portion of revenue from End User Customer One. Also, clarify that a portion
                                            of revenue from the two significant End User Customers is also reflected within each of the
                                            Contracting Customers revenue percentages..

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F the Company will provide further information to clarify the corresponding relationship between
the Company’s major contracting customers and major end user customers. 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.

*	     *	     *

    Simpson Thacher &
                    Bartlett

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    -3-
    August 15,
    2023

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

Annex A

Comment 1

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.

During
the years ended December 31, 2020, 2021 and 2022, the Company had the following contracting customers which generated over
10% of the Company’s total net revenues:

    Years ended
    December 31,

    2020
    2021
    2022

    Contracting Customer A
      1,347,165
      1,736,295
      1,895,877

    Contracting Customer B
      N/A
      873,378
      1,595,777

    Contracting Customer C
      674,621
      785,528
      1,130,799

    Contracting Customer D
      847,620
      964,414
      1,031,102

During
the years ended December 31, 2020, 2021 and 2022, the Company had the following end user customers which generated over 10%
of the Company’s total net revenues:

    Years ended
    December 31,

    2020
    2021
    2022

    End User Customer One
      1,511,977
      1,850,523
      2,341,346

    End User Customer Two
      1,173,696
      1,735,536
      1,857,369

During
the years ended December 31, 2020, 2021 and 2022, the Company generated a portion of the net revenue attributable to End
User Customer One and End User Customer Two through sales agreements entered into with them directly; during the same years, the Company
generated the remaining portion of the net revenue attributable to End User Customer One and End User Customer Two through sales agreements
entered into with intermediate contracting parties, including Contracting Customer A, Contracting Customer B, and Contracting Customer
D.

During
the years ended December 31, 2020, 2021 and 2022, the portion of net revenue generated by the Company from End User Customer
One through sales agreements entered into with it directly is represented by the revenue listed under Contracting Customer C; during
the same years, the portion of net revenue generated by the Company from End User Customer Two through sales agreements entered into
with it directly is not disclosed as a separate line item under contracting customers above as it constituted less than 10% of the Company’s
total net revenues in each year.

During
the years ended December 31, 2020, 2021 and 2022, the numbers of major suppliers of the Company were two, one and one, respectively,
from whom the purchase amounts from each of them accounted for over 10% of the Company's operating expenditures. Severe impact can result
from total or partial loss of the business relationship.