SecProbe.io

September 4, 2014

Via E -mail
Mr. Jack Yun Ma
Executive Chairman
Alibaba Group Holding Limited
c/o Alibaba Group Services Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong

Re: Alibaba Group Holding Limited
Amendment No. 5 to Registration Statement on Form F -1
Filed August 27, 2014
Supplemental Correspondence dated August 28, 2014
  File No. 333 -195736

Dear Mr. Ma :

We have reviewed your registration statement  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 this letter by amending your registration statement and providing the
request ed information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

Amendment No. 5 to Registration Statement on Form F -1

Results of Operations, p age 109

Comparison of Three Months Ended June 30, 2013 and 2014, page 110

1. We note your disclosure that commission revenue increased partially due to an increase
in lottery commission income during the World Cup.  Please quantify the impact of the
increas e in commission income due to lottery commissions from the World Cup.

Jack Yun Ma
Alibaba Group Holding Limited
September 4, 2014
Page 2

 Financial Statements for the Three Months Ended June 30, 2014

Notes to Unaudited Interim Condensed Consolidated Financial Statements, page F -85

4. Significant acquisition and equity transactions, page F -91

2. Revise or tell us how you have fully complied with the disclosure requirements of ASC
805, including:

 How you complied with ASC 805 -10-50-2(g)(3) and (g)(4) for your step acquisitions
of OneTouch and UCWeb;

 How you complie d with ASC 805 -10-50-2(h) for your acquisitions of OneTouch,
UCWeb, and Alibaba Pictures;

 How you complied with ASC 805 -20-50-1(e)(2) for your acquisition of Alibaba
Pictures;

 How you complied with ASC 805 -30-50-1(a) for your acquisitions of OneTouch,
UCWeb, and Alibaba Pictures.   In this regard, your statements that goodwill is
attributable to expected synergies from combining the operations of these businesses
with yours is not sufficiently detailed to explain why the majority of the purchase
price for each company was allocated to goodwill; and

 How you complied with ASC 805 -30-50-1(c)(2) and (c)(3) for the contingent
consideration related to your acquisition of OneTouch.

Correspondence dated August 28, 2014

3. We note your response to prior comment 48 o f our letter dated June 2, 2014.  Please tell
us what consideration you have given to filing the information  included with your
correspondence dated August 28, 2014  as an exhibit to your registration statement.  In
this regard, it appears that the informat ion is required to be filed pursuant to Item
601(b)(4) and Item 601(b)(10) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the  Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosure they have  made.

Jack Yun Ma
Alibaba Group Holding Limited
September 4, 2014
Page 3

 You may contact Jarrett Torno, Staff Accountant, at (202) 551 -3703 or Jennifer
Thompson, Accounting Branch Chief, at (202) 551 -3737 if you have questions regarding
comments on the financial statements and related matters.  Please contact Lisa Kohl, Senior
Attorney, at (202) 551 -3252, Dietrich King, Legal Branch Chief, at (202) 551 -3338, or me at
(202) 551 -3720 with any other questions.

Sincerely,

 /s/ Mara L. R ansom

Mara L. Ransom
Assistant Director
cc: Via E -mail
Leiming Chen, Esq.
Simpson Thacher & Bartlett LLP