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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

October 3, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Blaise
                                            Rhodes

  Linda Cvrkel

  Nicholas Nalbantian

  Donald Field

 Re: Alibaba Group Holding Ltd

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

    Filed July 26, 2022

    File No. 001-36614

Ladies and Gentlemen:

On
behalf of our client, Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (together with its
subsidiaries, the “Company” or “Alibaba”), we respond to the comments contained in the letter from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 7,
2022 (the “September 7 Comment Letter”), relating to the Company’s annual report on Form 20-F for
the fiscal year ended March 31, 2022 filed with the Commission on July 26, 2022 (the “2022 20-F”).

Set forth below are the Company’s responses
to the Staff’s comments in the September 7 Comment Letter. The Staff’s comments are retyped below for ease of reference.
The Company respectively advises the Staff that where the Company proposes to add or revise disclosure to its future filings 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
    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

    October 3, 2022
    -2-

*        *
        *         *

Item 3. Key Information, page 1

 1. Please
                                            disclose prominently that you are not a Chinese operating company but
                                            a Cayman Islands holding company with operations conducted by your subsidiaries and through
                                            contractual arrangements with a variable interest entity (VIE) based in China and that this
                                            structure involves unique risks to investors. If true, disclose that these contracts have
                                            not been tested in court. Explain in this section whether the VIE structure is used to provide
                                            investors with exposure to foreign investment in China-based companies where Chinese law
                                            prohibits direct foreign investment in the operating companies, and disclose that investors
                                            may never hold equity interests in the Chinese operating company. Your disclosure should
                                            acknowledge that Chinese regulatory authorities could disallow this structure, which would
                                            likely result in a material change in your operations and/or a material change in the value
                                            of your securities, including that it could cause the value of such securities to significantly
                                            decline or become worthless. Provide a cross-reference to your detailed discussion of risks
                                            facing the company as a result of this structure.

The
Company respectfully refers the Staff to “Item 3. Key Information — D. Risk Factors” under the heading “Summary
of Risk Factors” on page 1 of the 2022 20-F where the Company disclosed that it is a Cayman Islands holding company that does
not directly engage in business operations itself, and that the Company operates its Internet business and other business in which foreign
investment is restricted or prohibited in the PRC through contractual arrangements with VIEs, including cross-reference to detailed discussion
of risks related to the VIE structure under “Item 3. Key Information — D. Risk Factors — Risks Related to Our Corporate
Structure.”

In response to the Staff’s comment, in the Company’s
future filings on Form 20-F, the Company will summarize and consolidate its disclosure of the risks associated with the VIE structure,
including the disclosure noted in the Staff’s comment, at the beginning of “Item 3. Key Information” under the heading
 “The VIE Structure Adopted by Our Company — Risks Related to the VIE Structure” before “B. Capitalization and
Indebtedness.” The Company proposes to revise disclosure consistent with the changes set forth in Annex A in its annual
report on Form 20-F for the fiscal year ending March 31, 2023 (the “2023 20-F”).

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -3-

 2. Provide prominent disclosure in this section about
                                            the legal and operational risks associated with being based in or having the majority of
                                            the company’s operations in China. Your disclosure should make clear whether these
                                            risks could result in a material change in your operations and/or the value of your securities
                                            or could significantly limit or completely hinder your ability to offer or continue to offer
                                            securities to investors and cause the value of such securities to significantly decline or
                                            be worthless. Your disclosure should address how recent statements and regulatory actions
                                            by China’s government, such as those related to the use of variable interest entities
                                            and data security or anti-monopoly concerns, have or may impact the company’s ability
                                            to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange.
                                            Please disclose whether your auditor is subject to the determinations announced by the PCAOB
                                            on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act
                                            and related regulations will affect your company. This section should address, but not necessarily
                                            be limited to, the risks highlighted elsewhere in the annual report.

The
Company respectfully refers the Staff to “Item 3. Key Information — D. Risk Factors” under the heading “Summary
of Risk Factors” on page 3 of the 2022 20-F for a summary of the risks related to the Company’s operations in China,
as well as detailed discussion of the risks under “Item 3. Key Information — D. Risk Factors — Risks Related to Doing
Business in the People’s Republic of China.”

In
response to the Staff’s comment, in the Company’s future filings on Form 20-F, the Company will summarize and consolidate
its disclosure of the risks related to operations in China, including the disclosure noted in the Staff’s comment, at the
beginning of “Item 3. Key Information” under the heading “Key Information Related to Doing Business in the People’s
Republic of China — Risks and Uncertainties Related to Doing Business in the People’s Republic of China” and “Holding
Foreign Companies Accountable Act”, before “B. Capitalization and Indebtedness.” In its 2023 20-F, the Company proposes
to revise disclosure consistent with the changes set forth in Annex A.

 3. Please
                                            disclose prominently here and throughout the annual report that you have been included on
                                            the conclusive list of issuers identified under the HFCAA on our website and acknowledge
                                            the ramifications of such identification, including volatility in the trading price of your
                                            ordinary shares/other listed or quoted securities. Additionally, when discussing the HFCAA,
                                            please update your disclosure throughout the annual report to discuss the fact that on August 26,
                                            2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission
                                            and the Ministry of Finance of the People's Republic of China, taking the first step toward
                                            opening access for the PCAOB to inspect and investigate registered public accounting firms
                                            headquartered in mainland China and Hong Kong.

The Company acknowledges the Staff’s comment and
respectfully advises the Staff that in its future filings on Form 20-F, the Company will provide appropriate updates regarding its
status as a “commission-identified issuer” as well as the risks of delisting and of its securities being prohibited from
trading in the United States. The Company also notes that it has disclosed its status as a “commission-identified issuer”
in Exhibit 99.1, “Alibaba Group Provides Update on its Status under the U.S. Holding Foreign Companies Accountable Act,”
to its current report on Form 6-K furnished to the Commission on August 1, 2022.

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -4-

The Company respectfully advises the
Staff that in its 2023 20-F, the Company will add the disclosure noted in the Staff’s comment to “Item 3. Key Information”
under the heading “Holding Foreign Companies Accountable Act” before “B. Capitalization and Indebtedness,” consistent
with the changes set forth in Annex A and also update its risk factor (as further discussed in the response to comment 14 below).

 4. Please refrain from using terms such as “we”
                                            or “our” when describing activities or functions of the VIE. We note, as one
                                            example only, on page 43 that you refer to the VIE structure as "our VIE structure."

In
response to the Staff’s comment, in its 2023 20-F, the Company intends to revise the references to “our VIE structure”
currently on pages 43 and 98 of the 2022 20-F to “the VIE structure adopted by us.” The Company acknowledges the Staff’s
comment and respectfully advises the Staff that in its future filings on Form 20-F, the Company will refrain from using such
terms as noted in the Staff’s comment.

 5. Provide a clear description of how cash is transferred
                                            through your organization. Disclose your intentions to distribute earnings or settle amounts
                                            owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type
                                            that have occurred between the holding company, its subsidiaries, and the consolidated VIEs,
                                            and direction of transfer. Quantify any dividends or distributions that a subsidiary or consolidated
                                            VIE have made to the holding company and which entity made such transfer, and their tax consequences.
                                            Similarly quantify dividends or distributions made to U.S. investors, the source, and their
                                            tax consequences. Your disclosure should make clear if no transfers, dividends, or distributions
                                            have been made to date. Describe any restrictions on foreign exchange and your ability to
                                            transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions
                                            and limitations on your ability to distribute earnings from the company, including your subsidiaries
                                            and/or the consolidated VIEs, to the parent company and U.S. investors as well as the ability
                                            to settle amounts owed under the VIE agreements. Provide cross-references to the condensed
                                            consolidating schedule and the consolidated financial statements.

The
Company respectfully refers the Staff to “Item 5. Operating and Financial Review and Prospects — B. Liquidity and
Capital Resources” under the heading “Holding Company Structure” on pages 159 and 160 of the 2022 20-F for (i) the
description of cash transfer between the Company, the Company’s subsidiaries and the VIEs, (ii) the disclosure of dividends
to the Company’s investors, and (iii) the discussion of restrictions on the ability of the Company’s PRC subsidiaries
to distribute earnings overseas. In response to the Staff’s comment, the Company respectfully advises the Staff that it will move
such existing disclosure to “Item 3. Key Information” under the heading “Cash Flows through our Company” before
 “B. Capitalization and Indebtedness,” consistent with the changes set forth in Annex A.

    Simpson
                    Thacher & Bartlett

    October 3, 2022
    -5-

Furthermore, the Company acknowledges the Staff’s
comment and respectfully advises the Staff that in its 2023 20-F, the Company will add disclosure of the settlement of fees under the
contractual arrangements with the VIEs to “Item 3. Key Information” under the heading “Cash Flows through our Company”
before “B. Capitalization and Indebtedness,” consistent with the changes set forth in Annex A.

 6. Please amend this section and your Summary of
                                            Risk Factors on page 1 and risk factors to state that, to the extent cash or assets
                                            in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the funds or assets may
                                            not be available to fund operations or for other use outside of the PRC/Hong Kong due to
                                            interventions in or the imposition of restrictions and limitations on the ability of you,
                                            your subsidiaries, or the consolidated VIEs by the PRC government to transfer cash or assets.
                                            In this section, provide cross-references to these other discussions.

The
Company respectfully advises the Staff that, with respect to cash or assets in the Company’s business in Hong Kong or a Hong Kong
entity, there are no interventions in or impositions of restrictions and limitation by the PRC government on the ability of the Company
or the Company’s subsidiaries to transfer cash or assets.

The Company acknowledges the Staff’s comment and
respectfully refers the Staff to the existing disclosure of the PRC government’s restrictions and li