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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

March 24, 2023

VIA EDGAR

Division of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Nicholas Nalbantian

Donald Field

 Re: Alibaba Group Holding Ltd

Form
20-F for the Fiscal Year Ended March 31, 2022 Filed July 26, 2022

Response Dated October 3, 2022 and January
11, 2023

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 February
24, 2023 (the “February 24 Comment Letter”), relating to the Company’s response letter, dated January 11, 2023
(the “January 11 Response”) to the Commission’s comment letter dated December 12, 2022, and the Company’s
response letter, dated October 3, 2022, to the Commission’s comment letter, dated September 7, 2022, regarding 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 February 24 Comment Letter. The Staff’s comments
are retyped below for ease of reference. In amending the proposed disclosure, the Company has also made certain additional clarifications
and amendments. The Company respectfully 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

    March 24, 2023
    -2-

In the Annexes, the Company is
only including the updated information and disclosure that is responsive to the Staff’s remaining two comments from the February
24 Comment Letter.

*     *     *     *

Risk Factors

Summary of Risk Factors, page 1

 1. We note your response to comment 6 and reissue in part. We note your revisions in Annex B to include specific cross-references to
the more detailed discussion of the risks in the annual report for bullets one and two. However, please revise to include specific cross-references
(titles and page numbers) for all the risk factors discussed in this portion of the risk factor summary.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise disclosure consistent with
the changes set forth in the revised Annex B, in which further revisions made in response to this comment are bolded and
underlined, in its 2023 20-F.

Our business is subject to complex and evolving domestic and
international laws and regulations regarding privacy and data protection, page 23

 2. We note your response to comment 7 and reissue. In light of recent events indicating greater oversight by the Cyberspace Administration
of China (CAC) over data security, please revise your risk factor disclosure to explain in greater detail how you believe this oversight
impacts the company and its business and to what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date. In this regard, we note that the revised risk factor continues to generally describe the new or proposed
laws and regulations but doesn't evaluate how the company will actually be impacted by the new or proposed laws and regulations. Please
revise to clarify and specifically address if you believe you will be subject to a cybersecurity review under these new or proposed laws
and regulations. To the extent you do not believe you will be subject to a cybersecurity review, discuss specifically how you came to
that conclusion including the specific underlying facts and circumstances which support that determination. For example, the third paragraph
discusses operators of critical information infrastructure, network platform operators and data processors but doesn't provide any analysis
regarding whether the company will be captured by these new or proposed laws and regulations based upon the company's number of users
or the type of data that the company collects. Please revise as applicable so investors can clearly understand how these new or proposed
laws and regulations will impact the company and its business and any future offerings.

The
Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company will revise its disclosure consistent
with the changes set forth in the revised Annex C in its 2023 20-F. In response to the Staff’s comment, the Company has revised
and restructured the referenced risk factor to more clearly explain the impacts of the relevant laws and regulations.

    Simpson Thacher
 & Bartlett

    March 24, 2023
    -3-

To facilitate
the Staff’s review, each portion of the Staff’s comment is separately set forth below, with specific discussion of how the
Company will revise and update its disclosure in respond to that portion of the comment:

In light of recent events indicating
greater oversight by the Cyberspace Administration of China (CAC) over data security, please revise your risk factor disclosure to explain
in greater detail how you believe this oversight impacts the company and its business and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.

The
Company respectfully refers the Staff to the second paragraph of the revised and updated proposed risk factor, which discloses that the
Company is subject to laws and regulations relating to personal data and privacy protection and believes that it is compliant with these
laws in all material respects. The paragraph also discusses in detail the specific impacts these laws have on the Company, including additional
protocols and mechanisms the Company has implemented, which resulted in higher compliance costs and operating costs as well as changes
to the Company’s data use and business practices.

The
Company also respectfully refers the Staff to the third paragraph of the revised and updated proposed risk factor, which discloses that
the Company is subject to laws on algorithm recommendation services and believes that it is compliant with such laws in all material respects.
The paragraph also noted the impacts on the Company for complying with these laws, including additional compliance costs and changes to
data use and recommendation services, which could negative affect user activities on the Company’s platforms, as well as the potential
consequences of non-compliance.

Please
revise to clarify and specifically address if you believe you will be subject to a cybersecurity review under these
new or proposed laws and regulations. To the extent you do not believe you will be subject to a cybersecurity review, discuss specifically
how you came to that conclusion including the specific underlying facts and circumstances which support that determination.

    Simpson Thacher
 & Bartlett

    March 24, 2023
    -4-

The Company respectfully refers the Staff to the January
11 Response, in which the Company revised and updated its disclosure to state that the Company has not received any notice from the Cybersecurity
Administration of China of a cybersecurity review, but given the scale of the Company’s business, the Company believes that it may
be subject to cybersecurity review in the future. In response to the Staff’s comment, the Company further added that the Company
does not believe that it is required to undergo cybersecurity review for its previous securities offerings, based on advice of PRC counsel.
The Company also provided specific disclosure on the potential impact should the Company be subject to cybersecurity review. The Company
respectfully refers the Staff to the fifth paragraph of the revised and updated proposed risk factor.

*        *         *         *

If you have any question regarding
the responses contained in this letter, please do not hesitate to contact me at +852-2514-7660 or dfertig@stblaw.com.

    Very truly yours,

    /s/ Daniel Fertig

    Daniel Fertig

Enclosures

 cc: Daniel Yong Zhang, Chief Executive Officer

Toby Hong Xu, Chief Financial Officer

Sara Siying Yu, General Counsel

Alibaba Group Holding Limited

Ricky Shin, Partner

Daniel Chan, Partner

Cynthia Ning, Partner

PricewaterhouseCoopers

Annex B

To be revised
on the 2023 Form 20-F under “Item 3. Key Information — D. Risk Factors — Summary of Risk
Factors”:

Risks and uncertainties related to doing business in the
PRC include risks and uncertainties associated with the following:

 · changes and developments in the political and economic policies of the PRC government, including but not limited to that the
PRC government may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements, which may
evolve quickly with little advance notice (see “— Risks Related to Doing Business in the People’s Republic of China
 — There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies,
laws, rules and regulations in the PRC could adversely affect us” on page [•] of this annual report);

 · uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, including but not limited to
actions the PRC government may take to exert more oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of our securities, including our ADSs, to significantly decline or become worthless (see “— There are
uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations, and changes in policies, laws, rules
and regulations in the PRC could adversely affect us” on page [•] of this annual report);

 · potential delisting of our ADSs from the U.S. pursuant to the HFCA Act (see “— Our ADSs will be delisted and
our ADSs and shares prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, if the PCAOB is
unable to inspect or investigate completely auditors located in China” on page [•] of this annual report);

 · PRC regulations relating to investments in offshore companies and employee equity incentive plans (see “— PRC
regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries
to liability or penalties, limit our ability to inject capital into our PRC subsidiaries or limit our PRC subsidiaries’ ability
to increase their registered capital or distribute profits” and “— Any failure to comply with PRC regulations regarding
our employee equity incentive plans may subject the PRC participants in the plans, us or our overseas and PRC subsidiaries to fines and
other legal or administrative sanctions.” on page [•] and [•] of this annual report, respectively);

    1

 · our reliance on dividends, loans and other distributions on equity paid by our operating subsidiaries in China, the risk that
interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries, or the VIEs by the PRC government
to transfer cash or assets that are in a business in the PRC or in a PRC entity may limit our ability to fund operations or for other
use outside of the PRCrestrictions on currency exchange or outbound capital flows, and fluctuations in
exchange rates (see “— We rely to a significant extent on dividends, loans and other distributions on equity paid
by our operating subsidiaries in China” on page [•] of this annual report);

 · the potential impact of PRC laws and regulations related to Internet advertisement (see “— P4P services are considered,
in part, to involve Internet advertisement, which subjects us to other laws, rules and regulations as well as additional obligations”
on page [•] of this annual report);

 · the possibility that we may be subject to PRC income tax on our global income, and potential discontinuation of preferential tax treatments
we currently enjoy (see “— We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise
Income Tax Law, and we may therefore be subject to PRC income tax on our global income” on page [•] of this annual report);
and

 · the possibility that dividends payable to foreign investors and gains on the sale of our securities by our foreign investors may become
subject to PRC taxation, and uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other
assets attributed to a PRC establishment of a non-PRC company (see “— Dividends payable to foreign investors and
gains on the sale of our ADSs and/ or ordinary shares by our foreign investors may become subject to PRC taxation” on page [•]
of this annual report).

    2

Annex C

To be revised
on the 2023 Form 20-F under “Item 3. Key Information — D. Risk Factors — Risks Related to
Our Business and Industry”:

Revised and updated proposed risk factor

Our business is subject to complex and evolving domestic
and international laws and regulations regarding privacy and data protection, which are subject to change and uncertain interpretation.
Complying with these laws and regulations increases our cost of operations and may require changes to our data and other business practices
or negatively affect our user growth and engagement. Failure to comply with these laws and regulations could result in claims, regulatory
investigations, litigation or penalties, or otherwise negatively affect our business.

Regulatory authorities in China and around the world have
recently implemented, and may in the future continue to implement, further legislative and regulatory proposals concerning privacy and
data protection, particularly relating to the protection of personal information, cybersecurity and cross-border data transmission. These
laws and regulations can be complex and the interpretation and application of these laws and regulations are often uncertain, in flux
and complicated.

PRC regulatory authorities have increasingly focused on
personal data and privacy protection, and promulgated a number of laws and regulations, including the Personal Information Protection
Law and the Provisions on the Scope of Necessary Personal Information Required for Common Types of Mobile Internet Applications, that
stipulate requirements and limitations on the collection, processing and handling of personal information. See “Item 4. Information
on the Company — B. Business Overview — Regulation — Regulation of Data and Privacy Protection” and “Item
4. Information on the Company — B. Business Overview — Regulation — Regulation of Mobile Apps.” In the course
of our business operations, we c