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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

  November 27,
                                            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: Ms. Jennifer
                                            Thompson

                                            Mr. Austin Pattan

                                            Ms. Lyn Shenk

                                            Mr. Abe Friedman

 Re: Alibaba Group Holding Limited

                                            Form 20-F for Fiscal Year Ended March 31, 2023

                                            Filed July 21, 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 September 27, 2023 (the “September 27
Comment Letter”), relating to the Company’s annual report on Form 20-F for the fiscal year ended March 31,
2023 filed with the Commission on July 21, 2023 (the “2023 20-F”).

    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-
    November 27,
    2023

Set forth below are the Company’s responses
to the Staff’s comments in the September 27 Comment Letter. The Staff’s comments are retyped below for ease of reference.
The Company respectfully advises the Staff that where the Company proposes to add or revise disclosure in 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. In particular, the Company respectfully advises the Staff that, since the beginning
of the current fiscal year ending March 31, 2024, the Company has implemented a new organizational and governance structure that
includes six major business groups and various other businesses (the “Reorganization”). The Company’s six major
business groups following the Reorganization are:

· Taobao and Tmall Group;

· Alibaba International Digital Commerce Group;

· Local Services Group;

· Cainiao Smart Logistics Network Limited;

· Cloud Intelligence Group; and

· Digital Media and Entertainment Group.

Accordingly, the Company’s segment reporting has been updated
to reflect how the Company’s chief operating decision maker reviews information under this new structure.

Form 20-F for Fiscal Year Ended March 31, 2023

Item 4. Information on the Company

B. Business Overview

Company Overview, page 72

 1. Given that the most significant component of China Commerce
                                            segment revenues is from advertising and commissions on third-party sales, referred to by
                                            you as "Customer management," please revise this section to indicate such and give
                                            adequate emphasis to this component of the segment. Please make a similar revision to the
                                            summary of segments on page 119. Finally, please consider separately quantifying advertising
                                            and third-party commissions in the table on page 121, given the different nature of
                                            these two sources of revenue. Please provide us with a copy of your intended revised disclosure.

In response to the Staff’s comment, in the Company’s
future annual reports on Form 20-F, the Company will revise the Business Overview section to indicate that the most significant
component of its China Commerce segment revenues (before the Reorganization) is from customer management revenue, and give adequate emphasis
to this component of the segment, as well as make a similar revision to the summary of segments on page 119. For illustrative purpose,
a copy of the Company’s intended revised disclosure is set forth in Annex A. The Company will provide disclosure similar
to that in Annex A in its future annual reports on Form 20-F, which will also be updated to reflect the Reorganization and
the Company’s new segment reporting as discussed above.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -3-
    November 27,
    2023

The Company respectfully advises the Staff that the Company
believes that separating customer management revenue into quantitative disclosure of revenue from marketing services and revenue from
third-party commissions would not fairly and accurately depict how the Company’s management views and manages the business. As
the Company’s business model has evolved over the years, the Company has offered merchants different and new formats of marketing
services that are monetized based on the GMV transacted. As a result, merchants have long considered the various fees they pay to the
Company as a holistic package of services to help them sell-through and acquire and retain users and consumers, and they no longer distinguish
between marketing services and commissions. Accordingly, starting from fiscal year 2021, the Company started to present commission revenue
and marketing services revenue together under customer management revenue in order to better reflect the Company’s value proposition
to merchants on its platforms. This presentation is also aligned with how the Company views and operates its customer management services
on a holistic basis rather than operating as two separate business lines of marketing services and marketplace business.

Item 5. Operating and Financial Review and Prospects

Non-GAAP Measures, page 131

 2. Please revise to present non-GAAP financial measures after
                                            your comparison of fiscal year results on a GAAP basis to provide equal or greater prominence
                                            to GAAP.

In response to the Staff’s comment, in its future
annual reports on Form 20-F, the Company will revise and present the disclosure under the section with the heading “Non-GAAP
measures” after the section comparing fiscal year results on a GAAP basis to give equal or greater prominence to GAAP.

Comparison of Fiscal Years 2022 and 2023, page 134

 3. Please revise to quantify factors to which changes are attributed.
                                            In addition, with regard to revenue discussions, please quantify the extent to which changes
                                            are attributable to changes in prices or to changes in the volume or amount of products or
                                            services being sold or to the introduction of new products or services. Refer to Item 5.A
                                            of Form 20-F. Please provide us with a copy of your intended revised disclosure.

In response to the Staff’s comment, in its future
annual reports on Form 20-F, the Company will supplement its disclosure to quantify, where possible, the factors to which material
changes in revenue from period to period are attributed.

For illustrative purpose, a copy of the Company’s
intended revised disclosure is set forth in Annex B. The Company will provide quantitative disclosure similar to that in Annex
B in its future annual reports on Form 20-F, which will also be updated to reflect the Reorganization and the Company’s
new segment reporting as discussed above.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -4-
    November 27,
    2023

Sales and Marketing Expenses, page 138

 4. When discussing the decrease in your sales and marketing expenses,
                                            your disclosure focuses on the effect of share-based compensation expense and the impact
                                            it had on your period over period comparisons. We note on a year-over-year basis, your revenue
                                            increased by 2% and your sales and marketing expenses excluding share-based compensation
                                            decreased by 15%. Please revise to discuss material factors impacting your results for the
                                            periods presented, and any known trends which are anticipated to have a material effect on
                                            the company’s results of operations in future periods. Refer to Item 5 of Form 20-F.
                                            Please provide us with a copy of your intended revised disclosure.

The Company respectfully advises the Staff that the 2% increase
in revenue and 15% decrease in sales and marketing expenses excluding share-based compensation was primarily the result of improved operating
efficiency and cost optimization, which led to a significant decline in marketing and promotional expenses, including apps promotion
expenses, advertising expenses and other related incidental expenses that are incurred directly to attract or retain consumers and merchants.
A copy of the Company’s intended revised disclosure is set forth in Annex C. The Company also notes the Staff’s comment
and will disclose known trends, if any, which are anticipated to have a material effect on the Company’s results of operations.

B. Liquidity and Capital Resources

Cash Flows from Operating Activities, page 141

 5. Your discussion of cash flows from operating activities appears
                                            to be a recitation of the changes already disclosed in the consolidated statement of cash
                                            flows. Please provide a more informative analysis and discussion of cash flows for each period
                                            presented. In doing so, explain the underlying reasons and implications of material changes
                                            between periods to provide investors with an understanding of trends and variability in cash
                                            flows. Refer to Item 303(a) of Regulation S-K and Item 1 of Section IV.B of SEC
                                            Release No. 33-8350.

The Company respectfully advises the Staff that net cash
provided by operating activities in fiscal year 2023 was RMB199,752 million, an increase of 40% compared to RMB142,759 million in fiscal
year 2022. The amount for fiscal year 2022 was lower mainly due to a fine in the amount of RMB18,228 million imposed by China’s
State Administration for Market Regulation pursuant to China’s Anti-monopoly Law (the “Anti-monopoly Fine”),
which the Company paid in full in fiscal year 2022. The year-over-year increase also reflected narrowing losses of certain businesses
driven by improving operating efficiency and a dividend received from Ant Group of RMB14,464 million in fiscal year 2023.

    Simpson
                    Thacher & Bartlett

    Division of Corporation
                                            Finance

    U.S. Securities and Exchange Commission

    -5-
    November 27,
    2023

Net cash provided by operating activities in fiscal year
2022 was RMB142,759 million, a decrease of 38% compared to RMB231,786 million in fiscal year 2021. The year-over-year decrease reflected
a net cash inflow of RMB21,229 million in connection with the buyer protection fund deposits received primarily from Tmall merchants
during fiscal year 2021, as well as a decrease in profit and the full payment in the amount of RMB18,228 million of the Anti-monopoly
Fine in fiscal year 2022.

In the Company’s future annual reports on Form 20-F,
the Company will provide similar analysis and discussion of cash flows for each period presented.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 202

 6. We note your statements that none of your directors or officers,
                                            your greater than 10% beneficial owners, or Alibaba Partnership are representatives of or
                                            controlled by a government entity in the PRC in connection with your required submission
                                            under paragraph (a). Please supplementally describe any materials that were reviewed and
                                            tell us whether you relied upon any legal opinions or third party certifications such as
                                            affidavits as the basis for your submission. In your response, please provide a similarly
                                            detailed discussion of the materials reviewed and legal opinions or third party certifications
                                            relied upon in connection with the required disclosures under paragraphs (b)(2) and
                                            (3).

The Company respectfully advises the Staff that, as the
basis for the Company’s submission required under paragraph (a) with the 2023 20-F, the Company included in its annual director
and officer questionnaire a question as to whether the respondent is a representative of any PRC government entity and received confirmation
that none of the Company’s directors or officers is a representative of any PRC government entity. The Company also relied upon
internal confirmation that the Alibaba Partnership (consisting of individuals that are employees of the Company) is not controlled by
any PRC government entity. As to greater than 10% beneficial owners, based on public filings and to the best of the Company’s knowledge,
Softbank Group (a company incorporated in Japan and listed on the Tokyo Stock Exchange) was the only shareholder with beneficial ownership
of over 10% of the Company’s total outstanding shares as of the date of the 2023 20-F. No publicly available information indicates
that Softbank Group is controlled by any PRC government entity.

In preparing the disclosures under paragraphs (b)(2) and
(3), as revised in order to address Comment 8 below, (i) with respect to PRC entities, the Company and its PRC counsel, Fangda Partners
(“Fangda”), conducted research using publicly available databases and looked through reasonable layers of the
shareholder ownership of each entity, and (ii) with respect to entities in other jurisdictions, the Company and its counsel, Simpson
Thatcher and Bartlett LLP, examined the respective