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SEC Letter

 SIMPSON THACHER & BARTLETT

 ICBC TOWER, 35TH FLOOR

3 GARDEN ROAD

HONG KONG

(852) 2514-7600

FACSIMILE (852) 2869-7694

 DIRECT DIAL NUMBER

+852-2514-7630

E-MAIL ADDRESS
 lchen@stblaw.com

 September 5, 2014

VIA EDGAR

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Ms. Mara L. Ransom, Assistant Director

Ms. Jennifer Thompson, Accounting Branch Chief

Mr. Dietrich King, Legal Branch Chief

Ms. Lisa Kohl, Senior Attorney

Mr. Jarrett Torno, Staff Accountant

Re:
Alibaba Group Holding Limited

Amendment No. 6 to Registration Statement on Form F-1

File No. 333-195736

 Ladies and Gentlemen:

On behalf of our client, Alibaba Group Holding Limited, a company organized under the laws of the Cayman Islands (the “Company”), we
enclose herewith for filing via EDGAR with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, Amendment No. 6 (“Amendment No. 6”) to the Company’s Registration
Statement on Form F-1 (the “Registration Statement”). The Company notes that it has included the estimated range of the offering price for its initial public offering and related disclosure in the preliminary prospectus which forms a part
of Amendment No. 6.

 We enclose herewith 20 courtesy copies of Amendment No. 6, which is marked to show changes made to
Amendment No. 5 to the Registration Statement (“Amendment No. 5”) filed with the Commission on August 27, 2014 (the “August 27 Filing”).

Leiming Chen    Philip M.J. Culhane    Daniel Fertig
Anthony D. King     Celia C.L. Lam    Chris K.H. Lin    Jin Hyuk Park
Kathryn King Sudol    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

HOUSTON

LONDON

LOS ANGELES

PALO ALTO

SÃO PAULO

SEOUL

TOKYO

WASHINGTON, D.C.

 SIMPSON THACHER & BARTLETT

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 On behalf of the Company, we wish to thank you and the other members of the staff of the
Commission (the “Staff”) for your prompt response to the Company’s request for comments.

 The Company will commence its
road show activities on September 8, 2014 and expects to price the initial public offering on or about September 18, 2014. We would greatly appreciate the Staff’s willingness to work with the Company to achieve this offering
timetable.

 The Company has responded to all of the comments contained in the letters from the Staff dated August 29, 2014 (the
“August 29 Comment Letter”) and September 4, 2014 (the “September 4 Comment Letter”) by revising the August 27 Filing or providing explanations in response to the comments. In addition to the amendments made in response
to the Staff’s comments and the estimated offering price range and related disclosure, the Company has also revised the August 27 Filing to include information and data reflecting new developments since the August 27 Filing as well as
generally to update the Registration Statement.

 Set forth below are the Company’s responses to the Staff’s comments in the
August 29 Comment Letter and the September 4 Comment Letter. The Staff’s comments are retyped below for your ease of reference and are followed by a summary of the responsive actions taken. We have included page numbers to refer to
the location in Amendment No. 6 where the disclosure addressing a particular comment appears.

*            *
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RESPONSES TO THE AUGUST 29 COMMENT LETTER

 Response
to [y]our July 11, 2014 Letter

1.
We note your response to comment 1 in our letter dated July 11, 2014 and your revised disclosure. Please tell us the business purpose for Mr. Shi’s involvement in the Wasu investment,
as it does not appear that he is contributing significant funds to the investment but he will have a significant degree of control over the investment. In addition, please tell us whether you believe the joint control arrangement between Mr. Ma
and Mr. Shi has the potential to create disputes or conflicts of interest and whether you considered adding risk factor disclosure to describe for investors any associated risks.

The Company respectfully advises the Staff that, as noted in the Company’s previous response on this issue, there are PRC regulatory
restrictions on foreign ownership in the media broadcasting and distribution industry in China, and Mr. Shi’s participation as one of the general partners and the executive partner of the PRC partnership that will make the proposed
investment in Wasu will help avoid any interpretation that a foreign-owned entity controls the PRC partnership. Moreover, as noted previously, Mr. Shi is the founder, chairman and a principal shareholder of Giant Interactive, a China-based
online game company that was previously listed on the New York Stock Exchange, and accordingly brings significant experience and knowledge relating to the digital media industry in China The Company believes that Mr. Shi’s involvement in
the PRC partnership making the Wasu investment would benefit the Company’s strategic alliance with Wasu because of his knowledge and experience within the media industry, his appreciation of the potential benefits of media offerings on our
platform and his experience in investing in businesses in China generally.

 SIMPSON THACHER & BARTLETT

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 Regarding the joint control arrangement between Mr. Ma and Mr. Shi and potential
conflicts of interest that could result, the Company has added disclosure on pages 52 to address this potential concern. The Company has also added disclosure regarding Mr. Shi’s background and role on pages 115 and 270.

Amendment No. 4 to Registration Statement on Form F-1

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 90

Our Monetization Model, page 93

2.
We note your statement in the first paragraph under this heading that you primarily derive revenue from online marketing services and commissions. Quantify in this section the amount or percentage of
total revenue generated from online marketing services and from commissions.

 In response to the Staff’s
comment, the Company has added disclosure on pages 103, 104 and 105 to indicate the percentage of revenues derived from each major revenue stream for each of China commerce retail, China commerce wholesale and international commerce wholesale. For
international commerce retail, as previously disclosed, such revenues are primarily attributable to commissions.

3.
We note your response to comment 5 in our letter dated August 1, 2014 that you do not believe separate disclosure of the amount of revenue generated from the company’s websites and from third-party
marketing affiliates is necessary. We are unable to agree with your position that no additional disclosure regarding the amount of revenue derived from online marketing services provided on third party marketing affiliates’ websites is
necessary. Please disclose the percentage of revenue generated from online marketing services on third party marketing affiliates’ websites or provide additional qualitative disclosure describing the relative insignificance to you of revenue
derived from online marketing services provided on third party marketing affiliates’ websites.

 In response to
the Staff’s comment, the Company has added the requested disclosure on page 103.

 SIMPSON THACHER & BARTLETT

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 Components of Results of Operations, page 98

4.
We note your description of the types of expenses classified as Cost of Revenue and as Sales and Marketing Expenses. After reviewing the additional information you filed as correspondence on
August 22, 2014 that is related to this matter, we understand that costs related to online marketing appearing on third party marketing affiliates’ websites are allocated between costs related to marketing performed for individual
merchants and costs related to marketing for your online marketplaces, and that each type of cost is classified differently. We have the following comments:

•

Revise your disclosure to quantify the amount of traffic acquisition costs that are included in Sales and Marketing Expenses for each period presented.

We believe that the Staff may be under the impression that the Company classifies a significant portion of traffic acquisition costs, or TAC,
under sales and marketing expense. This is not the case as the Company will discuss in more detail in this response. The Company respectfully advises the Staff that costs related to online marketing appearing on third-party marketing
affiliates’ websites are separately identified, differentiated and recorded as TAC in cost of revenue or as online advertising expenses in sales and marketing expense. TAC represents costs incurred to acquire traffic from third-party marketing
affiliates which is used by the Company to fulfill its obligations related to its customers online marketing needs. Except for the case noted below, costs incurred for the Company’s own online advertising expenses are contracted for and tracked
separately to allow for the appropriate income statement classification. Online advertising expenses represent expenses the Company has incurred for the marketing and promotion of its own services, sites and special events. The Company refers the
Staff to the table in the response to the immediately following sub-bullet point that explains those differentiating factors in detail.

The Company supplementally notes that, during the periods covered by the financial statements included in the Registration Statement, there
have been only two instances where fixed cost contracts normally used for the third-party marketing affiliate program were leveraged by the marketing departments of Taobao Marketplace, Tmall or Juhuasuan for their own sales and marketing activities,
and as such required an allocation of the corresponding fixed costs between TAC and online advertising expense. These two instances resulted in online advertising expenses under sales and marketing expenses of approximately RMB22 million
(approximately US$4 million) in fiscal year 2014. Both instances were isolated cases in that the marketing department leveraged inventory normally reserved for the third-party marketing affiliate program in order to promote a special event of the
Company, such as Singles’ Day. All other online advertising costs during the relevant periods were the result of direct advertising activities carried out by the marketing departments of the relevant marketplaces of the Company, and there have
been no other instances of amounts paid to third-party marketing affiliates under fixed costs arrangements being classified under sales and marketing expense. Based on this set of facts, the Company respectfully submits that separate disclosure of
costs incurred in purchasing inventory normally reserved for the third-party marketing affiliate program and classified as sales and marketing expense from fiscal year 2014 is unnecessary as the amount was immaterial and the incidents were isolated.
The Company expects future situations of a similar nature to occur only rarely and in any event would be immaterial.

 SIMPSON THACHER & BARTLETT

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 In light of the Staff’s comment, the Company has revised pages 124, 128, 133 and 134 to
disclose the Company’s own online advertising costs that fall within sales and marketing expense, which amounted to RMB201 million, RMB367 million, RMB532 million (US$86 million) and RMB184 million (US$30 million) in fiscal years 2012, 2013 and
2014 and the three months ended June 30, 2014, respectively. To avoid confusion, the term “online advertising expense” is used when referring to expenses the Company itself incurs in marketing its own products and services as opposed
to online marketing costs, or traffic acquisition costs, related to its merchants.

•

Tell us in more detail how you distinguish between the costs related to online marketing on third party websites for individual merchants and the costs related to marketing your online marketplaces to determine
the amount that you classify as Cost of Revenue as opposed to Sales and Marketing Expenses.

 The Company advises the
Staff that the classification and recording of TAC that are a part of the Company’s cost of revenues, on the one hand, and online advertising expenses that are a part of the Company’s sales and marketing expenses, on the other hand, can be
clearly identified and accounted for based on various differentiating factors set forth in the following table:

 Traffic Acquisition Cost

(a component of Cost of

Revenues)

 Online Advertising Expense

(a component of Sales and

Marketing Expenses)

Business purposes

To fulfill its obligations related to its merchants’ marketing needs by placing online marketing services outside the Company’s marketplaces to attract traffic

To fulfill corporate marketing initiatives for the benefit of the Company’s services, websites or general branding as well as increase consumer awareness of the Company’s marketplaces

Type of marketing content

Merchant’s marketing content relating to its products being sold on its storefronts on the Company’s marketplaces

Company’s own marketing content about its services, websites or other marketing events

Correlation with revenue

Correlation is high through online marketing services offered to the Company’s merchants

There is no correlation between online advertising expense and revenue

 SIMPSON THACHER & BARTLETT

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Responsible business unit

 Alimama, which operates the marketing technology platform and maintains the third-party marketing affiliate program with the goal of
monetizing all traffic

 Different set of contracts used by Alimama for the third-party
marketing affiliate program representing online marketing services provided to merchants

 Marketing departments of various marketplaces, based on the Company’s discretion, to promote business objectives such as corporate
marketing or promotion of the Company’s services

 Separate contracts entered into
with external websites by the marketing departments of the relevant marketplaces and used to promote and market the Company’s own services and marketplaces

Landing page

A landing page with product listings which are monetized through P4P or display marketing services offered to the Company’s merchants

Depending on the objectives of marketing and promotions, in nearly every case, the traffic is diverted to special promotion landing pages that do not comprise product listings with monetized online marketing services

External websites on which marketing content is displayed

Third-party marketing affiliates, (i.e. Taobao Affiliate Network participants)

Any external websites, including, but not limited to, third-party marketing affiliates

 Finally, the Company notes that, for the presentation of its operating results, the Company does not
separately present gross margin for the revenue it earns, but focuses on its overall operating margin, and considers all of these different types of expenses as the necessary costs to generate its revenue.

•

Tell us in more detail how you concluded that the costs of online marketing for your marketplaces are not traffic acquisition costs that would be classified as Cost of Revenue. In this regard, if an end user
clicks on an ad for your marketplaces that was placed on a third party website, is transferred to your website, and views a landing page containing display ads which generate revenue for you, it appears that the direct cost incurred to receive that
display marketing revenue was the cost of placing the ad on the third party’s website. If traffic is only diverted to web pages that do not contain display marketing, clearly state that in your response.

 SIMPSON THACHER & BARTLETT

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 The Company refers the Staff to the first part of the response to this comment and to the
factors described in