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CORRESP
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      January 12, 2024

      BY EDGAR

      Division of Corporation Finance

      Office of Trade & Services

      U.S. Securities and Exchange Commission

      100 F Street, N.E.

      Washington, DC 20549

            Attn:

              Amy Geddes

      Doug Jones

            Re:

              Sea Limited

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

      Filed April 6, 2023

      File No. 001-38237

      Dear Ms. Geddes and Mr. Jones:

      We hereby provide responses to the comments received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated December 5, 2023 (the “Comment

          Letter”) with respect to the above-referenced Form 20-F (the “Form 20-F”) of Sea Limited.

      The headings and paragraph numbers in this letter correspond to those contained in the Comment Letter and, to facilitate the Staff’s review, we have reproduced the text of the
        Staff’s comments in italics below. Capitalized terms used but not defined herein have the meanings given to them in the Form 20-F.

      Form 20-F for Fiscal Year Ended December 31, 2022

      Item 5. Operating and Financial Review and Prospects

      A. Operating Results

      Results of Operations

      Year Ended December 31, 2022 Compared to Year Ended December 31, 2021, page 97

          Securities and Exchange Commission

          January 12, 2024

          Page 2

            1.

              Please revise your discussion of year over year changes in operating results to include more fulsome information supporting your explanations for each change. For example, you state the
                decrease in revenue in Digital Entertainment for fiscal 2022 is due to ongoing moderation in user engagement and monetization, but you do not provide any metrics on an annual basis (such as number of users, new accounts per month, active
                users or average digital purchase dollars per user) or other relevant information to understand the reason for the decrease. Similarly, you state the increase in revenue in Ecommerce and other services for fiscal 2022 is due to improved
                monetization in your ecommerce business and the growth of your credit business, but do not provide information such as average transaction value, quantification of the growth in your credit business, changes in interest rates, number of
                loans outstanding, average value per loan outstanding or other relevant information to understand the reason for the increase. Refer to the guidance in the appropriate sections of Item 5 and related instructions thereto of Form 20-F. Please
                note material variances in other line items presented should be similarly analyzed.

      Response

      We respectfully advise the Staff that we disclosed information supporting our explanations for the year-over-year changes and overall trends in the Form 20-F. In response to the Staff’s comment, in future 20-F
        filings, for easier reference by investors, we will repeat or cross-reference to, and as appropriate supplement, this information in the applicable place in Item 5, as described in additional detail below.

      With respect to ongoing moderation in user engagement and monetization in our digital entertainment business, we disclosed bookings, the aggregate number of active users (“Game QAU”) and the aggregate number
        of paying users (“Game QPU”) during each quarterly period in the year on page 53 of the Form 20-F. In future 20-F filings, we will repeat or cross-reference to this information in Item 5.

      With respect to improved monetization in our marketplace e-commerce business, Shopee (“Shopee”), we disclosed gross merchandise value (“GMV”) and orders on page 49 and revenue data on page 92 of the
        Form 20-F. Average order value on Shopee can be readily calculated by dividing GMV by orders, and was approximately US$10 for the year ended December 31, 2022. Similarly, monetization, which can be derived by taking our e-commerce business revenue
        as disclosed on page 100 of Form 20-F divided by GMV, improved from 8.2% in the year ended December 31, 2021 to 9.9% in the year ended December 31, 2022. In future 20-F filings, we will repeat or cross-reference to this information, and supplement
        this information with these mathematical calculations, in Item 5.

      With respect to the growth of our credit business, our loans receivable grew from US$1.5 billion for the year ended December 31, 2021 to US$2.1 billion for the year ended December 31, 2022, as disclosed in our
        consolidated balance sheets in the Form 20-F. As disclosed on page 54 of the Form 20-F, for the fiscal year 2022, we provided credit offerings primarily to select Shopee users including Shopee buyers and sellers. As disclosed on page 136 in the
        Form 20-F, the dollar amount per individual loan receivable is relatively small. Based on our total loan balance outstanding and number of loans outstanding as of December 31, 2022, our average loan size was approximately US$20. The tenure of such
        loans is short, generally in the range of 3 to 12 months, as publicly displayed on our websites or in our Shopee app, where such loans are offered. Please see our response to Comment 8 below for more information.

          Securities and Exchange Commission

          January 12, 2024

          Page 3

      We will continue to monitor the year-over-year changes in our business and disclose and discuss any material updates.

            2.

              Please explain to us and reconcile the amounts presented for “E-commerce and other services” and “Sales of goods” on page 96 to the amounts
                  presented for “E-commerce,” “Digital Financial Services” and “Other Services” presented on pages 100 and 101. In connection with this, it appears revenue, cost of revenue and gross profit of “Digital Financial Services” are included in
                  the respective amounts for “E-commerce and other services” but appears material for fiscal 2022 for
                  separate presentation and analysis. Please consider separate presentation on this basis so that investors may better understand your operations.

      Response

      We respectfully advise the Staff that as shown in the “Selected Consolidated Statements of Operations Data” table on page 96 of the Form 20-F, for the year ended December 31, 2022, service revenue for e-commerce and
        other services was US$7,463,173 and sales of goods was US$1,109,369, which totals US$8,572,542. This amount reconciles to the sum of revenue for E-commerce (US$7,288,677), Digital Financial Services (US$1,221,996) and Other Services (US$61,869) as
        shown in the table at the bottom of page 100 of the Form 20-F (amounts expressed in thousands of US dollars in this paragraph).

      In response to the Staff’s comment, we will provide the individual breakdown of our revenue by type and operating segment in future 20-F filings in Item 5.

            3.

              Please explain to us and consider disclosing as appropriate the basis for the level of the gross margins for each of digital entertainment,
                  e-commerce and other services and sales of goods reported on pages 97 and 99 and the reason for the variation in the gross margins between these operations so that investors may have a better understanding of the contribution of each of
                  these operations to your results.

      Response

      We respectfully submit that the basis for gross margin for each of our business segments and the reason for the variations in the gross margins are mainly due to the different nature of our businesses. As disclosed
        on page 97 of the Form 20-F, our group gross profit was US$3.9 billion in the fiscal year 2021 and US$5.2 billion in fiscal year 2022 and our group gross margins were 39.1% and 41.6% in fiscal years 2021 and 2022, respectively. Our digital
        entertainment segment had gross margins of 71.5% and 72.2% in fiscal years 2021 and 2022, respectively. Service revenue pertaining to our e-commerce and other services segment had gross margins of 16.2% and 30.4% in fiscal years 2021 and 2022,
        respectively. Sales of goods had gross margins of 6.3% and 10.5% in fiscal years 2021 and 2022, respectively.

          Securities and Exchange Commission

          January 12, 2024

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      As disclosed on page 93 of the Form 20-F, we generate revenue from our digital entertainment business primarily by selling in-game items to our online game players. Gross margins in our digital entertainment segment
        are relatively high mainly because of the digital nature of the production and sale of the virtual items in our games. By comparison, e-commerce and other services involve more significant physical operations, including logistics which includes
        costs associated with the storage and delivery of the goods sold by sellers on Shopee. As such, our e-commerce and other services have lower gross margins compared to our digital entertainment business. Sales of physical goods, by comparison,
        involves the cost of purchasing products from manufacturers or third parties and, accordingly, reflects even lower gross margins.

            4.

              You disclose the provision for credit losses increased 337.5% for fiscal 2022 primarily driven by increases in the growth in your loan book. However, your gross loans receivable balance
                only increased 42% as of December 31, 2022 compared to December 31, 2021. Please tell us whether there were specific changes in borrower characteristics or standards leading to this increase in default, and/or whether this increase was
                related to specific unusual events or circumstances.

      Response

      We respectfully advise the Staff that the 337.5% increase represented the year-over-year change in the aggregate credit loss provisioning expense recognized on the income statement during the course of fiscal year
        2022, while the 42% increase represented the growth in the loans receivable balance recorded on the balance sheet at year-end 2022.

      Given the short tenure of our loans, as discussed in our responses to Comments 1 and 8, our loan cycle is generally less than one year. Short tenure loans that are disbursed and repaid during the course of the fiscal
        year increase our total loan book subject to potential credit loss provisioning, but will not be reflected in the loans receivable balance at fiscal year-end. An increase in our lending activity will therefore generally increase our annual credit
        loss provisioning expense during the year at a higher rate than our outstanding gross loans receivable balance at year-end.

      We respectfully advise the Staff that the increase in the provision for credit losses, as indicated in our disclosures, was driven primarily by growth in the loan book. As identified on page 29 of the Form 20-F, the
        allowance for credit losses is based on our historical credit loss experience, adjusted for forward-looking factors specific to the receivables and economic environment, and the allowance we make for credit losses are calculated on an aggregate
        basis for various customer segments that are considered to have similar credit characteristics and risk of loss. We respectfully submit that there were no material changes in borrower characteristics or standards leading to the increase in credit
        provisioning, and this increase was not related to any material unusual events or circumstances.

          Securities and Exchange Commission

          January 12, 2024

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      B. Liquidity and Capital Resources

      Cash Flows and Working Capital

      Operating Activities, page 102

            5.

              You state the decrease in the change in escrow payables and advances from customers for fiscal 2022 is in line with GMV growth. Please disclose how these two items correlate to impact your
                operating cash flows and the extent thereof between fiscal 2022 and 2021. You also refer to a decrease in the change in accrued expenses and other payables as a factor in the change in operating cash flows between fiscal 2022 and 2021, but
                it is not clear how the change in these accrued balances between the respective year end dates impacts the amount of operating cash expended for the noted marketing and welfare expenses for the entirety of fiscal 2022 relative to the
                entirety of fiscal 2021. It also appears from the significant increases in general and administrative expenses and research and development expenses in fiscal 2022 relative to fiscal 2021 reported in the statements of operations that cash
                expended for these in each year may have impacted the amount of the change in operating cash flows between these years. Note merely citing changes in results, working capital items and noncash items reported in the statement of cash flows
                may not provide a sufficient basis to understand why the amount of operating cash changed between periods. Refer to Item 5 of Form 20-F (as directed by Form F-1), in particular the introductory paragraph thereof and instructions 1 and 9 of
                instructions to Item 5, section III.D of Release No. 33-6835, section IV.B.1 of Release No. 33-8350 and Release No. 33-10890 for guidance.

      Response

      We respectfully advise the Staff that Shopee operates as a marketplace whereby we hold payments made by customers in certain designated accounts held by us until the ordered products are received or deemed to have
        been received by the customer, which is recorded as escrow payables and advances from customers until they are withdrawn by the sellers, as disclosed on page 51 of the Form 20-F under Item 4.B.

      Based on information disclosed in our Form 20-Fs for the three years ended December 31, 2022, our e-commerce business GMV increased by approximately 77% in fiscal year 2021 and 18% in fiscal year 2022. Thus, the GMV
        growth rate declined by approximately 77% in fiscal year 2022. Meanwhile, the change in escrow payables and advances from customers’ cash flow declined by approximately 74% in fiscal year 2022.

      We respectfully advise the Staff that, as announced in our third quarter 2022 earnings conference call, we “shifted our mindset and focus from growth to achieving self-sufficiency and profitability,” “accelerated
        cost saving initiatives in our business operations” and “[a]cross all businesses and markets, we reviewed and reduced headcount, decreased existing spending and future investment commitments on office space and logistics facilities, and tightened
        travel and entertainment policies.” This is in comparison to the beginning of 2022, when we were “focus[ed] on strong execution with balanced growth and efficiency” as shared on our first quarter 2022 earnings conference call.

          Securities and Exchange Commission

          January 12, 2024

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      In line with these cost saving initiatives announced in our third quarter 2022 earnings conference call, there was a decrease in change in accrued expenses and other payables relating to marketing and welfare
        expenses in fiscal year 2022. The decrease in the accrued expenses and other payables balances as of December 31, 2022 negatively impacted operating cash flow.

      Despite the cost saving initiatives mentioned above, as the Staff observed, general and administrative expenses and research and development expenses, however, still increased overall for fiscal year 2022. This was
        primarily because of spending that took place earlier in the year, in line with what was announced on our f