SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 28, 2025

XU Tao
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 100086
People s Republic of China

 Re: KE Holdings Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 File No. 001-39436
Dear XU Tao:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Haiping Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 KE Holdings Inc.

 Oriental Electronic Technology Building

 No. 2 Chuangye Road, Haidian District

 Beijing 100086

 People's Republic of China

 July 22, 2025

 VIA EDGAR

 Ms. Jennifer Monick

 Mr. Howard Efron

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: KE Holdings Inc. (the "Company")

 Form 20-F for the Fiscal Year Ended December 31, 2024

 Response dated July 10, 2025

 File No. 001-39436

 Dear Ms. Monick and Mr. Efron:

 This letter sets forth the
Company's responses to the comments contained in the letter dated July 17, 2025 from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") regarding the Company's annual report on Form 20-F
for the fiscal year ended December 31, 2024 filed with the Commission on April 17, 2025 (the " 2024 Form 20-F ")
and the Company's response dated July 10, 2025. The Staff's comments are repeated below in bold and are followed by the
Company's responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms
in the 2024 Form 20-F.

 Form 20-F for the Fiscal Year Ended
December 31, 2024

 Notes to Consolidated Financial Statements

 2. Significant Accounting Policies, page F-20

 1. We note your response to our prior comment 2, which clarifies the nature of the line item for customer
deposits payable. Please confirm you will also disclose the nature of this line item in future filings.

 The Company confirms that it will disclose
the nature of this line item in future Form 20-F filings, subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed.

 * * *

 If you have any additional
questions or comments regarding the 2024 Form 20-F, please contact the Company's U.S. counsel, Haiping Li of Skadden, Arps,
Slate, Meagher & Flom LLP, at +852 3740-4835 or haiping.li@skadden.com. Thank you very much.

 Very truly yours,

 /s/ Tao Xu

 Tao Xu

 Chief Financial Officer

 cc: Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

 Haiping Li, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

 Shu Du, Esq., Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

 Lanny Lu, Partner, PricewaterhouseCoopers Zhong
Tian LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 17, 2025

XU Tao
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 100086
People s Republic of China

 Re: KE Holdings Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 Response dated July 10, 2025
 File No. 001-39436
Dear XU Tao:

 We have reviewed your July 10, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 25,
2025 letter.

Form 20-F for the fiscal year ended December 31, 2024
Notes to Consolidated Financial Statements
2. Significant Accounting Policies, page F-20

1. We note your response to our prior comment 2, which clarifies the nature
of the line
 item for customer deposits payable. Please confirm you will also
disclose the nature of
 this line item in future filings.
 July 17, 2025
Page 2

 Please contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Haiping Li
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 KE Holdings Inc.

 Oriental Electronic Technology Building

 No. 2 Chuangye Road, Haidian District

 Beijing 1000086

 People's Republic of China

 July 10, 2025

 VIA EDGAR

 Ms. Jennifer Monick

 Mr. Howard Efron

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 KE Holdings Inc. (the "Company")

 Form 20-F for the Fiscal Year Ended December 31, 2024

 Filed on April 17, 2025

 File No. 001-39436

 Dear Ms. Monick and Mr. Efron:

 This letter sets forth the
Company's responses to the comments contained in the letter dated June 25, 2025 from the staff (the " Staff ")
of the Securities and Exchange Commission (the " Commission ") regarding the Company's annual report on Form 20-F
for the fiscal year ended December 31, 2024 filed with the Commission on April 17, 2025 (the " 2024 Form 20-F ").
The Staff's comments are repeated below in bold and are followed by the Company's responses thereto. All capitalized terms
used but not defined in this letter shall have the meaning ascribed to such terms in the 2024 Form 20-F.

 Form 20-F for the Fiscal Year Ended
December 31, 2024

 Notes to Consolidated Financial Statements

 2. Significant Accounting Policies

 2.2 Basis of preparation

 Changes in Presentation, page F-21

 1. We note your disclosure that you elected to change the presentation of certain cash flows on your Consolidated
Statements of Cash Flows, specifically the changes associated with customer deposits payable and payable related to escrow accounts services
from operating activities to financing activities. Please clarify for us how you determined these items are related to financing activities.
Within your response, please refer to ASC 230.

 Division of Corporation Finance

 Securities and Exchange Commission

 July 10 , 2025

 Page 2

 The Company
respectfully advises the Staff that " existing home transaction services" refers to the activities of providing brokerage
and transaction closing services in connection with housing transactions by brokerage firms and agents, wherein brokerage firms and agents
collect commissions from either or both the buy side and the sell side. Such services include the escrow accounts services, which the
Company through its online payment platform eHomepay, collects home purchase considerations from the property buyers on behalf of the
property sellers, overseeing funds in escrow accounts under the Company's name with commercial banks that follow certain local regulations,
and the funds will be further remitted to property sellers on behalf of the buyers once the home transactions are completed. The Company
recognizes the commission as revenue when the services are provided.

 Customer deposits payable and payable
related to escrow accounts mainly refers to home purchase considerations collected from the property buyers through eHomePay that have
not yet been remitted to property sellers.

 The Company acknowledges that there
are variations in practice regarding the presentation of settlement activities/funds held for others within the statement of cash flows
between operating and financing activities.

 The Company
believes its historical policy of presenting the change in customer deposits payable and payable related to escrow accounts services
within operating is appropriate and acceptable, as the collection and remittance of funds is viewed to be an integral part of providing
its service offering. The collection of cash from the property buyers and remittance to the sellers is each a part of the cash flow directly
related to providing home transaction services and payment processing services and generating revenue in accordance with ASC 230-10-45-16.

 The Company also acknowledges that there
is another acceptable presentation alternative to present such activity within financing activities. As mentioned above, as part of the
home transaction services, the Group collects cash from property buyers in an agency relationship, which must be remitted to the property
sellers. The predominant nature of the related cash flow is the receipt of cash in a custodial capacity. Under this view, holding of funds
(i.e. home purchase considerations) on behalf of others is analogous to proceeds received from borrowings rather than consideration received
for provision of services, consistent with ASC 230-10-45-14.b. Likewise, the settlement of the funds payable to the seller could be viewed
as a "repayment of amounts borrowed" in accordance with ASC 230-10-45-15.b.

 Upon further reflection, the Company
decided to reclassify, for all periods presented in its financial statements for the year ended December 31, 2024, cash flows related
to customer deposits payable and payable related to escrow accounts from operating to financing activities to better reflect its agency
nature.

 Division of Corporation Finance

 Securities and Exchange Commission

 July 10 , 2025

 Page 3

 2. We note the line item for customer deposits payable on your Consolidated Balance Sheets. Please address
the following:

 ● Please clarify for us and in future filings
the nature of this line item.

 ● Please clarify for us if such line item is
a contract liability. In your response, please tell us how you came to your determination. Please reference ASC 606 within your response.

 ● To the extent such line item is a contract
liability, please tell us how you complied with the disclosure requirements of paragraphs 8-11 of ASC 606-10-50.

 The Company
respectfully advises the Staff that customer deposits payable mainly refers to home purchase considerations collected from the
property buyers on eHomePay. These funds are placed with banks in escrow accounts and will be released to property sellers once the home
transactions are completed.

 The Company considered that such customer
deposits payable does not meet the definition of "contract liabilities" in ASC 606-10-45-2. For home transactions services,
the Company collects both the purchase considerations from property buyers in accordance with certain local regulations, which is recorded
as customer deposits payable, and commissions to be earned from the transaction parties, which is recorded as contract liabilities. For
purchase considerations collected by the Company from the property buyers on behalf of the property sellers, these funds are considered
held on behalf of others and the Company assumes no obligation to transfer goods or services between these transacting parties in connection
with these funds. Accordingly, the Company believes that such funds do not meet the definition of contract liabilities.

 Since the customer deposits payable
is not a contract liability, the disclosure requirement under paragraphs 8-11 of ASC 606-10-50 is not applicable. For commissions to be
earned from the completed transactions between the property sellers and property buyers, these amounts are recorded as contract liabilities,
and the Company included these required disclosures in Note 2.22 on page F-37 of Form 20-F.

 If you have any additional
questions or comments regarding the 2024 Form 20-F, please contact the Company's U.S. counsel, Haiping Li of Skadden, Arps,
Slate, Meagher & Flom, at +852 3740-4835 or haiping.li@skadden.com. Thank you very much.

 *            *           *

 Very truly yours,

 /s/ Tao Xu

 Tao Xu

 Chief Financial Officer

 cc:
 Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

 Haiping Li, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 Lanny Lu, Partner, PricewaterhouseCoopers Zhong Tian LLP

CORRESP
 1
 filename1.htm

 KE Holdings Inc.

 Oriental Electronic Technology Building

 No. 2 Chuangye Road, Haidian District

 Beijing 100086

 People's Republic of China

 June 30, 2025

 VIA EDGAR

 Ms. Jennifer Monick

 Mr. Howard Efron

 Division of Corporation Finance

 Office of Real Estate & Construction

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: KE Holdings Inc. (the "Company")
 Form 20-F for the Fiscal Year Ended December 31,
2024

 Filed on April 17, 2025

 File No. 001-39436

 Dear Ms. Monick and Mr. Efron:

 The Company has received the
letter dated June 25, 2025 from the staff of the Securities and Exchange Commission (the " Staff ") regarding the
Company's Form 20-F for the fiscal year ended December 31, 2024 (the " 2024 Form 20-F "). The Company
respectfully submits to the Staff to request an extension to the deadline for responding to the letter due to the additional time required
to prepare thorough responses to address the comments in the letter. The Company will provide its response to the letter via EDGAR as
soon as possible, in any event no later than July 24, 2025.

 If you have any additional
questions or comments regarding the 2024 Form 20-F, please contact the Company's U.S. counsel, Haiping Li of Skadden, Arps,
Slate, Meagher & Flom, at +852 3740-4835 or haiping.li@skadden.com. Thank you very much.

 *            *           *

 Very truly yours,

 /s/ Tao Xu

 Tao Xu

 Chief Financial Officer

 cc: Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.
 Haiping Li, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

 Shu Du, Esq., Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

 Lanny Lu, Partner, PricewaterhouseCoopers Zhong
Tian LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 25, 2025

XU Tao
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 100086
People s Republic of China

 Re: KE Holdings Inc.
 Form 20-F for the fiscal year ended December 31, 2024
 File No. 001-39436
Dear XU Tao:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the fiscal year ended December 31, 2024
Notes to Consolidated Financial Statements
2. Significant Accounting Policies
2.2 Basis of preparation
Changes in Presentation, page F-21

1. We note your disclosure that you elected to change the presentation of
certain cash
 flows on your Consolidated Statements of Cash Flows, specifically the
changes
 associated with customer deposits payable and payable related to escrow
accounts
 services from operating activities to financing activities. Please
clarify for us how you
 determined these items are related to financing activities. Within your
response,
 please refer to ASC 230.
 June 25, 2025
Page 2

2.22 Revenue recognition
Contract Balances, page F-37

2. We note the line item for customer deposits payable on your Consolidated
Balance
 Sheets. Please address the following:
 Please clarify for us and in future filings the nature of this line
item.
 Please clarify for us if such line item is a contract liability. In
your response,
 please tell us how you came to your determination. Please reference
ASC 606
 within your response.
 To the extent such line item is a contract liability, please tell us
how you complied
 with the disclosure requirements of paragraphs 8-11 of ASC 606-10-50.

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Howard Efron at 202-551-3439 or Jennifer Monick at
202-551-3295
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Haiping Li
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 17, 2023
Peng Yongdong
Chief Executive Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 100086
People’s Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39436
Dear Peng Yongdong:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

August 14, 2023

VIA EDGAR

Mr. Andrew Mew

Mr. Kyle Wiley

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

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

    Filed on April 27, 2023

    File No. 001-39436

Dear Mr. Mew and Mr. Wiley:

This letter sets forth the
Company’s responses to the comments contained in the letter dated July 31, 2023 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F
for the fiscal year ended December 31, 2022 filed with the Commission on April 27, 2023 (the “2022 Form 20-F”).
The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms
used but not defined in this letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

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

Item 16I. Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections, page 191

 1. We
                                            note your statement that you reviewed your register of members and public filings made by
                                            your shareholders in connection with your required submission under paragraph (a). Please
                                            supplementally describe any additional 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).

Division of Corporation Finance

Securities and Exchange Commission

August 14, 2023

Page 2

In connection with the required submission
under paragraph (a) and the required disclosure under (b)(3) of Item 16I, the Company respectfully supplements that it relied
on the Schedules 13D, Schedules 13G and the amendments thereto filed by the Company’s major shareholders. The Company believes
such reliance is reasonable and sufficient, because such major shareholders are legally obligated to file beneficial ownership schedules
with the Commission. Based on the examination of the Company’s register of members, as well as the Schedules 13D, Schedules 13G
and the amendments thereto, other than (i) Propitious Global Holdings Limited, (ii) Baihui Partners L.P., and (iii) Tencent
Holdings Limited, no shareholder beneficially owned 5% or more of the Company’s total outstanding ordinary shares as of February 28,
2023. Based on the review of the public filings:

 · Propitious
                                            Global Holdings Limited held 885,301,280 Class A ordinary shares of the Company as of
                                            February 28, 2023, representing 23.8% of the Company’s outstanding shares (excluding
                                            the ordinary shares reserved for future issuances upon the exercise or vesting of awards
                                            granted under share incentive plans) and 17.3% of the total voting power among the Company’s
                                            shareholders as of February 28, 2023. Propitious Global Holdings Limited is a company
                                            incorporated under the laws of British Virgin Islands that is wholly owned by Z&Z Trust.
                                            Mrs. ZUO, the spouse of Mr. ZUO Hui (founder and permanent chairman emeritus of
                                            the Company), controls the dispositive power over the securities beneficially held by Z&Z
                                            Trust. Propitious Global Holdings Limited has executed and delivered an Irrevocable Proxy
                                            and Power of Attorney, as amended, pursuant to which Propitious Global Holdings Limited irrevocably
                                            authorized Baihui Partners L.P. to exercise the voting rights represented by all the Class A
                                            ordinary shares held by Propitious Global Holdings Limited. To the Company’s knowledge,
                                            Propitious Global Holdings Limited is not owned or controlled by a governmental entity;

 · Baihui
                                            Partners L.P. is a Cayman Island exempted limited partnership. The partners of the Baihui
                                            Partnership include Mr. PENG Yongdong and Mr. SHAN Yigang, each holding 50% of
                                            limited partnership interests. To the Company’s knowledge, Baihui Partners L.P. is
                                            not owned or controlled by a governmental entity; and

 · Tencent
                                            Holdings Limited is a company incorporated under the laws of Cayman Islands and listed on
                                            the Hong Kong Stock Exchange. As reported in a Schedule 13D/A filed by Tencent Holdings Limited
                                            with the SEC on May 16, 2022, Tencent Holdings Limited beneficially owned 410,842,111
                                            Class A ordinary shares of the Company through Morespark Limited, Parallel Stellar Investment
                                            Limited, Tencent Mobility Limited, Parallel Galaxy Investment Limited and Sunshine Peak Holding
                                            Limited, all of which were beneficially owned and controlled by Tencent Holdings Limited.
                                            The 410,842,111 Class A ordinary shares beneficially owned by entities affiliated with
                                            Tencent Holdings Limited represented 11.0% of the Company’s outstanding shares (excluding
                                            the ordinary shares reserved for future issuances upon the exercise or vesting of awards
                                            granted under share incentive plans) and 8.0% of the total voting power among the Company’s
                                            shareholders as of February 28, 2023, assuming Tencent Holdings Limited’s shareholding
                                            has not changed since May 11, 2022. To the Company’s knowledge and based on public
                                            filings, Tencent Holdings Limited is not owned or controlled by a governmental entity.

Division of Corporation Finance

Securities and Exchange Commission

August 14, 2023

Page 3

Based on the foregoing, the Company
believes that it is not owned or controlled by a governmental entity of mainland China and that the governmental entities in mainland
China do not have a controlling financial interest in the Company. In addition, as disclosed in the 2022 Form 20-F, the Company
(through its wholly-owned subsidiaries) is the ultimate primary beneficiary of the VIEs. The Company has the power to direct the activities
that most significantly affect the economic performance of the VIEs and receives the economic benefits from the VIEs that could be significant
to the VIEs. As disclosed in the 2022 Form 20-F, the shareholders of the VIEs are (i) natural persons, (ii) the Company’s
subsidiaries, or (iii) other entities associated with the Company, none of which are governmental entities. Therefore, the VIEs
or their subsidiaries are not owned or controlled by a governmental entity of mainland China, and the governmental entities in mainland
China do not have a controlling financial interest in the VIEs or their subsidiaries.

In connection with the required disclosure
under paragraph (b)(2) of Item 16I, the Company respectfully submits that, based on its register of members as of February 28,
2023, the record holders of its ordinary shares included: (i) The Bank of New York Mellon, (ii) HKSCC Nominees Limited, (iii) Propitious
Global Holdings Limited, (iv) entities affiliated with Tencent (as described in the third bullet under the first paragraph of the
Company’s response to this Question 1), (v) a trust established for the administration of the Company’s share incentive
plans, (vi) certain other institutional investors that beneficially own ordinary shares that in aggregate amount to approximately
0.7% of the Company’s total outstanding ordinary shares as of February 28, 2023, and (vii) certain other natural person
shareholders that beneficially own ordinary shares that in aggregate amount to approximately 10.3% of the Company’s total outstanding
ordinary shares as of February 28, 2023. The Bank of New York Mellon is the depositary of the Company’s ADSs and acts as the
attorney-in-fact for the ADS holders. It would present an undue hardship for the Company to identify each public market ADS holder due
to the large number of such holders. HKSCC Nominees Limited is the nominee holder for the Company’s Class A ordinary shares
registered in its Hong Kong share registrar and admitted into the Central Clearing and Settlement System (CCASS) for trading in Hong
Kong. Similarly, it would present an undue hardship for the Company to identify each public market holder that holds its Class A
ordinary shares through HKSCC Nominees Limited due to the large number of such holders. The Company could only rely on the Schedules
13D, Schedules 13G and the amendments thereto filed by the beneficial owners of 5% or more of the Company’s shares who hold shares
through The Bank of New York Mellon or HKSCC Nominees Limited. Based on such public filings, none of the holders who own 5% or more of
the Company’s shares is a governmental entity in the Cayman Islands. In terms of Propitious Global Holdings Limited, based on the
analysis set forth in the foregoing paragraphs, the Company believes that no governmental entities in the Cayman Islands own shares of
Propitious Global Holdings Limited. In terms of entities affiliated with Tencent, based on the analysis set forth in the foregoing paragraphs,
the Company believes that none of them is owned or controlled by a governmental entity of the Cayman Islands. All other institutional
shareholders of the Company were involved in the Company’s pre-IPO shares issuances. Based on the examination of publicly available
information, such as the institutional shareholders’ websites, to the best of the Company’s knowledge, no governmental entities
in the Cayman Islands own shares of any of the institutional shareholders. Therefore, to the best of the Company’s knowledge, no
governmental entities in the Cayman Islands owns any share of the Company.

Division of Corporation Finance

Securities and Exchange Commission

August 14, 2023

Page 4

The Company believes it is reasonable
and sufficient to rely on register of members and Schedules 13D, Schedules 13G and the amendments thereto and respectfully submits that
it did not rely upon any legal opinions or third party certifications such as affidavits as the basis of its submission.

 2. We
                                            note that your disclosures pursuant to paragraph (b) are limited to yourself and the
                                            “VIEs in China”, but excluding other non-VIE subsidiaries in PRC, Cayman Island,
                                            British Virgin Island and Hong Kong according to exhibit 8.1. Please note that Item 16I(b) requires
                                            that you provide disclosures for yourself and your consolidated foreign operating entities,
                                            including variable interest entities or similar structures. With respect to (b)(2), please
                                            supplementally clarify the jurisdictions in which your consolidated foreign operating entities
                                            are organized or incorporated and confirm, if true, that you have disclosed the percentage
                                            of your shares or the shares of your consolidated operating entities owned by governmental
                                            entities in each foreign jurisdiction in which you have consolidated operating entities.
                                            Alternatively, please provide this information in your supplemental response. Please also
                                            make corresponding representations, if true, with respect to (b)(3), (4) and (5), or
                                            provide this information in your supplemental response.

With respect to the required disclosure
under paragraph (b)(2) of Item 16I, the Company respectfully submits that the jurisdictions in which the Company’s significant
consolidated foreign operating entities are incorporated include mainland China, the Cayman Islands, the British Virgin Islands, and
Hong Kong SAR. Except for the VIEs and their subsidiaries in mainland China, the Company holds 100% equity interests in its significant
consolidated operating entities. As disclosed in the 2022 Form 20-F, the shareholders of the VIEs are (i) natural persons,
(ii) the Company’s subsidiaries, or (iii) other entities associated with the Company, none of which are governmental
entities of mainland China. Therefore, to the best of the Company’s knowledge, no governmental entity in mainland China, the Cayman
Islands, the British Virgin Islands or Hong Kong SAR owns shares of the Company’s significant consolidated foreign operating entities.

Division of Corporation Finance

Securities and Exchange Commission

August 14, 2023

Page 5

With respect to the required disclosure
under paragraph (b)(3) of Item 16I, the Company respectfully submits that, based on the analysis in the previous paragraph, the
governmental entities in mainland China do not have a controlling financial interest in the Company’s consolidated foreign operating
entities.

With respect to the required disclosure
under paragraph (b)(4) of Item 16I, the Company respectfully submits that, to the best of the Company’s knowledge, none of
the members of the board of directors of the Company’s consolidated foreign operating entities is an official of the Chinese Communist
Party.

With respect to the required disclosure
under paragraph (b)(5) of Item 16I, the Company confirms that none of the articles of the consolidated foreign operating entities,
including the VIEs, incorporated wording from charter of the Chinese Communist Party.

 3. In
                                            order to clarify the scope of your review, please supplementally describe the steps you have
                                            taken to confirm that none of the members of the board of you or your consolidated foreign
                                            operating entities are officials of the Chinese Communist Party. For instance, please tell
                                            us how the board members’ current or prior memberships on, or affiliations with, committees
                                            of the Chinese Communist Party factored into your determination. In addition, please tell
                                            us whether you have relied upon third party certifications such as affidavits as the basis

United States securities and exchange commission logo
July 31, 2023
PENG Yongdong
Chief Executive Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 100086
People’s Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39436
Dear PENG Yongdong:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 191
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional 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).

 FirstName LastNamePENG Yongdong
 Comapany NameKE Holdings Inc.
 July 31, 2023 Page 2
 FirstName LastName
PENG Yongdong
KE Holdings Inc.
July 31, 2023
Page 2
2.We note that your disclosures pursuant to paragraph (b) are limited to yourself and the
“VIEs in China”, but excluding other non-VIE subsidiaries in PRC, Cayman Island,
British Virgin Island and Hong Kong according to exhibit 8.1. Please note that Item 16I(b)
requires that you provide disclosures for yourself and your consolidated foreign operating
entities, including variable interest entities or similar structures. With respect to (b)(2),
please supplementally clarify the jurisdictions in which your consolidated foreign
operating entities are organized or incorporated and confirm, if true, that you have
disclosed the percentage of your shares or the shares of your consolidated operating
entities owned by governmental entities in each foreign jurisdiction in which you have
consolidated operating entities. Alternatively, please provide this information in your
supplemental response. Please also make corresponding representations, if true, with
respect to (b)(3), (4) and (5), or provide this information in your supplemental response.
3.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of the board of you or your consolidated
foreign operating entities are officials of the Chinese Communist Party. For instance,
please tell us how the board members’ current or prior memberships on, or affiliations
with, committees of the Chinese Communist Party factored into your determination. In
addition, please tell us whether you have relied upon third party certifications such as
affidavits as the basis for your disclosure.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge”. Please supplementally confirm
without qualification, if true, that your or your consolidated foreign operating entities’
articles do not contain wording from any charter of the Chinese Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kyle Wiley at (202) 344-5791 or Andrew Mew at (202) 551-3377 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yuting Wu

United States securities and exchange commission logo
July 26, 2022
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed April 19, 2022
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

July 19, 2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2021

Filed April 19, 2022

Form 20-F for the Fiscal Year Ended
December 31, 2020

Filed April 6, 2021

  File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

This letter sets forth the
Company’s responses to the comments contained in the letter dated July 11, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2021 filed with the Commission on April 19, 2022 (the “2021 Form 20-F”) and Form 20-F for the
fiscal year ended December 31, 2020 filed with the Commission on April 6, 2021. The Staff’s comments are repeated below in bold
and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning
ascribed to such terms in the 2021 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

Enforceability of Civil Liabilities, page 149

 1. We note your
                                            proposed disclosures related to our prior comment 10. Please further expand disclosures to
                                            discuss any potential costs involved in enforcing potential  liabilities and judgments on
                                            your officers and directors located in China and Hong Kong, if material.

KE Holdings Inc.

 July 19, 2022

 Page 2

The Company respectfully advises the
Staff that it is impracticable to quantify the potential costs involved in enforcing potential liabilities and judgments on the officers
and directors located in China and Hong Kong. As disclosed in the 2021 Form 20-F (quoted below), China
does not have any treaties or other written form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal
recognition and enforcement of foreign judgments. As such, the PRC courts will only review and determine the applicability of the reciprocity
principle on a case-by-case basis. The PRC courts will not recognize and enforce a foreign judgement if they decide that the judgment
violates the basic principles of PRC law or national sovereignty, security or public interest. The precedents of foreign judgments rendered
by a court in the United States or in the Cayman Islands being recognized in the PRC courts are scarce. As a result, the monetary costs
and time required to enforce potential foreign judgments in PRC courts are uncertain and immeasurable in general and could be material
to a shareholder.

In response to the Staff’s comment,
the Company respectfully proposes to further revise and include the following double-underlined disclosure in the referenced section in
its future Form 20-F filings in addition to its previously proposed underlined disclosure, subject to updates and adjustments to be made
in connection with any material development of the subject matter being disclosed:

“All of our officers and
directors are located in China or Hong Kong, and it will be more difficult to enforce liabilities and enforce judgments on those individuals.
Our PRC legal counsel has advised us that there is uncertainty as to whether the courts of China
would:

 · recognize or enforce judgments of United States courts obtained against us or our directors or officers
predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

 · entertain original actions brought in each respective jurisdiction against us or our directors or officers
predicated upon the securities laws of the United States or any state in the United States.

KE Holdings Inc.

 July 19, 2022

 Page 3

Our
PRC legal counsel has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil
Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures
Law and other applicable laws and regulations based either on treaties between China and the country where the judgment is made or on
principles of reciprocity between jurisdictions. China does not have any treaties or other written form of reciprocity with the
United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the
PRC courts will review and determine the applicability of the reciprocity principle on a case-by-case basis and the length of the procedure
is uncertain. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against
us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security
or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in
the United States or in the Cayman Islands. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC
law against a company in China for disputes if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and
meet other procedural requirements. It will be, however, difficult for U.S. shareholders to originate actions against us in the PRC in
accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders,
by virtue only of holding the ADSs or ordinary shares, to establish a connection to the PRC for a PRC court to have jurisdiction as required
under the PRC Civil Procedures Law. In addition to the aforesaid substantial uncertainties,
the foreign shareholders seeking the enforcement of a foreign judgement in the PRC courts could incur substantial legal and other costs
that may be material to the shareholders. Shareholders could potentially spend a considerable amount of time and other resources to go
through the recognition and enforcement procedure, which may be a significant burden for the shareholders, but with no assurance of ultimate
success.”

The Company also respectfully proposes
to further revise and include the following double-underlined disclosure in the referenced risk factor in its future Form 20-F filings
in addition to its previously proposed underlined disclosure, subject to updates and adjustments to be made in connection with any material
development of the subject matter being disclosed:

“All of our officers
and directors are located in China or Hong Kong, and it will be more difficult to enforce liabilities and enforce judgments on those
individuals. The recognition and enforcement of foreign judgments are provided for under
the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC
Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of
reciprocity between jurisdictions. China does not have any treaties or other written forms of reciprocity with the United
States that provide for the reciprocal recognition and enforcement of foreign judgments. As such, the PRC courts will review and
determine the applicability of the reciprocity principle on a case-by-case basis and the length of the procedure is uncertain.
In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our
director and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security
or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court
in the United States.  In addition to the aforesaid substantial uncertainties, the
foreign shareholders seeking the enforcement of a foreign judgement in the PRC courts could incur substantial
legal and other costs that may be material to the shareholders. Shareholders could potentially spend a considerable amount of time
and other resources to go through the recognition and enforcement procedure, which may be a significant burden for the shareholders,
but with no assurance of ultimate success.”

*                *               *

    Very truly yours,

    /s/ Tao Xu

    Tao Xu

    Chief Financial Officer

 cc: Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

Yuting Wu, Esq., Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

Walter Zhang, Partner, PricewaterhouseCoopers Zhong
Tian LLP

United States securities and exchange commission logo
July 11, 2022
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed April 19, 2022
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have reviewed your June 21, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 27, 2022 letter.

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 July 11, 2022 Page 2
 FirstName LastName
Tao Xu
KE Holdings Inc.
July 11, 2022
Page 2
Form 20-F for the Fiscal Year Ending December 31, 2021
Enforcement of Civil Liabilities, page 149
1.We note your proposed disclosures related to our prior comment 10.  Please further
expand disclosures to discuss any potential costs involved in enforcing potential liabilities
and judgments on your officers and directors located in China and Hong Kong, if material.
            You may contact Babette Cooper at 202-551-3396 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

June 21, 2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31,
2021

Filed April 19, 2022

Form 20-F for the Fiscal Year
Ended December 31, 2020

Filed April 6, 2021

File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

This letter sets forth the
Company’s responses to the comments contained in the letter dated May 27, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2021 filed with the Commission on April 19, 2022 (the “2021 Form 20-F”) and
Form 20-F for the fiscal year ended December 31, 2020 filed with the Commission on April 6, 2021. The Staff’s comments
are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this
letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021

Item 3. Key Information, page 4

 1. Please revise the first paragraph of this section to disclose that this VIE structure involves unique
risks to investors. Please also disclose that investors may never hold equity interests in the Chinese operating company.

KE Holdings Inc.

June 21, 2022

Page 2

In response to the Staff’s comment,
the Company respectfully proposes to include the following underlined disclosure in the first paragraph of Item 3. Key Information in
its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject
matter being disclosed:

“KE Holdings Inc. is not an operating
company in China but a Cayman Islands holding company with no material operations of its own and no equity ownership in the VIEs. [……]
As used in this annual report, “Beike,” “we,” “us,” “our company” or “our”
refers to KE Holdings Inc., its subsidiaries, and, in the context of describing the consolidated financial information, the VIEs and their
subsidiaries in China. Investors in our ADSs thus are not purchasing equity interest in the VIEs in China but instead are purchasing equity
interest in KE Holdings Inc., a Cayman Islands holding company. This VIE structure involves unique risks to investors, and investors
may never directly hold equity interests in the Chinese operating company. See ‘Item 3. Key Information—D. Risk Factors—Risks
Related to Our Corporate Structure.’”

 2. We note the disclosure on page 4 regarding the percentage of cash, cash equivalents and restricted
cash, total assets, and revenues relating to the business operations of the VIE. Please provide balanced disclosure to clarify the potential
impact of the VIE upon your overall business, including the availability of the technology you use in your operations.

In response to the Staff’s comment,
the Company respectfully proposes to include the following underlined disclosure in the first paragraph of Item 3. Key Information in
its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject
matter being disclosed:

“KE Holdings Inc. is not an operating
company in China but a Cayman Islands holding company with no material operations of its own and no equity ownership in the VIEs. [……]
The VIEs collectively held 29.5% of our cash, cash equivalents and restricted cash and 12.9% of our total assets as of December 31,
2021. Revenues contributed by the VIEs, excluding inter-group transactions, accounted for 11.6%, 1.4% and 1.2% of our total net revenues
for the fiscal years 2019, 2020 and 2021, respectively. The applicable VIEs and their subsidiaries are the operators of Beike
and Lianjia mobile apps and websites and the license holders to provide the value-added telecommunication services on these platforms.
To enhance the experience of our housing customers, agents or other business partners on our platform, we offer certain complementary
services through our platform, such as online payment services, and the VIEs and their subsidiaries also hold relevant licenses and permits
for these services. Some of our key domain names, including ke.com and Lianjia.com, are registered under the VIEs. Meanwhile,
the VIEs owned approximately 1%, 6% and 12% of our registered patents, registered trademarks and copyrights to software programs, respectively,
as of December 31, 2021. Therefore, the VIEs house certain underlying intellectual properties and licenses that are critical to the
availability of technologies and workforce supporting our operations and services we provide on the Beike platform. At the same
time, the employees under the VIEs were less than 1% of the total workforce as of December 31, 2021. As used in this annual report,
 “Beike,” “we,” “us,” “our company” or “our” refers to KE Holdings Inc., its
subsidiaries, and, in the context of describing the consolidated financial information, the VIEs and their subsidiaries in China. Investors
in our ADSs thus are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in KE Holdings Inc.,
a Cayman Islands holding company. This VIE structure involves unique risks to investors, and investors may never hold equity interests
in the Chinese operating company. See ‘Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.’”

KE Holdings Inc.

June 21, 2022

Page 3

 3. Please revise the last paragraph on page 6 to clearly disclose whether these risks could result
in a material change in your operations.

In response to the Staff’s comment,
the Company respectfully proposes to revise and include the following underlined disclosure in the referenced paragraph in its future
Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter
being disclosed:

“We face various risks and uncertainties
related to doing business in China that could result in a material change in our operations. Our business operations are primarily
conducted in China, and we are subject to complex and evolving PRC laws and regulations. [……] Implementation of industry-wide
regulations in this nature may cause the value of such securities to significantly decline or be worthless. For more details, see ‘Item
3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.’”

 4. We continue to note disclosures referencing control over the VIE such as on page 4, we “rely
on contractual arrangements among our PRC subsidiaries, the VIEs and their shareholders to control the business operations of the VIEs,”
and “KE Holdings Inc. controls, and receives economic benefits from, the VIEs through the VIE contractual arrangements.” However,
neither the investors in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in,
or control of, through such ownership or investment, the VIE. Any references to control or benefits that accrue to you because of the
VIE should be limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Please
revise.

KE Holdings Inc.

June 21, 2022

Page 4

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to
updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Where similar disclosure
appears in other places of the Form 20-F, conforming changes will be implemented to ensure consistency throughout the Form 20-F:

“A series of contractual agreements,
including power of attorney, exclusive business cooperation agreements, equity pledge agreements, exclusive option agreements and spouse
consent letters, have been entered into by and among our WFOEs, the VIEs and their respective shareholders. We depend on these contractual
arrangements to provide our subsidiary with a “controlling financial interest” in the VIEs, as defined in FASB ASC
810, making it the primary beneficiary of the VIEs. Terms contained in each set of contractual arrangements with the VIEs and their
respective shareholders are substantially similar. As a result, KE Holdings Inc. controls, and receives, which enable
the Company to (1) have power to direct activities of the VIE that most significantly affect the economic performance of the VIEs,
and (2) receive the economic benefits from the VIEs through the VIE contractual arrangements. KE Holdings Inc. is also
that could be significant to the VIEs. As advised by our PRC legal counsel, Han Kun Law Offices, subject to the disclosure
in this annual report, the terms of the contractual agreements are valid, binding and enforceable under the PRC laws and regulations currently
in effect. Accordingly, the Company is considered the primary beneficiary of the VIEs for accounting purposes, and
we have has consolidated the VIEs’ financial results of the VIEs and their subsidiaries in
our operations, assets and liabilities in the Company’s consolidated financial statements in accordance with U.S.
GAAP. However, neither KE Holdings Inc. nor its investors has have an equity ownership in, direct foreign investment
in, or control through such ownership or investment of, the VIEs, and the VIE contractual arrangements are not equivalent to an equity
ownership in the business of the VIEs. As of the date of this annual report, the contracts with the VIEs have not been tested in a court
of law. For more details of these contractual arrangements, see ‘Item 4. Information on the Company—C. Organizational Structure—Contractual
Arrangements with the VIEs and Their Shareholders.’”

Permissions Required from the PRC Authorities
for our Operations, page 8

 5. We note the disclosure that you are not required to obtain permissions or approvals from the CSRS,
CAC or any other PRC governmental authorities in connection with the issuance of securities to foreign investors. Please disclose how
you reached such a determination (e.g. internal legal analysis, opinion of external counsel or other advisor, etc.) To the extent
you are relying upon the opinion of counsel, please name and file their consent.

KE Holdings Inc.

June 21, 2022

Page 5

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as shown below and file the consent of its PRC legal counsel in
its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject
matter being disclosed:

“Furthermore, in connection with
our issuance of securities to foreign investors, as of the date of this annual report, we, our PRC subsidiaries and the VIEs are
not required to obtain any approval or permission from the CSRC, CAC or any other PRC governmental authorities, nor have we, our PRC subsidiaries
and the VIEs neither we, our PRC subsidiaries, nor the VIEs have received any formal inquiry, notice, warning or sanction
from the CSRC, the CAC or any PRC governmental authorities in connection with requirements of obtaining such prior
approval or permission, under any for our historical issuance to foreign investors. Our PRC legal counsel, Han Kun
Law Offices, has advised us that, based on their understanding of the currently effective PRC laws, and regulations
and regulatory rules. However as of the date of this annual report, we are not required to obtain any prior approval
or permission for our historical offshore offerings to foreign investors. However, our PRC legal counsel has further advised us that there
remains some uncertainty as to how relevant rules published by the CSRC and the CAC will be interpreted or implemented, and its opinions
summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form.
We cannot assure you that relevant PRC governmental authorities, including the CSRC and the CAC, would reach the same conclusion as our
PRC legal counsel, and hence, we may face regulatory actions or other sanctions from them. Besides, the PRC government has recently
indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers
like us, and published a series of proposed rules for public comments in this regard, the enaction timetable, final content, interpretation
and implementation of which remains uncertain. Therefore, there are substantial uncertainties as to how PRC governmental authorities will
regulate overseas listing in general and whether we are required to complete filing or obtain any specific regulatory approvals from the
CSRC, CAC or any other PRC governmental authorities for our future offshore offerings. If we had inadvertently concluded that such approvals
were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval in the
future, we may be unable to obtain such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if
obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses,
significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities
to significantly decline or be worthless. See ‘Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business
in China—The filing, approval or other administration requirements of the CSRC, the CAC or other PRC governmental authorities may
be required in connection with our offshore offerings under PRC law’ and ‘Item 3. Key Information—D. Risk Factors—Risks
Related to Doing Business in China—The PRC government’s oversight and discretion over our business operations could result
in a material adverse change in our operations and the value of our ADSs’ for more details.”

KE Holdings Inc.

June 21, 2022

Page 6

The Holding Foreign Companies Accountable Act,
page 8

 6. 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. Please also disclose
whether as a result of the auditor not being able to be inspected by the PCAOB, the company is expected to be, or is, a Commission Identified
Issuer and how that will affect your company. Similarly revise the risk factor on page 63.

In response to the Staff’s comment,
the Company respectfully proposes to include the following underlined disclosure in the referenced section in its future Form 20-F
filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“The Holding Foreign Companies
Accountable Act

The Holding Foreign Companies Accountable
Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines that we have filed audit reports
issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning
in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading
market in the United States. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections
without the approval of the Chinese authorities, our auditor is no

United States securities and exchange commission logo
May 27, 2022
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed April 19, 2022
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have reviewed your May 19, 2022 response to our comment letter and the Form 20-F
filed April 19, 2022 and have the following comments.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021
Item 3. Key Information, page 4
1.Please revise the first paragraph of this section to disclose that this VIE structure involves
unique risks to investors.  Please also disclose that investors may never hold equity
interests in the Chinese operating company.
2.We note the disclosure on page 4 regarding the percentage of cash, cash equivalents and
restricted cash, total assets, and revenues relating to the business operations of the VIE.
Please provide balanced disclosure to clarify the potential impact upon your overall
business, including the availability of the technology you use in your operations.

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 May 27, 2022 Page 2
 FirstName LastNameTao Xu
KE Holdings Inc.
May 27, 2022
Page 2
3.Please revise the last paragraph on page 6 to clearly disclose whether these risks could
result in a material change in your operations.
4.We continue to note disclosures referencing control over the VIE such as on page 4, we
“rely on contractual arrangements among our PRC subsidiaries, the VIEs and their
shareholders to control the business operations of the VIEs,” and “KE Holdings Inc.
controls, and receives economic benefits from, the VIEs through the VIE contractual
arrangements.”  However, neither the investors in the holding company nor the holding
company itself have an equity ownership in, direct foreign investment in, or control of,
through such ownership or investment, the VIE.  Any references to control or benefits that
accrue to you because of the VIE should be limited to a clear description of the conditions
you have satisfied for consolidation of the VIE under U.S. GAAP.  Please revise.
Permissions Required from the PRC Authorities for our Operations, page 8
5.We note the disclosure that you are not required to obtain permissions or approvals from
the CSRS, CAC or any other PRC governmental authorities in connection with the
issuance of securities to foreign investors. Please disclose how you reached such a
determination (e.g. internal legal analysis, opinion of external counsel or other advisor,
etc.)  To the extent you are relying upon the opinion of counsel, please name and file their
consent.
The Holding Foreign Companies Accountable Act, page 8
6.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.  Please also disclose
whether as a result of the auditor not being able to be inspected by the PCAOB, the
company is expected to be, or is, a Commission Identified Issuer and how that will affect
your company.  Similarly revise the risk factor on page 63.
Summary of Risk Factors, page 22
7.In your summary of risk factors, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the annual report. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of your securities. Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 May 27, 2022 Page 3
 FirstName LastName
Tao Xu
KE Holdings Inc.
May 27, 2022
Page 3
securities to significantly decline or be worthless.
Risk Factors, page 24
8.We note the disclosure on page 55 regarding the opinion of your PRC legal counsel that
you do not need approval of CSRC under the M&A Rules.  Please name counsel and
provide their consent.
9.Given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, please revise the second risk factor on page 55 to acknowledge the
risk that any such action 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.
Enforceability of Civil Liabilities, page 149
10.Please identify each officer and/or director located in China or Hong Kong and disclose
that it will be more difficult to enforce liabilities and enforce judgments on those
individuals.  For example, revise to discuss more specifically the cost and time
constraints.  Also, please similarly revise the risk factor on page 61.
            You may contact Babette Cooper, Staff Accountant at (202) 551 - 3396 or Wilson Lee at
(202) 551 - 3468 if you have questions regarding comments on the financial statements and
related matters.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s
Republic of China

May 19, 2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

  Form 20-F for the Fiscal Year Ended December 31, 2021

  Filed April 19, 2022

  Form 20-F for the Fiscal Year Ended December 31, 2020

  Filed April 6, 2021

  File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

This letter sets forth the
Company’s responses to the comments contained in the letter dated May 11, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the
fiscal year ended December 31, 2021 filed with the Commission on April 19, 2022 (the “2021 Form 20-F”)
and Form 20-F for the fiscal year ended December 31, 2020 filed with the Commission on April 6, 2021. The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

Item 3. Key Information, page 4

1. We have considered your response to comment 7 and reissue parts of our previous comment. Please tell
us and revise future filings to explain how the amounts within your table are reflected or can be cross-referenced to the condensed consolidating
schedule and the consolidated financial statements.

    KE Holdings Inc.

May 19, 2022

Page 2

In response to the Staff’s comment,
the Company respectfully proposes to revise and include the following disclosure in its future Form 20-F filings, subject to updates
and adjustments to be made in connection with any material development of the subject matter being disclosed:

“The following table sets forth
the amount of the transfers for the periods presented.

    Years Ended December 31,

    2019
    2020
    2021

    (RMB in thousands)

    Loans
    from parent to Cayman, BVI, and Hong Kong subsidiaries (1)
      15,719,863
      38,818,154
      4,581,814

    Capital
    contributions from Hong Kong subsidiaries to PRC subsidiaries (2)
      3,226,094
      538,439
      300,000

    Loans
    from Hong Kong subsidiaries to PRC subsidiaries (2)
      9,798,625
      5,619,185
      9,332,778

    Net
    amounts paid / (received) by subsidiaries to / (from) VIEs* (3)
      10,936,826
      (1,664,566 )
      240,243

    Transfer
    of intangible asset (advertising resources) from Parent to subsidiaries (4)
      —
      2,036,154
      —

Notes:

 (1) Represents the “Investments in and loans to subsidiaries and VIEs” of the Parent as in the condensed consolidating
schedule of cash flow data.

 (2) The items “Capital contributions from Hong Kong subsidiaries to PRC subsidiaries” and “Loans from Hong Kong subsidiaries
to PRC subsidiaries” include the following:

 · Cash flows from Hong Kong subsidiaries (included in the “Other Subsidiaries”
column) to Primary Beneficiary of VIEs which are included in “Proceeds and loans from Parent and other Group companies” of
Primary Beneficiary of VIEs in the consolidating schedules; and

 · Cash flows from Hong Kong subsidiaries to other PRC subsidiaries, which
represent cash flows between entities all within the “Other Subsidiaries” column and are thus eliminated in the presentation
of the consolidating schedules.

    KE Holdings Inc.

May 19, 2022

Page 3

 (3) Represents the “Operating cash flow from the Group companies” of the VIEs plus “Proceeds and loans from Parent
and other Group companies” of the VIEs in the condensed consolidating schedule of cash flow data. * The cash
flows between the subsidiaries and the VIEs included the following:

 · Cash paid by the subsidiaries to the VIEs for financial platform and other
financial related services provided by the VIEs;

 · Cash paid by the subsidiaries to the VIEs for referral and other services;

 · Cash paid by the VIEs to the subsidiaries for referral and professional services;
and

 · Intercompany advances from subsidiaries to the VIEs, and repayment of such
intercompany advances by the VIEs.

 (4) The “Transfer of intangible asset (advertising resources) from Parent to subsidiaries” is a non-cash transaction and
the related disposal gain was recorded in the “Income from the Group companies” line of the Parent for the year ended December 31,
2020, and the unrealized profits originated from this transaction is eliminated and explained in Note 3 to the condensed consolidating
schedule.”

*	          *	          *

  Very truly yours,

  /s/ Tao Xu

  Tao Xu

  Chief Financial Officer

cc: Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

  Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

  Walter Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP

United States securities and exchange commission logo
May 11, 2022
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2021
Filed April 19, 2022
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have reviewed your April 8, 2022 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
April 1, 2022 letter.
Form 20-F for the fiscal year ended December 31, 2020
Item 3. Key Information, page 4
1.We have considered your response to comment 7 and reissue parts of our previous
comment.    Please tell us and revise future filings to explain how the amounts within your
table are reflected or can be cross-referenced to the condensed consolidating schedule and
the consolidated financial statements.
            You may contact Babette Cooper, Staff Accountant, at (202) 551-3396  or Wilson Lee at

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 May 11, 2022 Page 2
 FirstName LastName
Tao Xu
KE Holdings Inc.
May 11, 2022
Page 2
(202) 551-3468 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

April 8, 2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

Form 20-F for the Fiscal Year
Ended December 31, 2020

Filed April 6, 2021

  File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

This letter sets forth the
Company’s responses to the comments contained in the letter dated April 1, 2022 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2020 filed with the Commission on April 6, 2021 (the “2020 Form 20-F”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2020 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

Explanatory Note, page 1

 1. Please disclose in the explanatory note, if true, that these contracts with the variable interest entities
have not been tested in court.

In response to the Staff’s comment,
the Company respectfully proposes to revise and include the following disclosure in its future Form 20-F filings:

“As of the date of this annual
report, the contracts with the VIEs have not been tested in a court of law.”

KE Holdings Inc.

April 8, 2022

Page 2

The Company further respectfully advises
the Staff that, although the contracts that the Company (through its subsidiaries) enters with the VIEs have not been tested in a court
of law, the Company’s PRC legal counsel is unable to conclude that there has not been any case in which certain contracts with respect
to the variable interest entities have been tested in a court of law in China, as not all legal proceedings in China are publicly disclosed.

 2. We note your response to our prior comment 9. Please revise the last sentence of the proposed disclosure
to make clear whether these risks could cause the value of your 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 expand disclosure at the outset of Part I to state
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.

In response to the Staff’s comment,
the Company respectfully proposes to further revise and include the following disclosure at the outset of part I in its future 20-F filings,
subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“We face various
risks and uncertainties related to doing business in China. Our business operations are primarily conducted in China, and we are subject
to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings
and listings, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy. PRC government’s authority in regulating
our operations and its oversight and control over offerings and listings conducted overseas by, and foreign investment in, China-based
issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation
of industry-wide regulations in this nature may cause the value of such securities to significantly decline or be worthless. For more
details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”

For example, the
recently promulgated PRC Data Security Law and the PRC Personal Information Protection Law in 2021 posed additional challenges to our
cybersecurity and data privacy compliance. The Cybersecurity Review Measures issued by the Cyberspace Administration of China, or the
CAC and several other PRC governmental authorities in December 2021, as well as the Administration Regulations on Cyber Data Security
(Draft for Comments) published by the CAC for public comments in November 2021, exposes uncertainties and potential additional restrictions
on China-based overseas-listed companies like us. If the detailed rules, implementations, or the enacted version of the draft measures
mandate clearance of cybersecurity review and other specific actions to be completed by us, we face uncertainties as to whether such clearance
can be timely obtained, the failure of which may subject us to penalties, which could materially and adversely affect our business and
results of operations and the price of our ADSs. See “Item 3. Key Information—Risk Factors—Risks Related to Our Business
and Industry—Our business generates and processes a large amount of data and is subject to various evolving PRC laws and regulations
regarding cybersecurity and data privacy. Failure of cybersecurity and data privacy concerns could subject us to significant reputational,
financial, legal and operational consequences, and deter current and potential customers from using our services” for additional
details.

KE Holdings Inc.

April 8, 2022

Page 3

In addition, on
December 24, 2021, the China Securities Regulatory Commission, or the CSRC, published the draft Regulations of the State Council
on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Administrative Provisions,
and the draft Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments)
for public comments. Pursuant to these drafts, PRC domestic companies that directly or indirectly seek to offer or list their securities
on an overseas stock exchange, including a PRC company limited by shares and an offshore company whose main business operations are in
China and intends to offer securities or be listed on an overseas stock exchange based on its onshore equities, assets, incomes or similar
interests, are required to file with the CSRC within three business days after submitting their application documents to the regulator
in the place of intended listing or offering. Particularly, as for the PRC domestic companies that have directly or indirectly listed
securities in overseas markets intend to conduct follow-on offerings in overseas markets, such companies are required to submit the filing
with respect to the follow-on offering within three business days after completion of the follow-on offering. Failure to complete the
filing under the Administrative Provisions may subject the domestic company to a warning or a fine of RMB1 million to RMB10 million. In
serious circumstances, the domestic company may be ordered to suspend its business or suspend its business pending rectification, or its
permits or businesses licenses may be revoked. At the press conference held for these draft regulations on December 24, 2021, officials
from the CSRC confirmed that if complying with applicable PRC laws and regulations, companies with VIE structure may conduct overseas
offering and listing. As of the date of this annual report, there is no schedule for the adoptions of such drafts, and it remains unclear
whether the versions adopted will have any further material changes. There remain substantial uncertainties about how these drafts will
be enacted, interpreted or implemented and how they will affect our operations and future overseas offerings. See “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s oversight and discretion over our business
operations could result in a material adverse change in our operations and the value of our ADSs.”

Furthermore, the
PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement
under these laws and regulations. There remains uncertainties as to how the laws, regulations and guidelines recently promulgated will
be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results
of operations and prospects. We cannot assure you that our business operations comply with such regulations and authorities’ requirements
in all respects. If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other
penalties. See “Item 3. Key Information—Risk Factors—Risks Related to Our Business and Industry—Any failure or
perceived failure by us to comply with the anti-monopoly and competition laws and regulations in the PRC may result in governmental investigations,
enforcement actions, litigation or claims against us and could have an adverse effect on business, reputation, results of operations and
financial condition.”

KE Holdings Inc.

April 8, 2022

Page 4

Risks and uncertainties
arising from the legal system in China, including risks and uncertainties regarding that the rules and regulations in China can change
quickly with little advance notice and that the Chinese government may intervene or influence our operations at any time, could result
in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could materially
and adversely affect us.”

These risks could
result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability
to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless. For a detailed
description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Related
to Doing Business in China.”

. . .

“The Holding Foreign Companies
Accountable Act

The Holding Foreign
Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines that we have
filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive
years beginning in 2021, the SEC shall prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter
trading market in the United States. Since our auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct
inspections without the approval of the Chinese authorities, our auditor is not currently inspected by the PCAOB. The related risks and
uncertainties could cause the value of our ADSs to significantly decline or be worthless. For more details, see “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—The PCAOB is currently unable to inspect our auditor in relation to
their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives
our investors with the benefits of such inspections” and “Item 3. Key Information—D. Risk Factors—Risks Related
to Doing Business in China—Our ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is
unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting
of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.””

KE Holdings Inc.

April 8, 2022

Page 5

 3. We note your response to our prior comment 10. Please also refrain from using terms such as “our
VIE contractual arrangements” when describing activities or functions of the VIE. In that regard, please ensure consistent references
to the VIE throughout your filing.

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced term as “the VIE contractual arrangements” and undertakes to refrain
from using terms that indicate equity ownership to the VIEs such as “our VIE(s).”

Item 3. Key Information, page 4

 4. We note the revisions made in response to comment 1 and we reissue. We note your disclosure that the
Cayman Islands holding company controls and receives the economic benefits of the VIE’s business operations through contractual
agreements between the VIE and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are designed to provide your WFOE
with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of
the VIE. We also note your disclosure that the Cayman Islands holding company is the primary beneficiary of the VIE. However, neither
the investors in the holding company nor the holding company itself have an equity ownership in, direct foreign investment in, or control
of, through such ownership or investment, the VIE. Accordingly, please refrain from implying that the contractual agreements are equivalent
to equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the VIE should be
limited to a clear description of the conditions you have satisfied for consolidation of the VIE under U.S. GAAP. Additionally, your disclosure
should clarify that you are the primary beneficiary of the VIE for accounting purposes. Please also disclose, if true, that the VIE agreements
have not been tested in a court of law.

In response to the Staff’s comment,
the Company respectfully proposes to revise the disclosure referenced as follows, in which the use of terms such as “equivalent
to equity ownership” is refrained, it is clarified the Company is the primary beneficiary of the VIEs for accounting purposes, and
the VIE agreements have not been tested in a court of law:

“Our Holding Company Structure
and the VIE Contractual Arrangements

KE Holdings Inc.
is not an operating company in China but a Cayman Islands holding company with no material operations of its own and no equity ownership
in the VIEs. We conduct our operations primarily through (i) our PRC subsidiaries and (ii) the VIEs, with which we maintain
contractual agreements. Our value-added telecommunication services and certain financial services in the PRC have been conducted through
the applicable VIEs in order to comply with the PRC laws and regulations, which restrict and impose conditions on foreign direct investment
in companies involved in the provision of value-added telecommunication services and certain financial service. Accordingly, we operate
these businesses in China through the applicable VIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs and their
shareholders to control the business operations of the VIEs. The VIEs collectively held 29.5% of our cash, cash equivalents and restricted
cash and 12.9% of our total assets as of December 31, 2021. Revenues contributed by the VIEs, excluding inter-group transactions,
accounted for 11.6%, 1.4% and 1.2% of our total net revenues for the fiscal years 2019, 2020 and 2021, respectively. As used in this annual
report, “Beike,” “we,” “us,” “our company” or “our” refers to KE Holdings
Inc., its subsidiaries, and, in the context of describing the consolidated financial information, the VIEs and their subsidiaries in China.
Investors in our ADSs thus are not purcha

United States securities and exchange commission logo
April 1, 2022
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have reviewed your February 17, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 17, 2021 letter.
Form 20-F for the Fiscal Year Ended December 31, 2020
Explanatory Note, page 1
1.Please disclose in the explanatory note, if true, that these contracts with the variable
interest entities have not been tested in court
2.We note your response to our prior comment 9. Please revise the last sentence of the
proposed disclosure to make clear whether these risks could cause the value of your
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

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 April 1, 2022 Page 2
 FirstName LastNameTao Xu
KE Holdings Inc.
April 1, 2022
Page 2
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange.  Please expand disclosure at the outset of Part I to
state 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.
3.We note your response to our prior comment 10. Please also refrain from using terms such
as “our VIE contractual arrangements” when describing activities or functions of the VIE.
In that regard, please ensure consistent references to the VIE throughout your filing.
Item 3. Key Information, page 4
4.We note the revisions made in response to comment 1 and we reissue.  We note your
disclosure that the Cayman Islands holding company controls and receives the economic
benefits of the VIE’s business operations through contractual agreements between the VIE
and your Wholly Foreign-Owned Enterprise (WFOE) and that those agreements are
designed to provide your WFOE with the power, rights, and obligations equivalent in all
material respects to those it would possess as the principal equity holder of the VIE. We
also note your disclosure that the Cayman Islands holding company is the primary
beneficiary of the VIE. However, neither the investors in the holding company nor the
holding company itself have an equity ownership in, direct foreign investment in, or
control of, through such ownership or investment, the VIE. Accordingly, please refrain
from implying that the contractual agreements are equivalent to equity ownership in the
business of the VIE. Any references to control or benefits that accrue to you because of
the VIE should be limited to a clear description of the conditions you have satisfied for
consolidation of the VIE under U.S. GAAP. Additionally, your disclosure should clarify
that you are the primary beneficiary of the VIE for accounting purposes. Please also
disclose, if true, that the VIE agreements have not been tested in a court of law.
5.Please provide early in this section a diagram of the company’s corporate structure,
identifying the person or entity that owns the equity in each depicted entity. Describe all
contracts and arrangements through which you claim to have economic rights and exercise
control that results in consolidation of the VIE’s operations and financial results into your
financial statements.  Describe the relevant contractual agreements between the entities
and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the
terms of the arrangements. Disclose the uncertainties regarding the status of the rights of
the Cayman Islands holding company with respect to its contractual arrangements with the
VIE, its founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
6.We reissue comment 3.  Disclose in this section each permission or approval that you,
your subsidiaries, or the VIEs are required to obtain from Chinese authorities to offer the
securities to foreign investors.  State whether you, your subsidiaries, or VIEs are covered

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 April 1, 2022 Page 3
 FirstName LastNameTao Xu
KE Holdings Inc.
April 1, 2022
Page 3
by permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied.  Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs do not receive or maintain such permissions or approvals.
7.We note your response to our prior comment 4. Please ensure that amounts included in
this disclosure can be cross-referenced to the condensed consolidating schedule and the
consolidated financial statements. Further, please include this information with the
disclosures to be provided at both the outset of Item 3 and also the outset of Part I.
8.We have further considered your response to our prior comment 5 issued in our letter
dated September 20, 2021 and reflected in your correspondence dated October 25, 2021
where you proposed to provide financial information related to the VIEs in tabular format.
Please revise such information further to present the WFOEs that are the primary
beneficiaries of the VIEs in a separate column, and describe the intercompany activities
under the VIE agreements in order to provide investors with an understanding for how the
VIE transacts with the WFOE and how the WFOE transacts with the parent.
D. Risk Factors, page 8
9.We note your disclosure about the Holding Foreign Companies Accountable Act.  Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of "non-inspection years" from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
10.Disclose the risks that being based in or having the majority of the company’s operations
in China poses to investors. For example, specifically discuss the risk that the rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale.
General
11.We note that many of your officers and directors are located outside of the United States.
Please include a separate section on enforcement of liabilities addressing the ability of
shareholders to enforce their legal rights under United States securities laws. Please also
revise the risk factor on page 42 to expand upon this risk.

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 April 1, 2022 Page 4
 FirstName LastName
Tao Xu
KE Holdings Inc.
April 1, 2022
Page 4
            You may contact Babette Cooper, Staff Accountant, at 202-551-3396 or Wilson Lee,
Staff Accountant, at 202-551-3468 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

February 17, 2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended
December 31, 2020

    Filed April 6, 2021

    File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

This letter sets forth the
Company’s responses to the comments contained in the letter dated December 17, 2021 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2020 filed with the Commission on April 6, 2021 (the “2020 Form 20-F”). The Staff’s comments
are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this
letter shall have the meaning ascribed to such terms in the 2020 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

Item 3. Key Information, page 4

 1. We have considered your response to comment 1. Similar to your proposed disclosures to be included
in Item 3, clearly disclose at the outset of Part I, that you control and receive economic benefits of KE Holding's business operations
through VIE agreements and that those agreements are designed to provide your WFOE with the power, rights, and obligations equivalent
in all material respects to those it would possess as the principal equity holder of the VIE and that you are the primary beneficiary
of the VIE. Your disclosures should also highlight that you or your investors do not have an equity ownership in, direct foreign investment
in, or control through such ownership/investment of
the VIE. As such, when describing the design of the VIE agreements and related outcome, refrain from implying that the VIE agreement is
equivalent to an equity ownership in the business of the VIE. Any references to control or benefits that accrue to you because of the
VIE should be limited to and clearly describe the conditions you met for consolidation of the VIE under U.S. GAAP and your disclosure
should clarify that, for accounting purposes, you will be the primary beneficiary. In addition, your disclosure should note, if true,
that the agreements have not been tested in a court of law.

KE Holdings Inc.

February
17, 2022

Page
2

In response to the Staff’s comment,
the Company respectfully proposes to include the following disclosure at the outset of Part I in its future Form 20-F filings, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“Our Holding Company Structure
and VIE Contractual Arrangements

KE Holdings Inc.
is a holding company with no material operations of its own and no equity ownership in the VIEs. We conduct our operations primarily through
our PRC subsidiaries and the VIEs. Our value-added telecommunication services and certain financial services in the PRC have been conducted
through the applicable VIEs in order to comply with the PRC laws and regulations, which restrict and impose conditions on foreign direct
investment in companies involved in the provision of value-added telecommunication services and certain financial service. Accordingly,
we operate these businesses in China through the applicable VIEs, and rely on contractual arrangements among our PRC subsidiaries, the
VIEs and their shareholders to control the business operations of the VIEs. Revenues contributed by the VIEs, excluding inter-group transactions,
accounted for 11.6%, 1.4% and % of our total net revenues for the fiscal years 2019, 2020 and 2021, respectively. Investors in our ADSs
are not purchasing equity interest in the VIEs in China but instead are purchasing equity interest in a holding company incorporated in
the Cayman Islands.

A series of contractual
agreements, including power of attorney, exclusive business cooperation agreements, equity pledge agreements, exclusive option agreements
and spouse consent letters, have been entered into by and among our WFOEs, the VIEs and their respective shareholders. Terms contained
in each set of contractual arrangements with the VIEs and their respective shareholders are substantially similar. As a result, KE Holdings
Inc. controls, and receives economic benefits from, the VIEs through the VIE contractual arrangements, and these arrangements are designed
to provide our respective WFOEs with the power, rights and obligations equivalent in all material respects to those they would process
as the principal equity holder of the respective VIEs. KE Holdings Inc. is also considered the primary beneficiary of the VIEs for accounting
purposes, and we have consolidated the financial results of the VIEs and their subsidiaries in our consolidated financial statements in
accordance with U.S. GAAP. However, neither KE Holdings Inc. nor its investors has an equity ownership in, direct foreign investment in,
or control through such ownership or investment of, the VIEs, and the VIE contractual arrangements are not equivalent to an equity ownership
in the business of the VIEs. As of the date of this annual report, our VIE contractual arrangements have not been tested in a court of
law.”

KE Holdings Inc.

February
17, 2022

Page
3

 2. We have considered your response to comment 2. Please revise further to include indication that rules
and regulations in China can change quickly with little advance notice and highlight the risk that the Chinese government may intervene
or influence your operations at any time.

In response to the Staff’s comment,
the Company respectfully proposes to revise further the proposed disclosure in the response to prior comment 2 as follows:

“Risks and
uncertainties arising from the legal system in China, including risks and uncertainties regarding that the rules and regulations in China
can change quickly with little advance notice and that the Chinese government may intervene or influence our operations at any time, could
result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could materially
and adversely affect us.””

 3. We have considered your response to comment 3. Please further expand your disclosures to affirmatively
address whether you are required to and have obtained the necessary permissions from the CSRC, CAC or any other entity that is required
to approve of the VIE’s operations and address the consequences to you and your investors if you inadvertently conclude that approvals
are not required, or applicable laws, regulations, or interpretations change and you are required to obtain approval in the future.

In response to the Staff’s comment,
the Company respectfully proposes to further include the following disclosure in addition to the response to prior comment 3, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“As of the
date of this annual report, except for the licenses and approvals mentioned in this annual report, we, our PRC subsidiaries and the VIEs
are not required to obtain any additional approval or permission from the CSRC, CAC or any other entity that is material to the VIEs’
operations or required for us to offer securities to foreign investors under any currently effective PRC laws, regulations and regulatory
rules.

However, the
PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign
investment in China-based issuers like us, and published a series of proposed rules for public comments in this regard, the enaction
timetable, final content, interpretation and implementation of which remains uncertain. Therefore, there are substantial
uncertainties as to how PRC governmental authorities will regulate overseas listing in general and whether we are required to
complete filing or obtain any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for our
future offshore offerings. If we had inadvertently concluded that such approvals were not required, or if applicable laws,
regulations or interpretations change in a way that requires us to obtain such approval in the future, we may be unable to obtain
such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance
could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or
completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in
China—The PRC government’s oversight and discretion over our business operations could result in a material adverse
change in our operations and the value of our ADSs.””

KE Holdings Inc.

February
17, 2022

Page
4

 4. We have considered your response to comment 4. Please include similar disclosure at the outset of Part
I. In that regard, provide a description of how cash is transferred through your organization and disclosure regarding your intentions
to distribute earnings or settle amounts owed under the VIE agreements. State whether any transfers, dividends, or distributions have
been made to date.

In response to the Staff’s comment,
the Company respectfully proposes to include the following disclosure at the outset of Part I in its future Form 20-F filings, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“KE Holdings
Inc., our Cayman Islands holding company, or the Parent, transfers cash to our wholly-owned Hong Kong subsidiaries (through intermediate
holding companies in the British Virgin Islands), by making capital contributions or providing loans, and our Hong Kong subsidiaries transfer
cash to our PRC subsidiaries by making capital contributions or providing loans to them.

Because the Parent
and its subsidiaries control the VIEs through contractual arrangements, they are not able to make direct capital contribution to the VIEs
and its subsidiaries. However, they may transfer cash to the VIEs by loans or by making payment to the VIEs for inter-group transactions.

As of December 31,
2021, the Parent had made cumulative capital contribution of RMB million and provided cumulative loans of RMB million to our PRC subsidiaries
through intermediate holding companies.

The VIEs may
transfer cash to the relevant WFOEs by paying service fees according to the exclusive business cooperation agreements. Pursuant to
these agreements between each of the VIEs and its corresponding WFOEs, each of the VIEs agrees to pay the relevant WFOE for services
related to comprehensive technical support, professional training, consulting services and marketing and promotional services at an
amount based on 100% of the balance of the gross consolidated profits of such VIE after offsetting the accumulated losses for the
preceding financial years and deducting the working capital, expenses, taxes and other statutory contributions required for any
financial year, or the amount determined by the WFOE in accordance with the terms of the agreements. Considering the future
operating and cashflow needs of the VIEs, for the years ended December 31, 2019, 2020 and 2021, no service fees were charged to the
VIEs by the WFOEs, and no payments were made by the VIEs under these agreements. If there is any amount payable to relevant WFOEs
under the VIE agreements, the VIEs will settle the amount accordingly.

KE Holdings Inc.

February
17, 2022

Page
5

For the years ended
December 31, 2019, 2020 and 2021, no dividends or distributions were made to the Parent by our subsidiaries. For the years ended December
31, 2019, 2020 and 2021, no dividends or distributions were made to U.S. investors.”

The Company further respectfully advises
the Staff that it will provide the updated information by the time it files its annual report on Form 20-F for the fiscal year ended December
31, 2021 and onwards.

 5. We have considered your response to comment 5. We note that activity of the VIE is reflected in the
line items titled “Investment in subsidiaries and VIEs” and “Share of income (loss) of subsidiaries and VIEs”
in the parent’s financial statements. Please further expand your disclosures to provide a roll-forward of such line items.

In response to the Staff’s comment,
the Company respectfully proposes to further revise the following disclosure and include it early in Item 3 in its future Form 20-F filings,
subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“Set forth below is the table showing
the movement of investment in subsidiaries and VIEs in the parent’s financial statements as of and for the years ended December
31, 2019, 2020 and 2021.

    Investment in subsidiaries and VIEs
    RMB in

 thousand

    January 1, 2019
      9,587,416

    Share of loss of subsidiaries and VIEs
      (1,588,194 )

    Share-based compensation costs incurred on behalf of subsidiaries and VIEs
      2,892,352

    Capital repatriation in connection with the Reorganization
      (9,892,606 )

    Capital injection to subsidiaries
      15,651,227

    Payments made by subsidiaries on behalf of the Company
      (76,836 )

    Share of other changes in the capital accounts of subsidiaries and VIEs
      36,509

    Foreign currency translation
      21,009

    December 31, 2019
      16,630,877

    Share of income of subsidiaries and VIEs
      2,062,889

    Share-based compensation costs incurred on behalf of subsidiaries and VIEs
      2,252,589

    Capital repatriation in connection with the Reorganization
      (2,351,587 )

    Capital injection to subsidiaries
      38,867,338

    Ordinary shares issued to fund a subsidiary’s acquisition
      605,395

    Share of other changes in the capital accounts of subsidiaries and VIEs
      (51,228 )

    Foreign currency translation
      (980,672 )

    December 31, 2020
      57,035,601

    Share of income (loss) of subsidiaries and VIEs

    Share-based compensation costs incurred on behalf of subsidiaries and VIEs

    Capital injection to subsidiaries

    Foreign currency translation

    December 31, 2021

”

The Company further respectfully advises
the Staff that it will provide the updated information by the time it files its annual report on Form 20-F for the fiscal year ended December
31, 2021 and onwards.

KE Holdings Inc.

February
17, 2022

Page
6

 6. We have considered your response to comment 6. Where you describe delisting of securities as a consequence
of the inability of the PCAOB to inspect or fully investigate an auditor, please also state that trading in securities would be prohibited.
Also disclose that in June 2021, the Senate passed the bill known as the Accelerating Holding Foreign Companies Accountable Act, which
would reduce this time period from three years to two years. Please also revise to include a discussion of the amendments adopted by the
SEC to finalize rules related to the Holding Foreign Companies Accountable Act.

In response to the Staff’s comment,
the Company respectfully proposes to further revise and include the following disclosure, with revised or added disclosure in bold,
early in Item 3 in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any ma

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

January 28,
2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    KE Holdings Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2020

    Filed April 6, 2021

    File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

The Company has received the
letter dated December 17, 2021 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the
 “Staff”) regarding the Company’s Form 20-F for the fiscal year ended December 31, 2020 (the “2020 Form
20-F”), and has previously submitted a letter dated January 7, 2022 to the Staff to request an extension to the deadline for
responding to the Comment Letter to January 28, 2022.

The Company respectfully requests
a further extension of the deadline for responding to the Comment Letter due to the additional time required to gather sufficient information
and prepare thorough responses. The Company has been very busy recently on a number of fronts and will soon enter into the Lunar New Year
public holiday period in China that runs from January 31, 2022 through February 6, 2022. The Company will provide its response to the
Comment Letter via EDGAR as soon as possible prior to February 25, 2022.

If you have any additional
questions or comments regarding the 2020 Form 20-F, please contact the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps,
Slate, Meagher & Flom, at (+852) 3740-4863 or julie.gao@skadden.com. Thank you very much.

    Very truly yours,

    /s/ Tao Xu

    Tao Xu

    Chief Financial Officer

    cc:
    Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

    Z. Julie Gao, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Yuting Wu, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Amanda Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

January 7,
2022

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE
                                            Holdings Inc. (the “Company”)

    Form 20-F for the
                              Fiscal Year Ended December 31, 2020

    Filed April 6, 2021

    File
                                            No. 001-39436

Dear Ms. Cooper and Mr. Lee:

The Company has received the
letter dated December 17, 2021 from the staff of the Securities and Exchange Commission (the “Staff”) regarding
the Company’s Form 20-F for the fiscal year ended December 31, 2020 (the “2020 Form 20-F”) and
the Company’s responses dated October 25, 2021. The Company respectfully submits to the Staff to request an extension to the
deadline for responding to the letter due to the additional time required to gather sufficient information and prepare thorough responses
to address certain comments in the letter. The Company will provide its response to the letter via EDGAR as soon as possible prior to
January 28, 2022.

If you have any additional
questions or comments regarding the 2020 Form 20-F, please contact the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps,
Slate, Meagher & Flom, at (+852) 3740-4863 or julie.gao@skadden.com. Thank you very much.

    Very truly yours,

    /s/
    Tao Xu

    Tao Xu

    Chief Financial Officer

 cc: Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

Z. Julie Gao, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Yuting Wu, Esq., Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

Amanda Zhang, Partner, PricewaterhouseCoopers Zhong
Tian LLP

United States securities and exchange commission logo
December 17, 2021
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have reviewed your October 25, 2021 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 20, 2021 letter.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
Item 3. Key Information, page 4
1.We have considered your response to comment 1.  Similar to your proposed disclosures to
be included in Item 3, clearly disclose at the outset of Part I, that you control and receive
economic benefits of KE Holding's business operations through VIE agreements and that
those agreements are designed to provide your WFOE with the power, rights, and
obligations equivalent in all material respects to those it would possess as the principal
equity holder of the VIE and that you are the primary beneficiary of the VIE. Your
disclosures should also highlight that you or your investors do not have an equity
ownership in, direct foreign investment in, or control through such ownership/investment

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 December 17, 2021 Page 2
 FirstName LastNameTao Xu
KE Holdings Inc.
December 17, 2021
Page 2
of the VIE.  As such, when describing the design of the VIE agreements and related
outcome, refrain from implying that the VIE agreement is equivalent to an equity
ownership in the business of the VIE.  Any references to control or benefits that accrue to
you because of the VIE should be limited to and clearly describe the conditions you met
for consolidation of the VIE under U.S. GAAP and your disclosure should clarify that, for
accounting purposes, you will be the primary beneficiary.  In addition, your disclosure
should note, if true, that the agreements have not been tested in a court of law.
2.We have considered your response to comment 2.   Please revise further to include
indication that rules and regulations in China can change quickly with little advance notice
and highlight the risk that the Chinese government may intervene or influence your
operations at any time.
3.We have considered your response to comment 3.   Please further expand your disclosures
to affirmatively address whether you are required to and have obtained the necessary
permissions from the CSRC, CAC or any other entity that is required to approve of the
VIE’s operations and address the consequences to you and your investors if you
inadvertently conclude that approvals are not required, or applicable laws, regulations, or
interpretations change and you are required to obtain approval in the future.
4.We have considered your response to comment 4.   Please include similar disclosure at the
outset of Part I.   In that regard, provide a description of how cash is transferred through
your organization and disclosure regarding your intentions to distribute earnings or settle
amounts owed under the VIE agreements.  State whether any transfers, dividends, or
distributions have been made to date.
5.We have considered your response to comment 5.   We note that activity of the VIE is
reflected in the line items titled "Investment in subsidiaries and VIEs" and "Share of
income (loss) of subsidiaries and VIEs" in the parent's financial statements.   Please
further expand your disclosures to provide a roll-forward of such line items.
6.We have considered your response to comment 6.  Where you describe delisting of
securities as a consequence of the inability of the PCAOB to inspect or fully investigate an
auditor, please also state that trading in securities would be prohibited. Also disclose that
in June 2021, the Senate passed the bill known as the Accelerating Holding Foreign
Companies Accountable Act, which would reduce this time period from three years to two
years.   Please also revise to include a discussion of the amendments adopted by the SEC
to finalize rules related to the Holding Foreign Companies Accountable Act.
7.Please disclose at the onset of Item 3 whether you are required to obtain any approvals to
offer securities to foreign investors, whether you have received such approvals and the
consequences to you and your investors if you do not receive or maintain the approvals,
inadvertently conclude that such approvals are not required, or applicable laws,
regulations, or interpretations change and you are required to obtain approval in the
future.

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 December 17, 2021 Page 3
 FirstName LastName
Tao Xu
KE Holdings Inc.
December 17, 2021
Page 3
Part I, page 4
8.We have considered your response to comment 7.   Please further revise to explicitly state
that your structure involves unique risks to investors.   In addition, we note your
disclosure indicating that the VIE structure is used to replicate foreign investment in
China-based companies.   We note, however, that the structure provides contractual
exposure to foreign investment in such companies rather than replicating an investment.
Please revise your disclosure accordingly.
9.We have considered your response to comment 8.   Please expand your disclosure at the
outset of Part I to address with additional detail how recent statements and regulatory
actions by China’s government, such as those related to data security or anti-monopoly
concerns, has or may impact the company’s ability to conduct its business, accept foreign
investments, or list on an U.S. or other foreign exchange.
10.We have considered your response to comment 9 and reissue the comment in part.  Please
refrain from using terms such as “we” or “our” when describing activities or functions of a
VIE. In that regard, refrain from using the term "our VIE" when referencing KE Holdings,
Inc. and revise your disclosures accordingly.
            You may contact Babette Cooper, Staff Accountant at 202-551-3396 or Wilson Lee, Staff
Accountant at 202-551-3468 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

October 25,
2021

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

    Form 20-F for the Fiscal Year
Ended December 31, 2020

    Filed April 6, 2021

    File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

This letter sets forth the
Company’s responses to the comments contained in the letter dated September 20, 2021 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2020 filed with the Commission on April 6, 2021 (the “2020 Form 20-F”). The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2020 Form 20-F.

FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

Item 3. Key Information, page 4

 1. Disclose clearly that the company uses a structure that involves a VIE based in China and what that
entails and provide early in Item 3, a diagram of the company’s corporate structure, including who the equity ownership interests
are of each entity. Describe all contracts and arrangements through which you purport to obtain economic rights and exercise control that
results in consolidation of the VIE’s operations and financial results into your financial statements. Identify clearly the entity
in which investors are purchasing their interest and the entities in which the company’s operations are conducted. Describe the
relevant contractual agreements between the entities and how this type of corporate structure may affect investors and the value of their
investment, including how and why the contractual arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its founders and owners, and the challenges the company
may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional limits.

KE Holdings Inc.

October 25, 2021

Page 2

In response to the Staff’s comment,
the Company respectfully proposes to include the following disclosure at the outset of Item 3 in its future Form 20-F filings, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“Our Holding Company Structure
and VIE Contractual Arrangements

KE Holdings Inc.
is a holding company with no material operations of its own. We conduct our operations primarily through our PRC subsidiaries and our
VIEs. Our value-added telecommunication services and certain financial services in the PRC have been conducted through our VIEs in order
to comply with the PRC laws and regulations, which prohibit or restrict control of companies involved in the provision of value-added
telecommunication services, certain financial services and other restricted businesses. Revenues contributed by our VIEs accounted for
11.6%, 1.7% and % of our total net revenues for the fiscal years 2019, 2020 and 2021, respectively. Investors in our ADSs are not purchasing
equity interest in our VIEs in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

A series of contractual
agreements, including power of attorney, exclusive business cooperation agreements, equity pledge agreements, exclusive option agreements
and spouse consent letters, have been entered into by and among our WFOEs, our VIEs and their respective shareholders. Terms contained
in each set of contractual arrangements with our VIEs and their respective shareholders are substantially similar. In particular, through:

(i) the power
of attorney agreements, pursuant to which each shareholder of our VIEs irrevocably undertakes to appoint the WFOE or its designee(s) as
his/its attorney-in-fact to exercise all of his/its rights as a shareholder of our VIEs, the equity pledge agreements, pursuant to which
shareholders of our VIEs pledged all of their respective equity interests in our VIEs to our WFOEs as security for performance of the
obligations of our VIEs and their shareholders under other contractual agreements, and spousal consent letters, pursuant to which each
of the spouses of the applicable individual shareholders of our VIEs acknowledges and confirms the execution of the other relevant contractual
agreements and unconditionally and irrevocably agrees that the equity interest in our VIEs held by and registered in the name of his or
her respective spouse will be disposed of pursuant to these agreements, we retain effective control over our VIEs;

KE Holdings Inc.

October 25, 2021

Page 3

(ii) the exclusive
business cooperation agreements, pursuant to which each of our WFOEs has the exclusive right to provide the respective VIE with services
related to, among other things, comprehensive technical support, professional training, consulting services and marketing and promotional
services and the VIE agrees to pay the respective WFOE services fees in the amount determined by the respective WFOE, we may receive substantially
all economic benefits from our VIEs; and

(iii) the exclusive
option agreements, pursuant to which the shareholders of each of our VIEs irrevocably grant the respective WFOE an exclusive option to
purchase, or have its designated person to purchase, at its discretion, to the extent permitted under PRC law, all or part of their equity
interests in our VIEs at a nominal consideration or the lowest price permitted by applicable PRC law, we have the option to purchase the
equity interest in our VIEs at low cost. For more details of these contractual arrangements, see “Item 4. Information on the Company—C.
Organizational Structure—Contractual Arrangements with Our VIEs and Their Shareholders.”

However, the contractual
arrangements may not be as effective as direct ownership in providing us with control over our VIE, and we may incur substantial costs
to enforce the terms of the arrangements. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
Structure—We rely on contractual arrangements with our VIEs and their shareholders to exercise control over a portion of our business,
which may not be as effective as direct ownership in providing operational control” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Corporate Structure—The shareholders of our VIEs may have potential conflicts of interest
with us, which may materially and adversely affect part of our business.”

There are also substantial
uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status
of the rights of our Cayman Islands holding company with respect to its contractual arrangements with our VIEs and their shareholders.
It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted,
what they would provide. If we or our VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to
obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take
action in dealing with such violations or failures. See “Item 3. Key Information—D. Risk Factors— Risks Related to Our
Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our operations
in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing
regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations,”
 “Item 3. Key Information—D. Risk Factors— Risks Related to Our Corporate Structure—Substantial uncertainties exist
with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact the viability of our current
corporate structure, corporate governance and operations,” “Item 3. Key Information—D. Risk Factors—Risks Related
to Doing Business in China—Uncertainties with respect to the PRC legal system could materially and adversely affect us.” and
 “Item 3. Key Information—D. Risk Factors——Risks Related to Doing Business in China—The PRC government’s
oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our
ADSs.””

KE Holdings Inc.

October 25, 2021

Page 4

The Company further undertakes to move
the diagram of the Company’s corporate structure, including who the equity ownership interests are of each entity, on page 85
to the outset of Item 3 in its future Form 20-F filings.

 2. At the outset of Item 3, disclose the risks that your corporate structure and being based in or having
the majority of the company’s operations in China poses to investors. In particular, describe the significant regulatory, liquidity,
and enforcement risks with cross-references to the more detailed discussion of these risks in your annual report. For example, specifically
discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers,
which could result in a material change in your operations and/or the value of your ADSs. Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based
issuers 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.

In response to the Staff’s comment,
the Company respectfully proposes to include the following disclosure at the outset of Item 3 in its future Form 20-F filings, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“We are a
Cayman Islands holding company with no equity ownership in our VIEs and we conduct our operations in China through (i) our PRC subsidiaries
and (ii) our VIEs, with which we have maintained contractual arrangements. Investors in our ADSs thus are not purchasing equity interest
in our VIEs in China but instead are purchasing equity interest in a Cayman Islands holding company. If the PRC government finds that
the agreements that establish the structure for operating certain of our businesses do not comply with PRC laws and regulations, or if
these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our
interests in those operations. Our holding company, our PRC subsidiaries, our VIEs, and investors of our company face uncertainty about
potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with our VIEs and,
consequently, significantly affect the financial performance of our VIEs and our company as a whole. The PRC regulatory authorities could
disallow the VIE structure, which would likely result in a material adverse change in our operations, and our class A ordinary shares
or our ADSs may decline significantly in value.

KE Holdings Inc.

October 25, 2021

Page 5

PRC government’s
authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in,
China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline. For more details,
see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s
oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our
ADSs.”

Risks and uncertainties
arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and
regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item
3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal
system could adversely affect us.””

 3. At the outset of Item 3, disclose each permission that you, your subsidiaries or your VIEs are required
to obtain from Chinese authorities to operate and issue these securities to foreign investors. State whether you, your subsidiaries, or
VIEs are covered by permissions requirements from the CSRC, CAC or any other entity that is required to approve of the VIE’s operations,
and state affirmatively whether you have received all requisite permissions and whether any permissions have been denied.

In response to the Staff’s comment,
the Company respectfully proposes to include the following disclosure at the outset of Item 3 in its future Form 20-F filings, subject
to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

“In
addition to the Business License issued by the relevant department of the State Administration for
Market Regulation for each of our PRC subsidiaries and VIEs, our relevant PRC subsidiaries and VIEs are required to obtain, and have obtained
the following permissions for their operations:

 · Filings for Real Estate Brokerage Business: Please refer
to “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations on Real Estate Brokerage Business
and Real Estate Agency Enterprises” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business
and Industry—If we fail to obtain or keep licenses, permits or approvals applicable to the
various services provided by us, we may incur significant financial penalties and other government sanctions” for more details.

 · Operating License for Value-Added Telecommunication Business,
or the VATS License: Please refer to “Item 4. Information on the Company—B. Business Overview—Regulation—Regulation
on Value-Added Telecommunications Services” for more details.

KE Holdings Inc.

October 25, 2021

Page 6

 · License for Non-Financial Institution Payment Service: Please
refer to “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Online Payment”
for more details.

 · Approval for Establishment of Micro credit Company: Please
refer to “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Micro Credit
Business” for more details.

 · License for Financing Guarantee Business: Please refer to
 “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations on Financing Guarantee”
for more details.

 · License for Insurance Brokerage Business: Please refer to
 “Item 4. Information on the Company—B. Business Overview—Regulation—Regulations Related to Insurance Brokerage”
for more details.

 · A

CORRESP
1
filename1.htm

KE Holdings Inc.

Oriental Electronic Technology Building

No. 2 Chuangye Road, Haidian District

Beijing 1000086

People’s Republic of China

September 28,
2021

VIA EDGAR

Ms. Babette Cooper

Mr. Wilson Lee

Division of Corporation Finance

Office of Real Estate & Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: KE Holdings Inc. (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2020

    Filed April 6, 2021

    File No. 001-39436

Dear Ms. Cooper and Mr. Lee:

The Company has received the
letter dated September 20, 2021 from the staff of the Securities and Exchange Commission (the “Staff”) regarding
the Company’s Form 20-F for the fiscal year ended December 31, 2020 (the “2020 Form 20-F”). The
Company respectfully submits to the Staff to request an extension to the deadline for responding to the letter due to the upcoming National
Day public holidays in China that run from October 1, 2021 through October 7, 2021 and the additional time required to gather
sufficient information and prepare thorough responses to address certain accounting-related comments in the letter. The Company will provide
its response to the letter via EDGAR as soon as possible prior to October 25, 2021.

If you have any additional
questions or comments regarding the 2020 Form 20-F, please contact the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps,
Slate, Meagher & Flom, at (+852) 3740-4863 or julie.gao@skadden.com. Thank you very much.

Very truly yours,

    /s/
    Tao Xu

    Tao
    Xu

    Chief
    Financial Officer

 cc: Yongdong Peng, Chairman of the Board of Directors and Chief Executive Officer, KE Holdings Inc.

Z. Julie Gao, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Yuting Wu, Esq., Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Amanda Zhang, Partner, PricewaterhouseCoopers Zhong
Tian LLP

United States securities and exchange commission logo
September 20, 2021
Tao Xu
Chief Financial Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 1000086
People's Republic of China
Re:KE Holdings Inc.
Form 20-F for the Fiscal Year Ended December 31, 2020
Filed April 6, 2021
File No. 001-39436
Dear Mr. Xu:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020
Item 3. Key Information, page 4
1.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in Item 3, a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity.  Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entities in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 September 20, 2021 Page 2
 FirstName LastNameTao Xu
KE Holdings Inc.
September 20, 2021
Page 2
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.   Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to uncertainties under Chinese law and jurisdictional limits.
2.At the outset of Item 3, disclose the risks that your corporate structure and being based in
or having the majority of the company’s operations in China poses to investors.  In
particular, describe the significant regulatory, liquidity, and enforcement risks with cross-
references to the more detailed discussion of these risks in your annual report.  For
example, specifically discuss risks arising from the legal system in China, including risks
and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ADSs.  Acknowledge any risks that any actions by the Chinese government to exert
more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers 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.
3.At the outset of Item 3, disclose each permission that you, your subsidiaries or your VIEs
are required to obtain from Chinese authorities to operate and issue these securities to
foreign investors.  State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the CSRC, CAC or any other entity that is required to
approve of the VIE’s operations, and state affirmatively whether you have received all
requisite permissions and whether any permissions have been denied.
4.At the outset of Item 3, 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 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.  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 your businesses, including subsidiaries and/or consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
5.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Early in your Item 3 disclosure, please provide in tabular form

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 September 20, 2021 Page 3
 FirstName LastNameTao Xu
KE Holdings Inc.
September 20, 2021
Page 3
condensed consolidating schedule - depicting the financial position, cash flows and results
of operations for the parent, the consolidated variable interest entities, and any eliminating
adjustments separately - as of the same dates and for the same periods for which audited
consolidated financial statements are required.  Highlight the financial statement
information related to the variable interest entity and parent, so an investor may evaluate
the nature of assets held by, and the operations of, entities apart from the variable interest
entity, which includes the cash held and transferred among entities.
6.Early in your Item 3 disclosure, disclose that trading in your securities may be prohibited
under the Holding Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or fully investigate your auditor, and that as a result an exchange may
determine to delist your securities.  If the PCAOB has been or is currently unable to
inspect your auditor, revise your disclosure to so state.
Part I, page 4
7.At the outset of Part I, please include an Explanatory Note that discloses 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.  Explain whether the VIE structure is used to replicate foreign investment in
Chinese-based companies where Chinese law prohibits direct foreign investment in the
operating companies, and disclose that investors may never directly 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 value of your ADSs, 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.
8.At the outset of Part I, provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in
China and Hong Kong.  Your disclosure should make clear whether these risks could
result in a material change in your operations and/or the value of your ADSs 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 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, has or may impact the company’s ability to conduct its
business, accept foreign investments, or list on an U.S. or other foreign exchange. Your
Business Overview in Item 4 should address, but not necessarily be limited to, the risks
highlighted in Part I.
9.At the outset of Part I, clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when providing the disclosure throughout the document so that it is

 FirstName LastNameTao Xu
 Comapany NameKE Holdings Inc.
 September 20, 2021 Page 4
 FirstName LastName
Tao Xu
KE Holdings Inc.
September 20, 2021
Page 4
clear to investors which entity the disclosure is referencing and which subsidiaries or
entities are conducting the business operations. Refrain from using terms such as “we” or
“our” when describing activities or functions of a VIE. Disclose clearly the entity
(including the domicile) in which investors have purchased their interest.
D. Risk Factors, page 8
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ADSs.  Also acknowledge the risk that
any action to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers 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.
12.Please revise your disclosure to explain how the Cyberspace Administration of China
oversight impacts your 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 closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Babette Cooper, Staff Accountant, at 202-551-3396 Wilson Lee, Staff
Accountant, at 202-551-3468 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

November 16, 2020

VIA EDGAR

Mr. Ronald E. Alper

Division of Corporation Finance

Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             KE Holdings Inc. (CIK No. 0001809587)

Registration Statement on Form F-1 (File No. 333-250116)

Dear Mr. Alper:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, KE Holdings Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 4:30 p.m., Eastern Time on November 18, 2020, or as soon thereafter as practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that Goldman Sachs (Asia) L.L.C., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and China Renaissance Securities (Hong Kong) Limited, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission today.

[Signature page follows]

Very truly yours,

KE Holdings Inc.

By:

/s/ XU TAO

Name:

XU Tao

Title:

Chief Financial   Officer

[Signature Page to Issuer Acceleration Request]

CORRESP
1
filename1.htm

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

U.S.A.

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

U.S.A.

China Renaissance Securities (Hong Kong) Limited
 Units 8107-08, Level 81
 International Commerce Centre
 1 Austin Road West, Kowloon
 Hong Kong

As representatives of the prospective underwriters

VIA EDGAR

November 16, 2020

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Mr. Ronald E. Alper

Re:

KE Holdings Inc. (CIK No. 0001809587) (the   “Company”)

Registration Statement on Form F-1, as   amended (File No. 333-250116)

Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness at 4:30 p.m., Eastern Time, on November 18, 2020, or as soon thereafter as is practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that, through the date hereof, copies of the Company’s Preliminary Prospectus dated November 16, 2020 were distributed as follows: 520 copies to prospective underwriters, institutional investors, dealers and others.

1

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

2

Very   truly yours,

Goldman   Sachs (Asia) L.L.C.

Morgan   Stanley & Co. LLC

J.P. Morgan Securities LLC

China   Renaissance Securities (Hong Kong) Limited

As   representatives of the prospective underwriters

Very truly yours,

Goldman Sachs (Asia) L.L.C.

By:

/s/ Wei CAI

Name:

Wei CAI

Title:

Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

Morgan Stanley & Co. LLC

By:

/s/ Robert Holley

Name:

Robert Holley

Title:

Vice President

[Signature Page to Acceleration Request]

Very truly yours,

J.P. Morgan Securities LLC

By:

/s/ Bianca Buck

Name:

Bianca Buck

Title:

VP TMT ECM

[Signature Page to Acceleration Request]

Very truly yours,

China Renaissance Securities (Hong Kong) Limited

By:

/s/ Ike Song

Name:

Ike Song

Title:

Managing Director

[Signature Page to Acceleration Request]

United States securities and exchange commission logo
November 12, 2020
Yongdong Peng
Executive Director and Chief Executive Officer
KE Holdings Inc.
Oriental Electronic Technology Building
No. 2 Chuangye Road, Haidian District
Beijing 100086
People's Republic of China
Re:KE Holdings Inc.
Draft Registration Statement on Form F-1
Submitted November 6, 2020
CIK No. 0001809587
Dear Mr. Peng:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Ronald (Ron) Alper at 202-551-3329 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH   TOWER, THE LANDMARK

GEOFFREY CHAN *

15 QUEEN’S ROAD   CENTRAL, HONG KONG

BOSTON

SHU DU *

CHICAGO

ANDREW L. FOSTER *

TEL: (852)   3740-4700

HOUSTON

CHI T. STEVE KWOK *

FAX: (852)   3740-4727

LOS ANGELES

EDWARD H.P. LAM ¨*

www.skadden.com

NEW YORK

HAIPING LI *

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

JONATHAN B. STONE *

WILMINGTON

PALOMA P. WANG

¨ (ALSO ADMITTED IN ENGLAND & WALES)

BEIJING

* (ALSO ADMITTED IN NEW YORK)

BRUSSELS

FRANKFURT

REGISTERED FOREIGN LAWYER

LONDON

Z. JULIE GAO (CALIFORNIA)

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

August 12, 2020

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

Ms. Pam Howell

Ms. Erin E. Martin

Mr. Howard Efron

Ms. Shannon Menjivar

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                 KE Holdings Inc. (CIK No. 0001809587)

Response to the Staff’s Comments on the Amendment No. 2 to

Registration Statement on Form F-1 (File No. 333-240068)

Dear Ms. Howell, Ms. Martin, Mr. Efron and Ms. Menjivar:

On behalf of our client, KE Holdings Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated August 11, 2020 on the Company’s Amendment No. 2 to registration statement on Form F-1 filed on August 7, 2020. Concurrently with the submission of this letter, the Company is filing herewith Amendment No. 3 to the Company’s registration statement on Form F-1 (the “Revised Registration Statement”) and certain exhibit via EDGAR to the Commission.

To facilitate the Staff’s review, we are separately delivering to the Staff today five courtesy copies of the Revised Registration Statement, marked to show changes to Amendment No. 2 to registration statement on Form F-1 filed with the Commission on August 7, 2020, and two copies of the filed exhibit.

The Staff’s comment is repeated below in bold and is followed by the Company’s response. We have included the page reference in the Revised Registration Statement where the language addressing the comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

Comment in the Letter Dated August 11, 2020

Amendment No. 2 to Form F-1 filed August 7, 2020

Risk Factors

“ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement . . .”, page 69

1.                                      We note your disclosure in this risk factor that ADS holders waive their right to a jury trial under the deposit agreement and, as such, any claim may be heard only by a judge or justice of the applicable trial court. Section 7.6 of the deposit agreement that was filed with this amendment appears to indicate that claims may only be settled by arbitration. Please revise your risk factors to describe this provision and its impact on ADS holders. Please also address any questions as to enforceability and clarify whether such provision applies to claims under the federal securities laws and whether such provision applies to claims other than in connection with this offering.

The Company respectfully acknowledges the Staff’s comment and advises that Staff that Section 7.6 of the deposit agreement indicates that “[a]ny controversy, claim or cause of action brought by any party hereto against the Company . . ., if so elected by the claimant, shall be settled by arbitration . . .” As such, a claimant may, but is not required to, elect to have the claim settled by arbitration.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page 69 of the Registration Statement to highlight the risk relating to the arbitration provision in the deposit agreement.

*              *              *

2

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Hui Zuo, Chairman of the Board of Directors, KE Holdings Inc.

Yongdong Peng, Executive Director and Chief Executive Officer, KE Holdings Inc.

Tao Xu, Executive Director and Chief Financial Officer, KE Holdings Inc.

Amanda Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Li He, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

3

United States securities and exchange commission logo
August 11, 2020
Yongdong Peng
Chief Executive Officer
KE Holdings Inc.
Building Fudao, No. 11 Kaituo Road, Haidian District
Beijing 100085
People's Republic of China
Re:KE Holdings Inc.
Amendment to Registration Statement on Form F-1
Filed August 7, 2020
File No. 333-240068
Dear Mr. Peng:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 2 to Form F-1 filed August 7, 2020
Risk Factors
"ADSs holders may not be entitled to a jury trial with respect to claims arising under the deposit
agreement . . . ", page 69
1.We note your disclosure in this risk factor that ADS holders waive their right to a jury trial
under the deposit agreement and, as such, any claim may be heard only by a judge or
justice of the applicable trial court.  Section 7.6 of the deposit agreement that was filed
with this amendment appears to indicate that claims may only be settled by arbitration.
Please revise your risk factors to describe this provision and its impact on ADS
holders.  Please also address any questions as to enforceability and clarify whether such
provision applies to claims under the federal securities laws and whether such provision

 FirstName LastNameYongdong Peng
 Comapany NameKE Holdings Inc.
 August 11, 2020 Page 2
 FirstName LastName
Yongdong Peng
KE Holdings Inc.
August 11, 2020
Page 2
applies to claims other than in connection with this offering.
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters.  Please contact Pam Howell at 202-551-3357 or Erin E. Martin at 202-551-3391 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

August 10, 2020

VIA EDGAR

Ms. Pam Howell

Ms. Erin E. Martin

Mr. Howard Efron

Ms. Shannon Menjivar

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                             KE Holdings Inc. (CIK No. 0001809587)

Registration Statement on Form F-1 (File No. 333-240068)

Registration Statement on Form 8-A (File No. 001-39436)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, KE Holdings Inc. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “F-1 Registration Statement”) be accelerated to, and that the F-1 Registration Statement become effective at, 4:00 p.m., Eastern Time on August 12, 2020, or as soon thereafter as practicable.

The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration Statements”).

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

The Company understands that the representatives of the underwriters, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange Commission (the “Commission”) today.

[Signature page follows]

Very truly yours,

KE Holdings Inc.

By:

/s/ XU Tao

Name:

XU Tao

Title:

Chief Financial   Officer

[Signature Page to Issuer Acceleration Request]

CORRESP
1
filename1.htm

Goldman Sachs (Asia) L.L.C.

68th Floor, Cheung Kong Center

2 Queen’s Road Central

Hong Kong

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

U.S.A.

China Renaissance Securities (Hong Kong) Limited
 Units 8107-08, Level 81
 International Commerce Centre
 1 Austin Road West, Kowloon
 Hong Kong

J.P. Morgan Securities LLC

383 Madison Avenue

New York, NY 10179

U.S.A.

As representatives of the prospective underwriters

VIA EDGAR

August 10, 2020

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention:

Ms. Pam Howell

Ms. Erin E. Martin

Mr. Howard Efron

Ms. Shannon Menjivar

Re:

KE Holdings Inc. (CIK No. 0001809587) (the “Company”)

Registration Statement on Form F-1, as amended   (File No. 333-240068)

Registration Statement on Form 8-A (File No.   001-39436)

Dear Ladies and Gentlemen:

We hereby join the Company’s request for acceleration of the above-referenced Registration Statements, requesting effectiveness at 4:00 p.m., Eastern Time, on August 12, 2020, or as soon thereafter as is practicable.

1

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to advise you that between August 7, 2020 and the date hereof, copies of the Company’s Preliminary Prospectus dated August 7, 2020 were distributed as follows: 1,106 copies to prospective underwriters, institutional investors, dealers and others.

We have been advised by the prospective underwriters that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature page follows]

2

Very   truly yours,

Goldman   Sachs (Asia) L.L.C.

Morgan   Stanley & Co. LLC

China   Renaissance Securities (Hong Kong) Limited

J.P. Morgan Securities LLC

As   representatives of the prospective underwriters

Very truly yours,

Goldman Sachs (Asia) L.L.C.

By:

/s/ Wei CAI

Name: Wei CAI

Title: Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

Morgan Stanley & Co. LLC

By:

/s/ Celestina Milner

Name: Celestina Milner

Title: Executive Director

[Signature Page to Acceleration Request]

Very truly yours,

China Renaissance Securities (Hong Kong)   Limited

By:

/s/ Claire Yeh

Name: Claire Yeh

Title: Managing Director

[Signature Page to Acceleration Request]

Very truly yours,

J.P. Morgan Securities LLC

By:

/s/ Bianca Buck

Name: Bianca Buck

Title: VP TMT ECM

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

SHU DU *

ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

JONATHAN B. STONE *

PALOMA P. WANG

¨ (ALSO ADMITTED IN   ENGLAND & WALES)

* (ALSO ADMITTED IN   NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

August 7, 2020

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

VIA EDGAR

Ms. Pam Howell

Ms. Erin E. Martin

Mr. Howard Efron

Ms. Shannon Menjivar

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                 KE Holdings Inc. (CIK No. 0001809587)

Registration Statement on Form F-1 (File No. 333-240068)

Dear Ms. Howell, Ms. Martin, Mr. Efron and Ms. Menjivar:

On behalf of our client, KE Holdings Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith Amendment No. 2 to the Company’s registration statement on Form F-1 (“Registration Statement”) containing a preliminary prospectus with a price range and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

Concurrently with the filing of Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the verbal comment posed by the staff of the Commission (the “Staff”) on July 31, 2020 and to the comment contained in the letter from the Staff dated August 6, 2020.

To facilitate the Staff’s review, we are separately delivering to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on July 31, 2020, and two copies of the filed exhibits.

The Company respectfully advises the Staff that the Company plans to commence the road show for the proposed offering on or about August 8, 2020. In addition, the Company plans to request that the Staff declare the effectiveness of the Registration Statement on or about August 13, 2020, and will file joint acceleration requests in time before the requested effective time. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for the offering.

The dictated verbal comment from the Staff on July 31, 2020 and the Staff’s comment from its letter dated August 6, 2020 are repeated below in bold and followed by the Company’s response.

Verbal comment on July 31, 2020

1.             We know your response to prior comment #1. Please include the statement attributable to counsel in your response into the opinion provided as Exhibit 99.2 or advise.

In response to the Staff’s comment, Han Kun Law Offices, the Company’s PRC legal counsel, has revised Exhibit 99.2 to include the statement in the Company’s response to the Staff’s prior comment #1.

Comment in the letter dated August 6, 2020

Six Months ended June 30, 2020 Compared to Six Months ended June 30, 2019, page 106

1.             We note your disclosure indicates that you acquired certain brokerage firms as an effort to promote the usage of your platform in the first half of 2019 and that part of the acquisition consideration was therefore recorded as other marketing related expenses. Please help us to better understand how you determined the portion of acquisition consideration that was applied to other marketing related expenses versus the amount to be capitalized as part of your 2019 acquisitions. In your response, quantify the amount of acquisition consideration expensed to other marketing related expenses in 2019 and cite any references to accounting guidance which support your treatment of these amounts.

2

The Company respectfully advises the Staff that as described in footnote (ii) to Note 11, “Long-term investments, net” on page F-53, in 2019, to incentivize IFM to join the Beike platform, the Company made additional investment of RMB308 million to acquire IFM’s preferred and ordinary shares, converted certain convertible note into preferred shares, and provided a RMB130 million loan to IFM’s controlling shareholder, which is secured by 17.5% ownership of IFM. As of December 31, 2019, the Company held 37.6% ownership interest in IFM.

Pursuant to ASC 825-10-15-4, the Company elected the fair value option to account for all of its investments in IFM and the loan provided to IFM’s controlling shareholder above. The fair value of the additional investment in IFM and the loan to IFM’s controlling shareholder was RMB120.1 million on the transaction date, which was supported by independent valuer’s valuation report. The difference of RMB317.9 million between the consideration paid and the fair value of financial assets received was recognized as deemed marketing expenses, amounting to RMB274.8 million and RMB43.1 million when the payments were made in May and November 2019, respectively, for the following reasons:

The Company invested heavily to promote the Beike platform after its launch in 2018, including online and offline advertising efforts. In 2019, the Company launched many incentive programs to incentivize real estate brokerage firms to join its platform. By making this investment, the Company received marketing related benefits as IFM agreed to be the first large brokerage firm joining the Beike platform. It has an effect similar to a corner stone business partner that will bring confidence to other potential smaller brokerage firms for them to trust the Company and join the Beike platform. The fact that IFM joined the platform helped to enhance the brand awareness of Beike and strengthen the Company’s market position.

There is no minimum transactions or traffic committed by IFM to be brought to Beike platform as IFM does not directly provide those services to the Company, nor does the cooperation with IFM include any favorable terms. Therefore the business cooperation  with IFM did not qualify as an identifiable intangible asset. Moreover, the Company’s platform revenue directly generated from IFM was only about RMB6.9 million in 2019, which is immaterial and provides evidence that the payment to IFM is not to give a price concession to IFM as a customer of the Company’s platform service.

The Company concluded the business rationale to pay the premium is to enhance and promote the Beike platform. Hence, the difference between the consideration paid and the fair value of the investments and the loan should be recognized as a marketing expense.

In response to the Staff’s comment, the Company has revised the disclosure on page 107 of the Registration Statement to provide more details about this transaction.

*              *              *

3

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Hui Zuo, Chairman of the Board of Directors, KE Holdings Inc.

Yongdong Peng, Executive Director and Chief Executive Officer, KE Holdings Inc.

Tao Xu, Executive Director and Chief Financial Officer, KE Holdings Inc.

Amanda Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Li He, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

4

United States securities and exchange commission logo
August 6, 2020
Yongdong Peng
Chief Executive Officer
KE Holdings Inc.
Building Fudao, No. 11 Kaituo Road, Haidian District
Beijing 100085
People's Republic of China
Re:KE Holdings Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed July 31, 2020
File No. 333-240068
Dear Mr. Peng:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Amendment No. 1 to Form F-1 filed on July 31, 2020
Six Months ended June 30, 2020 Compared to Six Months ended June 30, 2019, page 106
1.We note your disclosure indicates that you acquired certain brokerage firms as an effort to
promote the usage of your platform in the first half of 2019 and that part of the acquisition
consideration was therefore recorded as other marketing related expenses.  Please help us
to better understand how you determined the portion of acquisition consideration that was
applied to other marketing related expenses versus the amount to be capitalized as part of
your 2019 acquisitions.  In your response, quantify the amount of acquisition
consideration expensed to other marketing related expenses in 2019 and cite any
references to accounting guidance which support your treatment of these amounts.

 FirstName LastNameYongdong Peng
 Comapany NameKE Holdings Inc.
 August 6, 2020 Page 2
 FirstName LastName
Yongdong Peng
KE Holdings Inc.
August 6, 2020
Page 2
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Pam Howell at 202-551-3357 or Erin E. Martin at 202-551-3391 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Z. Julie Gao

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

CHRISTOPHER W. BETTS

GEOFFREY CHAN *

SHU DU *

ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM ¨*

HAIPING LI *

RORY MCALPINE ¨

JONATHAN B. STONE *

PALOMA P. WANG

¨ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

REGISTERED FOREIGN LAWYER

Z. JULIE GAO (CALIFORNIA)

世達國際律師事務所

42/F, EDINBURGH TOWER,   THE LANDMARK

15 QUEEN'S ROAD   CENTRAL, HONG KONG

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

BEIJING

BRUSSELS

FRANKFURT

LONDON

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

July 31, 2020

TOKYO

TORONTO

VIA EDGAR

Ms. Pam Howell

Ms. Erin E. Martin

Mr. Howard Efron

Ms. Shannon Menjivar

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                 KE Holdings Inc. (CIK No. 0001809587)

Registration Statement on Form F-1 (File No. 333-240068)

Dear Ms. Howell, Ms. Martin, Mr. Efron and Ms. Menjivar:

On behalf of our client, KE Holdings Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith Amendment No. 1 to the Company’s registration statement on Form F-1 (“Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

The Company has updated the Registration Statement to (i) include its unaudited condensed consolidated financial statements as of June 30, 2020 and for the six-month periods ended June 30, 2019 and 2020 and (ii) reflect other recent developments.

To facilitate the Staff’s review, we are separately delivering to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the registration statement filed with the Commission on July 24, 2020, and two copies of the filed exhibits.

The Company respectfully advises the Staff that it plans to file an amendment to the Registration Statement containing the estimated price range and offering size on or about August 7, 2020, and to launch the road show for the offering immediately thereafter. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

*                                         *                                         *

2

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Hui Zuo, Chairman of the Board of Directors, KE Holdings Inc.

Yongdong Peng, Executive Director and Chief Executive Officer, KE Holdings Inc.

Tao Xu, Executive Director and Chief Financial Officer, KE Holdings Inc.

Amanda Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Li He, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

3

CORRESP
1
filename1.htm

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

PARTNERS

世達國際律師事務所

AFFILIATE OFFICES

CHRISTOPHER W. BETTS

42/F, EDINBURGH   TOWER, THE LANDMARK

GEOFFREY CHAN *

15 QUEEN'S ROAD   CENTRAL, HONG KONG

BOSTON

SHU DU *

CHICAGO

ANDREW L. FOSTER *

HOUSTON

CHI T. STEVE KWOK *

TEL: (852)   3740-4700

LOS ANGELES

EDWARD H.P. LAM ¨*

FAX: (852)   3740-4727

NEW YORK

HAIPING LI *

www.skadden.com

PALO ALTO

RORY MCALPINE ¨

WASHINGTON, D.C.

JONATHAN B. STONE *

WILMINGTON

PALOMA P. WANG

¨ (ALSO ADMITTED IN   ENGLAND & WALES)

BEIJING

* (ALSO ADMITTED IN   NEW YORK)

BRUSSELS

FRANKFURT

REGISTERED FOREIGN LAWYER

LONDON

Z. JULIE GAO (CALIFORNIA)

MOSCOW

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

July 24, 2020

TOKYO

TORONTO

VIA EDGAR

Ms. Pam Howell

Ms. Erin E. Martin

Mr. Howard Efron

Ms. Shannon Menjivar

Office of Real Estate & Construction

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:                 KE Holdings Inc. (CIK No. 0001809587)

Registration Statement on Form F-1

Dear Ms. Howell, Ms. Martin, Mr. Efron and Ms. Menjivar:

On behalf of our client, KE Holdings Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s registration statement on Form F-1 (“Registration Statement”) and certain exhibits via EDGAR with the Securities and Exchange Commission (the “Commission”).

Concurrently with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company’s responses to the comments contained in the letter from the staff of the Commission (the “Staff”) dated July 23, 2020. To facilitate the Staff’s review, we are separately delivering to the Staff today five courtesy copies of the Registration Statement, marked to show changes to the revised draft registration statement confidentially submitted on July 10, 2020, and two copies of the filed exhibits.

In accordance with the Jumpstart Our Business Startups Act, as amended, the Company is, concurrently with the Registration Statement, filing the draft registration statement and all amendments thereto that were previously submitted for the non-public review of the Staff.

The Company plans to file an amendment to the Registration Statement containing its unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2020 and comparable financial information for the same period in 2019 on or about August 3, 2020, and file an amendment to the Registration Statement containing the estimated price range and offering size on or about August 10, 2020, and to launch the road show for the offering immediately thereafter. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

The Staff’s comments from its letter dated July 23, 2020 are repeated below in bold and is followed by the Company’s response. The Company has included page references in the Registration Statement where the language addressing the comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.

Management

Baihui Partnership, page 200

1.                                      We note your new disclosure regarding the Baihui Partnership and its role in the development and operation of your business. Please update your Regulation section to specifically address the role of the Bahui Partnership. Please confirm whether the interests of the Baihui Partnership are required to be disclosed or approved under PRC law, and the extent, if any, that the role it serves affects your PRC opinion. Please also clarify the extent of the interests held by Mr. Zuo Hui and Mr. Shan Yigang in the partnership.

The Company respectfully advises the Staff that the Baihui Partnership will be organized under the laws of the Cayman Islands, and although the Company’s post offering memorandum and articles of associates provide the role and power of the Baihui Partnership in the Company’s corporate governance, the Company will not be a party to the partnership agreement. As advised by its PRC and Cayman Islands legal counsels, the Company respectfully confirms that (i) the organization of the Baihui Partnership and the partnership’s role in  the Company’s corporate governance do not contravene any law, rule or regulation of the PRC or Cayman Islands, and (ii) the interests of the Baihui Partnership in the Company are not required to be disclosed or approved under the PRC law and the partnership’s role in the Company’s corporate governance does not affect the Company’s PRC opinion.

2

In addition, the Company has revised the referenced disclosure on page 201 of the Registration Statement to disclose the latest limited partnership interests to be held by Mr. ZUO Hui and Mr. SHAN Yigang in the Baihui Partnership.

Principal and Selling Shareholders, page 210

2.                                      We note that Section 1.01 of exhibit 3.3 appears to indicate that SVF II Shell Subco (Singapore) Pte. Ltd. is controlled by Softbank Group. Please disclose Softbank’s beneficial ownership in the securities held by SVF or advise. Refer to Part I, Item 7(A) of Form 20-F.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page 214 of the Registration Statement to clarify the holding structure of SVF II Shell Subco (Singapore) Pte. Ltd. and its relationship with Softbank Group Corp.

*              *              *

3

If you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740-4863 or via e-mail at julie.gao@skadden.com.

Very truly yours,

/s/ Z. Julie Gao

Z. Julie Gao

Enclosures.

cc:                                Hui Zuo, Chairman of the Board of Directors, KE Holdings Inc.

Yongdong Peng, Executive Director and Chief Executive Officer, KE Holdings Inc.

Tao Xu, Executive Director and Chief Financial Officer, KE Holdings Inc.

Amanda Zhang, Partner, PricewaterhouseCoopers Zhong Tian LLP

Li He, Esq., Partner, Davis Polk & Wardwell LLP

Howard Zhang, Esq., Partner, Davis Polk & Wardwell LLP

4

United States securities and exchange commission logo
July 23, 2020
Yongdong Peng
Chief Executive Officer
KE Holdings Inc.
Building Fudao, No.11 Kaituo Road, Haidian District
Beijing 100085
People's Republic of China
Re:KE Holdings Inc.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 10, 2020
CIK No. 0001809587
Dear Mr. Peng:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted July 10, 2020
Management
Baihui Partnership, page 200
1.We note your new disclosure regarding the Baihui Partnership and its role in the
development and operation of your business.  Please update your Regulation section to
specifically address the role of the Bahui Partnership.  Please confirm whether the
interests of the Baihui Partnership are required to be disclosed or approved under PRC
law, and the extent, if any, that the role it serves affects your PRC opinion.  Please also
clarify the extent of the interests held by Mr. Zuo Hui and Mr. Shan Yigang in the
partnership.

 FirstName LastNameYongdong Peng
 Comapany NameKE Holdings Inc.
 July 23, 2020 Page 2
 FirstName LastName
Yongdong Peng
KE Holdings Inc.
July 23, 2020
Page 2
Principal and Selling Shareholders, page 210
2.We note that Section 1.01 of exhibit 3.3 appears to indicate that SVF II Shell Subco
(Singapore) Pte. Ltd. is controlled by Softbank Group.  Please disclose Softbank's
beneficial ownership in the securities held by SVF or advise.  Refer to Part I, Item 7(A) of
Form 20-F.
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related
matters.  Please contact Pam Howell at 202-551-3357 or Erin E. Martin at 202-551-3391 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Z. Julie Gao

United States securities and exchange commission logo
May 21, 2020
Yongdong Peng
Chief Executive Officer
KE Holdings Inc.
Building Fudao, No.11 Kaituo Road, Haidian District
Beijing 100085
People's Republic of China
Re:KE Holdings Inc.
Draft Registration Statement on Form F-1
Submitted April 24, 2020
CIK No. 0001809587
Dear Mr. Peng:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
DRS Form F-1 filed April 24, 2020
Conventions that Apply to this Prospectus, page 8
1.We note your definition of gross transaction value is calculated by the total amount of
transactions facilitated on your platforms "regardless of whether the transactions are
actually closed."  Please tell us if management also takes into consideration the number of
transactions that ultimately closed in relation to GTV in evaluating performance.

 FirstName LastNameYongdong Peng
 Comapany NameKE Holdings Inc.
 May 21, 2020 Page 2
 FirstName LastName
Yongdong Peng
KE Holdings Inc.
May 21, 2020
Page 2
Summary Consolidated Financial and Operating Data, page 14
2.Please expand your table in an amended filing to include five years of financial data.
If you determined this information was not necessary to disclose tell us your basis for
conclusion. Refer to Item 301 of Regulation S-K.
Adjusted Net Profit and Adjusted EBITDA, page 88
3.We note your adjustment that adds back amortization of intangible assets resulting from
acquisitions and business cooperation agreement to arrive at Adjusted Net Income.  Please
enhance your disclosure in future filings to describe in more detail what acquisitions and
agreement this adjustment relates to.  Additionally, revise your disclosure to indicate that
the adjustment excludes expense related to assets that contribute to revenue generation.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
91
4.We note your disclosures of potential adverse impacts from COVID-19 in the risk factors
section.  Please revise the MD&A to discuss the impact of the coronavirus on your
financial condition and results of operations and your capital and financial resources,
including the specific impacts that your business has experienced from the COVID-19
pandemic (e.g., reduction in the number of homes listed or sold, reduction in demand for
services related to home sales, home renovations or financings).  See Item 5.D of Form
20-F as referenced in Item 4.a of Form F-1 and refer to CF Disclosure Guidance: Topic
No. 9 for additional guidance.
5.We note the disclosure on page 158 that Lianjia, your real estate brokerage business,
accounts for a significant portion of your total revenues.  Please revise the MD&A to
provide additional information regarding the significance of Lianjia to your business,
including the percent of revenues attributable to Lianjia.   In addition, confirm whether
you will discuss material trends in your revenue streams in future filings.  See Release 33-
8350.
Critical Accounting Policies, Judgments and Estimates
Revenue Recognition, page 113
6.We note your disclosure that you consider yourself to be the principal in transactions
where you sign the housing agency service contracts with housing customers or real estate
developers and split commissions with other brokerage firms who collaborate with you to
complete housing transactions in accordance with the platform agreement.  Please expand
on the terms of the contract(s) that you sign with both the housing customers or real estate
developers and the other brokerage firms, and explain to us how you arrived at the
conclusion you are the principal in the transaction with respect to both parties.  In your
response clarify for us whether you believe the other brokers are a customer of your listing
platform business, and the basis for your conclusions.  To the extent you conclude that the

 FirstName LastNameYongdong Peng
 Comapany NameKE Holdings Inc.
 May 21, 2020 Page 3
 FirstName LastName
Yongdong Peng
KE Holdings Inc.
May 21, 2020
Page 3
other brokers are customers, tell us how you considered the guidance in ASC 606-10-32-
25 when accounting for the commissions paid to other brokerage firms.
Employees, page 169
7.Please provide additional disclosure regarding the statement in this section that as of the
date of the prospectus, the number of your dispatched workers does not exceed 10% of
your total labor force.  We note the disclosure that as of December 31, 2019 you had
82,282 employees and 76,217 dispatched workers.
Principal and Selling Shareholders, page 199
8.Please add a column to reflect the number of securities being offered by each selling
shareholder.  See Item 9.D.2 of Form 20-F.
Directed Share Program, page 239
9.To the extent you continue to include a directed share program, please revise to clarify
whether shares sold under the program will also be subject to a lock-up agreement.
2.11 Financing Receivables, page F-26
10.Please disclose your policy for resuming accrual of interest on financing receivables.
Refer to ASC 310-10-50-6.
2.22 Advertising Expenses, page F-34
11.Please describe the general terms of an arrangement for online traffic acquisition and
clarify the types of third parties you enter into these arrangements with.  Include within
your response whether or not prepayment for such services is industry practice and
provide the amount that you have prepaid for advertising for the periods presented.
19. Taxation, page F-62
12.We note the Group considers positive and negative evidence to determine whether some
or all of the deferred tax assets will more-likely-than-not be realized and that
this assessment considers the nature, frequency and severity of recent losses and forecasts
of future profitability.  Please provide your analysis that supports the remaining deferred
tax asset is realizable.  Tell us how you considered your history of net losses when
forming your conclusion.
Item 7. Recent Sales of Unregistered Securities, page II-1
13.Please disclose the facts relied upon in making the exemptions available.  See Item 701(d)
of Form S-K.

 FirstName LastNameYongdong Peng
 Comapany NameKE Holdings Inc.
 May 21, 2020 Page 4
 FirstName LastName
Yongdong Peng
KE Holdings Inc.
May 21, 2020
Page 4
Signatures, page II-8
14.Please include the signature of your controller or principal accounting officer.   See
Instruction 1 to Signatures for Form F-1.
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-
3856 if you have questions regarding comments on the financial statements and related
matters.  Please contact Pam Howell at 202-551-3357 or Erin E. Martin at 202-551-3391 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction