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                             March 7, 2023

       Qi Chen
       Chief Executive Officer
       MOGU Inc.
       Huanglong Wanke Center, 23/F, Building No. G, No. 77 Xueyuan Road
       Xihu District, Hangzhou, 310012
       People   s Republic of China

                                                        Re: MOGU Inc.
                                                            Form 20-F for 
Fiscal Year Ended March 31, 2022
                                                            Response dated 
February 14, 2023
                                                            File No. 001-38748

       Dear Qi Chen:

              We have reviewed your February 14, 2023 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
       January 16, 2023 letter.

       Annual Report on Form 20-F Filed on July 15, 2022

       Item 3. Key Information
       Permissions Required from the PRC Authorities for Our Operations, page 6

   1.                                                   We note that your 
proposed amended disclosure in response to comment 4 indicates that
                                                        you and the VIEs are 
required to obtain permissions and approvals to operate the business
                                                        and to offer securities 
to investors. Please revise to disclose each permission or approval
                                                        you are required to 
obtain from PRC authorities to operate your business and to offer
                                                        securities to foreign 
investors, and state whether you have received all such required
                                                        permissions or 
approvals.
 Qi Chen
FirstName
MOGU Inc.LastNameQi Chen
Comapany
March      NameMOGU Inc.
       7, 2023
March2 7, 2023 Page 2
Page
FirstName LastName
Transfers of Cash within the Group, page 11

2.       We note your proposed revised disclosure in response to comment 5 and 
your response
         that there are currently no restrictions and limitations imposed by 
the Hong Kong
         government which impact the ability to transfer cash from Hong Kong to 
outside of Hong
         Kong. Wherever you state that, to "the extent cash is located in the 
PRC or within a PRC
         domiciled entity and may need to be used outside of the PRC, the funds 
may not be
         available due to limitations placed on us by the PRC government," 
please amend your
         disclosure to also state that, to the extent cash in the business is 
in Hong Kong or a Hong
         Kong entity, the funds may not be available to fund operations or for 
other use outside of
         the Hong Kong due to interventions in or the imposition of 
restrictions and limitations on
         the ability of you, your subsidiaries, or the consolidated VIEs by the 
PRC government to
         transfer cash.
       You may contact Alyssa Wall at 202-551-8106 or Lilyanna Peyser at 
202-551-3222 with
any other questions.



                                                              Sincerely,

                                                              Division of 
Corporation Finance
                                                              Office of Trade & 
Services