August 27, 2024

Toby Hong Xu
Chief Financial Officer
Alibaba Group Holding Limited
26/F Tower One, Times Square
1 Matheson Street, Causeway Bay
Hong Kong S.A.R. People   s Republic of China

       Re: Alibaba Group Holding Limited
           Form 20-F for Fiscal Year Ended March 31, 2024
           File No. 001-36614
Dear Toby Hong Xu:

       We have reviewed your filing and have the following comment(s).

       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 Fiscal Year Ended March 31, 2024
Letter from Our Chairman and Our CEO to Shareholders
Capital Management, page iii

1.     You present free cash flow, a non-GAAP financial measure, without 
disclosing its most
       directly comparable GAAP measure, net cash provided by operating 
activities, with equal
       or greater prominence. Please revise your disclosure in accordance with 
the guidance in
       Item 10(e)(1)(i)(A) of Regulation S-K.
Item 5. Operating and Financial Review and Prospects
Non-GAAP Measures, page 131

2.     Refer to footnote (1) to your reconciliation of diluted earnings per 
share/ADS to non-
       GAAP diluted earnings per share/ADS on page 133. You refer to the 
non-GAAP
       adjustments presented in your reconciliation of net income to non-GAAP 
net income for
       the description of all components included in the    non-GAAP 
adjustments to net income
       attributable to ordinary shareholders    line item. However, the    
non-GAAP adjustments to
       net income attributable to ordinary shareholders    amounts are 
inconsistent with the total
 August 27, 2024
Page 2

       of adjustments to reconcile net income to non-GAAP net income in all 
periods presented.
       Please tell us and expand footnote (1) to describe the difference 
between the "non-GAAP
       adjustments to net income attributable to ordinary shares" and the 
adjustments to reconcile
       net income to non-GAAP net income.
3.     Your presentation of total segments adjusted EBITA on pages 131 and 135 
appears to be
       a non-GAAP measure and should be reconciled to its most directly 
comparable GAAP
       measure. However, once reconciled it would appear such measure may 
include
       adjustments that are inconsistent with the applicable non-GAAP guidance. 
In this regard,
       adjusting for corporate    unallocated    expenses appears to present a 
non-GAAP measure
       that excludes normal, recurring, cash operating expenses. Therefore, 
please revise to
       remove this measure from your filings. Refer to Item 10(e)(1)(i)(B) of 
Regulation S-K
       and Questions 104.04 and 100.01 of the Non-GAAP Financial Measures 
Compliance
       and Disclosure Interpretations.
        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 Valeria Franks at 202-551-7705 or Suying Li at 
202-551-3335 with any
questions.



                                                           Sincerely,

                                                           Division of 
Corporation Finance
                                                           Office of Trade & 
Services