August 30, 2019

William Lei Ding
Chief Executive Officer
Youdao, Inc.
No. 399, Wangshang Road, Binjiang District
Hangzhou 310051
People's Republic of China

       Re: Youdao, Inc.
           Amendment No. 1 to
           Draft Registration Statement on Form F-1
           Submitted August 20, 2019
           CIK No. 0001781753

Dear Mr. Ding:

      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. 1 to Draft Registration Statement on Form F-1

Prospectus Summary
Our History and Corporate Structure, page 4

1.     We have considered your response to prior comment 4 that the disclosure
requested has
       been provided at various locations throughout the prospectus. Given the
significant
       implications to the company and its shareholders regarding your use of a
VIE structure
       governed by foreign regulatory regimes, we encourage you to provide the
requested
       disclosure in one location to provide a summary for investors who are
not experts in VIE
       structures and PRC law. Please revise as appropriate.
 William Lei Ding
Youdao, Inc.
August 30, 2019
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Factors Affecting Our Results of Operations
Our ability to manage our costs and expenses effectively, page 87

2.       We note your response to prior comment 17. Please address how the
substantially greater
         number of, and larger proportionate increase in, total student
enrollments compared to
         paid student enrollments in Youdao Premium Course has impacted your
costs and
         expenses for each period. For example, discuss the costs related to
the number of faculty,
         number of courses, course materials, etc., needed to support your free
and low price
         courses. Discuss trends in this area and how you intend to manage
these costs and
         expenses as your enrollment continues to grow.
3.       We note your response to prior comment 19. Disclose with greater
specificity how you
         anticipate achieving operational synergies and cost savings as you
integrate your recent
         acquisitions.
Note 2. Summary of Significant Accounting Policies
(m) Revenue Recognition, page F-20

4.       From your response to prior comment 31, it appears you provide
advertising planning
         services by advising customers to optimize delivery strategies, choose
delivery channels
         and spaces, and select key words, etc., for the different formats of
advertisement. With
         regard to your Online marketing services, please revise to more fully
describe the nature
         your advertising planning services. Please also revise to clarify if
you consider them to be
         separate performance obligations in your contracts or part of your
obligations to fulfill the
         delivery of various formats of advertisement on your own or partner
websites, and tell us
         how you arrived at that conclusion. Refer to ASC 606-10-50-12.
5.       Furthermore, please tell us and disclose when the contractual
performance obligations are
         satisfied and how you determine the amount of revenue to be
recognized. For
         performance obligations satisfied over time, describe in greater
detail the input methods
         used and how those methods are applied. Refer to ASC 606-10-50-18.
        You may contact Joseph Cascarano, Staff Accountant, at (202) 551-3376
or Robert S.
Littlepage, Accountant Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Joshua
Shainess,
Attorney-Adviser, at (202) 551-7951 or Kathleen Krebs, Special Counsel, at
(202) 551- 3350
with any other questions.



FirstName LastNameWilliam Lei Ding                             Sincerely,
Comapany NameYoudao, Inc.
August 30, 2019 Page 2                                         Division of
Corporation Finance
FirstName LastName                                             Office of
Telecommunications