Mail Stop 3561

                                                            July 9, 2018

Via E-mail
Weihao Xu
Chief Financial Officer
111, Inc.
3-4/F, No. 295 ZuChongZhi Road
Pudong New Area
Shanghai, 201203
The People's Republic of China

       Re:     111, Inc.
               Amendment No. 1 to
               Draft Registration Statement on Form F-1
               Submitted June 26, 2018
               CIK No. 0001738906

Dear Mr. Xu:

      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. Unless we note otherwise, our references to prior comments are to
comments in our
June 13, 2018 letter.

Summary Operating Data, pages 13 and 80

1.     We note your presentation of the metrics B2C GMV, B2C Direct Sales GMV,
B2C
       Marketplace GMV, B2B GMV, B2B Direct Sales GMV and B2B Marketplace GMV.
       For each metric, please disclose the related revenue recognized in your
financial
       statements for the periods presented.
 Weihao Xu
111, Inc.
July 9, 2018
Page 2

2.      We note your response to comments 5 and 6 and revised disclosures.
Please tell us how
        you concluded that the various GMV metrics presented here are not
non-GAAP measures
        and the disclosure requirements of Item 10(e) of Regulation S-K are not
applicable to
        these metrics. Please revise or advise.

Equity Pledge Agreement, pages 75 and F-9

3.      We note your response to comment 19 and your disclosure that the equity
pledge right
        enjoyed by WFOE will expire when Yihao Pharmacy and the Nominees have
fully
        performed their respective contractual obligations. Please explain the
contractual
        obligations discussed here and revise to clarify when they are
considered to be fully
        performed. In this regard, please disclose the contractual obligations
that must be fully
        performed before the agreement is terminated. Please also tell us what
consideration, if
        any, you have given to providing risk factor disclosure regarding the
termination of this
        agreement.

       You may contact Blaise Rhodes at (202) 551-3774 or Raj Rajan at (202)
551-3388 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at (202) 551-5833 or Brigitte Lippmann at (202) 551-3713
with any other
questions.


                                                             Sincerely,

                                                             /s/ Brigitte
Lippmann (for)

                                                             John Reynolds
                                                             Assistant Director
                                                             Office of
Beverages, Apparel, and
                                                             Mining


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