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                               July 21, 2023

       Feng Zhou
       Chief Executive Officer
       Youdao, Inc.
       No. 399, Wangshang Road
       Binjiang District Hangzhou 310051
       People   s Republic of China

                                                        Re: Youdao, Inc.
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2022
                                                            Filed April 27,
2023
                                                            File No. 001-39087

       Dear Feng Zhou:

              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 149

   1.                                                   We note you reviewed
your register of members and the public filings made by your
                                                        shareholders, including
the Schedule 13G/A filed by Orbis Investment Management
                                                        Limited on February 14,
2023. 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).
   2.                                                   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 your board or the boards of your
                                                        consolidated foreign
operating entities are officials of the Chinese Communist Party. For
 Feng Zhou
Youdao, Inc.
July 21, 2023
Page 2
      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.
3.    With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
      language that such disclosure is    to our best knowledge.    Please
supplementally confirm
      without qualification, if true, that your articles and the articles of
your consolidated
      foreign operating entities do not contain wording from any charter of the
Chinese
      Communist Party.
4.    We note that your disclosures pursuant to Items 16I(b)(2), (b)(3),
(b)(4), and (b)(5) are
      provided for the company and your material operating entities. We also
note that your list
      of subsidiaries in Exhibit 8.1 appears to indicate that you have
subsidiaries in Hong Kong.
      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 provide 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 in your supplemental response.
          With respect to (b)(3), (b)(4), and (b)(5), please provide the
required information for
           you and all of your consolidated foreign operating entities in your
supplemental
           response.

        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 Jimmy McNamara at 202-551-7349 or Jennifer Gowetski at
202-551-3401
with any questions.



                                                           Sincerely,
FirstName LastNameFeng Zhou
                                                           Division of
Corporation Finance
Comapany NameYoudao, Inc.
                                                           Disclosure Review
Program
July 21, 2023 Page 2
cc:       Li He
FirstName LastName