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                              July 21, 2023

       Donghao Yang
       Chief Financial Officer
       Yatsen Holding Ltd
       Building No. 35, Art Port International Creation Center
       No. 2519 Xingang East Road, Haizhu District
       Guangzhou 510330
       People   s Republic of China

                                                        Re: Yatsen Holding Ltd
                                                            Form 20-F for the
Year Ended December 31, 2022
                                                            Filed April 26,
2023
                                                            File No. 001-39703

       Dear Donghao Yang:

              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 Year Ended December 31, 2022

       Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspection, page 168

   1.                                                   We note your statement
that you reviewed the Company   s register of members and public
                                                        filings made by your
shareholders in connection with your required submission under
                                                        paragraph (a). 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
 Donghao Yang
Yatsen Holding Ltd
July 21, 2023
Page 2
      consolidated foreign operating entities are officials of the Chinese
Communist Party. For
      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.    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 confirm, if
           true, that you have disclosed 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.
Alternatively, provide
           this information in your supplemental response.
          With respect to (b)(3) and (b)(5), please provide the information
required by (b)(3)
           and (b)(5) for you and all of your consolidated foreign operating
entities in your
           supplemental response.
4.    With respect to your disclosure pursuant to Item 16I(b)(5), we note that
you have included
      language that such disclosure is    to our 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.
        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 Andrew Mew at
202-551-3377
with any questions.




                                                           Sincerely,
FirstName LastNameDonghao Yang
                                                           Division of
Corporation Finance
Comapany NameYatsen Holding Ltd
                                                           Disclosure Review
Program
July 21, 2023 Page 2
cc:       Yuting Wu
FirstName LastName