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                              March 4, 2021

       Peng Shen
       Chief Executive Officer
       Waterdrop Inc.
       Block C, Wangjing Science and Technology Park
       No. 2 Lize Zhonger Road, Chaoyang District, Beijing
       People   s Republic of China

                                                        Re: Waterdrop Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form F-1
                                                            Submitted February
22 2021
                                                            CIK No. 0001823986

       Dear Mr. Shen:

             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. 2 to Draft Registration Statement Submitted February 22,
2021

       The Offering, page 13

   1.                                                   After the disclosure
regarding the number of ordinary shares issued and outstanding,
                                                        please also include
disclosure regarding the outstanding options with respect to the
                                                        ordinary shares granted
under your 2018 Share Incentive Plan and indicate that those
                                                        options are not
included in the number of outstanding ordinary shares. Please also include
                                                        disclosure in the risk
factor "Substantial future sales," at page 59, regarding the number of
                                                        outstanding options
with respect to the ordinary shares granted under your 2018 Share
                                                        Incentive Plan.
 Peng Shen
Waterdrop Inc.
March 4, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Components of Results of Operations
Operating revenue, net, page 89

2.       We acknowledge your responses to prior comments 2 and 3. Please revise
your disclosure
         consistent with your responses to indicate why first year premium
(FYP) is the key
         volume metric you use to manage your performance. In this regard,
specifically disclose
         that commissions after the first year on long-term contracts are
significantly lower than
         those in the first year and that you believe FYP is a strong indicator
of revenue because it
         better demonstrates the revenue potential you may generate for an
insurance policy.
        You may contact Mark Brunhofer at (202) 551-3638 or Michelle Miller at
(202) 551-
3368 if you have questions regarding comments on the financial statements and
related
matters. Please contact Eric Envall at (202) 551-3234 or Susan Block at (202)
551-3210 with
any other questions.



FirstName LastNamePeng Shen                                    Sincerely,
Comapany NameWaterdrop Inc.
                                                               Division of
Corporation Finance
March 4, 2021 Page 2                                           Office of
Finance
FirstName LastName