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    Unassociated Document

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    June 18,
2010

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Mail
Stop: 3561

    Washington,
D.C. 20549

    Attention:  David
R. Humphrey, Branch Chief

              Re:

              China
      Green Agriculture, Inc.

    Form 10-K for the fiscal year ended
June 30, 2009

    File No.: 001-34260

    Dear Mr.
Humphrey:

    China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated May 10, 2010 (the “Comment Letter”) to the
Company, with respect to the Company’s Annual Report on Form 10-K for the year
ended June 30, 2009 (the “Form 10-K”).  We hereby file via EDGAR our
response to the Comment Letter.  The text of the Staff's comments is
set forth in italics below, followed by the responses of the
Company.  Capitalized terms contained in the Company’s responses not
otherwise defined herein shall have the meaning ascribed to them in the Form
10-K.

    Form 10-K for the Fiscal
Year Ended June 30, 2009

    Notes to Consolidated
Financial Statements

    Note 14 – Income Taxes, page
F-17

              1.

              You indicated that, due to
      your non-operating status in the U.S. and tax free status in China, you
      had no deferred taxes for the fiscal year ended June 30, 2009 and 2008.
      However, we note that Techteam Jinong is taxed at a 15% rate. In addition,
      your disclosure in the first paragraph of Note 14 indicates that deferred
      income taxes are recognized for the tax consequences in future years of
      differences between the tax bases of your assets and liabilities and the
      related financial reporting amounts at the end of each period. As such,
      please clarify your position that you had no deferred taxes due to your
      non-operating status in the U.S. and tax free status in China. Also,
      please tell us, in detail, how your current disclosures comply with the
      disclosure requirements set forth in paragraphs 43-49 of SFAS
      109.

        1

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    Response:

    The Company accounts for income taxes
using an asset and liability approach which allows for the recognition and
measurement of deferred tax assets based upon the likelihood of realization of
tax benefits in future years. The Company has nominal deferred tax assets or
liabilities relative to its Chinese operations, and, therefore, such deferred
tax assets or liabilities are not reported.  TechTeam Jinong became
subject to income tax in China at a rate of 15% beginning January 1, 2008 as a
result of the expiration of its tax exemption on December 31, 2007, and
accordingly, it made provision for income taxes as of June 30, 2009 and 2008 of
$2,331,548 and $692,474, respectively, which is mainly due to the operating
income from TechTeam Jinong.

    Although the Company did not have any
operating income in the U.S. for the fiscal years in question, it incurred
various expenses in the U.S. including but not limited to stock exchange
application and listing fees, registration fees of the Commission, legal and
investor relations fees, professional fees payable to qualified tax consultants
and auditors and compensation expenses to the Company’s officers and independent
directors.  The Company believes that it is unlikely that it will be
able to realize the deferred tax benefits in future years. Accordingly, the
Company’s U.S. operations have deferred taxes in the form of net operating
losses (“NOLs”), but due to uncertainty about their realization, the Company has
recorded a full valuation allowance against these assets. Therefore, the Company
recorded deferred taxes, but on a net basis after the allowance the Company did
not report any deferred taxes.

               The
following is an analysis of paragraphs 43-49 of SFAS 109 as applicable to the
Company’s specific facts:

    In SFAS
109:

    43. The Company
incurred net operating losses in U.S. for fiscal year 2009 and 2008. The losses
were attributable to the fact that the Company has no profit-generating
operation in the U.S.  Instead, it paid various expenses in U.S. such
as fees for exchange listing and legal services, compensation to officers and
board directors, etc. The Company has no plan to develop any revenue operation
in the foreseeable future. As such, the Company does not expect to benefit from
any deferred tax asset as tax credit carryforward. The Company will disclose
these deferred tax assets separately in the upcoming annual report for the
fiscal year ended June 30, 2010.

    44.  The
Company does not have any unrecognized deferred tax liability
because of the exceptions stated in paragraph 44. Thus, paragraph 44 is
not applicable to the Company.

    45. The
Company has properly disclosed income tax expense attributable to continuing
operations in its historical financial statements included in its annual reports
on Form 10-K. The Company disclosed tax expense of $2.3 million and $0.7 million
for fiscal years 2009 and 2008, respectively.

        2

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

      46.  As
the Company has no revenue-generating operations in the U.S., paragraph 46 is
not applicable to the Company. The Company recorded deferred taxes in the form
of NOLs due to uncertainty about their realization.

    47.  The
Company’s revenue solely comes from continuing operations of its China-based
subsidiaries: TechTeam Jinong Humic Acid Prodcut Co. and TechTeam Jintai
Agriculture Technology Development Co. Techteam Jinong, the Company’s fertilizer
business which account for 82.1% of the Company’s revenue for the fiscal year
ended June 30, 2009, is subject to 15% income tax rate in China. Jintai, the
Company’s agriculture products business which accounted for 17.9% of the
Company’s revenue for the fiscal year ended June 30, 2009, is currently exempt
from income tax in China. In its financial statements for the year ended June
30, 2009, the Company reported consolidated pre tax income of $16.8 million with
$2.3 million income tax provision. Thus, the effective tax rate after
reconciliation with the U.S. statutory rate was 12.82%. The Company also had
various expenses incurred in the U.S., however, the U.S. operations are
non-income generating and the Company has no plans for
any  income-generating operations in the U.S. for the foreseeable
future. Therefore, on a net basis after the allowance the Company did not report
any deferred taxes.

    The table below provides detail on how
the Company reconciled its U.S. statutory tax rate with its effective tax
rate:

                                                  FY
      2008

                                                  China

                                                  United
      States

                                                  15%

                                                  34%

                                                  Total

                                                  Pretax
      income (loss)

                                                10,717,921

                                                (2,246,920
                                                )

                                                8,471,001

                                                  Expected
      incom tax expense (benefit)

                                                1,607,688

                                                15.00
                                                %

                                                (763,953
                                                )

                                                34.00
                                                %

                                                  Nontaxable
      income on Jintai

                                                (296,230
                                                )

                                                -2.76
                                                %

                                                  Nontaxable
      income on Jinong

                                                (618,984
                                                )

                                                -5.78
                                                %

                                                    Change
      in valuation allowance on deferred tax asset from US tax
      benefit

                                                763,953

                                                -34.00
                                                %

                                                  Actual
      tax expense

                                                692,474

                                                6.46
                                                %

                                                0

                                                0.00
                                                %

                                            FY
      2009

                                            China

                                            United
      States

                                            15%

                                            34%

                                            Total

                                            Pretax
      income (loss)

                                          18,188,877

                                          (1,392,907
                                          )

                                          16,795,970

                                            Expected
      incom tax expense (benefit)

                                          2,728,332

                                          15.00
                                          %

                                          (473,588
                                          )

                                          34.00
                                          %

                                            Nontaxable
      income on Jintai

                                          (366,936
                                          )

                                          -2.02
                                          %

                                            Nontaxable
      income on Jinong

                                          (29,848
                                          )

                                          -0.16
                                          %

                                              Change
      in valuation allowance on deferred tax asset from US tax
      benefit

                                          473,588

                                          -34.00
                                          %

                                            Actual
      tax expense

                                          2,331,548

                                          12.82
                                          %

                                          0

                                          0.00
                                          %

    48.  In
its Financial Statements for the years ended June 30, 2009 and 2008, the Company
reported NOLs with regard to its U.S. operations due to expenses incurred. As
the Company has no plans to develop revenue-generating operations in the U.S.,
the Company expects no recovery from such loss in the U.S. for the foreseeable
future.  In the last two fiscal years, the Company had net loss from
its U.S. operations as below:

        3

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    U.S. operations ($)

                      Year

                      Pretax Loss

                      Net Operating Loss

                      Actual Tax Expense

                      FY2008

                    (2,246,920
                    )

                    (1,263,290
                    )

                      NONE

                      FY2009

                    (1,392,907
                    )

                    (953,751
                    )

                      NONE

    With no
business plan for revenue development in the U.S., the Company is unable to
carry forward or utilize these tax credits to offset future tax liability. The
Company does not expect it will be able to realize the tax benefits and thus
does not expect to recover the loss incurred in fiscal year 2008 by fiscal year
2015, or the loss incurred in fiscal year 2009 by fiscal year 2016.

    49. In fiscal
years 2008 and 2009, the Company filed its U.S. corporation income tax returns.
The Company reported each of its companies’ income and tax in the consolidated
filing as below:

                      FY2008

                      Pretax

                      Income/(Loss)

                      Taxable

                      Income/(NOL)

                      Tax

                      Expense

                      U.S.
      operations

                    (2,246,920
                    )

                    (1,263,290
                    )

                      NONE

                      Jinong

                    8,743,052

                    4,616,493

                    692,474

                      Jintai

                    1,974,869

                    1,974,869

                      NONE

                      Consolidated

                    8,471,001

                    5,328,072

                    692,474

                      FY2009

                      Pretax

                      Income/(Loss)

                      Taxable

                      Income/(NOL)

                      Tax

                      Expense

                      U.S.
      operations

                    (1,392,907
                    )

                    (953,751
                    )

                      NONE

                      Jinong

                    15,742,639

                    15,543,660

                    2,331,549

                      Jintai

                    2,446,238

                    2,446,238

                      NONE

                      Consolidated

                    16,795,970

                    17,036,147

                    2,331,549

    In conclusion, the Company recorded
deferred taxes in the form of “NOLs” due to uncertainty about their realization.
Furthermore, as analyzed above, the Company believes it is in compliance with
the disclosure requirements set forth in paragraphs 44-49 of SFAS 109 and will
disclose its deferred tax assets separately in the incoming annual report for
the fiscal year ended June 30, 2010 to be in compliance with paragraph 43 of
SFAS 109.

              2.

              We note that you reconciled
      the U.S. statutory rate to your effective tax rate. In this regard, it is
      not clear why you used the U.S. statutory rate when all of your operations
      are conducted in the People’s Republic of China. Please
      advise.

        4

      CHINA
GREEN AGRICULTURE, INC.

      3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    Response:

    As explained in the Company’s response
to the prior co