SecProbe.io

September 2 9, 2010

Mr. George Lai
The9 Limited
Building No. 3 690 Bibo Road
Zhang Jiang Hi -Tech Park
Pudong New Area, Pudong
Shanghai 201203 PRC
Also via fax at 86 -21-5172 -9903

Re: The9 Limited
 Form 20-F for Fiscal Year Ended December 31, 2009
Filed April 16, 2010
File No. 001 -34238

Dear Mr. Lai:

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comm ents apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comment s, we may have  additional comments.

Form 20 -F for the Year Ended December 31, 2009

Risk Factors
1. Your disclosures on page 27 indicate that the shareholders of Shanghai IT, Jun Zhu and
Yong Wang have pledged all of their equity interests in Shangai IT in fa vor of the
company under an equity pledge agreement. Please tell us whether these agreements have
been registered with the relevant governmental authorities and with the local branch of
the Administration for Industry and Commerce in China. To the extent t hat these
agreements have not been registered and/or approved, then tell us how you considered
including risk factor disclosures explaining that until such agreements are registered the
company may have limited recourse against the shareholders of Shanghai  IT should they
default on their obligations.

Mr. George Lai
The9 Li mited
September 2 9, 2010
Page 2

“Some of our subsidiaries and affiliated entity in China engage in certain business activities
beyond the authorized scope of their respective licenses…,” page 17

2. We note that Shanghai IT’s ICP license expire d on June 15, 2010.  Tell us whether you
have renewed this license with the appropriate authorities or tell us the current status of
any pending renewal process.  Also, tell us whether you have submitted any applications,
or obtained approval for bulletin board service (“BBS”) platform licenses. To the extent
that these licenses have not been obtained or renewed, tell us what impact the lack of
such licenses may have on your financial condition or results of operations and how you
considered including a dis cussion of such impact in your filing.  In addition, your
disclosures indicate that your lack of BBS platform licenses does not affect the operations
of Shanghai IT.  While this may not impact Shanghai IT’s ability to offer on -line games,
tell us how your game play activity may be impacted if the company were unable to
provide these bulletin board services to your gaming community.  In other words, tell us
how significant these message boards are to a consumer’s decision to play your game and
how your resul ts of operations may be impacted should you be unable to provide such
services.  Also, tell us how you considered enhancing your disclosures regarding the BBS
platform licenses and their impact, if any, on your operations.

“The laws and regulations gove rning the online game industry in China are developing and
subject to future changes.  If we fair to obtain or maintain…,” page 19

3. We note your discussion on page 20 of the new rule issued in June 2009, which requires
you to obtain additional approval fro m the Ministry of Culture for the issuance of virtual
currencies to users for online game services within three months.  Please clarify when
and if you obtained such approval.  To the extent that you have not yet obtained such
approval, tell us how you con sidered expanding your disclosures to indicate as such and
to include a discussion of the impact your lack of approval may have on your financial
condition or results of operations.

Consolidated Financial Statements

4. We note your discussion on pages 12 a nd 38 of the GAPP circular issued in September
2009, which in addition to prohibiting foreign investors from making investments and
engaging in online game operations services by setting up foreign -invested enterprises in
China, now also prohibits foreign investors from participating in such businesses
indirectly or in a disguised manner by establishing joint venture companies or entering
into agreements with or providing technical support to such PRC online game operation
businesses, or by inputting the us ers’ registration, account management, game cards
consumption directly into the interconnected gaming platform or fighting platform
controlled or owned by the foreign investor.  Please tell us how you factored this recent
GAPP Circular into your determinat ion that the company’s VIEs should continue to be
consolidated pursuant to the guidance in ASC 810 -10-25-38A through 38G.  In this
regard, specifically address how you considered whether these newly imposed
restrictions are so severe that they cast signifi cant doubt on The9 Limited’s ability to

Mr. George Lai
The9 Li mited
September 2 9, 2010
Page 3

direct the activities of its VIEs that most significantly impact the entity’s economic
performance.

Notes to the Consolidated Financial Statements

Note 2.  Principal Accounting Policies

Revenue Recognition, page F-16

5. We note that for your in -game premium features, revenue is recognized over the
estimated life of the premium feature or as the premium features are consumed.  Please
explain further how you determine which premium features are recognized upon
consump tion and which you recognize over the estimated life of the feature.  For those
that are recognized over the estimated life, tell us the estimated useful life or range of
useful lives used for revenue recognition purposes and explain how you determined suc h
lives.  Also, tell us how you considered disclosing this information in your financial
statement footnote disclosures.

Note 4. Impairment and charges related to expiration of WoW license, page F -23

6. We note the company took impairment charges during the  years ending December 31,
2008 and 2009 related to the expiration of the WoW license on June 9, 2009.  It is unclear
from your disclosure when the company became aware that the license would not be
renewed and when that information was taken into consider ation when performing your
various impairment analyses.  In this regard, you state that the company had believed an
agreement by which you would continue to operate WoW beyond the expiration of the
existing license was imminent.  Yet it seems the charges t aken as of December 31, 2008
were assessed based on the loss of the WoW license.  In an effort to better understand the
nature and timing of certain of the impairment charges taken during both fiscal 2008 and
2009, please tell us the following as it relate s to your prepaid royalties, customer
advances, the refund plan, intangible assets and goodwill impairment charges:

 Tell us the facts and circumstances known at the time each charge was taken and
exactly when such information became known;
 Provide a time line of the various negotiations between the company and Blizzard
Entertainment from April 2008 to March 2009 and tell us the status of your
negotiations at each date;
 Explain further the consideration made to the subsequent expiration of the WoW
license for the impairments recorded as of December 31, 2008, citing the accounting
guidance followed;
 For charges taken on the same assets or similar types of assets in both years, please
tell us the changes in estimates and assumptions used in your assessments a nd
analyses from 2008 to 2009;

Mr. George Lai
The9 Li mited
September 2 9, 2010
Page 4

 Specific to the refund plan, please explain to us why the face value of the cards would
differ from the amount recorded for the sale and result in additional cost of services;
and
 Specific to goodwill, please clarify how you factored the loss of the WoW license
into your December 31, 2008 impairment analysis.  In this regard, the disclosures in
your 2008 Form 20 -F indicate that goodwill was deemed recoverable at December
31, 2008 based on an impairment test that included the o perating cash flow generated
from WoW during the period from January  1, 2009 to June  6, 2009.  Explain further
how you were reasonably able to conclude goodwill was not impaired at such time
given the short period of time for which you were able to project  cash flows.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statem ent from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Melissa Kindelan  at (202) 551 -3564  if you have questions regarding
comments on the financial statements and re lated matters.  Please contact me at (202) 551 -3499
with any other questions.

Sincerely,

Kathleen Collins
Accounting Branch Chief