SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

        July 10, 2009

Mr. Liang Yuan
Chief Executive Officer Origin Agritech Limited No. 21 Sheng Ming Yuan Road Changping District Beijing 102206 China
Re: Origin Agritech Limited  Form 20-F for Fiscal Year Ended September 30, 2008
Filed April 3, 2009
 File No. 000-51576
Dear Mr. Yuan:
We have reviewed your filing and have the following comments.  Where indicated,
we think you should revise your document in re sponse to these comments.  If you disagree,
we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 20-F for Fiscal Year Ended September 20, 2008

Item 15 – Controls a nd Procedures, page 117

(c) Changes in internal control over financial reporting, page 120

1. We note the disclosure that there were no changes to your internal control over
financial reporting during the year ended September 30, 2008, other than the
remediation of your material weakness id entified in 2007 with respect to your
derivative accounting.  Please expand your disc losure to describe those changes in
internal control over financ ial reporting that resulted in a remediation of the 2007
material weakness with respect to your derivative accounting.

Mr. Yuan
Origin Agritech Limited
July 10, 2009
Page 2

Note 13. Borrowings, page F-29

Note 13. Convertible Notes, page F-30

2. We note the disclosure that on July 28, 2008, you entered into your first notes
repurchase agreement with Citadel to repurchase the principal amount of $18.7
million of your guaranteed senior secured c onvertible notes for a total repurchase
price of $20.0 million.  Furthermore, you indica te that the repurchase price plus the
fair value of the redemption features in excess of the carrying value of the debt
resulted in a premium which is amortized  using the effective interest method over
the remaining term of the notes.  Please tell us how you considered paragraph 21 of
APB 26 with respect to the timi ng of the loss on extinguishment.
 Exhibits

 3. Please file the notes repurchase agreemen ts with Citadel, or explain why these
agreements are not required to be filed.

* * *
 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide  us with a response.  Please understand that
we may have additional comments after re viewing your responses to our comments.
   We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a statement 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 federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all

Mr. Yuan
Origin Agritech Limited
July 10, 2009
Page 3

information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
  You may contact Yolanda Guobadia at (202) 551-3562 or Ryan Milne at (202)
551-3688 if you have questions regarding comm ents on the financial statements and
related matters.  Please c ontact Louis Rambo at (202) 551-3289 or James Lopez at (202)
551-3536 with any other questions.

Sincerely,

John Reynolds Assistant Director