SecProbe.io

Mail Stop 3561

                                                                                                     May 11, 2010
 Liang Yuan, President Origin Agritech Ltd. No. 21 Sheng Ming Yuan Road Changping District, Beijing China  10226         RE:  Origin Agritech Ltd.
               Registration Statement on Form F-3
               Filed April 22, 2010 and amended April 27, 2010                File No.  333-166236

Dear Mr. Yuan:
We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.  Afte r  reviewing this information, 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 requ irements 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 lis ted at the end of  this letter.
 Index to Exhibits

1. The exhibits index indicates th at the form of indenture will be filed after effectiveness
of the registration statement.  Please file the indenture prior to effectiveness of the
registration statement.

Exhibit 5.1 - Legal Opinion

2. Referring to paragraph 4.5 of the lega l opinion, please confirm that with each
takedown of securities you will file an amended opinion as an exhibit to the
registration statement.  Such amended legality opinion should  be rendered as of the
time of effectiveness of each takedown.

Liang Yuan
Origin Agritech Ltd. May 11, 2010 Page  2  Signatures

3. Please include the signature of the individual( s) operating in the ca pacity of principal
accounting officer or controller.  Se e Instruction 1 to the Signatures.

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite
our review.  Please furnish a c over letter with your amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities

Liang Yuan
Origin Agritech Ltd. May 11, 2010 Page  3  specified in the above registration statement.  We will act on the request and, pursuant to
delegated authority, grant accelerati on of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Janice McGuirk, examiner at (202) 551-3395 or Pam Howell, legal
reviewer at (202) 551-33 57 with any questions.

     S i n c e r e l y ,                                                                   John Reynolds,      A s s i s t a n t  D i r e c t o r

cc:  via fax to Andrew D. Hudders, Esq.                                        (212) 754-0330