SecProbe.io

October 23, 2012

Via E -mail
James Chen
Chief Financial Officer
Origin Agritech Limited
No. 21 Sheng Ming Yuan Road
Changping District, Beijing 102206

Re: Origin Agritech Limited
Form 20 -F for the Fiscal Year Ended September 30, 2011
Filed January 20, 2012
File No. 000-51576

Dear Mr. Chen :

We have reviewed your response dated September 14, 2012.   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 comments 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  comments, we may have  additional comments.

Form 20-F for the fiscal year ended September 30 , 2011

Item 5.   Operating and Financial Review and Prospects, page 48

Critical Accounting  Policies, page 54

1. While you provide disclosures with regard to goodwill impairment on page 10 of your Form 20 -
F, we believe that you should revise your future filings to provide a discussion of the p ercent age
by which fair value exceeds  carrying value for your remaining goo dwill.  Such a discussion
should provide a d escription of key assumptions underlying your determination of fair value
as well as  the uncertainty associated with the key assumptions and any potential events
and/or circumstances that could have a negative ef fect on the outcome of your impairment
test.  For guidance, please refer to Item 303(a)(3) of Regulation S -K.

James Chen
Origin Agritech Limited
October 23, 2012
Page 2

 2. Based on your response to our prior comment 1, it appears that your disclosures should also
be supplemented with a sensitivity analysis and a rel ated discussion that addresses the
potential outcomes of your impairment testing using various assumptions.
Write -down of I nventory, page 55
3. While you provide a general description of the risks that you could suffer additional
inventory write downs on page  8 of your Form 20 -F, we believe that you should revise your
future filings to provide a d escription of the key assumptions underlying your determination
of inventory amounts  as well as  the uncertainty associated with the key assumptions and any
potential events and/or circumstances that could have a negative effect  on the outcome of
your analysis.  For guidance, please refer to Item 303(a)(3) of Regulation S -K.  In particular,
we note you recognized significant write downs for each of the years presented.  In this
regard, if you expect to incur material inventory write downs on a yearly basis, please clearly
disclose this expectation.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he 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 accu racy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 Commissi on or any person under the federal securities laws of the United States.

You may contact Juan Migone at (202) 551 -3312 or me at (202) 551 -3211  if you have
any questions.

Sincerely,

 /s/ David R. Humphrey

David R. Humphrey
Accounting Branch Chief