SecProbe.io

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      			November 10, 2005

Mail Stop 6010

Zhengrong Shi
Chief Executive Officer
Suntech Power Holdings Co., Ltd.
17-6 Changjiang South Road
New District, Wuxi
Jiangsu Province 214028
People`s Republic of China

      Re:	Suntech Power Holdings Co., Ltd.
      Registration Statement on Form F-1
      Filed on November 1, 2005
      File No. 333-129367

Dear Mr. Shi:

      We have reviewed your submission and have the following
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.  Please 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.
After
reviewing this information, we may raise additional comments.

      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 F-1

Corporate Structure, page 3

1. We note your response to comment 2 included in your
correspondence
dated November 1, 2005.  As previously communicated to you, we are
continuing to evaluate your response to our comment.

Management`s Discussion and Analysis, page 38

Share-based Compensation Expenses, page 43

2. You state that the fair value of the ordinary shares at the
date
of grant was determined using a valuation by an independent
valuation
firm.  Expand your disclosure to remove all reference to such here
and elsewhere, as necessary, and include the procedures performed
by
management to determine the validity of the appraisal.
Alternatively, disclose the name of the expert and include the
consent of the expert.

Annual Financial Statements

Consolidated Statements of Income, page F-4

3. Basic and diluted EPS should be presented on the face of the
income statement rounded to the nearest cent, in order not to
imply a
greater degree of precision than exists. Please revise your filing
here and elsewhere, as necessary, to remove decimals that are
beyond
two places.

Interim Financial Statements

Consolidated Balance Sheet, page F-21

4. Please refer to our prior comment 11.  Please revise to provide
pro forma earnings per share, basic and diluted, assuming
conversion
of the Preferred Stock for the year ended December 31, 2004.

Note 12:  Capital Structure, page F-37

5. Please refer to our prior comment 12.  We note your revised
disclosure that retained earnings of $4,999,998 was appropriated
and
declared as the registered capital of Wuxi Suntech and therefore
unavailable for distribution as a normal dividend.  It is unclear
to
us the nature of the restriction on your consolidated retained
earnings and how your revised disclosure complies with US GAAP.
Please revise or advise us.

Note 13:   Share Options, page F-37

Options to Non-Employees, page F-37

6. You state in your response that a group of investors,
consisting
of MP and the MP transferees, provided the bridge loan financing
in
the amount of $8 million that was used to fund the down payments
on
the share purchases of Suntech China.  You further state that the
loan was subsequently converted into 22.5 million shares of
Suntech
BVI and also, that stock options were issued to the investors at a
fair market value of $2.3077 on May 6, 2005.  Based on your
current
disclosure it would appear that you should have reflected a
beneficial conversion feature at the time you recorded the bridge
financing on the books of Suntech BVI.  In this regard, tell us
how
you have accounted for the bridge financing and the related
beneficial conversion feature.  Refer to guidance in EITF 98-5 and
EITF 00-27.  We may have further comment based on your response.

7. Please refer to our prior comment 10. Please revise this note
to
clarify for the reader the date of the bridge loan, rate of
interest
charged, conversion date, maturity date and conversion features of
the loan, such as repayment of cash or shares.

Note 21:  Subsequent Events, page F-41

8. We note your response to comment 13 in your correspondence
dated
October 28, 2005. In light of the fact you have granted stock
options
to acquire 5,910,000 ordinary shares to certain directors and
employees on September 5, 2005 and your initial submission to us
was
filed on September 23, 2005, please respond to the following:

* Tell us the individual and number of options issued that
comprise
the group of individuals awarded stock options on September 5,
2005.

* Tell us the preliminary pricing range discussed with the
underwriters and indicate when these discussions were held.

* You state that you have entered into multiple agreements to
purchase manufacturing equipment for four additional manufacturing
lines in September and October 2005.  Please tell us why this
information was not considered at the time the independent
valuation
was performed to determine the fair value of the options.  Please
advise us of the potential impact these arrangements had on
determining the IPO range.

* We note that several of your raw material agreements were
renewed
or entered into in October 2005.  Please tell us when you started
negotiating with these suppliers and why the impact of these
arrangements would not have been considered in the valuation
performed.

* In your discussion of target markets, it does not appear that
any
significant event occurred in Germany or China during the
September
to October 2005 time frame.  The general conditions you noted
appear
to have been in existence in September and were previously noted
in
your filing.  Please tell us the factors that specifically
contributed to the increase in value subsequent to the valuation
date.

9. Please tell us and revise your Management`s Discussion and
Analysis to provide the following additional disclosures:

* Provide a discussion of the significant factors, assumptions and
methodologies used in determining fair value for those options
granted on September 5, 2005.

* A discussion of each significant factor contributing to the
change
in fair value as of September 5, 2005, the date of grant, and the
estimated IPO price.  Indicate any changes in your business that
would indicate there has been a change in the value of your
business
that was not available at the time the valuation was performed on
September 5, 2005.

* Disclose the intrinsic value of the outstanding vested and
unvested
options based on the estimated IPO price and the options
outstanding
as of the most recent balance-sheet date.

      As appropriate, please amend your registration 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
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that 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 the
filing includes all information required under the Securities Act
of
1933 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration 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.

      You may contact Praveen Kartholy at (202) 551-3778 or
Michele
Gohlke at (202) 551-3327 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Eduardo
Aleman at (202) 551-3646 or me at (202) 551-3800 with any other
questions.

      					Sincerely,

      					Peggy Fisher
      Assistant Director

cc (via facsimile):  David T. Zhang

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Zhengrong Shi
Suntech Power Holdings Co., Ltd.
November 10, 2005
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