October
21, 2009
VIA EDGAR AND
FACSIMILE
Division
of Corporation Finance
United
States Securities and Exchange Commission
100 F
Street, N.E.
Mail Stop
6010
Washington,
D.C. 20549
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Attention:
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H.
Roger Schwall
Parker
Morrill
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Re:
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American
Dairy, Inc. (the “Registrant”)
Registration
Statement on Form S-1, as amended
(File
No. 333-161840)
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Ladies
and Gentlemen:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Registrant hereby
requests that the United States Securities and Exchange Commission (the
“Commission”) accelerate the effectiveness of the above-referenced Registration
Statement, as amended by Amendment No. 1 thereto, to 5:00 p.m., Eastern
Time, on October 23, 2009, or as soon thereafter as practicable. The
Registrant hereby authorizes both Matthew D. Adler and Andrew D. Ledbetter of
DLA Piper LLP (US), counsel for the Registrant, to make such request on our
behalf.
The
Registrant hereby acknowledges that:
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·
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should
the Commission or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the
filing;
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·
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the
action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the
Registrant from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and
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the
Registrant may not assert Staff comments and 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.
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Thank you
for your assistance. If you should have any questions, please contact
Matthew D. Adler of DLA Piper LLP (US), counsel to the Registrant, at (206)
839-4816 or his
colleague Andrew D. Ledbetter at (206) 839-4845.
| Very truly yours, | |||
| AMERICAN DAIRY, INC. | |||
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By:
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/s/ Jonathan H. Chou | |
| Jonathan H. Chou | |||
| Chief Financial Officer | |||