DEER CONSUMER PRODUCTS, INC.

Area 2, 1/F, Building M-6,

Central High-Tech Industrial Park, Nanshan,

Shenzhen, China 518057

(86) 755-8602-8285

August 24, 2011

VIA EDGAR

Larry Spirgel

Assistant Director

Division of Corporation Finance

Mail Stop 3720

U.S. Securities and Exchange Commission

100 F. Street, N.E.

Washington, DC 20549

Re:          Deer Consumer Products, Inc.

Annual Report on Form 10-K for the fiscal year ended December 31, 2010

Filed March 10, 2011; File No. 1-34407

Supplemental Response provided on July 12, 2011

Dear Mr. Spirgel:

This letter responds to the comment letter, dated August 10, 2011, to Deer Consumer Products, Inc. (the “Company”) regarding the above-captioned filing and supplemental response of the Company. Please note that, for the Staff’s convenience, the Company has reproduced each of the Staff’s comments and the Company’s response to each comment follows immediately thereafter.

Form 10-K for Fiscal Year ended December 31, 2011

Industry Overview, page 2

1. We note your response to comment four from our letter dated June 7, 2011, but do not see where the cites you have provided as translations of the CCID Consulting Report support the statistics provided on page 2 under "Industry Overview." Please advise or revise.

Response:

Copies of each source used to support the statistics provided on page 2 under “Industry Overview” are enclosed as Exhibit 1 herewith. These sources have been clearly marked to highlight the information contained in the Company’s Form 10K and have been cross-referenced to the Company’s filing.

The Company will remove the content related to the statistics identified by numbers 1, 2 and 5 on Exhibit 1 enclosed herewith.

Mr. Larry Spirgel

U.S. Securities and Exchange Commission

August 24, 2011

Page 2 of 7

Sales and Marketing, page 3

2. We note your response to comments five and eight from our letter dated June 7, 2011. Please address whether you took additional steps with regard to sales and marketing efforts beyond those included in your proposed response that resulted in your sales increasing through traditional channels from $11,450,788 in 2009 to $58,734,807 in 2010, and through non-traditional channels from $2,928,336 in 2009 to $18,162,298 in 2010.

Response:

The Company proposes to add to the disclosure proposed in response to comment 5 and 8, in the Company’s response dated July 12, 2011, the disclosure underlined below in accordance with the Staff’s comment.

“The increase in sales and distribution of our Deer brand (德尔) products to the China domestic market in 2010 was attributable to our establishing a direct sales channel presence at domestic retail stores across China, such as Gome, SuNing and Rainbow Department Stores. The presence of our products on the shelves of these large and well-known nationwide retailers provided our products with a high degree of visibility throughout China. We also hire in-store promoters to directly introduce our products to in-store customer traffic. In addition, we increased our direct advertising in subways, taxi stations, building elevators and industry magazines in highly populated cities of China, including Beijing and Guangzhou, and renovated our showroom in Shenzhen, which displays a wide variety of our products.

All of these marketing efforts resulted in an increase in the Company’s sales through traditional and non-traditional channels. Our sales through traditional channels, including retail stores such as Gome and SuNing, expanded to $58,734,807 in 2010 from $11,450,788 in 2009. In addition, our sales through non-traditional channels, such as hospitality, restaurant and commercial channels, increased to $18,162,298 in 2010 from $2,928,336 in 2009.”

Intellectual Property, page 5

3. We note your response to comment eleven from our letter dated June 7, 2011. Please revise your disclosure here, and at the risk factor "Winder may only have a perpetual, exclusive, worldwide and royalty-free license to use the patents and trademarks used in its business," to clarify that Winder has taken no steps to register the transfer, and as such, has the license only that you describe, as opposed to may have. Please further clarify, if true, that Winder has no intent to register the transfer. Further, within the body of your risk factor, you state that the license ''may not be cancelled by the licensor ... until such time as the ownership of such patents and trademarks are effectively transferred to Winder," which statement appears to conflict with the concluding sentence of the risk factor stating, "However, if any of the licensors unilaterally terminates or repudiates the supplemental agreements, our business may be adversely affected as Winder may have to litigate or arbitrate to retain such license rights." To the extent that Winder has no intent of pursuing transfer of the ownership of the patents and trademarks, please remove disclosure suggesting uncertainty in this regard. Finally, advise us why you believe that the supplemental agreement entered into between the company and the licensors would be subject to arbitration and/or litigation, given your statement that, "In the absence of such registration (with the State Intellectual Property Office of the PRC and the China Trademark Office), the transfer would be ineffective under PRC Law."

Mr. Larry Spirgel

U.S. Securities and Exchange Commission

August 24, 2011

Page 3 of 7

Response:

The Company proposes to revise its Intellectual Property Section in accordance with the Staff’s comment by adding the underlined disclosure and removing the crossed out words as set forth below.

“We and our subsidiaries have historically licensed the right to use patents from various parties, including from our Chairman and Chief Executive Officer, Ying He, his brother, Famin He, Shenzhen De Mei Long Electric Appliances Co., Ltd. and Shenzhen Kafu Industrial Co., Ltd. In December 2008, we entered into transfer agreements that intended to transfer the ownership of patents and trademarks used by us from Messrs. He and He, Shenzhen De Mei Long Electric Appliances Co., Ltd. and Shenzhen Kafu Industrial Co., Ltd., to Winder. Winder has entered into a supplemental agreement to these transfer agreements to clarify that a license of the use of the patents and trademarks to Winder has a license to use the patents and trademarks and which will continue on a perpetual, exclusive, world-wide and royalty-free basis, and which may not be cancelled by the licensor or grantor until the registration of the ownership transfers of the patents and trademarks becomes effective. Because the Company has been relying on this license, which is sufficient to grant all rights necessary for the Company to conduct its operations, it has not taken any steps to register the transfer of the above mentioned patents and trademarks, nor does it intend to do so.”

The Company proposes to revise the risk factor "Winder may only have a perpetual, exclusive, worldwide and royalty-free license to use the patents and trademarks used in its business," in accordance with the Staff’s comment by adding the underlined disclosure and removing the crossed out words as set forth below.

“Winder may has only have a perpetual, exclusive, worldwide and royalty-free license to use the patents and trademarks used in its business.”

Mr. Larry Spirgel

U.S. Securities and Exchange Commission

August 24, 2011

Page 4 of 7

We and our subsidiaries have historically licensed the right to use patents and trademarks from various parties, including from our Chairman and Chief Executive Officer, Ying He, his brother, Famin He, Shenzhen De Mei Long Electric Appliances Co., Ltd. and Shenzhen Kafu Industrial Co., Ltd. In December 2008, we entered into transfer agreements that intended to transfer patents and trademarks used by us from Messrs. He and He, Shenzhen De Mei Long Electric Appliances Co., Ltd. and Shenzhen Kafu Industrial Co., Ltd., to Winder. Any transfer of the ownership of such patents and trademarks requires that the transfer agreements be registered with the State Intellectual Property Office of the PRC and the China Trademark Office under the State Administration of Industry and Commerce of the PRC, respectively. In the absence of such registration, the transfers would be ineffective under PRC law. To clarify the transfer and safeguard our right to use these patents and trademarks, Winder has entered into a supplemental agreement to such transfer agreements whereby the original intellectual property holders clarify that a transfer of ownership was intended and that their license of the use of the patents and trademarks to Winder has a license to use the patents and trademarks and which will continue on a perpetual, exclusive, world-wide and royalty-free basis, and which may not be cancelled by the licensor or grantor until such time as the ownership of such patents and trademarks are effectively transferred to Winder. This license is set forth in a supplemental agreement entered into between the Company and the aforementioned licensors on November 19, 2009, and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2009.   Because the Company has been relying on such license, which is sufficient to grant all rights necessary for the Company to conduct its operations, it has not taken any steps to register  the transfer of the above mentioned patents and trademarks, nor does it intend to do so.”

However, if any of the licensors unilaterally terminates or repudiates contests the supplemental agreement, our business may be adversely affected as Winder may have to litigate or arbitrate to retain such license rights.”

Consistent with the Company’s proposed revisions to its Intellectual Property section and related risk factor, the Company believes that the supplemental agreement entered into between the company and the licensors would be subject to arbitration and/or litigation in the event the licensors decide to contest the license.

 The acquisition by Deer International of Winder in 2008 may require further approval, page 13

4. We note your response to comment 18 from our letter dated June 7, 2011. Please revise to more precisely identify and discuss the risks to the company's structure and operations if it is determined that MOFCOM approval for the April 2008 acquisition of Winder by Deer International was, in fact, required.

Response:

The Company proposes to add to the risk factor, proposed in response to comment 15 in the Company response dated July 12, 2011, the disclosure underlined below in accordance with the Staff’s comment.

“The acquisition by Deer International of Winder in 2008 may require further approval.

Mr. Larry Spirgel

U.S. Securities and Exchange Commission

August 24, 2011

Page 5 of 7

On April 1, 2008, Deer International acquired 100% of the equity interest in Winder from 50HZ Electric Limited. While the Company believes that the April 2008 acquisition of Winder by Deer International did not require approval from the PRC Ministry of Commerce, or MOFCOM, the application and implementation of the Regulation on Mergers and Acquisition of Domestic Companies by Foreign Investors, or M&A Regulations, is unclear and subject to differing interpretations. The M&A Regulations have a particular provision which requires MOFCOM’s approval if a PRC domestic non-foreign-invested enterprise or natural person acquires an affiliated PRC company in the name of an offshore enterprise established or controlled by such enterprise or person. Ying He, our Chairman and Chief Executive Officer, his brother FaMin He and Bao Zhi Li, shareholders of the Company, simultaneously controlled Deer International and 50HZ Electric Limited at the time of Deer International’s acquisition of Winder from 50HZ Electric Limited.

The Company has obtained a legal opinion from its PRC counsel, GuangDong Tuo Jin Law Firm, stating that MOFCOM approval of the April 2008 acquisition of Winder by Deer International was not required. In addition, the transaction was approved by the Economic Development Bureau of Yangjiang High-tech Industry Development Zone. If it is subsequently determined that that approval of MOFCOM is required, the approval that 50HZ Electric Limited obtained from the Yangjiang Hi-Tech Zone may be deemed incomplete and the transferee, namely Deer International, may need to obtain further approval from MOFCOM. MOFCOM could also invalidate the April 2008 acquisition of Winder by Deer International, in which case, we would have to find a way for Deer International to re-establish control of Winder’s business operations through a series of contractual arrangements rather than an outright purchase. We cannot assure you that any such contractual arrangements will be protected by PRC law or that Deer International can receive as complete or effective economic benefit and overall control of Winder than if Deer International had direct ownership of Winder. In addition, we cannot assure you that any such contractual arrangements can be successfully effected under PRC law. If we cannot obtain MOFCOM or CSRC approval if required by the PRC regulatory authorities to do so, and if we cannot put in place or enforce relevant contractual arrangements as an alternative and equivalent means of control of Winder, our business and financial performance will be materially adversely affected.

We operate in the PRC through our WFOE status initially approved by the local office of the PRC Ministry of Commerce, page 15

5. We note your response to comment 23 from our letter dated June 7, 2011. Please revise to address with more specificity the impact upon your business in China should you lose your WFOE status for any reason.

Response:

The Company proposes to add to the risk factor, proposed in response to comment 23 in the Company response dated July 12, 2011, the disclosure underlined below in accordance with the Staff’s comment.

Mr. Larry Spirgel

U.S. Securities and Exchange Commission

August 24, 2011

Page 6 of 7

“We operate in the PRC through our WFOE status initially approved by the local office of the PRC Ministry of Commerce (“MOFCOM’s Local Counterpart”). However, we cannot warrant that such approval procedures will continue to be considered completely satisfied should there be changes in laws or government interpretations. If we lose our WFOE status for any reason, our business in China may be negatively impacted.

Our operating entities in the PRC have received initial approval for WFOE status from the Yangjian Administration for Industry & Commerce, or MOFCOM’s Local Counterpart. The Company believes it is currently in compliance with the MOFCOM’s requirements to maintain its PRC subsidiaries’ WFOE status and is not aware of any change in interpretations or differences in understandings with respect to WFOE approval procedures that would jeopardize the approval. However, we cannot assure you that such approval procedures or understanding will not change in the future.

If in the future our PRC subsidiaries lose their WFOE status, we would have to find a way to re-establish control of our PRC operations through a series of contractual arrangements rather than an outright purchase. We cannot assure you that any such contractual arrangements will be protected by PRC law or that we can receive as complete or effective economic benefit and overall control of our PRC subsidiaries. In addition, we cannot assure you that any such contractual arrangements can be successfully effected under PRC law. If we cannot put in place or enforce relevant contractual arrangements as an alternative and equivalent means of control of our PRC subsidiaries, our business and financial performance will be materially and adversely affected.”

Operating Expenses, page 23

6. We note your response to comment 33 from our letter dated June 7, 2011, however your selling expenses broken down individually exceed the total increase for the year of $5.6 million. Please advise or revise.

Response:

The Company proposes to revise the disclosure proposed in response to comment 33 from the Staff’s letter dated June 7, 2011, to include the disclosure underlined below in accordance with the Staff’s comment.

“Selling, general and administrative expenses for 2010 were $13.7 million, an increase of $7.8 million or 131.2% from $5.9 million for 2009. Selling expenses for 2010 increased by 157.7% or $5.6 million in comparison to 2009 due to our significant increase in revenue. These selling expenses included advertising, freight, designing, exhibition and promotion efforts to expand our market presence and increase brand awareness.  Advertising expenses increased $0.18 million or 405%. Freight and related expenses increased $2.89 million or 133%. Designing expenses increased $0.08 million or 513%. Promotion and marketing expense increased $0.60 million or 76%. Travel and related expense increased $0.32 million or 162%. Exhibition expenses increased $0.08 million or 86%. The compensation paid to employees in our sales department also increased by $1.09 million, or 231%, due to the payment of increased sales commissions.”

Mr. Larry Spirgel

U.S. Securities and Exchange Commission

August 24, 2011

Page 7 of 7

Financial Statements

Revenue Recognition, page F-11

7. We note your response to comment 41 of our letter dated June 7, 2011. Please disclose how you account for commission payable to in-store promotional staff and advise us. Also, please indicate how you report this item in your financial statements.

Response:

The Company proposes to add the disclosure underlined below in Note 2 to the consolidated financial statements and to the Selling, General and Administrative Expenses section of its MD&A in accordance with the Staff’s comment.

“Cost of Goods Sold and Selling, General and Administrative Expenses

The Company includes expenses in either cost of goods sold or selling, general and administrative categories based upon the natural classification of the expenses. Cost of goods sold includes expenses associated with the acquisition, inspection, manufacturing and receiving of materials for use in the manufacturing process. These costs include inbound freight charges, purchasing and receiving costs, inspection costs, warehousing costs, internal transfer costs as well as depreciation, amortization, wages, benefits and other costs that are incurred directly or indirectly to support the manufacturing process. Selling, general and administrative includes expenses associated with the distribution of our products, sales effort including commissions payable to in store promotional staff, administration costs and other costs that are not incurred to support the manufacturing process. The Company records distribution costs associated with the sale of inventory as a component of selling, general and administrative expenses in the Statements of Consolidated Income. These expenses include warehousing costs, outbound freight charges and costs associated with distribution personnel.”

Should you or others have any questions or would like additional information, please contact Robert Newman, Counsel to the Company, at (212) 227-7422 or by fax at (212) 202-6055.

Very truly yours,

/s/ Ying He                                                              

Ying He

Chief Executive Officer

Enclosures

cc: Robert Newman, Newman & Morrison LLP