CORRESP 1 filename1.txt [COMPANY LETTER HEAD] August 3, 2007 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Karen J. Garnett, Assistant Director Mr. Duc Dang, Attorney Advisor RE: E-HOUSE (CHINA) HOLDINGS LIMITED REGISTRATION STATEMENT ON FORM F-1 (REGISTRATION NO.: 333-144451) REGISTRATION STATEMENT ON FORM 8-A (REGISTRATION NO.: 001-33616) Dear Ms. Garnett and Mr. Dang: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, E-House (China) Holdings Limited (the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "F-1 Registration Statement") be accelerated to 12 p.m., New York City time, on August 7, 2007, or as soon thereafter as practicable. The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the "Registration Statements"). If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's US counsel, Latham & Watkins LLP. The Company understands that Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the prospective underwriters of the offering, have joined in this request in a separate letter delivered to you today. [COMPANY LETTER HEAD] The Company hereby acknowledges the following: - should the Securities and Exchange Commission (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; - 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 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. [Signature page follows] [COMPANY LETTER HEAD] Very truly yours, By: /s/ Li-Lan Cheng ------------------------------------ Name: Li-Lan Cheng Title: Chief Financial Officer