Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Securities and Exchange Commission January 22, 2008
100 F Street, N.E.
Washington, DC 20549
U.S.A.
Registration Statement on Form F-1
(Registration No. 333-147627) of
Solarfun Power Holdings Co., Ltd
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Morgan
Stanley & Co. Incorporated ("Morgan Stanley") hereby respectfully requests
acceleration of the effectiveness of the above-referenced Registration Statement
on Form F-1, as amended prior to its effectiveness, so that it will become
effective at 2:00 PM Eastern time on January 23, 2008 or as soon thereafter as
is practicable. This request supersedes Morgan Stanley's acceleration request
dated and filed with the Securities and Exchange Commission (the "Commission")
on January 17, 2008.
By this request, Morgan Stanley confirms that it is aware of its
responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934, as amended, as they relate to the securities specified in the
above-captioned registration statement, and acknowledges the following:
1. should the Securities and Exchange Commission (the "Commission") or 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;
2. the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve Morgan Stanley
from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and
3. Morgan Stanley 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.
* * * * *
Very truly yours,
Morgan Stanley & Co. Incorporated
By: /s/ Rizvan Dhalla
-----------------------------
Name: Rizvan Dhalla
Title: Managing Director
cc: James Lin
Davis Polk & Wardwell