XIN [Xinyuan Real Estate] CORRESP: [Xinyuan Letterhead] October 1, 2014 Mr. Terence O’Brien

[[Xinyuan Letterhead] October 1, 2014 Mr. Terence O’Brien Accounting Branch Chief Division of Corporation Finance Re: Xinyuan Real Estate Co., Ltd. File No. 1-33863 Dear Mr. O’Brien: We have addressed each of the Staff’s comments in the order presented in the Comment Letter. For ease of reference, we have included each Staff comment in bold and inserted our response after]

XIN [Xinyuan Real Estate] 6-K: (Original Filing)

[XINYUAN REAL ESTATE CO., LTD. 2014 RESTRICTED STOCK UNIT PLAN 1 Purpose. The purpose of the Xinyuan Real Estate Co., Ltd. 2014 Restricted Stock Unit Plan (the "Plan") is to secure for Xinyuan Real Estate Co., Ltd., a Cayman Islands holding company and its successors and assigns (the "Company"), and its stockholders, the benefits of the additional incentive inherent in] []

XIN [Xinyuan Real Estate] 6-K: XINYUAN REAL ESTATE CO., LTD. 2014 RESTRICTED STOCK

[XINYUAN REAL ESTATE CO., LTD. 2014 RESTRICTED STOCK UNIT PLAN 1 Purpose. The purpose of the Xinyuan Real Estate Co., Ltd. 2014 Restricted Stock Unit Plan (the "Plan") is to secure for Xinyuan Real Estate Co., Ltd., a Cayman Islands holding company and its successors and assigns (the "Company"), and its stockholders, the benefits of the additional incentive inherent in] []

XIN [Xinyuan Real Estate] 6-K: (Original Filing)

[Xinyuan Real Estate Co., Ltd. Announces SECOND Quarter 2014 FINANCIAL RESULTS BEIJING, China, August 15, 2014 Highlights for the Second Quarter 2014 · Total gross floor area (“GFA”) sales were 149,600 square meters, a 17.7% increase from 127,100 square meters sold in the first quarter of 2014, and a 1.6% increase from 147,200 square meters sold in the second quarter] []

XIN [Xinyuan Real Estate] 6-K: (Original Filing)

[Xinyuan Real Estate Co., Ltd. Announces Appointment of Chief Financial Officer Beijing, June 30, 2014 - Xinyuan Real Estate Co., Ltd. (“Xinyuan” or the “Company”) (NYSE: XIN), a residential real estate developer with a focus on high growth cities in China, today announced the appointment of Dr. Manbo He as its new chief financial officer, effective June 30, 2014. ,] []

XIN [Xinyuan Real Estate] 6-K: Xinyuan Real Estate Co., Ltd. Announces Appointment of

[Xinyuan Real Estate Co., Ltd. Announces Appointment of Chief Financial Officer Beijing, June 30, 2014 - Xinyuan Real Estate Co., Ltd. (“Xinyuan” or the “Company”) (NYSE: XIN), a residential real estate developer with a focus on high growth cities in China, today announced the appointment of Dr. Manbo He as its new chief financial officer, effective June 30, 2014. ,] []

XIN [Xinyuan Real Estate] 6-K: (Original Filing)

[Xinyuan Real Estate Co., Ltd. Announces FIRST Quarter 2014 FINANCIAL RESULTS -- 1Q14 Contract Sales Exceeds Mid-Point of Previous Guidance by 20.4%-- --1Q14 Revenue Exceeds Mid-Point of Previous Guidance by 14.6%-- BEIJING, China, May 16, 2014/PRNewswire/ Highlights for the First Quarter 2014 · Total first quarter revenues were US$226.4 million, a 21.7% decrease from US$289.2 million recorded in the fourth] []

XIN [Xinyuan Real Estate] 20-F: (Original Filing)

[Table of Contents Page Introduction] [EXECUTION VERSION INDENTURE SUPPLEMENT NO. 2 dated as of February 12, 2014 among Citicorp International Limited as Trustee, Citicorp International Limited as Shared Security Agent, XINYUAN REAL ESTATE CO., LTD . and The entities listed in Schedules I hereto as the Subsidiary Guarantors 13.25 % Senior Notes Due 2018 RECITALS WHEREAS, the Company, the Subsidiary Guarantors party thereto and the] [Xinyuan Real Estate Co., Ltd. List of Subsidiaries as of March 31, 2014 Company Name Jurisdiction of Incorporation Xinyuan Real Estate, Ltd. Cayman Islands Xinyuan International Property Investment Co., Ltd. Cayman Islands Xinyuan International (HK) Property Investment Co., Limited. Hong Kong XIN Development Group International Inc. South Glory International Ltd. Hong Kong Victory Good Development Ltd. Hong Kong Elite Quest] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Xinqi Wang, certify that: 1 I have reviewed this Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Helen Zhang, certify that: 1 I have reviewed this Annual Report on Form 20-F of Xinyuan Real Estate Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER Xinqi Wang Chief Executive Officer] [CERTIFICATION OF CHIEF FINANCIAL OFFICER Helen Zhang Interim Chief Financial Officer (Principal Financial Officer)] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement and related Prospectus (Form F-3 No. 333-192046) of Xinyuan Real Estate Co., Ltd., and (2) Registration Statement (Form S-8 No. 333-152637) pertaining to the Xinyuan Real Estate Co., Ltd. 2007 Equity Incentive Plan and the Xinyuan Real Estate]

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