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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/30/07  WSP Holdings LTD                  F-1/A                  2:937                                    Capital Systems 01/FA

Document/Exhibit                   Description                      Pages   Size 

 1: F-1/A       Amendment No. 3 to Form F-1                         HTML  4,326K 
 2: EX-1.1      Form of Underwriting Agreement                      HTML    186K 

As filed with the Securities and Exchange Commission on November 30, 2007

Registration No. 333-147351

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3 TO
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

WSP Holdings Limited
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrant’s name into English)

Cayman Islands			3533			Not Applicable
(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

No.38 Zhujiang Road
Xinqu, Wuxi
Jiangsu Province
People’s Republic of China
(86 510) 8522-6351
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 664-1666
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

David T. Zhang
Latham & Watkins LLP
41^st Floor, One Exchange Square
8 Connaught Place, Central
Hong Kong
(852) 2912-2503

Show-Mao Chen
Davis Polk & Wardwell
18^th Floor, The Hong Kong Club Building
3A Chater Road, Central
Hong Kong
(852) 2533-3300

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.    

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered (2) (3)			Amount to be registered						Proposed maximum offering price						Proposed maximum aggregate offering price (1)						Amount of registration fee
Ordinary shares, par value $0.0001 per share					57,500,000					$	6.25					$	359,375,000					$	11,033(4	)

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Subject to completion, dated November     , 2007

Prospectus

25,000,000 American Depositary Shares

Representing 50,000,000 Ordinary Shares

WSP Holdings Limited

This is an initial public offering of American depositary shares, or ADSs, by WSP Holdings Limited. WSP Holdings is offering 25,000,000 ADSs. Each ADS represents two ordinary shares. The estimated initial public offering price is between $10.50 and $12.50 per ADS.

Prior to this offering, there has been no public market for the ADSs. Our ordinary shares have not been listed on any exchange. We have applied to list the ADSs on the New York Stock Exchange under the symbol ‘‘WH.’’

Per ADS

Total

Initial public offering price

$

$

Underwriting discounts and commissions

$

$

Proceeds to WSP Holdings, before expenses

$

$

WSP Holdings has granted the underwriters an option for a period of 30 days from the date of this prospectus to purchase from WSP Holdings up to 3,750,000 additional ADSs.

Investing in our ADSs and ordinary shares involves a high degree of risk. See ‘‘Risk factors’’ beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

JPMorgan

CIBC World Markets

Aseambankers Malaysia Berhad

First Shanghai Securities Limited

                , 2007

Table of contents

					Page
Prospectus summary					1
Risk factors					11
Corporate structure					33
Special note regarding forward-looking statements					40
Use of proceeds					42
Dilution					44
Dividend policy					46
Capitalization					47
Exchange rate information					48
Enforceability of civil liabilities					49
Recent Developments					51
Selected consolidated financial and operating data					56
Management’s discussion and analysis of financial condition and results of operations					59
Industry					89
Business					99
Regulation					120
Management					123
Principal shareholders					132
Related party transactions					134
Description of share capital					138
Description of American Depositary Shares					146
Shares eligible for future sale					156
Taxation