SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

January 8, 2010
 Mr. Wong Wah On Edward Director, Secretary and Ch ief Financial Officer
China Natural Resources, Inc. Room 2205, 22/F, West Tower, Shun Tak Centre 168-200 Connaught Road Central Sheung Wan, H ong Kong

 Re: China Natural Resources, Inc.
  Registration Statement on Form F-3   Filed December 14, 2009   File No. 333-163702
Dear Mr. Wong:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. In your electronic filing, you have file d the body of your Form F-3 under the
description for Exhibit 5.1 and 23.2, and you have filed your Exhibit 23.1 consent
under the description for Form F-3.  Please amend your filing to file your documents under the proper descriptions.

Exhibit 5.1

 2. Please instruct counsel to re vise its legal opinion to opine  as to whether or not the
warrants to purchase common stock and/or  preferred stock are legal, binding

China Natural Resources, Inc.
Mr. Wong Wah On Edward January 8, 2010 Page 2
obligations of your company under the a pplicable contract law governing the
warrant agreement.

****

As appropriate, please amend your filing in response to these comments.  Each
responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T.  Marked copies such as
those in HTML format that show changes w ithin paragraphs help us to expedite our
review.  Please furnish a cover letter with  each amendment that keys your responses to
our comments and provides any requested in formation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to any comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are

China Natural Resources, Inc.
Mr. Wong Wah On Edward January 8, 2010 Page 3  aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please contact Kevin Dougherty at (202)  551-3271, or in his absence, Mike
Karney at (202) 551-3847 with any questions.  If you require furthe r assistance, you may
contact the undersi gned at (202) 551- 3745.

     S i n c e r e l y ,

     H. Roger Schwall      A s s i s t a n t  D i r e c t o r
cc: Via Facsimile (561) 362-9612

 Steven I. Weinberger, Esq.  Schneider Weinberger & Beilly LLP