SecProbe.io

August 26, 2005

Via US Mail and Facsimile

Mr. Zha Zianping
Chief Financial Officer
Brilliance China Automotive Holdings Limited
Suites 1602-05
Chater House
8 Connaught Road Central
Hong Kong

Re: Brilliance China Automotive Holdings Limited
 Form 20-F for the year ended December 31, 2004
 Commission File Number:  001-11412

Dear Mr. Zha:

We have reviewed your August 12, 2005 res ponse letter and ha ve the following
comments.  Where expanded or revised disclosu re is requested, you may comply with these
comments in future filings.  If you disagree, we  will consider your explanation as to why our
comments are inapplicable or a revision is unnece ssary.  We also ask you to provide us with
supplemental information so we may better understa nd your disclosure.  Please be as detailed as
necessary in your explanation.  We look forward to working with you in these respects and
welcome any questions you may have about any aspects of our review.

* * * * * * * * * * *
Item 5.  Operating and Financial Review and Prospects

Liquidity and Capital Resources

Table of Contractual Obligations, page 41

1. Refer to our previous comment 1.  Please revise your intended disclosure to fully explain
your method of calculating total interest to be  incurred over the life of the convertible bonds
and other debt included in your table of contractual obligations.  These explanations should
include term and interest rate as well as the total interest resulting from such calculation.

Mr. Zha Zianping
Brilliance C hina Automotive Hold ings Lim ited
August 26, 2005
Page 2

Item 18.  Financial Statements

Consolidated Statements of Cash Flows, pages F-7 and F-8

2. With respect to the RMB 12,401 of interest payable on convertible bonds shown for 2004, it
is unclear why you refer to this interest as “pay able” given your disclosure in Note 16, which
describes these convertible bonds as Zero Coupon Bonds.  Please clarify your disclosures, as
appropriate.

3. Based on the table in Note 16, it appears that you accrued RMB 1,187 of interest with respect to the Bonds during 2003, and accrued an addi tional RMB 12,401 of interest during 2004, for
a total accrual of RMB 13,588 as of December 31, 2004.  However, in your Consolidated
Statements of Cash Flows, you show interest of RMB 12,401 for 2004 but no amount for
2003.  Please correct or explain this apparent inconsistency.

Note 11 – Property, Plant and Equipment, page F-29

4. Refer to our previous comment 5.  Please revise your intended di sclosure to fully explain the
facts and circumstances leading to the impairment  of fixed assets.  Refer to paragraph 26a of
SFAS 144.

Note 12 – Intangible Assets, page F-30

5. Refer to our previous comment 6.  Please revise your disclosure  to include a description of
your asset class(es), the total amount assigned to each class (as necessary), and the amount of
any significant residual asset valu e in total and by class (as n ecessary). Refer to paragraphs
44 a (1) and (2) of SFAS 142.

Note 16 – Convertible Bonds, page F-36

6. Please disclose the interest rate you use to ac crue interest with respect to the Bonds, and
explain how this interest rate was determined.

7. Since the Bonds were issued at par and will be redeemed at par at thei r maturity date in 2008,
unless previously converted, redeemed or pur chased and cancelled, please tell us how you
intend to account for the accrued in terest expense as of the maturity date in the event you
redeem the Bonds at 100% of their outstanding principal amount on their maturity date in
2008.

Note 18 – Notes Payable, page F-37

8. In light of the significance of your notes paya ble, which comprise more than half of your
total liabilities at December 31, 2004, please expa nd your disclosure to more fully discuss the

Mr. Zha Zianping
Brilliance C hina Automotive Hold ings Lim ited
August 26, 2005
Page 3

terms of these notes payable, including their in terest rates, maturity dates, restrictive
covenants (if any), and any other pertinent information.

* * * * * * * * * * *
As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing reviewed by the staff to be certain that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advi sed that the Division of Enforcement has access to all
information you provide to the staff of the Divisi on of Corporation Finance in our review of your
filing or in response to our comments on your filing.

Please file your response to our comments via EDGAR within ten business days from the
date of this letter.  Please understand that we may have additi onal comments after reviewing your
response.  You may contact Amy Geddes at  202-551-3304 or me at 202-551-3211 if you have
questions or any concerns as I supervised the review of your filing.

        S i n c e r e l y ,

        David R. Humphrey
        B r a n c h  C h i e f