SecProbe.io

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      December 5, 2005

Via Facsimile 011 86 10 6505 1818 and U.S. Mail

Lee Edwards
Shearman & Sterling LLP
1 Jianguomenwai Dajie
Chaoyang District
100004 Beijing, China

Re:	Jilin Chemical Industrial Company Limited
Schedule 13E-3 filed November 16, 2005
Schedule TO-T filed November 16, 2005
SEC File No. 5-50686

Dear Mr. Edwards:

We have reviewed the filings listed above and have the following
comments. All defined terms have the same meaning as in your offer
materials, unless otherwise indicated.

Composite Offer and Response Document - Exhibit (a)(1)

General

1. Disclose in the offer materials that PetroChina is relying on
the
Tier II exemption set forth in Rule 14d-1(d) in conducting this
offer, and briefly outline the implications for Jilin security
holders.

2. You reference the A Share Offer throughout the offer materials.
We
also note that you have filed a Form CB in connection with the A
Share Offer, indicating that you are relying on the Tier I
exemption
for that Offer. Again, briefly note in the offer materials.

3. In the Summary of Terms section and elsewhere in the Composite
Document, you note that PetroChina has no right under the laws of
the
PRC to compulsorily acquire any Jilin shares not tendered into the
H
Share or A Share Offers. You also state in the offer materials
that
PetroChina will not be able to realize all of the intended
benefits
of the Offers if all or a very substantial percentage of Jilin A
and
H Shares are not purchased in the Offers. Where appropriate in the
offer materials, discuss the risks presented by the lack of an
ability to compulsorily acquire remaining Jilin securities.
Discuss
the percentage of each class of target securities PetroChina
believes
necessary to acquire in order to realize the intended benefits of
the
tender offers. For example, if the H Share minimum offer condition
is
satisfied, is this sufficient to render the H Share Offer a
success?

4. Discuss in the offer materials the reasons for the structure of
the Offers and in particular, why the H Share and A Share Offers
will
not commence and close contemporaneously. See Item 1013(c) of
Regulation M-A. Explain any attendant risks. For example, it
appears
that the H Share Offer will close before the A Share Offer.
Therefore, holders of H Shares will not know when the H Share
Offer
closes whether PetroChina`s A Share Offer will be successful. By
contrast, A Share holders will have information about the level of
acceptance of the H Share Offer when the A Share Offer closes.
Since
the ability to acquire a very significant portion of outstanding
Jilin securities is critical to the success of these Offers
according
to your disclosure, discuss the attendant risks for H Share
holders
of the structure of these Offers.

Questions and Answers about the H Share Offer, page 3

5. Summarize the payment process for the H Share Offer, and in
particular, disclose  when tendering shareholders can expect
payment
for purchased H Shares and ADSs. Your expanded disclosure should
describe any differences in the payment process for securities
tendered during the "initial" versus "subsequent" offer periods.
We
note that some information about payment appears on page 10 but
believe it should be highlighted in the Q&A and explained more
clearly, since the payment process will be different than usual in
a
US offer.

6. The position of the filing persons on the Schedule 13E-3 with
respect to the fairness of the Offers is critical disclosure in a
transaction subject to Rule 13e-3 and should be disclosed in this
section or in the Summary of Terms section.

Who is offering to buy my securities?, page 3

7. Given that some H Shareholders will remain after the H Share
Offer, state that PetroChina`s files periodic reports (including
financial statements) with the Commission and indicate how
shareholders may access them. Provide the same disclosure in
Appendix
V in Section 8 on page V-13.

How much is PetroChina offering to pay?, page 3

8. Since the H Share ADSs trade on the NYSE in a price denominated
in
US dollars, please include the offer price per ADSs in US dollars,
based on a recent (identified) exchange rate.

If I accept the H Share Offer, may I withdraw my acceptance?, page
6

9. Consistent with our discussions with your colleagues, expand
this
section to note that PetroChina will issue a press release and
publish an advertisement in a US newspaper of national circulation
in
connection with the early termination of the initial offer period,
and describe the timing of each.

Letter from PetroChina - Section 5. Information on Other Offers of
PetroChina in the PRC, page 24

10. Explain the significance of the two other offers PetroChina
has
announced to its Offers for Jilin. That is, how will the
acquisition
of Jinzhou Petrochemical Company Limited and Liaohe Jinma Oilfield
Company Limited affect PetroChina (and thus, Jilin) going forward?
Will PetroChina fund these other offers through cash on hand or
otherwise?

Letter from Citigroup - Conditions of the H Share Offer, page 33

11. See comment 4 above concerning the need to discuss the reasons
for the structure of the Offers. In this regard, in an appropriate
section of the offer materials, explain why you have conditioned
the
A Share Offer on the H Share Offer, but not vice versa. As
requested
in comment 4, discuss any risks (for H Share holders) associated
with
this structure.

Special Factors Regarding the H Share Offer - Background of the H
Share Offer, page 37

12. It appears from the disclosure in this section that both
PetroChina and Jilin each engaged several financial advisors to
help
analyze a potential transaction and make a recommendation with
respect to it. Note that Item 1015 of Regulation M-A encompasses
essentially all substantive contacts between either company and
its
financial advisors that are "materially related" to this
transaction.
This includes both oral and written contacts. Please expand this
section to describe the substance of such contacts, and to
identify
the parties and relevant dates.

13. See our last comment. All written reports encompassed within
Item
1015 of Regulation M-A must be filed as exhibits to the Schedule
13E-
3. This includes any "board books" or written analyses of these
transactions by the financial advisors engaged by the
participants.
We see that the "Letter from Platinum" has been provided as part
of
the Composite Document and details the analyses performed by that
entity. However, no similar materials have been provided for the
other financial advisors. Please file any such written reports
immediately, or explain why you have not done so in accordance
with
Item 1015 of Regulation M-A.

14. Please advise whether non-public financial forecasts or
projections were exchanged by the parties or their representatives
during the planning phase of the Offers. For example, later in the
offer materials in the Letter from Platinum on page 91, you refer
to
the expressed views of management of Jilin regarding future
projected
losses of Jilin. If so, please disclose those projections, and
discuss the underlying assumptions. (We note the disclosure of
projections in "Letter from the Jilin Board" and the discussion of
the assumptions underlying them in Appendix IV). Alternatively,
explain your basis for excluding them

15. See our last comment above. Provide the same information with
respect to whether either side provided non-public financial
forecasts or projections to its financial advisors in connection
with
their analysis of the transaction. If so, please disclose those
projections, and discuss the underlying assumptions.
Alternatively,
explain your basis for excluding them.

16. Expand your explanation of the reasons for the timing of the
Offers. See Item 1013(c) of Regulation M-A.

17. In the second to last paragraph on page 38, you mention a
placement of PetroChina`s shares to international investors.
Indicate
supplementally, with a view to further disclosure, whether this
offering occurred. If yes, tell us what exemption(s) PetroChina
relied upon to effect the offer.

18. Refer to the disclosure on page 39 of this Section. Since it
isn`t customary for the bidder in a tender offer to form a special
committee, expand the discussion of why PetroChina did so and the
function of the special committee.

19. Here or elsewhere in the offer materials, explain in further
detail how the offer price was set.

20. Explain the differences (particularly in function) between the
Independent Board Committee and the Special Committee formed by
the
Jilin Board. In addition, explain why it was necessary to
establish
two separate committees.

21. See Item 1015 of Regulation M-A. We note that both bidder and
target companies here engaged more than one financial advisor.
Expand
to explain the different functions of each, and why each
considered
it necessary to hire separate firms to perform these functions.
For
example, the disclosure at the bottom of page 41 states vaguely
that
Cazenove was hired to "provide professional advice regarding the H
Share Offer," but does not fully describe the nature of those
services.

Recommendation of the Jilin Board of Directors, page 42

22. Rather than simply listing factors considered by the Jilin
Board,
expand to explain how each such factor was analyzed to arrive at a
fairness determination. For some of the listed factors, this is
obvious. For others however, it is not clear how the identified
factor contributed to the analysis. These include the three in
bullet
points at the top of page 45. Please revise.

23. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally considered relevant to the fairness
assessment. To the extent that a factor was not considered, or was
considered but given little weight, this may be an important part
of
the Board`s decision-making process that should be explained for
shareholders. Please revise to provide this disclosure as to each
Instruction 2 factor, based on these guidelines. See Exchange Act
Release 17719 (April 13, 1981). Provide the same disclosure in the
comparable section of the offer materials discussing PetroChina`s
fairness determination.

24. Where a factor listed in Instruction 2 to Item 1014 of
Regulation
M-A yields a higher per share value than that being offered, this
fact should be disclosed. If applicable, please provide such
information as to liquidation value and going concern value.
Provide
the same disclosure in the comparable section of the offer
materials
discussing PetroChina`s fairness determination, with respect to
net
asset value.

25. See the last comment above. Explain why the Jilin Board did
not
consider the going concern value of the H Shares. Provide the same
disclosure in the comparable section of the offer materials
discussing PetroChina`s fairness determination.

26. Item 1014 requires each filing person to take a position on
the
procedural fairness of the offer structure, based on the factors
listed in Item 1014(c), (d) and (e). Please provide this
disclosure
for both Jilin and PetroChina. To the extent that a filing person
finds the structure of the transaction to be fair in the absence
of
the procedural safeguards in that Item, please explain why.

Certain Effects of the H Share Offer, page 51

27. Refer to the disclosure about the effect of the H Share Offer
on
PetroChina`s interest in the net book value and net earnings of
Jilin. Instruction 3 to Item 1013 of Regulation M-A contains a
disclosure mandate that does not appear to be based on the
materiality of the change to the bidder. Moreover, it is not clear
what level of participation in the H Share Offer you are assuming.
Please revise to provide the information required by Instruction
3.

28. Item 1013(d) requires you to discuss the tax impact of the
transaction on the subject company. Please provide this
information
as to Jilin. In addition, in further discussing the effects of
this
transaction, explain the corporate structure of the "combined"
entity
going forward, given PetroChina`s inability to "squeeze out" any
Jilin security holders remaining after the Offers. If Jilin will
simply continue as a subsidiary of PetroChina, please so state.

Persons Employed, Retained or Used, page 62

29. For each financial advisor engaged by PetroChina and Jilin,
expand to break out the amount of the "customary fees" paid to
each
for services rendered. We note the aggregate figures provided on
page
63.

Appendix I - Further Terms of the H Share Offer

30. Refer to Section 7.7 on page I-13. Expand to state that the H
Share Offer is also governed by and subject to the requirements of
the Exchange Act. We know that this implied or indirectly stated
elsewhere in the Composite Document, but the disclosure here seems
incomplete with such a reference.

Appendix IV - Prospective Financial Information of the Jilin Group

31. We are unable to locate all of the disclosure required by Item
1010(b) of Regulation M-A, which you state under Item 13(b) of the
Schedule 13E-3 is located in this Section. Please revise or
advise.

Closing Comments

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all material information to investors.  In
responding to our comments above, please provide, in writing, a
statement from each filing person acknowledging that:
* It is responsible for the adequacy and accuracy of the
disclosure
in the filings;
* Staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* It may not assert staff comments 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 advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please revise your offer materials to comply with the comments
above.
If you do not agree with a comment, tell us why in a supplemental
response letter that you should file via EDGAR as correspondence
with
your Transaction Statement. The letter should note the location in
your amended disclosure document of changes made in response to
each
comment or otherwise.

Please be aware that we will likely have additional comments after
reviewing your amendments. If you would like to contact me, please
do
not hesitate to do so at
(202) 551-3263

Sincerely,

Christina Chalk
Special Counsel
Office of Mergers and Acquisitions

cc:	Michael Coleman, Esq. (via facsimile at (650) 838-3699)
	George Karafotias (via e-mail)
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Lee Edwards, Esq.
December 5, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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