SecProbe.io

August 1, 2005

Via US Mail and Facsimile

Mr. Luo Weide
Chief Financial Officer
China Eastern Airlines Corporation Limited
2550 Hong Qiao Road
Hong Qiao International Airport
Shanghai 200335
The People’s Republic of Chinga

Re: China Eastern Airlines Corporation Limited
 Form 20-F for the year ended December 31, 2004
 Commission File Number: 001-14550

Dear Mr. Weide:

We have reviewed the above referenced filing and have the following comments.  We have
limited our review to the financial statements and related disclosures included within these
documents.  Understand that the purpose of our  review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.

Where expanded or revised disclosure is reque sted, 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 unnecessary.  In so me of our comments, we may ask you to provide
us with supplemental information so we may be tter understand your disclosure.  Please be as
detailed as necessary in your explanation.

We look forward to working with you in thes e respects and welcome any questions you may
have about any aspects of our review.

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

Operating Results, page 35

1. We note several instances where multiple reasons  are cited for a particular change but the
monetary impact of each change is not disclosed.  For example, you have attributed the increase in food and beverage expense to the in crease in the number of travelers, which is

Mr. Luo W eide
China Eastern Airlines Corporation Lim ited
August 1, 2005
Page 2

partially offset by a decrease in average costs as a result of cost-control initiatives, but you
have not quantified the effect of each cause.  Please note that this example is not meant to be exclusive.  Please revise your all explanations contained in your discussion of operating
results to quantify each specific reason cited for an individual change as this will provide more information to the reader of the financial statements.

Capital Expenditures

Table of Contractual Obligations, page 42

2. The table of contractual obligations is intended to provide a useful snapshot of the company’s
cash requirements.  Accordingly, it appears that  your disclosures should be expanded to more
fully comply with these objectives.  Specifi cally, the last category in the table makes
reference to GAAP.  We would generally exp ect this category to include such items as
pension liabilities, post-retireme nt benefit obligations, deferred tax liabilities, long-term
portions of other payables and other similar ite ms that you reasonably expect to fund in the
future.  In addition, in view of the relative  significance of your s hort-term bank loans, you
should provide footnote disclosure of these amounts if they are not included in the tabular
disclosure.

3. As a related matter, we believe you should also include estimated interest payments in the
table or, in the alternative, include additional disclosure regarding interest payments in a
footnote to the table.  For variable rate debt, you should include a discussion of the
methodology used in the calculation.  As such, please include your proposed revised
disclosure as part of the reconciliation requested above.  See Section IV.A of FR-72 for
guidance.

Note 2 – Principal Accounting Policies

(b) Group Accounting

(i) Subsidiaries, page F-10
4. We have reviewed the discussion of your hi story and development presented on pages 11
through 13 of the filing.  Certain of the acquisition s identified in that disclosure do not appear
to be listed as subsidiaries or associates in your financial statement footnotes.  We refer, for
example, to the purchase of China General Aviation Company, Air Gr eat Wall and Shanghai
Eastern Aircraft Maintenance Ltd.  Please suppl ementally reconcile the various acquisitions
listed in your narrative with the disclosure s on pages F-10 and F-29.  In addition, where
entities were acquired from your parent, explain why no related reconciling adjustments are required under U.S. GAAP.  We refer to the fact that it appears to us that these entities would
be considered transactions under common control and accounted for at historical cost for purposes of U.S. GAAP.  Please advise.

Mr. Luo W eide
China Eastern Airlines Corporation Lim ited
August 1, 2005
Page 3

5. Under U.S. GAAP, variable interest entities in  which a parent does not have voting control
but absorbs the majority of losses or returns mu st also be consolidated.  We note no reference
to this apparent accounting policies difference in Footnote 39.  Please tell us how you have
considered this difference in preparing your r econciliations.  In view of the number of your
associates, we believe you should disclose and address this matter in your footnote as well.

(g) Maintenance and Overhaul Costs, page F-13
6. You disclose your method of accounting for major overhauls for aircraft and engines under
operating leases.  Please also revise your footnotes to disclo se your method of accounting for
overhauls of other aircraft and engines under IF RS and under U.S. GAAP.  In this regard, we
note that you also acquire aircraft through l ong-term capital leases and that you purchased
certain aircraft in fiscal 2002.

(j) Fixed Assets, page F-14
7. Please expand your disclosures to explain how any accumulated depreciation at the date of
revaluation is accounted for.

Note 7. Taxation, page F-21

8. We note, from your accounting policies disclosure on page F-13, that deferred tax assets are recognized to the extent that it is probable that  future taxable profit wi ll be available against
which the temporary differences can be utili zed.  Under U.S. GAAP, a valuation allowance
should be established through a charge to income if it is more likely than not that some, or
all, of the deferred tax asset will not be realize d.  Given that tax losses may be carried
forward against future taxable income for a pe riod of only five years under PRC tax law,
supplementally support your apparent conclusion that no related reconciling item or disclosure is required in Note 39 for any of the fiscal periods presented.  That is, it appears
that there may be circumstances under whic h these accounting policies would lead to
different conclusions.  Please a dvise. Please also explain why th e policy described in the final
sentence of Note 7 differs from your stated accounting policies disclosure.

Note 29 (a) Retirement Benefit Plans a nd Post-Retirement Benefits, page F-39

9. Supplementally reconcile the pensio n costs disclosed in sections (i ) and (ii) of this Note to
the balances presented in Note 5 on page F-20.  If they are not included in this Note, please
indicate the income statement line item in which they are classified.  Tell us how the
contributions to the staff housing fund (Note 30) have been classified in the income
statement, as well.

Note 39 – Significant Differences Between IFRS and GAAP

(a) Revaluation of Fixed Assets, page F-60
10. We note that you have included an adjustment of RMB 171,753 representing a reversal of a revaluation deficit on fixed assets in 2002.  As th is adjustment represents the reversal of a

Mr. Luo W eide
China Eastern Airlines Corporation Lim ited
August 1, 2005
Page 4

reduction in carrying value under IFRS caused by a reduction in fair value, supplementally
explain to us how you tested the these asse ts for impairment under US GAAP and how you
concluded no impairment charge was necessa ry.  We may have further comment on your
response.

(f) Segmental Disclosures, page F-61
11. From your current disclosure it appears that , under IFRS, you have chos en to present your
business segments two ways, by business type and geographic area, and that your geographic
information has been segregated into profit de rived from passenger and cargo mail.  It is
unclear from your current disclosure how you define your operating and reporting segments
in accordance with paragraphs 10 and 17 of SFAS 131 under US GAAP.  For example, on
page F-63 you disclose that management reviews results based on the passenger/cargo split, which would appear to indicate you operate in two segments.  Supplementally explain to us
how the current presentation and disclosure are consistent with the above-referenced
guidance.  Please also explain how your cu rrent disclosures are in compliance with
paragraphs 36-39 of SFAS 131.  We may have further comment on your response.

Other
12. We note from your disclosure on page F-15 that an excess of fair value over the purchase
price paid results in negative goodwill under IFRS , and that this amount is reversed as the
future losses and expenses are recognized.  We also note that there does not appear to be a
separate adjustment reconciling the treatmen t of negative goodwill to the treatment of the
excess in accordance with SFAS 142.  That is, it appears there should be an adjustment comparing the pro-rata write-down of assets an d the related lower depreciation expense, as
proscribed by SFAS 142, to the recognition of the expected losses and expenses under IFRS.
Please revise your reconciliation for such adjust ment or supplementally explain to us why no
such adjustment is necessary.  If these adjustments have been commingled with others,
please clarify these matters in you r reconciliation footnot e.  In this regard, we assume that
you will derecognize negative goodwill upon the a doption of IFRS 3.  Please confirm or
advise supplementally.

13. We note from your disclosure in Note 21, Accr ued Aircraft Overhaul Expenditures, that you
utilize the accrual method of accounting for overh aul expenditures, and that in both 2003 and
2004 you have released amounts material to eac h year’s IFRS-based income statements
related to previous accruals that were in excess of the ac tual expense.  Supplementally
explain the reasons for these overaccruals a nd support your conclusion that you have the
ability to reasonably estimate these amounts.  Finally, please explain why no portion of these
over accruals are considered to be the result of er ror rather then of changes in estimate.   We
may have further comment on your response.

* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure in the
filings reviewed by the staff to be certain that  they have provided a ll information investors

Mr. Luo W eide
China Eastern Airlines Corporation Lim ited
August 1, 2005
Page 5

require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

In connection with responding to our comments, 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 filings;
‚ staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e 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 advised th at the Division of Enforcement has access to all information you
provide to the staff of the Division of Corporat ion 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 additional comments after reviewing your
response.  You may contact Amy Geddes at 202-551-3304 or Margery Reich at 202-551-3347 if
you have questions or me at 202-551-3211 with 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