SecProbe.io

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      February 18, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (202)393-5760

Mr. Yongjian Wang
Sinopec Beijing Yanhua Petrochemical Limited
No. 1 Beice, Yingfeng Erli
Yanshan, Fangshan District, Beijing 102500
PRC

Re:	Sinopec Beijing Yanhua Petrochemical Limited
	Schedule 13e-3 filed January 20, 2005
	File No. 005-79649

Dear Mr. Wang:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

SCHEDULE 13E-3 FILED JANUARY 20, 2005

Cover Page
1. Since Beijing Yanhua is a signatory on the Schedule 13E-3 and
is
engaged in this going private transaction, it should also be filed
as
a filing person on your amended Schedule 13E-3.

Shareholder Circular
2. Your Shareholder Circular should begin with a Summary Term
Sheet
on the first or second page.  The Summary Term Sheet should set
forth
the principal terms of the transaction, not summarize the entire
document.  It should also be concise.  Please revise.  For further
guidance, see Item 1001 of Regulation M-A, and review Section
II.F.2.b. of SEC Release No. 33-7760.  In addition, revise the
structure of your Shareholder Circular so that the "Special
Factors"
section is at the beginning, immediately following the Summary
Term
Sheet and table of contents.  Refer to Rule 13e-3(e)(1)(ii).

As a Beijing Yanhua H Shareholder, what do I receive for my
Beijing
Yanhua H Shares as a result of the Merger?, page 1
3. In this section, include disclosure about the "cancellation
fee"
of US$0.50 to be deducted from the Merger Consideration payable to
ADS holders.

How will Beijing Yanhua H Shareholders and Beijing Yanhua ADS
Holders
receive the Merger Consideration?, page 3
4. The meaning of the term "Delist Date" as used here and defined
in
the Definitions section is unclear. For example, the definition of
"Delisting Date" itself contains a defined term ("Conditions") and
the definition of "Condition" is unclear. Please revise to clearly
state approximately how long it will take for Beijing Yanhua H
Shareholders and ADS Holders to receive the merger consideration.
Provide approximate dates or date ranges, if possible.

Summary, page 4
5. Either in this section or elsewhere in the disclosure document,
consider summarizing the capital structure of Beijing Yanhua,
including a brief discussion of the different classes of stock,
the
identities of their holders (if affiliates) and how each class of
stock will be treated in the merger.
6. Please analyze whether the following entities should be
included
as filers on the Schedule 13E-3: (i) CPC, which owns almost 70% of
Sinopec Corp.; and (ii) Sinopec International, which owns part of
an
entity (Beijing Feitian) engaged in this transaction and organized
solely for purposes of the merger. Your analysis should focus on
the
interrelationship between these entities and the named parties to
the
merger, and their respective roles in this transaction. With
respect
to CPC`s relationship with Sinopec, tell us how involved CPC is in
the business operations of Sinopec generally and the decision to
conduct this merger in particular.
7. The Summary section should address each filing person`s
position
as to the fairness of this transaction to unaffiliated
shareholders
of Beijing Yanhua. Please revise.

PRC Regulatory Approvals, page 9
8. Please provide an idea of the time frame by which you believe
you
will have received all necessary approvals.

Definitions, page 12
9. Please review this section generally to ensure that each
definition is clear. See our comment above concerning the
extensive
use of defined terms in the definitions themselves. In addition,
some
of the definitions are not readily understandable as defined. See
as
an example only, "Beijing Yanhua Domestic Shares." In addition,
why
use two different defined terms ("Merger Consideration" and
"Cancellation Price) to define the same thing? Please review and
revise generally.

Selected Historical Financial Data, page 19
10. We note that you have provided summarized historical financial
data for Beijing Yanhua for each of the three years ended December
31, 2003.  Please revise this section to include the entirety of
the
disclosure requirements of Item 1010 of Regulation M-A, including,
but not limited to income or loss from continuing operations
before
extraordinary items and cumulative effect of a change in
accounting
principle as required by Section 210.1-02(bb)(1)(ii) of Regulation
S-
X; and net income per common share from continuing operations
(basic
and diluted, if applicable) and book value per share as of the
date
of the most recent balance sheet, as required by Items 1010(c)(3)
and
(5), respectively.

Ratio of Earnings to Fixed Charges, page 20
11. Please provide the ratio of earnings to fixed charges for six
months ended June 30, 2004. Refer to Items 1010(a)(3) and
1010(c)(4)
of Regulation M-A.

Special Factors Regarding the Merger, page 21
Background of the Merger
12. We note that you state that Beijing Feitian may also be
dissolved
following the completion of the Merger.  Please state your plans
with
regard to this dissolution.  For example, when would you dissolve
it
and under what conditions?
13. Each filing person must describe the alternative means
considered
and why the alternatives were rejected.  Please discuss what
aspects
of the alternative of remaining public each filing party
considered
and what alternate means of effecting a going private transaction
each considered.
14. In this respect, on page 21, discuss what "various factors"
Sinopec considered in deciding to privatize Beijing Yanhua.
15. Please describe your use of the phrase "merger by absorption"
as
used to describe what Sinopec considered to be the most
appropriate
plan to complete the merger.
16. What were the strategic implications presented to the
management
of the company by the management of Sinopec at the December 3,
2004
meeting?
17. Please describe the process for selecting the members of the
Independent Board Committee on December 4, 2004.
18. What was the methodology explained by CICC and Morgan Stanley
to
the Independent Financial Advisor at the December 14, 2004 and
December 18, 2004 meetings?

19. Did CICC and Morgan Stanley present written materials to
Sinopec
Corp.?  If so, please file these materials pursuant to Item
1016(c)
of Regulation M-A and describe them in considerable detail in the
disclosure document.
20. Explain why, on December 19, 2004, the Independent Board
Committee requested Sinopec to further increase the cancellation
price from the range of HK $3.50-3.60 per share.  How did the
Committee determine that this price was insufficient?  Did the
Committee have a price range it suggested to Sinopec?  What other
terms and conditions were negotiated by the independent board
committee?  We note your disclosure on page 27, listing such
negotiations as a factor considered by Sinopec and Beijing Feitian
regarding the fairness of the merger.
21. Describe the further discussion on valuation held on December
21,
2004.
22. Please disclose the bases Madam Wang explained at the December
22, 2004 meeting for the proposed cancellation price increase  to
HK
$3.80 per share.  What consideration was given to the capital
markets, industry cycles, and interests of shareholders.  Explain
with more specificity, the meaning of these factors.
23. Explain why, at the December 28, 2004 meeting, the
presentation
did not include a comparison of the proposed Cancellation Price to
a
valuation of the shares based on a discounted cash flow analysis
by
the Independent Financial Advisor.
24. We note that at the December 29, 2004 meeting the board
unanimously approved the merger.  At some point prior to this
approval did the independent board committee make any presentation
to
the company`s board?  Did the independent board committee approve
the
merger?
25. Why, "after December 30, 2004," did the independent financial
advisor provide "further advice" to the independent board
committee?
What advice comparing the cancellation price to a valuation of the
shares based on a discounted cash flow analysis by the independent
advisor was given?  Please state the date and nature of the advice
and explain why such information was provided to the independent
board committee at this time as opposed to prior to the December
29,
2004 board approval and prior to the approval of the merger by the
independent board committee.
26. We note that an approval from SAFE is required for exchanging
RMB
into foreign currencies to pay the cancellation price and other
fees
incurred in connection with the merger.  In a supplemental
response,
please tell us the status of such approval.
27. We note that you listed Bear Stearns Asia Limited as financial
advisor to Beijing Yanhua on the cover page of your shareholder
circular and state on page 23 that Beijing Yanhua appointed Bear
Stearns Asia Limited as its financial advisor on December 23,
2004.
Yet, you do not discuss Bear Stearns` role as financial advisor in
the body of your circular.  Please disclose the scope of Bear
Stearns
Asia`s engagement as financial advisor and  provide the
information
required by Item 1015 of Regulation M-A for any reports, opinions
or
appraisals provided by Bear Stearns.  Disclose whether or not Bear
Stearns gave an opinion relating to the fairness of the merger to
unaffiliated shareholders.
28. We also note a news article dated January 14, 2005 concerning
an
unsanctioned trade in ADSs of Beijing Yanhua concerning Bear
Stearns
Asia.  Please advise us supplementally of the details of this
transaction.

Sinopec Corp.`s and Beijing Feitan`s Reasons for the Merger, page
25
29. Please disclose the reasons for the structure of the merger
and
for why you are undertaking the transaction at this time in your
operating history.  Please see Item 1013(c) of Regulation M-A.  We
note your disclosure on page 42 under "Reasons for the Structure
of
the Merger".  Please also comply on page 36 at "Beijing Yanhua`s
Reasons for the Merger."
30. Further, we note the discussion of consolidation and
efficiency
and the realization of potential synergies.  To the extent
possible,
please quantify the benefits and detriments of the Rule 13e-3
transaction as required by Instruction 2 to Item 1013 of
Regulation
M-A.

Position of Sinopec Corp. and Beijing Feitian Regarding the
Fairness
of the Merger, page 26
31. Please provide a discussion of the factors Sinopec and Feitian
considered in determining fairness to explain the extent, if any,
to
which the fairness determination was based on the factors listed
in
Instruction 2 to Item 1014 of Regulation M-A, including net book
value, going concern value, and historical purchase prices, or
indicate why any factor was not material to this transaction.  If
any
of these factors were disregarded or not considered despite being
material, please discuss the reasons why those factors were
disregarded or not considered.  If any of these factors indicated
a
higher value than the HK$3.80 per share to be paid to the
unaffiliated shareholders, your discussion should address that
difference and include a statement as to the basis for the belief
that the transaction is fair despite the difference in value.  See
Item 1014(b) of Regulation M-A and Questions 20 and 21 in Exchange
Act Release No. 17719 (April 13, 1981).
32. Item 1014(a) of Regulation M-A requires a filing person on the
Schedule 13E-3 to state a belief as to the fairness of the
proposed
transaction to "unaffiliated security holders." Your disclosure in
this section states that Sinopec and Feitian determined that the
merger  was fair to the "Independent Beijing Yanhua Shareholders,"
which is a different concept. Please revise throughout the
disclosure
materials to provide the finding as to non-affiliates as a
distinct
group, as required by Item 1014(a).  Further, you should revise
your
fairness disclosure of the recommendation of the independent board
committee on page 38 that contains the same language.
33. Disclose whether Sinopec and Feitian believe that the
transaction
is procedurally fair to unaffiliated stockholders given the
absence
of the procedural safeguards described in Item 1014(d) of
Regulation
M-A.  Please provide the same disclosure for the company`s board
and
independent board committee, on page 38.
34. Did Sinopec and Feitian consider any factors that weighed
against
the fairness of this proposed merger?  If so, please revise to
describe.

Comparable Company Analysis, page 32
35. Expand to explain why these companies were chosen as
comparable
to the company, and why they were apparently the best choices for
purposes of this analysis.  What are the "certain characteristics"
these companies share?

Precedent Transaction Analysis, page 33
36. We note your precedent transaction analysis, but you do not
explain how this merger compares to these transactions.  For
example,
we note that the median is a premium of 23.2% to the closing price
of
the last full trading day prior to announcement.  In this merger
the
premium to the closing price of the last full day of trading prior
to
the announcement is  10.9%.  This factor indicates a higher value
than the HK$3.80 per share to be paid to the unaffiliated
shareholders.  Your discussion should address that difference and
include a statement as to the basis for the belief that the
transaction is fair despite the difference in value.

Discounted Cash Flow Analysis, page 35
37. We note the reference to projections and financial forecasts
provided to the fairness advisors for use in valuing the shares.
These projections should be disclosed. You should also describe
the
material assumptions underlying them.
38. See the last comment. Provide the same disclosure as to any
projections or financial forecasts provided to Lehman Brothers.

Recommendation of the Beijing Yanhua Board, page 36
39. Item 1014(a) of Regulation M-A requires a filing person on the
Schedule 13E-3 to state a belief as to the fairness of the
proposed
transaction to "unaffiliated security holders." Your disclosure in
this section states that the board determined that the merger  was
fair to the "Beijing Yanhua Shareholders," which is a different
concept. Please revise throughout the disclosure materials to
provide
the finding as to non-affiliates as a distinct group, as required
by
Item 1014(a).

Opinion of Independent Financial Advisor, page 38
Premium Analysis, page 40
40. We note Lehman`s premium analysis.  Please disclose the
"implied
premia that the Cancellation Price represented over the time
periods
indicated above" and how they are comparable to the median premia
paid of 23.7%, 26.4% and 26.4% over the same periods.  What were
the
periods?

Comparable Company Analysis, page 41
41. Expand to explain why these companies were chosen as
comparable
to the company, and why they were apparently the best choices for
purposes of this analysis.  What are the certain characteristics
these companies share?

Comparable Transaction Analysis, page 41
42. What was the enterprise value to the last twelve months EB