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        February 25, 2005

Ms.
Jennifer Hardy

Legal Branch Chief

Division of Corporate Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:
Sinopec Beijing Yanhua Petrochemical Company Limited

Schedule 13E-3
filed January 20, 2005
 File No. 005-79649

Dear
Ms. Hardy:

        On
behalf of China Petroleum & Chemical Corporation ("Sinopec Corp."), Beijing Feitian Petrochemical Co., Ltd. ("Beijing Feitian") and Sinopec Beijing Yanhua Petrochemical
Company Limited ("Beijing Yanhua", and together with Sinopec Corp. and Beijing Feitian, the "Filing Persons"), we are responding to the comments of the staff (the "Staff") of the United States
Securities and Exchange Commission (the "Commission"), raised in your letter to Mr. Wang Yongjian dated February 18, 2005, with respect to the joint Schedule 13E-3
filed with the Commission on January 20, 2005 (the "Schedule 13E-3") relating to the proposed merger between Beijing Feitian and Beijing Yanhua.

        As
a general response to the Staff's comments, please note that the Filing Persons believe that they have provided all the information required by Schedule 13E-3 and
have otherwise fully complied with the requirements of Rule 13e-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). However, Beijing Yanhua, as a foreign private
issuer, is exempt from compliance with, inter alia, Sections 14(a), 14(b) and 14(c) of the Exchange Act pursuant to Rule 3a12-3. The
Shareholder Circular was prepared by using the proxy rules under the Exchange Act as a guideline, but it is not intended or required to comply with such rules in all respects.

        Please
also note that Beijing Yanhua is listed, and its H Shares are traded, on the Hong Kong Stock Exchange. As such, the proposed merger is a transaction regulated by the Hong Kong
Securities and Futures Commission (the "SFC") under the Hong Kong Code on Takeovers and Mergers (the "HK Code"). As explained in this letter below, disclosure requirements under
Rule 13e-3 (and Schedule 13E-3) and the HK Code are not entirely the same in terms of certain procedural and substantive matters.

        The
Staff's comments are set forth in their entirety in italicized type in this letter. The responses of the Filing Persons immediately follow each of the Staff's comments and/or are set
forth in the First Amended and Restated Shareholder Circular (the "Amended Shareholder Circular") attached as an exhibit to Amendment No. 1 to the Schedule 13E-3 (the
"Amendment No. 1"), filed today with the Commission.

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.

Response to Comment No. 1:

        In response to the Staff's comment, the cover page of the Joint Schedule 13E-3 has been revised in Amendment No. 1.

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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).

Response to Comment No. 2:

        The "Questions and Answers about the Merger" section is included to satisfy the requirement of Item 1001 of Regulation M-A for a "summary term
sheet". We use the "Q&A" format as we believe that it is a reader-friendly way that would make it easier for the Beijing Yanhua Shareholders to understand the information presented to them. In the
Amended Shareholder Circular, we have added a Comment on the required shareholder approvals for the transaction. We believe that the "Questions and Answers about the Merger" section, together with the
"Summary" section, as amended, has set forth all the principal terms of the transaction.

        The
"Summary" section is intended to give readers a general overview of the information presented in the main body of the Shareholder Circular. Our counsel has advised us that this is a
section customarily included in a shareholder proxy statement, although as noted above, Beijing Yanhua, as a foreign private issuer, is exempt from the proxy rules under the Exchange Act.

        As
for the "Special Factors" section, in response to the Staff's comment, we have revised the structure of the Amended Shareholder Circular so that such section immediately follows the
"Summary" section. As such, we believe that we have fully satisfied the requirement of Rule 13e-3(e)(l)(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.

Response to Comment No. 3:

        In response to the Staff's comments, disclosure on Page 1 in the Amended Shareholder Circular has been revised. Please note that the cancellation fee is US$0.05,
not US$0.50.

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.

Response to Comment No. 4:

        In response to the Staff's comments, disclosure on Page 4 and the definition of "Conditions" on Page 42 have been revised in the Amended Shareholder Circular.

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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.

Response to Comment No. 5:

        In response to the Staff's comments, a new subsection "Capital Structure of Beijing Yanhua" was added to the section "Summary—the Merger" on page 8 in
the Amended Shareholder Circular to summarize the capital structure of Beijing Yanhua and to identify the holders of Beijing Yanhua's shares who are its affiliates. Disclosure on the treatment of
these shares in the merger is made in the immediately succeeding paragraph in the same section.

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.

Response to Comment No. 6:

        We respectfully submit that neither CPC nor Sinopec International are affiliates engaged "directly or indirectly in the going private transaction" and, therefore,
are not required to file Schedule 13E-3. Neither of the two entities have engaged in any activities with respect to the transaction which would result in either of them being deemed
to be "engaged in a going private transaction" within the meaning of published Staff guidelines.

        CPC
owns almost 70% of Sinopec Corp. and Sinopec International owns part of Beijing Feitian, and therefore these two entities are affiliates of Sinopec Corp. and Beijing Yanhua. It is
our view, however, that neither CPC nor Sinopec International have engaged, directly or indirectly, in the going private transaction. Neither of these two entities (i) played any role in the
process of initiating, structuring and negotiating the merger, (ii) acted together with Sinopec Corp. or Beijing Feitian during such process, (iii) controlled the terms of the merger or
(iv) provided financing to Sinopec Corp. or Beijing Feitian in connection with the merger or played any role in obtaining such financing. CPC is not involved in the
day-to-day business operations of Sinopec Corp. As a company wholly owned by the Chinese government, CPC implements the government policies and investment in China's
petrochemical industry generally.

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.

Response to Comment No. 7:

        In response to the Staff's comments, disclosure on page 9 was revised by adding a new subsection "Position of Sinopec Corp., Beijing Feitian and Beijing Yanhua as
to the Fairness of the Merger" to the "Summary-the Merger" section in the Amended Shareholder Circular.

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.
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Response to Comment No. 8:

        We respectfully submit that the requested information is set forth in the "Expected Timetable" section. As indicated in such section, the Special General Meetings
of Beijing Yanhua and Beijing Feitian are scheduled for March 4, 2005. Immediately after the Merger is approved by Beijing Yanhua Shareholders at such meetings, Beijing Yanhua and Beijing
Feitian will separately notify their respective creditors of the transaction during a 90-day notice period required under the PRC law. Within approximately 30-45 days
following the end of such notice period, all the PRC approvals are expected to be obtained, and then the listing of Beijing Yanhua on the Hong Kong Stock Exchange will be withdrawn. Thereafter, we
will apply for the delisting of Beijing Yanhua from the New York Stock Exchange, which is expected to take place around the end of July this year. As indicated in the Notes to "Expected Timetable", if
an exemption from the creditors notice period is granted by the relevant Chinese government authorities, there will not be a 90-day waiting period and the transaction could be closed
earlier.

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.

Response to Comment No. 9:

        In response to the Staff's comments, the number of definitions in the Shareholder Circular has been reduced and certain definitions have been revised to make them
more clear in the Amended Shareholder Circular. Please note that it is a standard practice in Hong Kong to have a "Definitions" section and the Hong Kong Stock Exchange and the SFC (as well as Hong
Kong investors) expect certain defined terms to be used for ease of reference. As such, we have kept certain definitions that are customarily included in circulars to shareholders for Hong Kong listed
companies.

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.

Response to Comment No. 10:

        We respectfully submit that Beijing Yanhua is required only to disclose the information required by Item 1010 (a)(1), (3) and (4) and Item 1010 (b),
if material, of the Regulation M-A. As for Item 1010(a)(2), this Item does not apply as Beijing Yanhua is a foreign private issuer and is not required to file quarterly reports
under the Exchange Act. Further, disclosure under Item 1010(c) of Regulation M-A is not required by Item 13 of Schedule 13E-3.

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        As
Instruction 3 to Item 13 of Schedule 13E-3 permits incorporation by reference of financial statements previously filed with the Commission, we have added a
statement in the opening paragraph of the "Selected Historical Financial Data" section to incorporate into the Amended Shareholder Circular the required disclosure by reference to the audited
financial statements of Beijing Yanhua for the years ended December 31, 2002 and 2003 contained in Beijing Yanhua's annual report on form 20-F for the fiscal year ended
December 31, 2003 (the "Form 20-F") filed with the SEC on June 17, 2004. We have also indicated in the "Selected Historical Financial Data" section and the "Where to
Find More Information" section of the Shareholder Circular that such financial statements are available on the Commission's website at www.sec.gov. As such, we believe that we have satisfied the
requirement of Item 1010(a) (1) of Schedule 13E-3.

        With
respect to Item 1010(a)(3), we believe that Beijing Yanhua is required to provide the ratio of earnings to fixed charges for only the two most recent fiscal years, and such
information has already been provided in the "Selected Historical Financial Data" of the Shareholder Circular. We do not believe Beijing Yanhua is required to provide ratio of earnings to fixed
charges for the interim periods as those are periods referred to in Item 1010(a)(2), and as explained above, we do not believe such Item applies to Beijing Yanhua.

        Book
value per share as of the date of the most recent balance sheet presented is also provided in the "Selected Historical Financial Data" of the Amended Shareholder Circular under the
line item "Net asset value per Beijing Yanhua Share". Again, for the reasons set forth above, we did not provide book value per share for the interim periods. As such we believe that we have satisfied
the requirement of Item 1010(a)(4).

        With
respect to Item 1010(b) of Regulation M-A, we note that disclosure on pro forma information is required only if it is material. We do not believe that such
information is material in this transaction, as Beijing Yanhua is 70% owned by Sinopec Corp. and Beijing Yanhua is consolidated into Sinopec Corp's consolidated financial statements. In addition, the
effect that the Merger would have on Beijing Yanhua's balance sheet, statement of income, earnings per share, ratio of earnings to fixed charges and book value per share is not material and Beijing
Yanhua will be dissolved as a result of the Merger.

        With
respect to Item 1010(c), as indicated above, disclosure of information under this Item is not required. Nevertheless, in order to give investors an overview of Beijing Yanhua's
financial status, we voluntarily included the summary financial information under this Item in the "Selected Historical Finan