SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

       DIVISION OF
CORPORATION FINANCE

May 5 , 2010

By facsimile to (212) 688 -7273 and U.S. Mail

Mr. Rong Yang
Chairman, President, and Chief Executive Officer
China Infrastructure Construction Corporation
Shidai Caifu Tiandi Building Suite 1906 -09
1 Hangfeng Road Fengtai District
Beijing, People’s Republic of China 100070

Re: China Infrastructure Construction Corporation
 Pre-effective Amendment 1 to Registration Statement on Form S -1
 Filed April 30 , 2010
 File No. 333 -165742

Dear Mr. Yang:

We reviewed the filing and have the comments below.

Outside Front Cover Page  of Prospectus

1. We note your response to comment three in our letter dated April 19, 2010.  Please
note that you  may not omit the number of shares of common stock relating to the
underwritten offering .  Please disclose the number of shares here and, as appropriate,
throughout the underwritten offering prospectus.  See Rule 430A of Regulation C
under t he Securities Act.   For additional guidance, you may wish to refer to Question
and Answer 227.02 in the Securities Act Rules section of our “Compliance and
Disclosure Interpretations” available on the Commission’s website at
http://www/sec.gov .

Principal Stockholders, page 44

2. We note your response to comment eight in our letter dated April 1 9, 2010.  You
appear to have removed from the beneficial ownership table the row for Guiping
Liao.  As Ms. Liao appears to be  the holder of more than 5% of your common stock
in her own right, please include her in  the table.

Material  United States F ederal Income Tax Considerations, page 47

3. We note your response to comment 10  in our letter dated April 19, 2010 .  As
requested previously, please remove the word “certain” in the first sentence of the

Mr. Rong Yang
May 5 , 2010
Page 2

fourth  paragraph under “General” becau se the word “certain” may imply that China
Infrastructure Construction has not disclosed all material United States federal
income tax considerations .

U.S. Holders, page 48

4. We note your response to comment 11  in our letter dated April 19, 2010 .  As
requested previously, please remove the words “In general” in the first paragraph
under “Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of
Common Stock” on page 49 because the words may imply that investors ca nnot rely
on the disclosure.

Exhibit 5.1

5. We note counsel’s statement that it is not licensed to practice law in Colorado .  We
further note that the opinions to be rendered concern the Colorado Business
Corporation  Act and the applicable provisions of the Colorado Constitution and the
reported judicial decisions interpreting such statutes and provisions .  Please provide
an opinion of counsel as to the legality of the securities covered by the registration
statement that is not qualified as to jurisdiction in this manner.  In its current form, the
filed opinion is unacceptable.  Please note, too, that the opinion must be dated and
must include the number of shares of common stock in the underwritten offer ing.

Closing

 As appropriate, please amend your filing in response to t he comments.  You may
wish to provide us marked courtesy copies of the filing to expedite our review.  Please
furnish a cover letter tagged as correspondence with your amendment that keys your
responses to our comments and provides any requested informatio n.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after review of your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosures in the filing to be certain that the filing includes all information required
under the Securities Act of 1933 and that they have provided all information that
investo rs require for an informed investment decision.  Since the company and its
management are in possession of all facts
relating to a company’s disclosures, they are responsible for the adequacy and accuracy
of the disclosures that they have made.
Notwithsta nding our comments, when the company requests acceleration of the
effective date of the registration statement, it should furnish a letter, at the time of the
request, acknowledging t hat:

Mr. Rong Yang
May 5 , 2010
Page 3

 Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing.

 The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not r elieve the company
from its full responsibility for the adequacy and accuracy of the disclosure
in the filing.

 The company may not assert staff comments and the declaration of
effectiveness 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 that you provide to the staff of the Division of Corporation Finance in
connection with our revi ew of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the fact that those requesting acceleration are
aware of their resp ective responsibilities under the Securities Act of 1933 and the
Securities Exchange Act of 1934 as they relate to the proposed public offering of the
securities specified in the above  registration statements.  We will act on the request and,
pursuant to d elegated authority, grant acceleration of the effective date.

We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow adequate time after the filing of any amendment
for further review bef ore submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested effective date.

 You may direct questions on comments and disclosure issues to Edward M. Kelly,
Senior Counsel, at (202) 551-3728 or Dietrich A. King, Staff Attorney, at (202) 551 -
3338.

     Very truly yours,

     Pamela A. Long
     Assistant Director

Mr. Rong Yang
May 5 , 2010
Page 4

cc: Darren Ofsink, Esq.
 Guzov Ofsink, LLC
 600 Madison Avenue, 14th Floor
 New York, NY 10022