(SHEARMAN & STERLING LLP LOGO)
(SHEARMAN & STERLING LLP CHINESE LOGO)

RESIDENT PARTNERS
Lee Edwards
Alan D. Seem
Admitted in New York

Writer's Email Address: January 15, 2007
Alan.Seem@shearman.com

Writer's Direct Number:
+86.10.5922.8002

VIA FACSIMILE
- -------------

Ms. Beverly A. Singleton, Staff Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-3561
Tel: +1.202.551.3328
Fax: +1.202.772.9202

RE: GUANGSHEN RAILWAY COMPANY LIMITED
FORM 20-F FOR FISCAL YEAR ENDED DECEMBER 31, 2005
FILED JUNE 29, 2006
FILE NO. 1-14362

Dear Ms. Singleton:

Guangshen Railway Company Limited (the "Company") has requested us to
respond to the Staff's comment letter, dated November 13, 2006, with respect to
the annual report on Form 20-F for the fiscal year ended December 31, 2005
("Form 20-F") filed with the Securities and Exchange Commission (the
"Commission") on June 29, 2006.

The Company's responses to the Staff's comments are set forth below. The
numbered paragraphs below correspond to the numbered paragraphs of the Staff's
comment letter, which have been retyped herein in bold for your ease of
reference, and the page number references relate to the marked version of the
revised draft registration statement enclosed herewith.

FORM 20-F (FISCAL YEAR ENDED DECEMBER 31, 2005)

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA, PAGE 3

1. WE NOTE YOU INCLUDE THE NON-GAAP MEASURE "REVENUE FROM CONTINUING OPERATIONS
PER SHARE." PLEASE TELL US HOW THIS NON-GAAP MEASURE COMPLIES WITH QUESTION 28
OF THE STAFF'S "FREQUENTLY ASKED QUESTIONS REGARDING THE USE OF NON-GAAP
FINANCIAL MEASURES," ISSUED JUNE 13, 2003. WE NOTE THIS MEASURE DOES NOT APPEAR
IN YOUR PRIMARY FINANCIAL STATEMENTS PREPARED UNDER IFRS, AND THAT THIS MEASURE
APPEARS TO BE PROHIBITED UNDER THE GUIDANCE OF ITEM 10(e)(1)(ii) OF REGULATION
S-K AND SHOULD EXPLAIN WHY MANAGEMENT BELIEVES THAT THE PRESENTATION PROVIDES
USEFUL INFORMATION TO INVESTORS. YOUR RESPONSE SHOULD ALSO, AS APPLICABLE,
ADDRESS THE "NOTE TO PARAGRAPH (e)" OF ITEM 10(e) OF REGULATION S-K.
ALTERNATIVELY, PLEASE DELETE THIS NON-GAAP MEASURE FROM FUTURE FILINGS.

Management believes that the inclusion of such non-GAAP financial measure would
allow the Company's investors and readers of the financial information in the
U.S. market to have an enhanced understanding of the Company's per share
performance as a factor of its revenues from its continuing operations.

However, the Company understands that such inclusion may not be in full
compliance with Question 28 of the Staff's "Frequently Asked Questions Regarding
the Use of Non-GAAP Financial Measures," and such disclosure may also be
prohibited under Regulation S-K. As a result, the Company will delete such
information from future filings to be made with the Commission.

CRITICAL ACCOUNTING POLITICS AND ESTIMATES

FIXED ASSETS, PAGE 45 AND

NOTE 2. PRINCIPAL ACCOUNTING POLICIES

(5) FIXED ASSETS, PAGE F-11

2. SEE THE TABLE WITHIN THIS NOTE. YOU DISCLOSE THAT "TRACK, BRIDGES AND SERVICE
ROADS" ARE DEPRECIATED OVER ESTIMATED USEFUL LIVES OF "55 TO 100 YEARS" UNDER
IFRS. WE NOTE THAT FIXED ASSETS, WHICH APPEAR TO BE SIMILAR IN NATURE, TO THOSE
HELD BY OTHER COMPANIES IN YOUR INDUSTRY ARE GENERALLY NOT DEPRECIATED OVER A
PERIOD THAT IS GREATER THAN 40 TO 50 YEARS FOR U.S. GAAP PURPOSES. THIS PRACTICE
APPEARS TO CONSTITUTE A DIFFERENCE IN ACCOUNTING BETWEEN IFRS AND U.S. GAAP.
ACCORDINGLY, PLEASE EXPAND YOUR DISCLOSURES IN THE U.S. GAAP RECONCILIATION
FOOTNOTE TO DISCUSS THIS DIFFERENCE AND TO INCLUDE ITS IMPACT IN THE APPROPRIATE
RECONCILING SCHEDULES YOU HAVE PRESENTED. ALTERNATIVELY, PLEASE TELL US WHY YOU
BELIEVE THAT YOUR CURRENT ACCOUNTING POLICY IS APPROPRIATE UNDER U.S. GAAP. WE
MAY HAVE FURTHER COMMENTS UPON REVIEW OF YOUR RESPONSE.

The Company respectfully advises the Staff that the standards on the
depreciation of fixed assets are substantially similar under both IFRS and U.S.
GAAP. Pursuant to IAS 16.50, the depreciable amount of an asset shall be
allocated on a systematic basis over its useful life.

Similarly, under U.S. GAAP, pursuant to ARB 43 Chapter 9B paragraph 5, the cost
of tangible capital assets (less salvage value, if any) is required to be
allocated over the estimated useful life of such asset in a systematic and
rational manner. Neither IFRS nor U.S. GAAP imposes an absolute limit on, or
specifies the estimated useful lives over which the fixed assets are to be
depreciated.

The Company would like to advise the Staff that different ranges of useful lives
are assigned to different types of assets of "tracks, bridges and service roads"
within the broad range of 55-100 years. Details are set out as follows:

<Table>
<Caption>
- -------------------------------------------------------------------------
Categories Useful lives
- -------------------------------------------------------------------------

Bridges and service roads 55 years
- -------------------------------------------------------------------------
High Speed tracks 70 years
- -------------------------------------------------------------------------
Slow Speed tracks (located along the train stations) 100 years
- -------------------------------------------------------------------------
</Table>

The main factors considered by management in the assignment of estimated useful
lives (under both IFRS and U.S. GAAP) include: (i) technical assessment of the
expected usage of such assets; (ii) their expected physical wear and tear; and
(iii) technical or commercial obsolescence arising from changes or improvements
in production of similar fixed assets, and changes in market demand for, or
legal or comparable limits on, the use of such fixed assets. In particular, for
the track structure (which is the major category of assets within "tracks,
bridges and service roads"), different depreciable lives are assigned to
different sections of the track depending on the relative speed of trains/loads
riding on them.

- Technical assessments of the expected usage of such assets

The estimated useful lives used by the Company are supported by technical
assessments made by the Company's qualified in-house engineering experts
who have the necessary qualifications required by the railway industry in
China. According to these experts, the estimated useful lives of the tracks
are significantly impacted by the tonnages of loading ("Pass-through
Tonnage", i.e. the train-sets and the passengers/cargos riding on them)
borne by the structure in its usage. An analysis of the historical
Pass-through Tonnage is set out below:

(1) Historical Pass-through Tonnage data of the past 11 years from 1995 to
2005:

<Table>
<Caption>
YEAR AVERAGE PASS-THROUGH TONNAGE
- -----------------------------------------------------

1995 8,500,000
1996 9,100,000
1997 9,300,000
1998 9,300,000
1999 9,400,000
2000 9,600,000
2001 10,100,000
2002 10,500,000
2003 10,300,000
2004 10,700,000
2005 11,200,000
-----------
TOTAL 108,000,000
===========

</Table>

Although the pass-through tonnage experienced a steady increase over the
last ten years, the actual pass-through tonnages have been close to or even
exceeded annual designed capacity of the railways. Considering the
Company's railway construction plans (i.e. the newly constructed railway
lines which will reduce the heavy pass-through tonnages currently borne by
the already in-place railways especially in the last few years) and
management's projection of the future business, management believes that
the average of the pass-through tonnage of the last ten years is
representative of the future pass-through tonnage for the remaining useful
lives of the tracks.

(2) The estimated useful lives calculated using the historical
Pass-through Tonnage data is as follows:

<Table>
<Caption>
DESCRIPTION DATA UNIT
- ----------------------------------------------------------------------------- ----------- ---------

The designed loading capacity of the track structure ........................ A 700,000,000 tonnage
Accumulated Pass-through Tonnages of the past 11 years (1995-2005) .......... B 108,000,000 tonnage
Average annual tonnages (1995-2005) ......................................... C=b/11 9,818,182 tonnage
Estimated economic lives (using 11-year average) ....(a) .................... d=a/c 71 years
Estimated economic lives (using 2005 tonnage only) ...(b) ................... 63 years

</Table>

As demonstrated above, the estimated economic lives computed from the
analysis (based on either the 11-year average or the 2005 data on a
standalone basis) fall into the adopted range of estimated useful lives of
55 to 100 years.

The Company considers that the estimate is reasonable given the fact that
it is currently constructing a new railroad running parallel with the
existing track structure. The new railroad, after completion, will reduce
the volume of traffic currently passing through (the "pass-through
tonnage") the existing structure. As a result, the rate of pass-through
tonnage on the Company's existing track structure is expected to stabilize
and may reduce once the new railroad is operational. Nevertheless, the
Company will continue to closely monitor the changes in the pass-through
tonnages in the future as part of its continuous assessment of the
estimated useful lives of the assets.

- Expected physical wear and tear of the related assets

The percentage of the overall portion of tracks repaired and replaced
against the total track cost is another important factor used by management
to periodically assess the reasonableness and appropriateness of the
estimated useful lives adopted. Based on management's historical experience
and knowledge of the industry, the Company estimates that the percentage of
the overall portion repaired and replaced against the total track cost
ranges from 1% to 1.8%, which is supportive of the current useful lives
used (55 years to 100 years).

The following table sets out an analysis of the Company's track replacement
and maintenance activities undertaken from 2003 to 2005.

<Table>
<Caption>
2003 2004 2005 AVERAGE

TRACKS
Total length of the railroad (meters) ** .................... 720,000 720,000 720,000 720,000
Length of railroad repaired and replaced (meters) ........... 6,150 10,800 18,800 11,917
% of the portion repaired and replaced against the total .... 0.9% 1.5% 2.6% 1.66%

TRACK DIVERSION JOINTS
Total groups of track diversion joints ** ................... 1,063 1,063 1,063 1,063
Groups of track diversion joints repaired and replaced ...... 5 10 9 8
% of the portion repaired and replaced against the total .... 0.47% 0.94% 0.85% 0.75%

</Table>

** There have not been substantial changes made in the track structure of
the Company from 2003 to 2005. Therefore, management used a length of
720,000m of the track and a total of 1,063 groups of joints for compiling
the above analysis from 2003 to 2005.

As periodic overhauls (which have increased the replacement and maintenance
cost in 2005) are required for the railway industry every 3 to 5 years,
management believes that using an average of the historical replacement and
maintenance activities in the past 3 years to perform such assessment is
appropriate. As shown in the above table, the average percentage of the
replacement and maintenance of the tracks (the major part of the railway)
falls into the estimated range.

The Company continues to monitor the repair and maintenance activities and
perform periodical analysis and assessment on the reasonableness and
appropriateness of the estimated useful lives so adopted and will make
necessary adjustment to the estimation.

- Results of recent durability assessment performed by a railway
industry expert

As part of the continuous monitoring process of the durability of the track
assets, the Company appointed a professional railway institution under the
Ministry of Railway ("MOR") during 2006 in order to re-assess the useful
lives of the tracks based on degree of wear and tear of such assets. The
conclusion indicated in the assessment report issued by that expert has
indicated that the estimated useful lives of tracks are not less than 70
years and 100 years for the high speed and low speed sessions of the whole
railway track, respectively. This assessment result is supportive of the
estimation made by the Company for the depreciation of the track assets.

- Technical or commercial obsolescence arising from changes or
improvements

The Company also assessed the estimated useful lives based on technical or
commercial obsolescence arising from changes or improvements in the
production of similar fixed assets, and legal or comparable limits on the
use of such fixed assets according to the industry practice in China and
regulations issued by MOR. The Company understands that other PRC railway
companies do not depreciate their tracks according to the relevant
regulations issued by MOR as the tracks are considered very durable assets.
The Company has performed an analysis on the overall economic useful lives
of the track structures with reference to the historical trends of other
PRC railroads operated under the

control of MOR. The input for this analysis was obtained by the Company
though internal consultations with technical experts within the MOR, from
published information on industry guidelines of MOR, and an assessment of
the historical track replacement and maintenance costs. According to the
Company's analysis, a significant portion of the railroads in China have
been in operation for more than 100 years without major overhaul. The
estimated useful lives used by the Company are consistent with results of
this analysis.

In addition, the Company has benchmarked its estimated useful lives with
other railroad operators in the industry in North America. However, due to
the fact that there are significant differences between the railway system
and its operations and regulations in China as compared to those in North
America (e.g. speed of trains traveling on the railroad, operating
conditions and frequency of usage, industry regulation), management
concluded that such a comparison may not be entirely meaningful or
reasonable. For example, management compared its estimates with those of
the Kowloon-Canton Railway Corporation ("KCRC"), an SEC-reporting company
based in Hong Kong which is engaged in the railway business, and noted that
KCRC has estimated the useful lives of its tunnels, bridges and roads to be
100 years for its U.S. GAAP reporting. The Company has also compared the
estimates with MTR Corporation ("MTR"), another SEC-reporting company based
in Hong Kong which is engaged in underground subway business, and noted
that MTR has estimated useful lives of 80-100 years for its tunnel linings,
station building structures and depot structures for its U.S. GAAP
reporting. These reflect the estimates made by companies operating in the
same industry and under similar regulation in the China/Hong Kong markets
and concluded that their estimates of useful lives are comparable to the
Company's estimates.

Based on the above, the Company respectfully submits that the use of
estimated useful lives of 55 to 100 years for its "track, bridges and
service roads" is appropriate.

3 AS A RELATED MATTER, WE NOTE THAT THESE ASSETS ARE LOCATED ON STATE-OWNED
LAND AND IN THE PRC. THE LAND IS LEASED FOR TERMS OF 36.5 TO 50 YEARS. ONE OF
THE FACTORS THAT SHOULD BE CONSIDERED WHEN DETERMINING USEFUL LIFE UNDER IAS 16,
PARAGRAPH 56(d) IS THE LEGAL OR SIMILAR LIMITS ON THE USE OF THE ASSET, SUCH AS
THE EXPIRY DATES OF RELATED LEASES. FURTHER, UNDER U.S. GAAP, THE LEASE TERM
INCLUDES THE FIXED NONCANCELABLE TERM OF THE LEASE AND ONLY THOSE RENEWALS THAT
ARE DEEMED REASONABLY ASSURED. WE REFER, BY ANALOGY, TO THE GUIDANCE SET FORTH
IN EITF 05-6. PLEASE TELL US WHETHER ANY OF YOUR LEASES CONTAIN EXPLICIT RENEWAL
OPTIONS. IF THEY DO NOT CONTAIN SUCH OPTIONS, PLEASE TELL US WHY DEPRECIATION
PERIODS THAT EXCEED LEASE EXPIRATION DATES ARE APPROPRIATE UNDER BOTH IFRS AND
UNDER U.S. GAAP. WE MAY HAVE FURTHER COMMENTS UPON REVIEW OF YOUR RESPONSE.

Management believes that the railway assets should be depreciated over a period
that is longer than the land lease term of 36.5 years to 50 years based on the
following factors:

- Nature of the Company and the railway industry in China

The railway industry in China operates as a nationwide integrated system
under centralized supervision and management by the Ministry of Railway
("MOR"), a governmental organization. The Company is a majority owned
subsidiary of MOR.

Also, all the land in China is owned by the government. Accordingly,
management considers this to be an important factor in evaluating whether
the leases on the land can be renewed with reasonable assurance from the
government. Given the nature of the parent-subsidiary relationship between
the Company and MOR, management does not foresee any difficulty in
obtaining the necessary renewals. Moreover, the Company is one of several
railway companies that provide railway passenger and freight transportation
business between Guangzhou and Shenzhen (major cities in Southern China)
and is deemed to have a social obligation to provide such necessary
services to support the economic development of this region as well as the
entire country. This social role that the Company has increases the
likelihood of the renewal and makes management more confident on obtaining
the renewal on expiry of the original lease term.

- Management's future business development

As of December 31, 2005, the net book value of tracks built on the land
(with useful lives longer than the land lease tem) was RMB 440 million. In
addition, management intends to renew the lease term of land before expiry,
which is supported by the fact that the Company has plans to construct a
new rail line which is parallel to the current rail lines that will operate
on the same land. The proposed investment of over RMB1,000 million is
expected to be made in the following 2 to 3 years. This planned expenditure
has received approval from MOR, which management believes indicates the
government's intention to grant the renewal of the land lease to the
Company.

- Legal opinion from Chinese counsel

The Company has obtained a formal legal opinion from its Chinese counsel on
whether there are any legal restrictions or barriers for the Company to
renew the land lease. According to the legal opinion obtained, the Company
could lodge an extension request with the government one year before the
expiry of the original leases. Except for the fact that there is a remote
possibility that public and social welfare would request to take back the
land (which is considered highly unlikely by the Company based on actual
historical experience and management's experience of the PRC market
environment), the government would likely grant the extension approval.

In addition, the counsel also concludes that there are no legal
restrictions or barriers for the Company to renew its land leases upon
their expiry.

- U.S. GAAP and IFRS Analysis

Under U.S. GAAP, assets should be depreciated over the shorter of the
estimated useful lives or the land lease terms, as confirmed by the SEC's
Office of the Chief Accountant's letter to the American Institute of
Certified Public Accountants, dated February 7, 2005. As defined in
paragraph 5(f) of Statement of Financial Accounting Standards ("FAS") No.
13, the lease term is the fixed non-cancelable term of the lease plus: (i)
all periods, if any, covered by bargain renewal options; and (ii) all
periods, if any, for which failure to renew the lease would impose a
penalty (as defined in paragraph 5(o)) on the lessee in such amount that a
renewal appears, at the inception

of the lease, to be reasonably assured.

According to EITF 05-6 (Determining the Amortization Period for Leasehold
Improvements), once the lease term (including renewals that are deemed
reasonably assured) is determined, an entity can then determine (a) the
classification of the lease and (b) the period to recognize straight-line
rents.

Under IFRS, the lease term of land leases are to be determined by reference
to the legal form and status of the leases as well as the definition of the
lease term in IAS 17. The renewal of a lease term for purposes of
determining the length of a lease for depreciation purposes may be assumed
only if the lessee has a renewal option and it is reasonably certain at the
inception of the lease that the lessee will exercise the option (emphasis
added). IAS 17 does not require a signed contract with the counterparty on
the renewal option. However, a general intention to extend lease terms,
(such as the intention expressed by the government) is not a sufficient
basis to assume extension of the lease.

Based on the above U.S. GAAP analysis, management believes the depreciation
should be over the shorter of the estimated useful lives or the land lease terms
plus the renewal terms that are deemed reasonably assured.

As the land lease terms are expected to be renewed upon expiry based on the
above factors, the Company believes it is appropriate to depreciate the assets
over the estimated useful lives of the assets even though the useful lives are
longer than the original land lease terms.

4 UNDER THE CURRENT VERSION OF IAS 16, THE COST OF AN ASSET AT INITIAL
RECOGNITION ALSO INCLUDES THE INITIAL ESTIMATE OF THE COSTS OF DISMANTLING AND
REMOVING THE ITEM AND RESTORING THE SITE ON WHICH IT IS LOCATED, THE OBLIGATION
FOR WHICH AN ENTITY INCURS EITHER WHEN THE ITEM IS ACQUIRED OR AS A CONSEQUENCE
OF USING THE ITEM DURING A PARTICULAR PERIOD. PLEASE EXPLAIN, SUPPLEMENTALLY AND
IN DETAIL, WHETHER AND HOW YOUR ACCOUNTING POLICY COMPLIES WITH THIS GUIDANCE.
WE MAY HAVE FURTHER COMMENTS UPON REVIEW OF YOUR RESPONSE.

The Company believes that the accounting policy for fixed assets complies with
the guidance of paragraph 16 (c) of IAS 16 which states that, "the cost of an
item of property, plant and equipment comprises the initial estimate of the
costs of dismantling and removing the item and restoring the site on which it is
located, the obligation for which an entity incurs either when the item is
acquired or as a consequence of having used the item during a particular period
for purpose other than to produce inventories during that period".

Based on the following analysis, the Company has concluded that they don't
presently have any legal or constructive obligations for dismantling, removing
and restoring costs:

- No written or constructive obligation of dismantling, removing and
restoring

The Company's legal documents and contracts do not provide any specific
clauses or terms that stipulate an obligation - either constructive or
legal - for dismantling, removing and restoring the land.

- Historical practice

The Company has not incurred any costs for dismantling, removing or
restoring in the prior years. Furthermore, within the PRC, management is
not aware of any such costs having been incurred by other railway companies
in China based on the Company's communication with MOR and its knowledge of
the practices of other PRC railway companies and the railway industry in
the PRC in general. The management has also researched on the occurrence of
railway dismantlement in mainland China in recent years and noted that most
railways operated continuously except for some minor relocation of railway
lines due to city reconstruction. In most cases, the railway companies were
compensated by the government for the additional expenditures that had to
be incurred.

- Legal opinion from Chinese counsel

The Company has obtained a formal legal opinion from its Chinese legal
counsel on whether the Company has a contractual or legal obligation under
their contracts to dismantle, remove or restore the lands occupied by the
railway. According to the legal opinion obtained, the Company does not have
such obligations unless such obligations have been explicitly stated in the
land lease agreements. Management of the Company is also not aware of any
such obligations being stipulated in its land lease agreements.

As a result of considering all the above factors, the Company continues to
believe that not including the costs of dismantling, removing and restoring in
the initial recognition of the assets is appropriate.

NOTE(14) DEFERRED INCOME TAX, PAGE F-15

5 UNDER U.S. GAAP, IF THE AMOUNT PAID TO ACQUIRE A SINGLE ASSET DIFFERS FROM
ITS TAX BASE, THE CONSIDERATION PAID IS ALLOCATED BETWEEN THE ASSET AND THE
DEFERRED TAX EFFECT. THIS ACCOUNTING APPEARS TO DIFFER FROM YOUR ACCOUNTING
POLICY UNDER IFRS. PLEASE TELL US WHY NO RELATED RECONCILING ADJUSTMENT IS
REQUIRED IN FOOTNOTE 36.

The Company respectfully advises the Staff that for all assets acquired in prior
years, the cost of acquisition equals the tax base. Accordingly this not been
identified as a U.S. GAAP reconciling item for the Company.

NOTE 36 RECONCILIATION OF CONSOLIDATED PROFIT ATTRIBUTABLE TO SHAREHOLDERS AND
CONSOLIDATED NET ASSETS BETWEEN IFRS AND US GAAP, PAGE F-51.

6 REFER TO NOTE 2 a(ii) AND THE ADJUSTMENT FOR FISCAL 2005 DISCLOSED IN THE
'CONSOLIDATED PROFIT ATTRIBUTABLE TO SHAREHOLDERS.' SUPPLEMENTALLY TELL US HOW
YOU CALCULATED THIS ADJUSTMENT AMOUNT. ALSO TELL US WHETHER OR HOW THE
ADDITIONAL RMB140,000,000 RECORDED IN FISCAL 2005 PERTAINING TO THE ADJUSTMENT
AMOUNT FOR THE RESTRUCTURING (SEE DISCLOSURE IN NOTE 6 TO THE IFRS AUDITED
FINANCIAL STATEMENTS) HAS BEEN REFLECTED IN THE U.S. GAAP RECONCILIATION FOR
'CONSOLIDATED PROFIT ATTRIBUTABLE TO SHAREHOLDERS' AND 'CONSOLIDATED NET
ASSETS.'

The adjustment of RMB140,000,000 was an adjustment made by the Company in its
2005 IFRS accounts in order to correct an insignificant clerical accounting
error (please refer to the Company's SAB No. 99 analysis as part of the
Company's response to Question 7) made by the Company at the time of the initial
public offering ("IPO") of the Company. This error was identified in 2005 by
management as a result of its effort to continuously improve the financial
reporting processes in preparing its U.S. GAAP reconciliation statement from its
base IFRS financial statements for 20-F reporting purposes.

The purpose of the adjustment was to record a cumulative adjustment to properly
restate the fixed assets and capital reserve balances carried forward from the
time of the IPO in 1996 reported under IFRS.

The amount relates to an estimate of RMB140,000,000 made by the Company on its
statutory financial statements prepared under PRC GAAP in 1996 to increase the
carrying value of a construction in progress ("CIP") project (subsequently
transferred to fixed assets ("FA") upon completion) representing contribution
made to the Company by its predecessor operations. In preparation of the IFRS
financial statements, such amount was mistakenly reversed by management by
reducing the carrying value of CIP/FA with a corresponding reduction in the
share premium account under equity at the time of the IPO. This was then carried
forward as a GAAP conversion adjustment for its IFRS financial statements
restated from its PRC GAAP statutory financial statements. However, the
corresponding effect on periodic depreciation and deferred taxation (arising
from the differences between PRC GAAP and IFRS) had not been accounted for in
the IFRS financial statements from 1996 to 2005 (i.e. no income statement impact
was considered and reflected in the IFRS financial statements).

In 2005, management undertook a more robust approach to the preparation of the
Company's IFRS financial statements by performing a more detailed review on the
applicability and accuracy of each conversion adjustment for restating its
statutory PRC GAAP financial statements to IFRS. During that process, they
investigated the underlying rationale for the RMB140 million carryforward
conversion adjustment under IFRS. Management found that the carrying values of
FA reported under its statutory PRC GAAP financial statements had not been
overstated based on the revaluation performed by independent professional asset
appraisers in 2002. Therefore, management concluded that this conversion
adjustment was a clerical error which lacked adequate supporting documentation.
As a result, the conversion adjustment was reversed for 2005 IFRS financial
reporting.

Based on the explanations provided above, the Company respectfully advises the
Staff of the following:

o the adjustment does not result in a reconciling item in the Company's
2005 U.S. GAAP reconciliation of "consolidated net assets" given that
the adjustment was already reflected in the IFRS consolidated net
assets for the reconciliation to U.S. GAAP;

o the original journal entry recorded by the Company and the subsequent
adjustment only impacted CIP/FA and share premium account. Such
adjustments do not have any impact on net income either for IFRS or
U.S. GAAP reporting purposes. As a result, the "consolidated net
profit" under U.S. GAAP has not been affected.

7 AS A RELATED MATTER, PLEASE SUPPORT YOUR CONCLUSION THAT INCLUSION OF THIS
AMOUNT IN CURRENT YEAR ADDITIONS IS APPROPRIATE FOR PURPOSES OF U.S. GAAP. WITH
REGARD TO THE "IMMATERIAL" AMOUNTS INVOLVED, PLEASE ADDRESS THE CONSIDERATIONS
RAISED IN SAB TOPIC1-N, QUESTION 3. OF PARTICULAR CONCERN IS THE POTENTIAL
EFFECT, UPON THE INCOME STATEMENT, OF CORRECTING THE CARRYOVER EFFECT OF PRIOR
YEAR MISSTATEMENTS. WE MAY HAVE FURTHER COMMENTS UPON REVIEW OF YOUR RESPONSE.

The Company respectfully advises the Staff that the Company has considered the
impact of the above-mentioned adjustment in accordance with the Staff's guidance
outlined in Topic 1-M. The amount of RMB140, 000,000 accounts for 1% of net
assets of the Company, and 2% of the net fixed assets of the Company under U.S.
GAAP as of December 31, 2004 and 2005. As discussed in the response to Comment
No. 6, the correction of the accounting error did not have any net profit
impact.

The Company has further considered the following qualitative factors under SAB
99 for assessment of materiality:

o Compensation of management personnel is determined based on the
reported PRC GAAP operating results which never included this
adjustment. It was not an intentional misstatement made by the
management or a concealment of an unlawful transaction.

o The Company has evaluated the stock price movements for the past 2
years and has observed that even with the very significant
transactions that are expected to have a significant impact on the
future performance of the Company, the market reaction to the share
price had not been very significant (though in an upward trend).

o The adjustment which has no net profit impact, whether made in the
past years or in 2005 in aggregate, would not have distorted the
profit trend, nor would have resulted in a loss for any of these
years.

o The adjustment would not distort or significantly affect segment
reporting, as "railway business", to which this adjustment relates, is
the primary business segment constituting more than 95% of the total
reported revenue and income for the past several years.

o The adjustment does not affect the Company's compliance with any
regulatory requirements in the U.S., China or Hong Kong. Furthermore,
the Company does not have any outstanding debt obligations from third
parties and therefore, the correction of the error did not trigger any
breaches of covenants nor contractual requirements.

Based on the analysis of the above qualitative and quantitative factors, the
Company believes that the adjustment is not material to the financial statements
of current year or previous years.

8 PLEASE EXPAND YOUR FOOTNOTE TO INCLUDE A MORE SPECIFIC AND COMPLETE
NARRATIVE DESCRIPTION OF EACH MATERIAL VARIATION IN ACCOUNTING PRINCIPLES,
PRACTICES AND METHODS USED IN PREPARING THE FINANCIAL STATEMENTS FROM THE
PRINCIPLES, PRACTICES AND METHODS GENERALLY ACCEPTED IN THE UNITED STATES AND IN
REGULATION S-X.

In response to the Staff's comment, management is currently in the process of
examining its reconciliation footnote against the specific requirements of Item
18 of Form 20-F. In this regard, management is working to improve the level of
disclosure provided in the description of each of the material variations
identified in the reconciliation from IFRS to U.S. GAAP, and will include such
disclosures in the Company's future 20-F filings. Furthermore, the Company
wishes to advise the Staff that the current reconciling differences between U.S.
GAAP and IFRS, as it relates to the Company, primarily relate to the difference
in the Company's accounting policy on fixed assets; the Company applies the
historical cost model under U.S. GAAP and the revaluation model under IFRS. The
Company is presently evaluating a change in its IFRS accounting policy to the
historical cost model which, when adopted, would substantially reduce the number
of material variations presently reported in the reconciliation to U.S. GAAP.

* * * *

Also enclosed herein as Annex A is the written acknowledgment from the
Company requested by the Staff. Please direct any questions concerning this
letter to the undersigned at +86.10.5922.8002 or Mr. Wilson Chow of
PricewaterhouseCoopers, the independent auditors of the Company, at
+86.755.8261.8886.

Very truly yours,

/s/ Alan Seem
-------------

Alan Seem

Annex A -- Written Acknowledgment

cc: Margery E. Reich, Senior Staff Accountant
David R. Humphrey, Branch Chief
Securities and Exchange Commission

Mr. Yao Xiaocong
Mr. Guo Xiangdong
Guangshen Railway Company Limited

Wilson Chow
Vicent Yao
PricewaterhouseCoopers

ANNEX A

Statement of Guangshen Railway Company Limited

The undersigned, on behalf of Guangshen Railway Company Limited (the
"Company"), hereby acknowledge that (i) the Company is responsible for the
adequacy and accuracy of the disclosure in the Company's filings, (ii) staff
comments or changes to disclosure in response to staff comments in the Company's
filings reviewed by the staff do not foreclose the United States Securities and
Exchange Commission (the "Commission") from taking any action with respect to
the Company's filings, and (iii) the Company 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.

GUANGSHEN RAILWAY COMPANY LIMITED

By: /s/ Wu Junguang
---------------
Name: Wu Junguang
Title: Chairman of the Board of Directors

By: /s/ Yang Yiping
---------------
Name: Yang Yiping
Title: General Manager

By: /s/ Yao Xiaocong
---------------
Name: Yao Xiaocong
Title: Chief Accountant

January 15, 2007