(Uncorrected OCR) Abstract Both China and Japan went through the threats of Western penetration and suffered from unequal treaties in the post-l 860s period. Both had launched a series of reforms in face of this enormous challenge. The similar stimuli that aroused the two countries to launch reforms, the geographical proximity of the two countries, the time span that the two countries started their modernization process, made them an appropriate subject of the study of modernization. Modernization outside of Europe and North America is the interplay of indigenous and foreign culture. It is a process that influences every aspect of life in a country. The progress of modernization depends on how successful a country is in merging the two elements together. As a result certain features of the indigenous culture and the preconditions before the absorption of foreign culture would have fundamental impacts on the path of modernization. In Chapter One of this paper I shall examine the platform for modernization in Meiji Japan and late Qing China. We shall see how the different settings for modernization influence the pattern of modernization. In Chapter Two, we shall have a brief outline of the reform movements in Meiji Japan and late Qing China. In Chapter Three, Four, and Five we shall discuss the economic, military and constitutional modernization programmes in Meiji Japan and late Qing China respectively. The modernization programmes that we shall discuss will illustrate the degree to which the pre-conditions of a culture influence its process of incorporating foreign elements. In Meiji Japan, the modernization programmes followed a transfer of power, with a new band of officials who took charge of the country's reforms. There was an energetic atmosphere for them to explore new goals. In late Qing China, a government of more than two hundred years old was pursuing reforms to save itself from collapse. There was a lack of vigor, yet the traditional establishment was too.