Abstract: The Opium War in 1840 started the transition of traditional China to a modernized country,and initiated a revolution of the legal system of the Qing government. The modernization of China's civil law was originated by the revision of Civil Law Draft of Qing Dynasty, the development of commercial economy, the reality requirement of abolishing consular jurisdiction, and the introduction of western thoughts and the influence of" the conflict between tradition and law". Seen from the perspective of the source of law, the modernization of civil law has its defects, but it was the first time for civil code to be accepted in the written form, which inherited the basic thought, principle and system of modern continental civil law and laid a foundation for the compilation of civil code of Republic of China. Reflections on the modernization of civil law and its defect in the late Qing' sare of significance in the revision of China' scivil code.

Key words: civil law, modernization, late Qing dynasty, Civil Law Draft of Qing Dynasty, source of law, civil code