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Lao Naixuan was the chief representative of the Ethic Faction in the Course of Alternation of law in the late Qing. As a lower level offical for a long time,he noticed the Chinese traditional ethics survived persis- tently and extensively in Chinese legal psychology. As regards the center and degree of the legal reform,he thought each country had its distinct origin and classification of law,therefore their tendences of legal reform would not be same. Every nation would reform on the basis of its own culture.culture and conditions. If Lao's thinking and proposal of law had been adopted timely and carried out properly in the legal reform of the late Qing,blindness in legal reform should has been reduced,new laws should has been made more practicable and authoritative. Compared with the legislation beforehand,this would hold the stabilization of the society,and accorded with the continual development of law in larger degree.