Cambodia and Myanmar are both identified as ＂pro-China＂ Indochinese countries with regimes that rely on political support and economic investment from Beijing. Cambodia and Myanmar, therefore, have become testing grounds for China 50 new soft power initiative of ＂spreading cultural understanding＂ by means of the establishment of Confucius Institutes. China 50 relations with both Cambodia and Myanmar are improving, but local responses to the Confucius Institute initiative differ in the two countries. Phnom Penh has one Confucius Institute and three Confucius Classrooms equipped with thirteen Chinese language teaching stations. including those installed in the Roy al Cambodian Armed Forces Academy and the Office of the Prime Minister: The initiative is enthusiastically championed by government and political leaders. In the case of Myanmar, three Confucius Classrooms, rather than Confucius Institutes, have been established by ethnic Chinese associations in Yangon and Mandalay. Lacking governmental endorsement, these Confucius Classrooms need to keep a low profile. The aim of this article is to differentiate between the politics of dependency in China-Cambodia and China Myanmar relations by exploring local contexts and responses to Beijing's soft power initiatives.