This paper gives a contrastive analysis of noun phrases in English and Chinese. The syntactic features of the structures, the devices used to mark distinctions in number, case and gender, as well as the similarities and differences between English and Chinese relative clauses are discussed. Partly due to the documented differences between these structures in the two languages, and partly due to students' incorrect mastery of the target language, Chinese ESL learners in Hong Kong encounter a lot of problems with English noun phrases, including topic-comment structures, choice of relative pronouns in relative clauses, resumptive pronouns, and missing subjects. The paper attempts to find the sources of the problems and proposes a system of teaching priorities for the benefit of teachers and students.