By a thorough on-site investigation and comparative textual research, this article examines all the facts concerning the construction of Qianfoyan (Thousand Buddha Cliff) in Xinchang, Zhejiang Province, including its historical background, the date of its first construction, the shape of the grottoes and their contents. The images represented in these two grottoes include the Thirty-five Buddhas, Buddhas of the past, present and future, and Buddhas of the ten directions. They were made between AD 493 and 495. At the time the two grottoes opened, the motif of the Thousand Buddhas was prevalent at Buddhist cave-temple sites along the Hexi Corrridor and in the Central Plains. It is reasonable to assume that these sites in the north influenced those in the south.