Ch`en Liang`s ethical view on the ultimate criterion to judge whether an act or a motive is morally justified belongs to utilitarianism. He derives utilitarian method of moral decision from the principle of shu(恕) and the principle of `practicing the fairness under Heaven`(天下爲公) which are core values in traditional Confucian ethics as a whole. This is a unique ethical theory which sharply contrasts with mainstream Neo-Confucian theories at that time. Ch`en Liang`s utilitarianism can also be labelled as `consequentialism`, since it is generally accepted that all kinds of utilitarianism can be classified into consequentialism. However, it is not a naive form of consequentialism as anti-consequentialists(motivationalists or deontologists) usually have in mind. On the utilitarian ground, he justifies Confucian conventional moral rules and virtues working in the ordinary situations. In the daily life, Ch`en Liang advocates that people need to judge and practice right acts on the basis of these rules and virtues with the proper motives as motivationalists do. In this conventional level, Ch`en Liang has no significant disagreement with motivationalists. According to Ch`en Liang, however, these rules are not absolute rules. These rules can conflict with each other in some exceptional situations. In some other abnormal situations, some of them need to be replaced with new rules in accordance with changing social conditions and environments. In these inordinary situations, Ch`en Liang argues that we need to decide what we ought to do on the utilitarian ground. On the basis of this two-level utilitarian theory, he suggests his own view of socio-political reform plans and criticizes mainstream neo-Confucian practical ethics.