This paper presents a tomographic study on the S wave velocity structure of China and adjacent regions. Group velocity dispersions of fundamental Rayleigh waves along more than 4000 paths were determined with frequency-time analysis. The study region was divided into a 1° × 1° grid, and velocities in between grid nodes were calculated by bilinear interpolation. The Occam's inversion scheme was adopted to invert for group velocity distributions. This method is robust and allows us to use a fine grid in model parameterization and thus helps to restore a more realistic velocity pattern. Checkerboard tests were carried out, and the lateral resolution was estimated to be 4°–6° in China and its eastern continental shelves. The resulting group velocity maps from 10 to 184 s showed good correlation with known geological and tectonic features. The pure path dispersion curves at each node were inverted for shear wave velocity structures. The three-dimensional velocity model indicates thick lithospheres in the Yangtze and Tarim platforms and hot upper mantles in Baikal and western Mongolia, coastal area and continental shelves of eastern China, and Indochina and South China Sea regions. The Tibetan Plateau has a very thick crust with a low-velocity zone in its middle. Beneath the crust a north dipping high-velocity zone, mimicking a subducting plate, reaches to 200 km in depth and reaches to the Kunlun Mountains northward. In northern Tibet a low-velocity zone immediately below the Moho extends eastward then turns southward along the eastern edge of the plateau until it connects to the vast low-velocity area in Indochina and the South China Sea.