POS AM

As filed with the Securities and Exchange Commission on February 8, 2007

Registration No. 333-13904

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933             

MTR Corporation (C.I.) Limited (Exact Name of Registrant as Specified in Its Charter)	MTR Corporation Limited (Exact Name of Registrant as Specified in Its Charter)
Cayman Islands (State or Other Jurisdiction of Incorporation or Organization)	Hong Kong (State or Other Jurisdiction of Incorporation or Organization)
N/A (I.R.S. Employer Identification No.)	N/A (I.R.S. Employer Identification No.)
Ugland House, P.O. Box 309 George Town Grand Cayman, Cayman Islands British West Indies 345-949-8066 (Address and Telephone Number of Registrant’s Principal Executive Offices)	MTR Tower, Telford Plaza 33 Wai Yip Street Kowloon Bay Hong Kong 852-2993-2111 (Address and Telephone Number of Registrant’s Principal Executive Offices)

CT Corporation System

111 Eighth Avenue

New York, New York 10011

212-664-1666

(Name, Address and Telephone Number

of Agent For Service)

Copy to:

William Y. Chua, Esq.

Sullivan & Cromwell LLP

28^th Floor

Nine Queen’s Road Central

Hong Kong

852-2826-8688

Explanatory Note

This document constitutes Post-Effective Amendment No. 1 to the shelf registration statement on Form F-3 (Registration No. 333-13904) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by MTR Corporation (C.I.) Limited (“MTR (C.I.)”) and MTR Corporation Limited (“MTR Corporation”) on September 10, 2001. The Registration Statement related to the issuance, offering and sale of MTR (C.I.)’s guaranteed debt securities and warrants to purchase guaranteed debt securities of MTR (C.I.) and MTR Corporation’s debt securities and warrants to purchase debt securities of MTR Corporation and guarantees of MTR Corporation (collectively, the “Debt Securities”), in an aggregate principal amount of US$800 million. An aggregate principal amount of US$1 billion of debt securities and/or warrants to purchase debt securities of MTR Corporation was previously registered pursuant to MTR Corporation’s registration statement on Form F-3 (Registration No. 333-12612), and US$800 million of such debt securities and/or warrants to purchase debt securities of MTR Corporation was carried forward to the Registration Statement in accordance with Rule 429 of the Securities Act. As of the date hereof, no Debt Securities have been issued, offered or sold under the Registration Statement.

By way of this Post-Effective Amendment, MTR (C.I.) and MTR Corporation hereby deregister all Debt Securities registered under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, MTR Corporation (C.I.) Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on February 8, 2007.

MTR Corporation (C.I.) Limited
By:
	/s/ Lincoln Leong Kwok-kuen
	Name:	Lincoln Leong Kwok-kuen
	Title:	Joint Chief Executive Officer,   Finance Director and Chief   Financial Officer
By:
	/s/ Leonard Bryan Turk
	Name:	Leonard Bryan Turk
	Title:	Joint Chief Executive Officer   and Secretary

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the following capacities on February 8, 2007:

Signature	Title
/s/ Leonard Bryan Turk Leonard Bryan Turk	Joint Chief Executive Officer, Secretary and     Member of the Board
/s/ Lincoln Leong Kwok-kuen Lincoln Leong Kwok-kuen	Joint Chief Executive Officer, Finance Director,     Chief Financial Officer and     Member of the Board
/s/ Jimmy Lau Chiu-chung Jimmy Lau Chiu-chung	Financial Controller, Treasurer and     Member of the Board

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, MTR Corporation Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this post-effective amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, on February 8, 2007.

MTR Corporation Limited
By:
	/s/ Lincoln Leong Kwok-kuen
	Name:	Lincoln Leong Kwok-kuen
	Title:	Finance Director
By:
	/s/ Leonard Bryan Turk
	Name:	Leonard Bryan Turk
	Title:	Legal Director and Secretary

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the following capacities on February 8, 2007:

Signature	Title
* Dr. Raymond Ch’ien Kuo-fung	Non-Executive Chairman
* Chow Chung-kong	Chief Executive Officer and Member of the Board
/s/ Lincoln Leong Kwok-kuen Lincoln Leong Kwok-kuen	Finance Director
/s/ Jimmy Lau Chiu-chung Jimmy Lau Chiu-chung	General Manager – Financial Control and Treasury

Signature	Title
	Member of the Board
Professor Cheung Yau-kai
* David Gordon Eldon	Member of the Board
* Edward Ho Sing-tin	Member of the Board
* Lo Chung-hing	Member of the Board
* T. Brian Stevenson	Member of the Board
* Christine Fang Meng-sang	Member of the Board
Secretary for the Environment, Transport and Works Dr. Sarah Liao Sau-tung	Member of the Board
* Commissioner for Transport Alan Wong Chi-kong	Member of the Board
* Frederick Ma Si-hang	Member of the Board

*By:     /s/ Leonard Bryan Turk Attorney-in-fact Name: Leonard Bryan Turk

INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
24.1	Powers of Attorney of Members of the Board of MTR Corporation Limited

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ Dr. Raymond Ch’ien Kuo-fung
	Name:     Dr. Raymond Ch’ien Kuo-fung
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, the Chief Executive Officer and a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ Chow Chung-kong
	Name:    Chow Chung-kong
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ David Gordon Eldon
	Name:     David Gordon Eldon
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of Janaury 2007.

Signed, sealed and delivered by:	/s/ Edward Ho Sing-tin
	Name:     Edward Ho Sing-tin
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ Lo Chung-hing
	Name:    Lo Chung-hing
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ T. Brian Stevenson
	Name:    T. Brian Stevenson
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ Christine Fang Meng-sang
	Name:    Christine Fang Meng-sang
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ Alan Wong Chi-kong
	Name:     Commissioner for Transport       Alan Wong Chi-kong
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Member of the Board of MTR Corporation Limited, a corporation established under the Companies Ordinance (Chapter 32 of the laws of the Hong Kong Special Administrative Region) (“MTR Corporation”), hereby makes, designates, constitutes and appoints Mr. Lincoln LEONG Kwok-kuen and Mr. Leonard Bryan TURK individually and severally, and each of them (with full power to act without the other), as the undersigned’s true and lawful attorneys-in-fact and agents, with full power and authority to act in any and all capacities for and in the name, place and stead of the undersigned in connection with the filing with the United States Securities and Exchange Commission (the “Commission”) pursuant to the United States Securities Act of 1933, as amended, of any and all post-effective amendments to the Registration Statement on Form F-3, Registration No. 333-13904, as filed by MTR Corporation and MTR Corporation (C.I.) Limited (“MTR (C.I.)”) with the Commission on September 10, 2001, with all exhibits thereto and other documents in connection therewith, for the purpose of deregistering all securities registered under the Registration Statement.

Such attorneys-in-fact and agents, or any of them, are also hereby granted full power and authority, on behalf of and in the name, place and stead of the undersigned, to approve, settle, execute and deliver all such post-effective amendments, qualifications and notifications, to approve, settle, execute and deliver any and all such other documents, and to take further action as they, or any of them deem appropriate. The powers and authorities granted herein to such attorneys-in-fact and agents, and each of them, also include the full right, power and authority to effect necessary or appropriate substitutions or revocations. The undersigned hereby ratifies, confirms, and adopts, as his own act and deed, all action lawfully taken by such attorneys-in-fact and agents, or any of them, or by their respective substitutes, pursuant to the powers and authorities hereby granted. This Power of Attorney expires by its terms and shall be of no further force and effect on 30 June 2007.

This Power of Attorney is governed by Hong Kong law.

IN WITNESS WHEREOF, the undersigned has executed this document as a deed as of the 19^th day of January 2007.

Signed, sealed and delivered by:	/s/ Frederick Ma Si-hang
	Name:    Frederick Ma Si-hang
In the presence of:	/s/ Wong Kin-cheung
	Name of witness:	Wong Kin-cheung
	Address of witness:	MTR Corporation Limited
		MTR Tower, Telford Plaza
		Hong Kong
	Occupation of witness:	Manager – Financing     Documentation &     Compliance

2