Mail Stop 4561

      October 5, 2005


VIA U.S. MAIL 214-661-6618

Mr. Qian Fang
Chief Financial Officer
China Digital Wireless, Inc.
429 Guangdong Road
Shanghai, People`s Republic of China 200001

RE: China Digital Wireless, Inc.
Form 10-KSB for the year ended December 31, 2004
File no. 000-12536
Form 10-QSB for the quarters ended March 31, 2005 and June 30,
2005
File no. 000-12536

Dear Mr. Fang:

      We have reviewed your response letter dated July 20, 2005
and
have the following additional comments.  Where indicated, we think
you should revise your documents in response to these comments.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  Provide
to
us the information requested if indicated and please be as
detailed
as necessary in your explanation.

1. We have reviewed your response to comment 2 and continue to
question your basis for classifying these amounts as permanent
equity
at year-end.  As previously requested, please tell us what
consideration was given to paragraph 11 of SFAS 150.

2. Further to the previous comment, we also question your position
that the expiration of the options subsequent to year-end would be
considered a Type 1 subsequent event.  Type 1 subsequent events
are
those that provide additional evidence with respect to conditions
existing at the balance sheet date.  As of the balance sheet date
the
option was still exercisable and therefore it does not appear that
you meet the criteria in paragraph 16 of SFAS 140 to derecognize
the
liability under this obligation at year-end.  Please revise
accordingly.


3. We reviewed your response to our prior comment 5. Based on the
disclosure in your financial statements these advances are to help
Sifang Information purchase mobile phones and to establish
marketing
for channel distribution that will enable you to become a
distributor.  Please clarify if this advance solely benefits your
company.  Also advise us the repayment terms of the advance.

*  *  *  *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your responses to our
comments.

	You may contact me, at (202) 551-3413 if you have questions.



						Sincerely,



Cicely D. Luckey
Accounting Branch Chief



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China Digital Wireless, Inc.
October 5, 2005
Page 2