Letterhead of Jackson Walker, L.L.P.


                                January 21, 2005


United States Securities and Exchange Commission
450 Fifth Street, NW
Mail Stop 04-09
Washington, D.C.  20549

Attn:    Rachel Zablow, Staff Accountant

         Re:      Form 8-K filed 1/12/05; File No. 0-12536

Dear Madam or Sir:

         China  Digital  Wireless,  Inc.  (the  "Company")  is in receipt of the
Staff's Letter of Comments (the "Letter")  dated January 14, 2005 with regard to
its Current  Report on Form 8-K (the  "Report") as filed with the  Commission on
January 12, 2005. The Company's  responses to the Staff's comments are set forth
below, with each below numbered response corresponding to the similarly numbered
comment found in the Letter:

         1. The Company has filed an amendment to the Report to include  therein
an unqualified  statement  that the Company's  former  accountant,  BDO Shanghai
Zhonghua Certified Public Accountants was dismissed on January 4, 2005.

         2. The Staff is  supplementally  advised  that the  Report has not been
amended to disclose uncertainty regarding the ability of the Company to continue
as a going concern based on the following  analysis.  In June 2004,  the Company
completed  a stock  exchange  transaction  with the  holders of the  outstanding
capital stock of Sifang Holdings Co., Ltd. ("Sifang").  The exchange transaction
resulted  in a  recapitalization  of  the  Company,  with  Sifang  becoming  the
accounting survivor for reporting purposes.  The audited financial statements of
Sifang  for  fiscal  2002 and 2003  did not  contain  an  adverse  opinion  or a
disclaimer of opinion nor were they modified as to  uncertainty,  audit scope or
accounting   principals   requiring   disclosure  under  Item  304(a)(1)(ii)  of
Regulation  S-B,  and as such no  modification  to the  Report  has  been  made.
However,  the third  paragraph  of the Report,  as amended,  has been revised to
state that the audit reports  referenced  therein were issued with regard Sifang
and that during the audited periods,  December 31, 2003 and 2002,  respectively,
no disclosable event under Item 304(a)(1)(ii) occurred.





United States Securities and Exchange Commission
January 21, 2005
Page 2




         The  Company  hopes that the  foregoing  is  responsive  to the Staff's
comments. Should the Staff have additional comments or questions,  please do not
hesitate to direct same to both the Company and the undersigned.

                                                     Very truly yours,

                                                     /s/  George L. Diamond

                                                     George L. Diamond

cc:      Tai Caihua, President