Securities Exchange Act of 1934
Rule 13e-3

November 1, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

William F. Barron, Esq.
The Hong Kong Club Building
3A Chater Road
Hong Kong

Dear Mr. Barron:

We are responding to your letter dated November 1, 2006 to Brian V. Breheny and Celeste M. Murphy, as supplemented by telephone conversations with the staff of the Division of Corporation Finance, with regard to your request for no-action relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.

Based on the representations in your November 1, 2006 letter, as supplemented by telephone conversations with the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the "Commission"), the staff will not recommend that the Commission take enforcement action if the Proposed Sale, Withdrawal and Distribution Transaction is consummated as described in your letter without compliance with the requirements of Rule 13e-3 under the Securities Exchange Act of 1934 (the "Exchange Act"). In granting this relief, we considered the following facts, among others:

• The U.S. holders of SUNDAY ordinary shares hold no more than ten percent of SUNDAY's ordinary shares as determined pursuant to Rule 800(h) under the Securities Act of 1933 (the "Securities Act"), Instruction 2 to paragraph (h)(8) and paragraph (i) of Rule 13e-4 under the Exchange Act and Instruction 2 to paragraphs (c) and (d) of Rule 14d-1 under the Exchange Act; and
   
• SUNDAY and PCCW will comply with the conditions, to the extent applicable, set forth in Rule 802(a) under the Securities Act, Rule 13e-4(h)(8) and Rule 14d-1(c) under the Exchange Act.

The foregoing no-action position is based solely on the representations and facts presented in your letter dated November 1, 2006, as supplemented by telephone conversations with the Commission staff. The relief is strictly limited to the application of Rule 13e-3 to the Proposed Sale, Withdrawal and Distribution Transaction. You should discontinue the Proposed Sale, Withdrawal and Distribution Transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities law, including Section 10(b) of the Exchange Act and any other applicable provisions of the federal securities laws. The Division of Corporation Finance expresses no views on any other questions that may be raised by the Proposed Sale, Withdrawal and Distribution Transaction, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the Proposed Sale, Withdrawal and Distribution Transaction.

Incoming Letter:

The Incoming Letters are in Acrobat format:

• Incoming Letter 1
• Incoming Letter 2
• Incoming Letter 3
• Incoming Letter 4

http://www.sec.gov/divisions/corpfin/cf-noaction/sunday110106.htm