SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010      October 29, 2008  Yuan Chun Tang Chief Executive Officer Asia Pacific Wire & Cable Corporation Limited 7/Fl. B, No. 132, Sec. 3 Min-Sheng East Road Taipei, 105, Taiwan  People’s Republic of China
 Re: Asia Pacific Wire & Cable Corporation Limited
  Registration Statement on Form F-1
Filed on October 2, 2008 File No. 333-153796  Form 20-F for the Fiscal Year Ended December 31, 2007 Filed on June 27, 2008 File No. 001-14542
 Dear Mr. Tang:
We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form F-1

General

1. We note that you have yet to file a lega lity opinion.  Please file as soon as
possible and please note that we may have further comments upon our review.

Yuan Chun Tang
Asia Pacific Wire & Cable Corporation Limited  October 29, 2008
Page 2
2. Please revise to file a consent from y our independent registered accounting firm
as required by Item 601 of Regulation S-K.

Risk Factors, page 4

3. On page 55, we note that you intend to appl y for listing on either Nasdaq or the
AMEX in 2008.  If you intend to rely on Nasdaq Rule 4350(a) or AMEX
Company Guide Section 110, which permits a foreign private issuer to follow its
home country requirements to some ex tent concerning corporate governance
issues, including whether a majority of its  board of directors must be independent,
then provide a risk factor that discloses this reliance, describes the corporate governance matters affected, and disc loses whether applicable Bermuda
requirements provide less protection than  those required under Nasdaq or AMEX
rules.
 4. Please add a risk factor that discloses whether an investor would find it difficult:
• to effect service of process in the United States against you or your non-U.S.
officers, directors and experts na med in the registration statement;
• to enforce U.S. court judgments based upon the civil liability provisions of the
U.S. federal securities laws in a U.S., Bermuda, or Taiwan court against you and the above-described persons; and
• to bring an original action in a U.S., Bermuda or Taiwan court to enforce liabilities based upon the U.S. federal securities laws against you and the
above-described persons.
 Then provide comparable disclosure in the “Enforceability of Certain Liabilities”
section of the registration statement.  See
 Item 101(g) of Regulation S-K.

Disclosure controls and procedures and in ternal controls over financial reporting
classified as ineffective, page 5

5. In this risk factor, please briefly disclose  the four material weaknesses and certain
significant deficiencies in your internal controls over financia l reporting as of
December 31, 2007.  At an appropriate sec tion of the prospectus, please discuss
the remediation efforts.  We note your di sclosure on page 72 of your latest Form
20-F.

Delinquency in Reporting Obligations; Re porting of Financial Results, page 5

6. You have stated that th e company filed its 2008 annua l report on a timely basis
when it appears that the company file d its Form 20-F for the year ended
December 31, 2007.  Revise accordingly.

7. You have stated that, becau se the company is a forei gn private issuer, it is not
required to provide financial statements  on a quarterly or semi-annual basis.

Yuan Chun Tang
Asia Pacific Wire & Cable Corporation Limited  October 29, 2008
Page 3
Clarify whether the company is required  to provide quarterly or semi-annual
financial statements under Bermuda law.

Potential Conflict of Certain O fficers and Directors, page 6

8. We note that all but two directors are aff iliated with PEWC and that PEWC is the
majority shareholder.  Please expand this risk factor to furt her discuss how the
conflicts of interest for the PEWC-affiliated officers and directors will impact the
public shareholders of Asia Pacific.  Please also disc uss PEWC’s status as the
majority shareholder.

Risks Relating to China, page 8

9. Because this risk factor is too long a nd bundles together several discrete risks
under a general heading, it is c onfusing for investors.  Disc lose each material risk
under a separate heading that accurately id entifies the risk discussed (for example,
the risk posed by the Chinese civil law system or the risk concerning the PRC
government’s controls on the convertibility of the Renminbi into foreign
currencies).
 10. On page 10, please clarify whether you qua lify for the tax incen tives provided to
high-tech enterprises under the r ecently enacted PRC Measures.

11. If material, discuss the risk posed  by the PRC government providing less
protection to a company’s in tellectual property than th at provided in the United
States or Bermuda.
 International Business Risks, page 12

12. Clarify whether you expect the current gl obal financial and economic crisis to
affect adversely your results of operations or financial condition.

Interim Financial Data, page 15

13. Please revise to include your interim fi nancial statements for the period ending
June 30, 2008 in accordance with the Item 8 requirement of Form 20-F.

Information on the Company, page 19

History and Development of  the Business, page 19

14. In the third paragraph, we note your statem ent that “the company is one of the
five largest producers of telecommunicat ions and low voltage power cable and
enameled wire in Thailand.”  Please disclose the basis for this assertion and the measure by which you are the largest.

Yuan Chun Tang
Asia Pacific Wire & Cable Corporation Limited  October 29, 2008
Page 4  Certain Historical Information Regarding Own ership and Control of the Company, page
20

15. Please make it clear what restrictions or ob ligations currently exist with respect to
the company shares held by PEWC.  Also, it is not clear at the top of page 21 what effect the agreement extended through 2009 has on the PEWC shares currently.

16. In the third paragraph on page 20, pleas e explain what the “guaranteed returns
payable” was.

17. Please clarify who APCW is.

18. In the second paragraph on page 21, please clarify specifically what the disputes
relating to the company’s govern ance and other matters were.

Competition, page 30

19. Please disclose the bases for the following assertions regarding your competitive position and the measure by the company is the largest:
• For Thailand, “Siam Pacific and Charoong Thai are two of the five largest
wire and cable producers in Thailand.”
• For Singapore, “The company believes it is the largest manufacturer of low
voltage power cable in Singapore” on page 30 and “The company believes that Sigma Cable is the largest producer  of low voltage power cable products
in Singapore” on page 34.
• For China, “PEWS is one of the larges t enameled wire manufacturers amongst
the six manufacturers in Shenzhen” on  page 30 and “SPFC is one of the
largest manufacturers of fiber optic cables in Shandong Province” on page 31.

Operating and Financial Revi ew and Prospects, page 36

Disclosures of Critical Accounting Policies, page 36

20. Considering the decline in your stock price and market capitalization over the past
six months, your current critical accounting policy for goodwill, particularly your disclosure of assessing the recoverability of goodwill, appears to be too general in
nature to provide an investor with su fficient information about management’s
insights and assumptions with regard to the recoverability of this asset balance.
Please expand your disclosures to describe  the steps that you perform to review
your goodwill for recoverabilit y, the assumptions used, and provide information
as to known trends, uncertainties or other factors that will re sult in, or that are
reasonably likely to result in, any material  impairment charges in future periods.
For example, your policy note should quantif y the projected cash flows used in
your analysis, the growth rate used in projecting cash flows, quantify the discount

Yuan Chun Tang
Asia Pacific Wire & Cable Corporation Limited  October 29, 2008
Page 5
rate, include terminal value assumptions, and discuss how you assessed your reporting units under paragraph 30 and 31 of SFAS 142.  Given the current
economic conditions and the impact it ha s had on your stock price and operations,
this detailed information will provide the reader with a greater insight into the
quality and variability of your financial po sition and operating results.  Refer to
Release No. 33- 8350 “Interpretatio n: Commission Guidance Regarding
Management's Discussion and Analysis of Financial Conditio n and Results of
Operations.”
 Operating Results, page 42

21. Your discussion of results of operations addresses multiple factors contributing to year over year changes in line items; however, your discussion should quantify
each of the factors.  For example, you disclo se gross profit decreas ed as a result of
decreased margins in the enameled wire products and teleco mmunications cable
in Thailand, offset by an increase in pr ofit margins for power cable products.
However, your disclosure does not quantif y the impact.  Refer to FRR No. 36 –
501.04.
 22. With regard to the gain on the sale of investment in 2007 that was attributable to
the sale of warrants held by a subsidiary, pl ease revise to disclose the nature of
this transaction, how you are accounti ng for the transaction and why the
recognition of a gain is appropriate.  Cite the authoritative literature that supports
your accounting.

23. Please provide information regarding governmental economic, fiscal, monetary, or political policies or fact ors that have affected or could materially affect the
company’s operations or investment s by host country shareholders.  See
 Part I,
Item 5(A)(4) of Form 20-F.

Liquidity and Capital Resources, page 47

24. Please briefly disclose the reason for th e difference in net cash generated from
operating activities from 2006 to 2007.

25. Please evaluate the sources and amounts of cash flow, including the nature and
extent of any legal or economic restrict ions on the ability of subsidiaries to
transfer funds to you in the form of cash dividends, loans, or advances and the
impact such restrictions have had or are expected to have on your ability to meet
your cash obligations.  See Part I, Item 5(B) of Form  20-F.  On page 7, we note
that you have no direct business operati ons other than your ownership of the
capital stock of your subsidiaries and jo int venture holdings and that there are
restrictions on the ability of some of your  subsidiaries to pay you dividends.

Yuan Chun Tang
Asia Pacific Wire & Cable Corporation Limited  October 29, 2008
Page 6
26. Please expand your liquidity section to discuss your credit arrangements and
borrowings in more detail.  See
 Part I, Item 5(B)(1)(b) of Form 20-F.

27. We note your statement on page 74 that “the company requires a significant
amount of U.S. dollars for its ongoin g equipment upgrade and maintenance
programs.”  To the extent applicable, please discuss these capital expenditures in accordance with Item 5(B)(3 ) of Form 20-F.

28. Include your interest commitments under your interest-bearing debt in your
contractual obligation tabl e on page 46, or provide textual discussion of this
obligation below the table.  If you provi de a textual discussion, the discussion
should quantify the interest payments using the same time frames stipulated in the
table.  Refer to footnote 46 to Rel ease 33-8350 “Interpretation:  Commission
Guidance Regarding Management’s Disc ussion and Analysis of Financial
Condition and Results of Operations.”

29. We note your Composite Services Agr eement with PEWC which contains
provisions that define the relations hip and the conduct of the respective
businesses of the Company and PEWC, incl uding purchases of raw materials.
Please revise your liquidity section to discuss this agreement, including any
obligations due to or from PEWC that has impacted or you anticipate will impact
cash flows, liquidity and operations.

30. We note that during the year ended December 31, 2007, you had a significant change in your accounts receivable balan ce.  Given the impact that receivables
have on your liquidity, pleas e revise your MD&A to e xplain the reasons for the
increases and any variances in the corre sponding turnover ratios.   Additionally,
we note that you have incurred $3.3 million in bad debt charges as well as significant write offs during 2007 and that the provision largely related to a major
telecommunication subcontractor company.  Please ensure your revised disclosure
discusses this charge, the related acco unts, whether or not you have any other
accounts that are delinquent and would requ ire a bad debt allowance and how the
bad debt provision impacted  or will impact liquidity.

31. You disclose that cash provided by your operating activities will be sufficient to
meet your anticipated working capital, capital expenditures a nd short term and
long term obligations.  With regards to the $71 million in purchase obligations for
copper, please tell us and disclose how you plan to meet this obligation with your
current rate of cash flows from operations.  To the extent your operating cash will not cover this obligation, please disclose  the source of funds you plan to use to
meet the obligation.

32. Your liquidity discussion largely reiterates  what is presented in the statement of
cash flows with little explanation of the reason for increases and decreases.  Please revise your discussion to address the reasons for the changes in operating

Yuan Chun Tang
Asia Pacific Wire & Cable Corporation Limited  October 29, 2008
Page 7
assets and liabilities.  For example, as noted above your change in receivables has
had a material impact on your operating cash flows.  Please disclose your DSO for each period and explain any variances.  Revise to provide expanded disclosure
which will indicate the compa ny’s ability to adjust its future cash flows to meet
needs and opportunities, both expected and unexpected.  Refer to FRR 501.03 and
SEC Release 33-8350.

Trend Information, page 48

33. If material, please discuss the impact the on-going global credit crisis and
economic downturn on your net sales, income from continuing operations, profitability, liquidity, or capital resources.  See
 Part I, Item 5(D) of Form 20-F.
 Directors, Senior Management and Employees, page 49

34. Please revise this section to address the following issues:
• Please provide expanded disclosure re garding the background, including the
business experience, of your named directors and officers.  See Part I, Item
6(A) of Form 20-F.
• In the director and executive officer chart and in Yuan Chun Tang’s biography, please disclose that he  is the Chief Executive Officer.
• Please include Daphne Hsu, your Controll er, in the director and executive
officer chart and provide a biography.  It appears that sh e is a member of
senior management.  See  General Instruction F to Form 20-F.
• Please include biographies for Andy C.C. Cheng