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Letter of Correspondence

 MTR Corporation Limited

 MTR Tower, Telford Plaza

 33 Wai Yip Street

 Kowloon Bay, Hong Kong

 December 1, 2005

 Via Facsimile and EDGAR

 Ms. Linda Cvrkel

 Branch Chief

 Mail Stop 0305

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 United States of America

RE:
MTR Corporation Limited

Annual Report on Form 20-F for the fiscal year ended December 31, 2004

Filed June 17, 2005, File No.
333-13904

 Dear Ms. Cvrkel:

 We are writing in response to the Staff’s comment letter dated October 21, 2005, relating to the Annual
Report on Form 20-F of MTR Corporation Limited (the “Company”) for the fiscal year ended December 31, 2004 (the “2004 Form 20-F”).

 We will submit a copy of this letter as “correspondence” via EDGAR. In addition, we are submitting on paper as
Appendix A to this letter a copy of the relevant pages of the 2004 Form 20-F, marked to show revised disclosure (the “Proposed Disclosure”) that we have prepared in response to the comments indicated below. We plan to include the
Proposed Disclosure in our Annual Report on Form 20-F for the fiscal year ending December 31, 2005 (the “2005 Form 20-F”) in response to the Staff’s comments. The Proposed Disclosure has been prepared to reflect facts, data and
conditions in our business and operations as of the date of this letter or as of particular past dates as indicated, and will be updated in the 2005 Form 20-F to reflect facts, data and conditions as of the respective dates as will be required or
otherwise described in the 2005 Form 20-F. For the reasons indicated in our response to your comment number 11, we do not propose to amend the 2004 Form 20-F.

For your convenience, we have included your comments in this response letter in italicized form and keyed our response accordingly. Our responses to
the comments are as follows.

Ms. Linda Cvrkel

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 Item 8. Financial
Information

 Notes to the Consolidated Financial Statements

 (G) Depreciation, page F-10

 (D) Depreciation of Certain Fixed Assets, page F-72

1.
We have reviewed your response to our prior comment number 4, but we do not concur with your conclusion that it is appropriate to use estimated useful lives of 80 to 100 years
for the depreciation of tunnel linings, under ground civil structures, overhead structures, immersed tubing depot structures, and station building structures under U.S. GAAP. We note that the predominant practice for public companies reporting under
U.S. GAAP is to depreciate similar assets over a significantly shorter useful life (generally a period that is no longer than 40 to 50 years). In addition, we note that the companies that you have cited in your response, and with whom you have
chosen to compare your estimated useful lives, are not public reporting entities. As such, we believe that you should expand your discussion in the “Depreciation of Certain Fixed Assets” section of Footnote 47 to your financial statements
to discuss and quantify the difference in treatment under U.S. GAAP for the aforementioned assets and disclose the impact of this difference in accounting treatment in your reconciliations of net income and stockholders’ equity under Hong Kong
GAAP to U.S. GAAP.

 We respectfully advise
the Staff that the standards on the depreciation of fixed assets are substantially the same under both Hong Kong GAAP and U.S. GAAP. Under Hong Kong GAAP, pursuant to Hong Kong Accounting Standard 16, the depreciable amounts of a fixed asset are
required to be allocated on a systematic basis over such fixed asset’s estimated useful life. Similarly, under U.S. GAAP, pursuant to ARB 43 Chapter 9B paragraph 5, the cost of a tangible capital asset (less salvage value, if any) is required
to be allocated over the estimated useful life of such asset in a systematic and rational manner. Neither Hong Kong GAAP nor U.S. GAAP imposes an absolute limit on, or specifies, the estimated useful lives over which the fixed assets are to be
depreciated.

Ms. Linda Cvrkel

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 In determining the
estimated useful lives of our tunnel linings, civil structures, overhead structures, immersed tubes, depot structures and station building structures (collectively, the “Structures”) under both Hong Kong GAAP and U.S. GAAP, the Company
took into consideration a number of factors, including the following factors that are required to be considered under Hong Kong GAAP and that are typically considered under U.S. GAAP when determining the useful life of a fixed asset: (i) such
fixed asset’s expected usage; (ii) its expected physical wear and tear; and (iii) technical or commercial obsolescence arising from changes or improvements in production of similar fixed assets, and changes in market demand for, or
legal or comparable limits on, the use of such fixed asset.

 In
addition, in determining the estimated useful lives of the Structures the Company took into consideration the factors described below.

 The Company’s estimates of the useful lives of 80 to 100 years for the depreciation of the Structures under both Hong Kong and U.S. GAAP are
supported by international practice and by technical views from internal engineering experts, who are separate and independent from the finance department of the Company. In particular, the Structures are built in accordance with the Company’s
general design criteria for its civil engineering works, which follow both the Hong Kong Government’s Infrastructure Design Standards and the British Standards for civil engineering structures and require a design life of 120 years. The Company
also maintains a rigorous monitoring, repair and maintenance program, and continuously reviews, during the normal course of its operations, the condition of its fixed assets and periodically conducts a Company-wide review of the estimated useful
lives of all fixed assets. These engineering assessments and internal reviews take into account all of the required factors described above and form the technical basis for the Company’s determination, under both Hong Kong GAAP and U.S. GAAP,
that an appropriate useful life of the Structures for depreciation purposes is a period of 80 to 100 years.

Ms. Linda Cvrkel

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 In addition, the
Company has benchmarked its estimate with comparable industry practice. In determining which companies to benchmark against, the Company considered a number of factors, including the types of assets held, as well as the markets operated in and
services provided by these companies. Our conclusion has been that companies with characteristics comparable to us, including the Metropolitan Transportation Authority in New York and the London Underground, depreciate their fixed assets in a manner
that is similar to the Structures for periods in excess of 80 years. By way of illustration, the basic underground tunnel systems of the Metropolitan Transportation Authority in New York and the London Underground have been in operation for over 100
years. We have also compared our estimates with those of the Kowloon-Canton Railway Corporation (“KCRC”), an SEC-reporting company, and note that KCRC has estimated useful lives of tunnels, bridges and roads of 100 years. We note the
Staff’s comment that the companies to which we compare our estimated useful lives, except for KCRC, are not SEC- reporting entities. However, we respectfully wish to inform the Staff that, given that the Company operates in a very particular
segment of the transportation industry – i.e., the local urban railway transportation industry – with a very specific set of assets, the Company believes that the Metropolitan Transportation Authority in New York and the London Underground
are the most comparable to us. Therefore, we continue to believe that these companies serve as the most appropriate basis for comparison when evaluating our estimate of useful lives for fixed assets.

 We have also considered the determinations of estimated useful lives of
tunnels and underground structures made by certain SEC-reporting railroad enterprises, such as Providence and Worcester Railroad Company and Canadian Pacific Railway Limited, and note that these companies have adopted useful lives for depreciation
of railway assets of up to 67 years, and Guangshen Railway Company Limited, which has adopted useful lives for depreciation of railway assets of up to 100 years. However, we respectfully wish to advise the Staff that these companies are mostly
inter-state passenger and freight carriers which have railroad systems unlike our own. For example, these companies operate on tracks that are on open land rather than in an underground and permanent tunnel system. As such, we do not believe that
they form an appropriate basis for comparison. Furthermore, while we acknowledge the fact that the Staff has not had the opportunity in the past to review the determinations of estimated useful lives of the companies we compare ourselves to in this
regard, we are not aware of any difference in the basis for determination of useful lives between public reporting and non-public entities pursuant to Hong Kong GAAP or U.S. GAAP and believe, for the reasons set forth above, that they form the most
appropriate basis of comparison.

Ms. Linda Cvrkel

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 The Company also
wishes to inform the Staff that the use of an estimated useful life of 100 years for the Structures for U.S. GAAP purposes was the result of a previous discussion between the Company and the Staff in connection with the Company’s Registration
Statement on Form F-1 (SEC File No. 33-96234) (the “Form F-1”) relating to the Company’s SEC-registered offering of 7.25% Notes due 2005 in October 1995. In particular, in a letter dated November 29, 1994, the Company sought
the Staff’s concurrence with the Company’s view that the Structures should not be depreciated under U.S. GAAP because such assets’ lives were considered to be indefinite under Hong Kong GAAP. In a letter dated December 16, 1994,
the Staff responded that such assets should be depreciated over a reasonable economic life, and in response to the Staff’s comment the Company adopted useful lives of 100 years for these assets and included the related disclosure in the Form
F-1.

 Based on the foregoing, the Company respectfully submits
that the use of estimated useful lives of 80 to 100 years for the Structures is appropriate.

2.
We have reviewed your response to our prior comment number 5. We note that you have indicated that your company did not consider it necessary to discuss the difference in the
accounting treatment for capitalized rail costs under Hong Kong GAAP versus U.S. GAAP in Footnote 47 (the reconciliation footnote) to your financial statements, as the annual costs that have been charged to operating expenses in past years for the
replacement of your rail assets, approximate the annual depreciation charges that would have been incurred if the rails had been depreciated. Thus, you believe that no material impact has resulted from the differences in accounting. However we do
not believe that your response has fully addressed our concerns. Your response appears to imply that the reconciliation of the accounting treatment for rail assets from Hong Kong GAAP to U.S. GAAP would result in the capitalization of rail
replacement costs that were expensed under Hong Kong GAAP, and that the capitalization of such costs would offset the recognition of rail depreciation costs under U.S. GAAP. In order to further our understanding of your conclusion, please tell
us:

•

Why you believe the rail replacement costs would qualify for depreciation under U.S. GAAP, and how such costs differ from routine repair and maintenance costs.

•

The period over which you have assumed that rails should be depreciated under U.S. GAAP, when you determined that the annual depreciation costs that would have been incurred in
prior years would have approximated the rail replacement costs that were recognized as expense under Hong Kong GAAP.

Ms. Linda Cvrkel

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•

Whether the incremental increases to your fixed asset balance and depreciation, which would have been recognized assuming that you had capitalized the rail replacement costs,
were considered when you determined that rail depreciation costs would have approximated the rail replacement costs that were expensed under Hong Kong GAAP, but would be capitalized under U.S. GAAP.

 We respectfully inform the Staff of the following:

•

In response to the Staff’s comments, we have reassessed our evaluation of the various components of the operating expenditures relating to the rails assets for U.S. GAAP
reconciliation purposes to determine whether such components qualify for capitalization under paragraph D40.101C of FASB Current Text. Based on this reassessment, we believe that all direct costs incurred to replace or modify rails assets, which
primarily include replacements to rail track, supporting plinth and ballast, as well as track modification works, qualify for initial capitalization and subsequent depreciation under U.S. GAAP as they provide future economic benefits and service
potential until the next expected replacement, while certain costs such as rail inspection and rail grinding do not qualify for capitalization. As a result, we estimate that, out of the total operating expenditures related to our rails assets,
approximately HK$32 million, HK$34 million and HK$39 million for the fiscal years 2002, 2003 and 2004, respectively, qualify for capitalization under U.S. GAAP, rather than the full amount of such operating expenditures reported under Hong Kong GAAP
of HK$76 million, HK$74 million and HK$83 million, respectively, stated in our response to your previous letter. We have also considered the useful lives of the relevant rails asset components and the incremental increases to the fixed assets
balance and depreciation, which would have been recognized assuming rail replacement and modification costs had been capitalized. Accordingly, we estimate that our annual depreciation charges under U.S. GAAP relating to our rails assets had they
been depreciated, were approximately HK$54 million, HK$58 million and HK$59 million for the fiscal years 2002, 2003 and 2004, respectively, rather than HK$72 million, HK$77 million and HK$79 million, respectively, stated in our response to your
previous letter. Based on the above factors, the difference, net of tax, between capitalizing and depreciating the rails assets under U.S. GAAP and expensing such assets under Hong Kong GAAP would have been HK$19 million, HK$20 million and HK$17
million, or 0.6%, 1.5%, and 0.4% of the net profit after tax reported under U.S. GAAP, for the years ended December 31, 2002, 2003 and 2004, respectively. This would also

Ms. Linda Cvrkel

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 reduce the reported
fixed assets balance by HK$108 million, HK$138 million and HK$169 million at December 31, 2002, 2003 and 2004, respectively, which, net of the resulting tax effect, would reduce the reported shareholders’ equity by approximately less than
0.3% of the respective balances. Accordingly, we confirm our belief as stated in our previous letter that no material impact has resulted from the differences in Hong Kong GAAP and U.S. GAAP in this regard.

•

When assessing the amount of depreciation charge on rail assets under U.S. GAAP, the following estimated useful lives have been adopted pursuant to recommendations from engineering
experts. Such estimated useful lives have been determined after considering the assets’ historical pattern of wear and tear and the Company’s future rail replacement program.

 Useful life

- Rails

15 years

- Track form

33 years

- Civil related works

100 years

•

As indicated in the first bullet point above, we confirm that incremental increases to the fixed assets balance and depreciation, which would have been recognized assuming rail
replacement costs were capitalize