SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

September 10, 2010

Lawrence (Yau Lung) Ho Co-Chairman and Chief Executive Officer MCE Finance Limited Walker House 87 Mary Street
George Town, Grand Cayman KY1-9005
Cayman Islands
Re: MCE Finance Limited
Registration Statement on Form F-4 Filed August 13, 2010
  File No. 333-168823

Dear Mr. Ho:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

 1. We note that you are registering the exch ange notes in reliance on our position
enunciated in Exxon Capital Holdings Cor p., SEC No-Action Letter (April 13, 1988).
See also Morgan Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman
& Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next
amendment, please provide us with a supplem ental letter stating th at you are registering
the exchange offer in reliance on our position contained in these le tters and include the
representations contained in  the Morgan Stanley and Sherman & Sterling no-action
letters.

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 2  2. Please provide us with support for all quantitative a nd qualitative statements used in the
registration statement.  We note on page s 1 and 2 without limitation, the following
examples:

•  “City of Dreams, an integrated urban entertainment resort development, has
become a ‘must experience’ de stination in Macau since it opened in Cotai in June
2009.  As the only major casino that opened in Macau in 2009, the resort brings
together a collection of world-renowned br ands such as Crown, Grand Hyatt, Hard
Rock and Dragone to create an excepti onal guest experience that appeals to a
broad spectrum of visitors from around As ia and the world. The initial opening of
City of Dreams featured …an array of some  of the world’s most sought-after retail
brands.”

• “Dragon’s Treasure, the iconic landmark showcased in the Bubble at City of
Dreams was honored with the 2009 THEA Award for “Outstanding Achievement”
from the Themed Entertainment Associati on.  City of Dreams also won the “Best
in Leisure Development in Asia Pacific” award in the International Property Awards 2010 which recognized distinctive innovation and outstanding success in leisure development.”

• “Altira Macau won the ‘Best Casino In terior Design Award’ in the first
International Gaming Awards in 2008, wh ich recognizes outstanding design in the
casino sector.  Altira Macau has now been awarded the Forbes Five Star rating in
both Lodging and Spa categories by the 2010 Forbes Travel Guide (formerly
Mobil Travel Guide).  Altira Macau also won the ‘Best Business Hotel in Macau’
award in TTG China Travel Awards 2009 a nd the ‘Best Luxury Hotel in Macau’
award in the TTG China Travel Awards 2010.”

• “As of March 31, 2010, Mocha had 1,543 gaming machines in operation,
representing 11% of total machin e installation in the market.”

Clearly mark the specific language in the supporting materials that supports each
statement.  We note that you provide information based on data and reports compiled by industry analysts.   Please tell us if any of the s upporting materials were prepared
specifically for you in connection with this offering.
3. Throughout your registration statement you ut ilize industry jargon.  For example only,
please provide a better explanation for ma ss market segment, mass market patrons,
gaming promoter aggregator model, conce ssion, subconcession, rolling chip, and non-
rolling chip.  If you include technical te rms in the body of your prospectus, you should
concisely explain these terms where you first use them.  In addition, please do not use
technical terms or industry jargon in your explanations.

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 3  4. Please provide the disclosure re quired by Item 11 of Form 20-F or advise.  Please refer to
Item 12(b)(3) of Form F-4.
5. Please provide disclosure regarding the identity of your auditors and identify them as experts in the registration statement or advise.
 Prospectus Cover Page

 6. Please confirm that you will limit the outside  cover page to one page in length in
accordance with Item 501(b) of Regulation S-K.
 7. As currently represented, the offer could be  open for less than 20 full business days due
to the 5:00 p.m. expiration time instead of  an expiration time of midnight on what
ultimately may be the twentieth business da y following commencement.  Please confirm
to us that the exchange offer will be open fo r at least 20 full business days and that the
offer will be open at least through midnight of  the twentieth business day.  See Rule 14d-
1(g)(3).  Further, please confirm that the e xpiration date will be included in the final
prospectus disseminated to security hold ers and filed pursuant to the applicable
provisions of Rule 424.
 Table of Contents, page i

1. On page ii, please update the address of the Commission to be consistent with page 166.
In addition, on page 166, we note your references to the Chicago office and the ability to
obtain copies of documents at prescribed rates.  Please update your disclosure to remove
these references.
Cautionary Statement Regarding Fo rward-Looking Statements. Page viii

 2. We note your statement: “See ‘Risk Factors’ for a discussion of some  risk factors that
may affect our business and results of operati ons.  These risks are not exhaustive.  Other
sections of this prospectus may include additional risk factors that could adversely impact our business and financial performance.”  Plea se remove this statement.  Please make
similar revisions to your disclosure on pa ges 11 and 16.  Please note that all of the
material risks should be disclosed in the Risk Factor section.

Summary

3. We note the disclosure regarding your bus iness overview and your objectives and
strategies.  Please revise your summary to balance this disclo sure with a discussion of the
most significant risks associated with your business and the exchange notes, including,
without limitation, (i) the ability  to transfer the exchange notes may be limited, (ii) your
holding company structure, and (iii) your si gnificant indebtedne ss, which should be
quantified.

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 4   4. We note the descriptions of your operations and development projects.  Please revise
your disclosure to quantify any unfunded de velopment obligations and/or any funded
development costs that may be at risk if development does not move forward.
  5. We note your reference to the Intercompany Note in the footnote on page 5.  Please
revise your disclosure to  include, in the narrative, a brief description of th e material terms
of the note and its business purpose.
 Objectives and Strategies, page 3

 6. We note your statement on pages 3 and 78 that: “We will conti nue to raise the
development funds that we need when we are able to do so, not when we are required to
do so.”  Please revise your disclosure to  explain what you mean by this statement and
disclose any circumstances under which you would be required to raise development funds but would not do so.  As applicable, pleas e add risk factor disclosure to describe
any risks associated with faili ng to raise development funds.

Risk Factors, page 16

Risks Relating to the Operati on of Our Properties, page 17
 Servicing the debt of our s ubsidiaries requires a significant amount of cash …, page 17

 7. We note your disclosure on page 15 that fo r the “three months ended March 31, 2010 and
the years ended December 31, 2009, 2008, 2007, 2006, and 2005, [y]our earnings were insufficient to cover fixed charge s.”  Please revise your disclosu re in this risk factor to
address this point.
 The insolvency laws of the Cayman Islands … page 35

 8. This risk factor does not identify the risk  to your business or your  investors.  Please
revise to clearly disclose the risk presented or provide this disclosure in another section.
 The Exchange Offer, page 41

 Terms of the Exchange Offer, page 41

 9. We note your disclosure on page 42 that the letter of transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an underwriter within the mean ing of the Securities Act.   Please revise to
clarify that any broker-dealer who holds Init ial Notes acquired for its own account as a
result of market-making activit ies or other trading activities,  and who receives Exchange
Notes in exchange for the Initial Notes pursuan t to the exchange offer, may be a statutory

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 5
underwriter and must deliver a prospectus mee ting the requirements of the Securities Act
in connection with any resale of such Excha nge Notes.  Please ma ke similar revisions
throughout your prospectus and the transmittal letters as appropriate.
 Expiration Date; Extensions; Amendments, page 43

 10. We note your disclosure on page 44 that you rese rve the right to delay acceptance of the
Initial Notes.  Please confirm that any such delay will be consistent with Rule 14e-1(c).
 Conditions, page 47

 11. If you decide to waive any conditions, pleas e note that you must expressly announce your
decision in a manner reasonably calculated to in form note holders of the waiver.  In this
regard, please provide us with your views rega rding whether or not waiver of any of the
conditions will constitute a material change requiring that at least five business days
remain in the offer after notice of such waiver.
 Management’s Discussion and Analysis …, page 55

 Liquidity and Capital Resources, page 69

12. We note your disclosure on page 15 that your earnings were insufficient to cover fixed
charges.  Please revise to  discuss in more detail how  you are planning to meet your
liquidity needs in the next 12 months.

Management, page 96
 13. Please provide the year each officer or direct or commenced working for an entity and the
year the officer discontinued working for the en tity.  If an officer received a promotion
during their tenure at an entit y, please disclose the year the officer was promoted.  In
addition, please clarify the year when referring to the “inception” of an entity.

Related Party Transactions, page 108

14. For each related party transaction, please di sclose the largest amount outstanding during
the period covered and the amount outstanding as  of the latest practicable date.  Please
refer to Item 7.B of Form 20-F and Item 19(a)(7) of Form F-4.

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 6   Description of Exchange Notes, page 117

 Repurchase at the Option of Holders, page 125

15. Please disclose that any repurchase offer ma de pursuant to the change in control
provisions will comply with any applicable re gulations under the federal securities laws,
including Rule 14e-1 or advise.

Melco Crown Entertainment Limited

Consolidated Financial Statements and Notes

General
 16. Please tell us what considerat ion was given in discussing the issuance of the initial notes,
which was completed through a private placement on May 17, 2010, as a subsequent
event.

17. Please amend your filing to include the aud itor’s report that opines on the periods
presented within your financial statements as well as the auditor’s written consent.

Note 21 – Condensed Consolidating Financial Information, page F-39

18. We are still considering your previously filed correspondence as it relates to your
analysis under Rule 3-10 of Regulation S-X.
 Part II. Information Not Requi red in Prospectus, page II-1

 Item 21. Exhibits and Financial Statement Schedules, page II-1

 19. Please file all required exhibits as promptly as  possible.  If you are not  in a position to file
your remaining legal opinion with the next am endment, please provide a draft copy for us
to review.

Item 22. Undertakings, page II-2

20. Please revise the last sentence of paragraph 4 to clarify that this sentence relates to
registration statements on Form F-3.  Please refer to Item 512(a)(4) of Regulation S-K.
 21. Please provide the undertaking required by It em 512(h) of Regulat ion S-K or advise.

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 7   Exhibit 5.2

22. We note the statement on page 2 that:  “This opinion is given solely for your benefit and
the benefit of your legal advisers acting in that  capacity in relation to  this transaction and
may not be relied upon by any other person with out our prior written consent.”  Language
that serves to limit or implies that the opinion is only for the benefit of certain persons is not appropriate.  For example, please revise to clarify that note holders and secondary
purchasers also may rely on the opinion.
23. We note assumption 3 on page 6.  Please revise to narrow the assumption and clarify that
counsel is not assuming any of the ma terial facts underl ying the opinion.
24. We note assumption 8 on page 6 and assumpti ons 10 and 15 on page 7 of the opinion.
These assumptions assume facts that should be known or are readily ascertainable.
Please have counsel provide a revised opini on that does not include these assumptions.
25. We refer to assumptions 2 and 9 on page 6 and assumption 13 on page 7 of the opinion.
These assumptions are not appropriate as they  relate to the authority of the respective
company or its officers.  Pl ease have counsel provide a re vised opinion that limits the
applicability of these assumptions.
 Exhibit 5.3

26. Please have counsel revise the opinion to cl early state that the gua rantees and notes are
binding obligations.
27. We note the statement on page 6 that: “This opinion … is addressed to you for the benefit
solely of yourselves or for any other purpose nor  is it to be quoted or  referred to in any
public document or filed with any government agency or other person without our consent.”   Language that serves to limit or im plies that the opinion is only for the benefit
of certain persons is not appr opriate.  For example, please re vise to clarify that note
holders and secondary purchasers also may rely on the opinion.  Additionally, please have counsel provide consent to the fili ng of this document w ith the registration
statement.
 Form of Letter of Transmittal

28. On page 2, please delete the language requiri ng the holder to acknowledge that he/she has
reviewed the Letter of Transmittal and the Prospectus.
29. On page 4, please revise the fourth paragraph to have the broker-dealer represent that it
has not entered into any arrangement or understanding with you or your affiliates to distribute the Exchange Notes.   Please make similar revisions to th e prospectus and your
other exhibits as appropriate.

Lawrence (Yau Lung) Ho
MCE Finance Limited
September 10, 2010 Page 8  30. On page 8, please delete the following stat ement or advise: “Each tendering Holder, by
execution of a Letter of Transmittal (or facsimile thereof or agent’s message in lieu thereof), waives any right to receive a ny notice of the acceptance of such tender.”

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Si