SecProbe.io

<DOCUMENT>
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<TEXT>
 February 11, 2026

Geoffrey Stuart Davis
Chief Financial Officer
Melco Resorts & Entertainment LTD
71 Robinson Road #04-03
Singapore 068895

 Re: Melco Resorts & Entertainment LTD
 Form 20-F for the fiscal year ended December 31, 2024
 File No. 001-33178
 Filed March 21, 2025
Dear Geoffrey Stuart Davis:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Real Estate
& Construction
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 October 6, 2025

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Melco Resorts & Entertainment Ltd.

 
 Form 20-F for the Year Ended December 31, 2024

 
 Correspondence from the SEC on September 22, 2025

 
 File No. 001-33178

Attn:
 Division of Corporation Finance

 
 Office of Real Estate & Construction

Dear Mr. Regan and Ms. Howell:

 This letter sets forth
the response of Melco Resorts & Entertainment Ltd. (the “Company”) to the comment letter (the “Comment Letter”) that the Company received from the staff (the “Staff”) of the Securities and Exchange
Commission in a letter dated September 22, 2025 in relation to the Company’s Form 20-F for Fiscal Year ended December 31, 2024 (the “2024 Annual Report”).

We have included herein the comment in the Comment Letter in bold, and the Company’s response is set forth immediately below the comment.

Annual Report on Form 20-F

General

 1. We note you revised the definition of
“China” or “PRC” since your December 31, 2023 Form 20-F to include Hong Kong and Macau in the definition, consistent with the response to our prior comment letter dated
August 27, 2024; however, we also note that you have extensively revised the references to the PRC to instead refer to mainland China. Please revise these references to mainland China throughout your annual report including, as examples only,
in the risk factors section on pages 27, 28, 45 and 49 to reference China including Hong Kong and Macau, except when you are referencing specific laws and regulations adopted by mainland China. In this regard, ensure that your disclosure does not
narrow risks related to operating in China to mainland China only. Please advise us how you plan on making such revisions and include your proposed revised disclosure in your response letter.

 1

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that in future filings on Form
20-F and other future filings, the Company will use the term “China” or “PRC” rather than “mainland China” other than in instances where the relevant disclosure applies only
to mainland China but not Hong Kong or Macau or when referencing specific laws and regulations adopted by mainland China.

 In response to the
Staff’s comment, the Company respectfully advises the Staff that it proposes to revise the relevant disclosure from the 2024 Annual Report in its annual report on Form 20-F for the fiscal year ended
December 31, 2025 as set forth in Annex A.

 *  *  *

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s Comments set forth
above, please do not hesitate to contact me by phone in Hong Kong at (+852) 2598-3601 / (+853) 8868-7887 or by facsimile at (+853) 8867-7887, or you may contact our outside legal counsel, Stacey Wong, of Latham & Watkins LLP, at (+65)
6437-5450.

Very truly yours,

 /s/ Geoffrey Davis

 Geoffrey Davis

 Chief Financial Officer

(Principal Financial Officer)

cc:

 Graham Winter, Chief Legal Officer

Tim Y. Sung, Group Corporate General Counsel

Sharon Lau, Latham & Watkins LLP

 Stacey Wong,
Latham & Watkins LLP

 2

 Annex A

 INTRODUCTION

In this annual report on Form 20-F, unless otherwise indicated:

•

 “2013 Studio City Project Facility” refers to the senior secured project facility, dated
January 28, 2013 and as amended from time to time, entered into between, among others, Studio City Company, as borrower, and certain subsidiaries as guarantors, comprising a term loan facility of HK$10,080,460,000 (equivalent to US$1.3 billion)
and a revolving credit facility of HK$775,420,000 (equivalent to US$100 million), and was amended, restated and extended by the 2016 Studio City Senior Secured Credit Facility;

•

 “2015 Credit Facilities” refers to the HK$13.65 billion (equivalent to US$1.75 billion)
senior secured credit facilities agreement dated June 19, 2015, entered into by Melco Resorts Macau, as borrower, comprising (i) a Hong Kong dollar term loan facility of HK$3.90 billion (equivalent to US$500.0 million) with a
term of six years and (ii) a HK$9.75 billion (equivalent to US$1.25 billion) revolving credit facility, and following the repayment of all outstanding loan amounts, together with accrued interest and associated costs on May 7, 2020,
other than the HK$1.0 million (equivalent to US$0.1 million) which remains outstanding under the term loan facility, with a maturity date extended to June 24, 2026, and the HK$1.0 million (equivalent to US$0.1 million) revolving
credit facility commitment which remains available under the revolving credit facility, all other commitments under the 2015 Credit Facilities were canceled;

•

 “2020 Credit Facilities” refers to the senior facilities agreement dated April 29, 2020, entered
into between, among others, MCO Nominee One, our subsidiary and as borrower, and Bank of China Limited, Macau Branch, Bank of Communications Co., Ltd. Macau Branch and Morgan Stanley Senior Funding, Inc., as joint global coordinators, under which
lenders have made available HK$14.85 billion (equivalent to US$1.92 billion) in a revolving credit facility for an initial term of five years, and which has been amended and restated under the 2023 Amendment and Restatement and the 2024
Amendment and Restatement, and the overall commitments in respect of which have been increased by HK$387.5 million (equivalent to US$49.8 million) pursuant to the establishment of an incremental facility in February 2025;

•

 “2021 Studio City Senior Secured Credit Facility” refers to the facility agreement dated
March 15, 2021 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the 2016 Studio City Senior Secured Credit Facility to provide for senior secured credit facilities in an aggregate amount of
HK$234.0 million (equivalent to US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0 million (equivalent to US$0.1 million) term loan facility, with the
maturity date of August 29, 2029, and which was amended, restated and extended on November 29, 2024;

•

 “2016 Studio City Senior Secured Credit Facility” refers to the facility agreement dated
November 23, 2016 with, among others, Bank of China Limited, Macau Branch, to amend, restate and extend the 2013 Studio City Project Facility to provide for senior secured credit facilities in an aggregate amount of HK$234.0 million
(equivalent to US$30.0 million), which consist of a HK$233.0 million (equivalent to US$29.9 million) revolving credit facility and a HK$1.0 million (equivalent to US$0.1 million) term loan facility, and which would have matured on
November 30, 2021, and was amended, restated and extended by the 2021 Studio City Senior Secured Credit Facility;

•

 “2023 Amendment and Restatement” refers to the Amendment and Restatement Agreement dated
June 29, 2023 among MCO Nominee One, MCO Investments Limited, Melco Resorts Finance, MCO International Limited, and Bank of China Limited, Macau Branch, acting as the facility agent, to amend the provisions of the 2020 Credit Facilities such
that borrowings under the 2020 Credit Facilities denominated in U.S. dollars bear interest at the term Secured Overnight Financing Rate plus an applicable credit adjustment spread ranging from 0.06% to 0.20% per annum, as adjusted in accordance with
the interest period, and a margin ranging from 1.00% to 2.00% per annum as adjusted in accordance with the leverage ratio in respect of MCO Nominee One and certain of its specified subsidiaries;

 1

•

 “2024 Amendment and Restatement” refers to the Second Amendment and Restatement Agreement dated
April 8, 2024 among MCO Nominee One, MCO Investments Limited, Melco Resorts Finance, MCO International Limited, and Bank of China Limited, Macau Branch, acting as the facility agent, to amend, among other things, the maturity date of the 2020
Credit Facilities to April 29, 2027;

•

 “2024 Studio City Senior Secured Credit Facility” refers to the senior secured credit facilities
agreement, dated November 29, 2024, entered into between, among others, Studio City Investments, as parent, Studio City Company, as borrower, and certain subsidiaries as guarantors, pursuant to which lenders have made available to Studio City
Company HK$1.945 billion (equivalent to US$250.3 million) in revolving credit facilities for a term of five years with an option to increase the commitments in an amount not exceeding US$100.0 million, subject to the satisfaction of
certain conditions precedent;

•

 “2025 Senior Notes” refers to the US$1.0 billion aggregate principal amount of 4.875% senior
notes due 2025 issued by Melco Resorts Finance, of which US$650.0 million in aggregate principal amount was issued on June 6, 2017 and US$350.0 million in aggregate principal amount was issued on July 3, 2017;

•

 “2025 Studio City Notes” refers to the US$500 million aggregate principal amount of 6.00% senior
notes due 2025 issued by Studio City Finance on July 15, 2020, of which US$221.6 million in aggregate principal amount remains outstanding as of March 14, 2025;

•

 “2025 Studio City Notes Tender Offer (2023)” refers to the conditional tender offer by Studio City
Finance pursuant to which it purchased for cash an aggregate principal amount of US$100.0 million of the outstanding 2025 Studio City Notes in November 2023;

•

 “2025 Studio City Notes Tender Offer (2024)” refers to the conditional tender offer by Studio City
Finance pursuant to which it purchased for cash an aggregate principal amount of US$100.0 million of the outstanding 2025 Studio City Notes in April 2024;

•

 “2026 Senior Notes” refers to the US$500.0 million aggregate principal amount of 5.250% senior
notes due 2026 issued by Melco Resorts Finance on April 26, 2019;

•

 “2027 Senior Notes” refers to the US$600.0 million aggregate principal amount of 5.625% senior
notes due 2027 issued by Melco Resorts Finance on July 17, 2019;

•

 “2027 Studio City Notes” refers to the US$350.0 million aggregate principal amount of 7.00%
senior secured notes due 2027 issued by Studio City Company on February 16, 2022;

•

 “2028 Senior Notes” refers to the US$850 million aggregate principal amount of 5.750% senior
notes due 2028 issued by Melco Resorts Finance, of which US$500.0 million in aggregate principal amount was issued on July 21, 2020 and US$350.0 million in aggregate principal amount was issued on August 11, 2020;

•

 “2028 Studio City Notes” refers to the US$500 million aggregate principal amount of 6.50% senior
notes due 2028 issued by Studio City Finance on July 15, 2020;

•

 “2029 Senior Notes” refers to the US$1.15 billion aggregate principal amount of 5.375% senior
notes due 2029 issued by Melco Resorts Finance, of which US$900.0 million in aggregate principal amount was issued on December 4, 2019 and US$250.0 million in aggregate principal amount was issued on January 21, 2021;

•

 “2029 Studio City Notes” refers to the US$1.1 billion aggregate principal amount of 5.00% senior
notes due 2029 issued by Studio City Finance, of which US$750.0 million in aggregate principal amount was issued on January 14, 2021 and US$350.0 million in aggregate principal amount was issued on May 20, 2021;

 2

•

 “2032 Senior Notes” refers to the US$750.0 million aggregate principal amount of 7.625% senior
notes due 2032 issued by Melco Resorts Finance on April 17, 2024;

•

 “ADSs” refers to our American depositary shares, each of which represents three ordinary shares;

•

 “Altira Macau” refers to an integrated resort located in Taipa, Macau;

•

 “Altira Resorts” refers to our subsidiary, Altira Resorts Limited (formerly known as Altira
Developments Limited), a Macau company through which we hold the land and building for Altira Macau and operate hotel and certain other non-gaming businesses at Altira Macau;

•

 “Bluehaven Services” refers to our subsidiary, Bluehaven Services (Private) Limited, a company
incorporated in Sri Lanka;

•

 “board” and “board of directors” refer to the board of directors of our Company or a duly
constituted committee thereof;

•

 “CGC” means the Cyprus Gaming and Casino Supervision Commission;

•

 “China” or “PRC” refers to the People’s Republic of China, including the Hong Kong Special Administrative Region of the People’s Republic of
China (“Hong Kong”) and the Macau Special Administrative Region of the People’s Republic of China (“Macau” or “Macau SAR”), except when referencing specific laws and regulations adopted by the People’s
Republic of China and other legal and tax matters applicable only to mainland China. The legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong and Macau;

•

 “City of Dreams” refers to an integrated resort located in Cotai, an area of reclaimed land located
between the islands of Taipa and Coloane in Macau, which currently features gaming areas and luxury hotels, including a collection of retail brands, a wet stage performance theater (temporarily closed since June 2020) and other entertainment venues;

•

 “City of Dreams Manila” refers to an integrated resort located within Entertainment City, Manila;

•

 “City of Dreams Mediterranean” refers to an integrated resort located in Limassol, Cyprus;

•

 “City of Dreams Sri Lanka” refers to an integrated resort located in Colombo, Sri Lanka;

•

 “COD Resorts” refers to our subsidiary, COD Resorts Limited (formerly known as Melco Crown (COD)
Developments Limited), a Macau company through which we hold the land and buildings for City of Dreams, operate hotel and certain other non-gaming businesses at City of Dreams and provide shared
services within the Company;

•

 “Concession Contract” refers to the concession contract executed between the Macau SAR and Melco
Resorts Macau on December 16, 2022, that provides for the terms and conditions of the concession granted to Melco Resorts Macau, which expires on December 31, 2032;

•

 “Cyprus Acquisition” refers to our acquisition of a 75% equity interest in ICR Cyprus from Melco
International with the issuance of 55.5 million ordinary shares as consideration pursuant to the definitive agreement entered into between us and Melco International on June 24, 2019 and completed on July 31, 2019;

•

 “Cyprus Casinos” refers to our satellite casinos in Cyprus, which, as of the date of this annual
report, comprise properties in Nicosia, Ayia Napa and Paphos;

•

 “Cyprus License” refers to the gaming license granted by the government of Cyprus to Integrated
Casino Resorts on June 26, 2017 to develop, operate and maintain an integrated casino resort in Limassol, Cyprus (and until the operation of such integrated casino resort, the operation of a temporary casino in Limassol) and up to four
satellite casino premises in Cyprus, for a term of 30 years from the date of grant and with the right for exclusivity in Cyprus for the first 15 years of the term;

 3

•

 “Nobu Manila” refers to the hotel development located in City of Dreams Manila branded as Nobu Hotel
Manila;

•

 “Nüwa Manila” refers to the hotel development located in City of Dreams Manila branded as
Nüwa Hotel Manila, formerly branded as the Crown Towers hotel;

•

 “our concession” and “our gaming concession” refer to the Macau gaming concession held by
Melco Resorts Macau, effective from January 1, 2023 until December 31, 2032;

•

 “PAGCOR” refers to the Philippines Amusement and Gaming Corporation, the Philippines regulatory body
with jurisdiction over all gaming activities in the Philippines except for lottery, sweepstakes, cockfighting, horse racing and gaming inside the Cagayan Export Zone;

•

 “PAGCOR Charter” refers to the Presidential Decree No. 1869, of the Philippines;

•

 “Philippine License” refers to

September 22, 2025
Geoffrey Stuart Davis
Chief Financial Officer
Melco Resorts & Entertainment LTD
71 Robinson Road #04-03
Singapore 068895
Re:Melco Resorts & Entertainment LTD
Form 20-F for the fiscal year ended December 31, 2024
File No. 001-33178
Dear Geoffrey Stuart Davis:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 20-F
General
1.We note you revised the definition of "China" or "PRC" since your December 31,
2023 Form 20-F to include Hong Kong and Macau in the definition, consistent with
the response to our prior comment letter dated August 27, 2024; however, we also
note that you have extensively revised the references to the PRC to instead refer
to mainland China. Please revise these references to mainland China throughout your
annual report including, as examples only, in the risk factors section on pages 27, 28,
45 and 49 to reference China including Hong Kong and Macau, except when you are
referencing specific laws and regulations adopted by mainland China. In this regard,
ensure that your disclosure does not narrow risks related to operating in China
to mainland China only. Please advise us how you plan on making such revisions
and include your proposed revised disclosure in your response letter.

September 22, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.
Please contact Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

September 30, 2024
Geoffrey Stuart Davis
Chief Financial Officer
Melco Resorts & Entertainment Limited
71 Robinson Road #04-03
Singapore 068895
Re:Melco Resorts & Entertainment Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-33178
Filed March 22, 2024
Dear Geoffrey Stuart Davis:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Lawrence Yau Lung Ho

CORRESP
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filename1.htm

CORRESP

 September 9, 2024

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Melco Resorts & Entertainment Ltd.

Form 20-F for the Year Ended December 31, 2023

Correspondence from the SEC on August 27, 2024

File No. 001-33178

Attn:
 Division of Corporation Finance

Office of Real Estate & Construction

Dear Mr. Regan and Ms. Howell:

 This letter sets forth
the response of Melco Resorts & Entertainment Ltd. (the “Company”) to the comment letter (the “Comment Letter”) that the Company received from the staff (the “Staff”) of the Securities and Exchange Commission
in a letter dated August 27, 2024 in relation to the Company’s Form 20-F for Fiscal Year ended December 31, 2023 (the “2023 Annual Report”).

We have included herein the comment in the Comment Letter in bold, and the Company’s response is set forth immediately below the comment.

Form 20-F for Fiscal Year Ended December 31, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 192

1. In future filings, please revise your definition of “China” or “PRC” to remove the exclusion of Hong Kong and Macau from this
definition. The definition may clarify that the only time that “China” or the “PRC” does not include Hong Kong or Macau is when you are referencing specific laws and regulations adopted by the PRC. If it does, please revise your
disclosure to discuss any commensurate laws or regulations in Macau or Hong Kong, if applicable, and any risks and consequences to the company associated with those regulations. Please also disclose in the definition section that the same legal and
operational risks associated with operations in China may also apply to operations in Macau or Hong Kong. Revise your risk factor disclosure accordingly. Please confirm your understanding and include your proposed disclosure in your response letter.

 1

 Response

The Company acknowledges and confirms its understanding of the Staff’s comment. In response to the Staff’s comment, the Company respectfully advises
the Staff that it will revise the definition of “China” and the “PRC” in its future filings as follows:

““China” and “PRC” refer to the People’s Republic of China, including the Hong Kong Special Administrative
Region of the People’s Republic of China (Hong Kong) and the Macau Special Administrative Region of the People’s Republic of China (Macau), except when referencing specific laws and regulations adopted by the People’s Republic of
China and other legal and tax matters applicable only to mainland China. excluding the Hong Kong Special Administrative Region of the PRC (Hong Kong), the Macau Special Administrative Region of the PRC (Macau) and Taiwan from a
geographical point of view The legal and operational risks associated with operating in mainland China may also apply to our operations in Hong Kong and Macau.”

In addition, in future filings on Form 20-F, the fourth paragraph in the introduction to “Item 3. Key Information – D. Risk Factors” in the
2023 Annual Report will be revised as follows:

 “The legal and operational risks associated with operating in mainland China may
also apply to our operations in Hong Kong and Macau. The PRC mainland China government may also intervene or influence our operations in Macau, Hong Kong or elsewhere at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in issuers in China, which could result in a material change in our operations and/or the value of our ordinary shares. Additionally, the Chinese mainland China government has in
the past made statements indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers and any such action could significantly limit or completely hinder our
ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless. There are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in
China can change quickly with little or no advance notice. See “— Risks Relating to Our Business and Operations — Changes in laws, regulations and policies in the PRC mainland China and
uncertainties in the legal systems in the PRC mainland China may expose us to risks. In addition, rules and regulations in the PRC mainland China can change quickly
with little advance notice” and “— The PRC mainland Chinese government may influence our operations in Macau or elsewhere or intervene in our offerings conducted overseas or foreign investments in us. Its
oversight and discretion over our business could result in material adverse changes in our operations and the value of our ordinary shares and ADSs.””

The Company respectfully advises the Staff that future filings will use the term “mainland China” when discussing matters that relate to China but
not Hong Kong or Macau.

 2

 The Company further respectfully advises the Staff that, consistent with the Staff’s comments, in
future filings on Form 20-F, the Company will continue to retain the sections from the 2023 Annual Report in “Item 3. Key Information – D. Risk Factors – Risks Relating to Operating in the Gaming Industry in Macau,” which
discusses risks and consequences to the Company associated with laws and regulations in Macau, and “Item 4. Information on the Company – B. Business Overview – Regulations – Macau Regulations,” which discusses laws and
regulations applicable to the Company in Macau. Within the PRC (including Hong Kong and Macau), the Company’s assets and operations are primarily in Macau and it does not have any material assets or operations in mainland China.

* * *

 Should any member of the
Staff have any questions or additional comments regarding the Company’s responses to the Staff’s Comments set forth above, please do not hesitate to contact me by phone in Hong Kong at (+852) 2598-3601 / (+853) 8868-7887 or by
facsimile at (+853) 8867-7887, or you may contact our outside legal counsel, Stacey Wong, Latham & Watkins LLP, at (+65) 6437-5450.

Very truly yours,

 /s/ Geoffrey Davis

 Geoffrey Davis

 Chief Financial Officer

(Principal Financial Officer)

cc:
 Graham Winter, Chief Legal Officer

Tim Y. Sung, Group Corporate General Counsel

Sharon Lau, Latham & Watkins LLP

Stacey Wong, Latham & Watkins LLP

 3

August 27, 2024
Geoffrey Stuart Davis
Chief Financial Officer
Melco Resorts & Entertainment Limited
71 Robinson Road #04-03
Singapore 068895
Re:Melco Resorts & Entertainment Limited
Form 20-F for the Fiscal Year Ended December 31, 2023
File No. 001-33178
Dear Geoffrey Stuart Davis:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Introduction, page 1
1.In future filings, please revise your definition of " China" or "PRC" to remove the
exclusion of Hong Kong and Macau from this definition. The definition may clarify that
the only time that " China" or the "PRC" does not include Hong Kong or Macau is when
you are referencing  specific laws  and regulations adopted by the  PRC. If it does, please
revise your disclosure to discuss any commensurate laws or regulations in Macau or Hong
Kong, if applicable, and any risks and consequences to the company associated with those
regulations. Please also disclose in the definition section that the same legal and
operational risks associated with operations in  China may also apply to operations in
Macau or Hong Kong. Revise your risk factor disclosure accordingly. Please confirm your
understanding and include your proposed disclosure in your response letter.
            We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

August 27, 2024
Page 2
            Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you have
questions regarding comments on the financial statements and related matters. Please contact
Ruairi Regan at 202-551-3269 or Pam Howell at 202-551-3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

United States securities and exchange commission logo
October 12, 2023
Geoffrey Stuart Davis
Executive Vice President and Chief Financial Officer
Melco Resorts & Entertainment Ltd.
71 Robinson Road #04-03
Singapore 068895
Re:Melco Resorts & Entertainment Ltd.
Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-33178
Dear Geoffrey Stuart Davis:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       David C. Lee

CORRESP
1
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CORRESP

 August 24, 2023

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Melco Resorts & Entertainment Ltd.

Form 20-F for the Year Ended December 31, 2022 Filed on March 31, 2023

Correspondence from the SEC on August 3, 2023

File No. 001-33178

Attn:
 Division of Corporation Finance

 Disclosure Review Program

Dear Mr. Dunham and Ms. Gowetski:

 This letter sets
forth the responses of Melco Resorts & Entertainment Ltd. (the “Company”) to the comments (the “Comments”) that the Company received from the staff (the “Staff”) of the Securities and Exchange Commission in a
letter dated August 3, 2023 in relation to the Company’s Form 20-F for Fiscal Year ended December 31, 2022 (the “2022 Annual Report”).

We have included herein the Comments in bold, and the Company’s responses are set forth immediately below the Comments.

Form 20-F for Fiscal Year Ended December 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 192

1. We note your statement that you reviewed public filings and stockholder lists of your Company and Melco International in connection with your required
submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In
your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

Response

 The Company acknowledges the Staff’s
comment and respectfully advises the Staff that no additional materials were reviewed or relied upon apart from those discussed under Item 16I of the 2022 20-F.

 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken
to confirm that none of the members of your board or the boards, if any, of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior
memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your
disclosure.

 Response

 The Company acknowledges
the Staff’s comment and respectfully advises the Staff that the disclosures noted in “Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections” were reviewed by each member of the Company’s board. In
addition, as part of the Company’s regular information gathering process in preparing its Form 20-F, the Company sends each member of its board a questionnaire which requests information in relation to,
among other things, their professional and educational background. Current and prior memberships on, or affiliations with, committees, including committees with representatives from the Chinese Communist Party, were factored into the determination.
Additionally, the Company did not rely upon third party certifications such as affidavits as the basis for its disclosure.

 3. We note your disclosure
beginning on page 79 that appears to indicate you have consolidated foreign operating entities in Macau, the Philippines, and Cyprus. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign
operating entities, including variable interest entities or similar structures.

•

 With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign
operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating
entities in your supplemental response.

•

 With respect to (b)(3) and (b)(5), please provide the required information for you and all of your
consolidated foreign operating entities in your supplemental response.

 Response

The Company acknowledges the Staff’s comment and respectfully advises the Staff that it does not use a variable-interest entity or similar structure.
Notwithstanding, the Company respectfully advises the Staff that:

 2

•

 based on a review of the stockholders lists of the Company, Studio City International Holdings Limited
(“SCIH”) and Melco International Development Limited (“Melco International”), in addition to mainland China, Hong Kong and the Cayman Islands, the Company is not aware of any governmental entities in Macau, the British Virgin
Islands, the Republic of Cyprus, the Philippines, Japan or the Netherlands that are beneficial or record owners of any shares of the Company, SCIH, Melco International or any of our subsidiaries listed on Exhibit 8.1 of
the 2022 Annual Report. In addition, no such governmental entities have made any disclosures on Schedule 13D, Schedule 13G or under Part XV of the Hong Kong Securities and Futures Ordinance indicating that they own any shares of our Company, SCIH,
or Melco International. Based on the above, we believe that none of our ordinary shares or ADSs or of our subsidiaries listed on Exhibit 8.1 of the 2022 Annual Report are owned beneficially or of record by any governmental entities in Macau, the
British Virgin Islands, the Republic of Cyprus, the Philippines, Japan or the Netherlands. However, a significant, but minority, portion of the shares of our Company, SCIH and Melco International are publicly held by intermediaries on behalf of
beneficial owners who are not known to us. None of these unknown beneficial owners has ever asserted any control or influence over us;

•

 based on a review of the stockholder lists of our Company and Melco International, in addition to mainland China
and Hong Kong, no governmental entities in Macau, the Cayman Islands, the British Virgin Islands, the Republic of Cyprus, the Philippines, Japan or the Netherlands have a controlling financial interest in our Company as of the date of filing of the
2022 Annual Report; and

•

 the memorandum and articles of association of our Company and our subsidiaries listed on Exhibit 8.1 of the 2022
Annual Report do not contain any portion of the charter of the Chinese Communist Party.

*    *    *

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s Comments set forth above,
please do not hesitate to contact me by phone in Hong Kong at (+852) 2598-3601 / (+853) 8868-7887 or by facsimile at (+853) 8867-7887, or you may contact our outside legal counsel, David C. Lee, Gibson, Dunn & Crutcher LLP, in the
United States at +1 (949) 451-3842.

Very truly yours,

 /s/ Geoffrey Davis

 Geoffrey Davis

 Chief Financial Officer

(Principal Financial Officer)

cc:
 Stephanie Cheung, Chief Legal Officer

Tim Y. Sung, Group General Corporate Counsel

David C. Lee, Gibson, Dunn & Crutcher LLP

 3

United States securities and exchange commission logo
August 3, 2023
Geoffrey Stuart Davis
Executive Vice President and Chief Financial Officer
Melco Resorts & Entertainment LTD
71 Robinson Road #04-03
Singapore 068895
Re:Melco Resorts & Entertainment LTD
Form 20-F for Fiscal Year Ended December 31, 2022
File No. 001-33178
Dear Geoffrey Stuart Davis:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 192
1.We note your statement that you reviewed public filings and stockholder lists of your
Company and Melco International in connection with your required submission under
paragraph (a).  Please supplementally describe any additional materials that were
reviewed and tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission.  In your response, please
provide a similarly detailed discussion of the materials reviewed and legal opinions or
third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of the board of you or your consolidated
foreign operating entities are officials of the Chinese Communist Party.  For instance,
please tell us how the board members’ current or prior memberships on, or affiliations
with, committees of the Chinese Communist Party factored into your determination.  In
addition, please tell us whether you have relied upon third party certifications such as

 FirstName LastNameGeoffrey Stuart Davis
 Comapany NameMelco Resorts & Entertainment LTD
 August 3, 2023 Page 2
 FirstName LastName
Geoffrey Stuart Davis
Melco Resorts & Entertainment LTD
August 3, 2023
Page 2
affidavits as the basis for your disclosure.
3.We note your disclosure beginning on page 79 that appears to indicate you have
consolidated foreign operating entities in Macau, the Philippines, and Cyprus.  Please note
that Item 16I(b) requires that you provide disclosures for yourself and your consolidated
foreign operating entities, including variable interest entities or similar structures.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Christopher Dunham at 202-551-3783 or Jennifer Gowetski at 202-551-
3401 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       David C. Lee

United States securities and exchange commission logo
March 20, 2023
Geoffrey Davis
Chief Financial Officer
Melco Resorts & Entertainment LTD
38th Floor, The Centrium, 60 Wyndham Street
Central, Hong Kong
Re:Melco Resorts & Entertainment LTD
Form 20-F for the Year Ended December 31, 2021
Filed on March 31, 2022
File No. 001-33178
Dear Geoffrey Davis:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David C. Lee

CORRESP
1
filename1.htm

Correspondence

 March 13, 2023

VIA EDGAR

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:
 Melco Resorts & Entertainment Ltd.

Form 20-F for the Year Ended December 31, 2021 Filed on March 31, 2022

Correspondence from the SEC on February 28, 2023

File No. 001-33178

Attn:
 Division of Corporation Finance

Office of Real Estate & Construction

Dear Messrs. Melandez and Link:

 This letter sets forth the
responses of Melco Resorts & Entertainment Ltd. (the “Company”) to the comments (the “Comments”) that the Company received from the staff (the “Staff”) of the Securities and Exchange Commission in a letter
dated February 28, 2023 in relation to the Company’s Form 20-F for Fiscal Year ended December 31, 2021 (the “2021 Annual Report”). Reference is made to a previous letter dated September 23, 2022 that the Company
received from the Staff on the same matter (the “Prior Comment Letter”), to which the Company responded on October 7, 2022 (the “Prior Response Letter”).

We have included herein the Comments in bold, and the Company’s responses are set forth immediately below the Comments.

Form 20-F for Fiscal Year Ended December 31, 2021

General

1.
 We note your response to prior Comment 1 and the proposed revision to your disclosure. Please revise to
identify each officer and/or director located in China, Hong Kong or Macau.

 Response

To address the Staff’s Comment, the Company intends to further revise (i) the section titled “Enforceability of Civil Liabilities” under
“Item 10. Additional Information – B. Memorandum and Articles of Association” in its annual report on Form 20-F for the year ended December 31, 2022 (the “2022 Annual Report”) and (ii) the risk factor
disclosure titled “You may have difficulty enforcing judgments obtained against us.” from page 77 of the 2021 Annual Report in its 2022 Annual Report. Set forth in Annex A is the relevant portion of the revised disclosure,
redlined against the Company’s proposed disclosure that was submitted to the Staff in the Prior Response Letter.

 1

 Item 3. Key Information, page 12

2. We reviewed your response to Comment 4 and the proposed revisions to your disclosure. Please specifically quantify the dividends or distributions made to
U.S. investors along with the source.

 Response

To address the Staff’s Comment, the Company intends to further revise the section titled “Cash Flows Through Our Organization” on page 13 of the
2021 Annual Report in the 2022 Annual Report. Set forth in Annex A is the relevant portion of the revised disclosure, redlined against the Company’s proposed disclosure that was submitted to the Staff in the Prior Response Letter.

*     *     *

Should any member of the Staff have any questions or additional comments regarding the Company’s responses to the Staff’s Comments set forth above,
please do not hesitate to contact me by phone in Hong Kong at (+852) 2598-3601 / (+853) 8868-7887 or by facsimile at (+853) 8867-7887, or you may contact our outside legal counsel, David C. Lee, Gibson, Dunn & Crutcher LLP,
in the United States at +1 (949) 451-3842.

Very truly yours,

 /s/ Geoffrey Davis

 Geoffrey Davis

 Chief Financial Officer

(Principal Financial Officer)

cc:
 Stephanie Cheung, Chief Legal Officer

Tim Y. Sung, Group General Corporate Counsel

David C. Lee, Gibson, Dunn & Crutcher LLP

 2

 Annex A

The changes shown below are marked against the Company’s prior proposed disclosure that was submitted to the Staff in the Prior Response Letter.

To be added under “Item 10. Additional Information – B. Memorandum and Articles of Association” in the 2022 Annual Report:

Enforceability of Civil Liabilities

Virtually all of our assets are located outside of the United States. All of our current operations, and administrative and
corporate functions are conducted in Macau, Hong Kong, Singapore, the Philippines, Cyprus and Japan. In addition, substantially all of our directors and officers are nationals and residents of countries other than the United States. A very
significant portion of the assets of these persons are located outside the United States. Due to the lack of reciprocity and treaties between the United States and some of these foreign jurisdictions, together with cost and time constraints, it may
be difficult for you to effect services of process within the United States upon these persons. In particular, several of our officers and directors are
generallywhile none of our directors or officers spend a significant amount of time physically located
in mainland China, all of our directors and officers, other than Ms. Galante, spend a significant amount of time physically located in Hong Kong and/or Macau, and it could be more difficult to enforce liabilities and
judgments on those individuals. For the same reasons, it may also be difficult for you to enforce in the Cayman Islands, Macau, Hong Kong, Singapore, Philippines, Cyprus or Japan courts judgments obtained in U.S. courts based on the civil liability
provisions of the U.S. federal securities laws against our Company and our officers and directors, most of whom are not residents in the United States and the substantial
majorityportion
 of whose assets are located outside of the United States.

 To be added on page 77 of the
2021 Annual Report in the 2022 Annual Report:

 You may have difficulty enforcing judgments obtained against us.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. All of
our current operations, and administrative and corporate functions are conducted in Macau, Hong Kong, Singapore, the Philippines, Cyprus and Japan. In addition, substantially all of our directors and officers are nationals and residents of countries
other than the United States. A substantial portion of the assets of these persons are located outside the United States. Due to the lack of reciprocity and treaties between the United States and some of these foreign jurisdictions, together with
cost and time constraints, it may be difficult for you to effect services of process within the United States upon these persons. In particular, several of our
officers and directors are generallywhile none of our directors or officers spend a significant amount
of time physically located in mainland China, all of our directors and officers, other than Ms. Galante, spend a significant amount of time physically located in Hong Kong and/or Macau, and it will be more difficult to enforce liabilities and
enforce judgments on those individuals.

 3

 To be added to page 13 of the 2021 Annual Report in the 2022 Annual Report:

Cash Flows Through Our Organization

On May 14, 2020, we announced the suspension of the Company’s quarterly dividend program to preserve liquidity in
light of the COVID-19 outbreak and to continue investing in our business. Our board will continue to review from time to time our dividend policy as part of our commitment to maximizing shareholder value, taking into consideration our financial
performance and market conditions. Prior to such date, we had declared various quarterly dividends in 2018, 2019 and
2020, as well as a special dividend in 2017. For each of the years ended December 31, 2020, 2021 and 2022, we paid dividends in the amounts of $35.4 million, $0, and
$0, respectively, to holders of our ordinary shares with an address of record known to us to be in the United States (which includes all holders of our ADRs which are traded on Nasdaq in the United States). These dividends were paid out of cash on
hand. We cannot assure you that we will make any dividend payments on our shares in the future. Except as permitted under the Companies LawAct, as amended, of the Cayman Islands, or the Companies LawAct, and the common law of the Cayman Islands, we are not permitted to
distribute dividends unless we have a profit, realized or unrealized, or a reserve set aside from profits which our directors determine is no longer needed. Our ability, or the ability of our subsidiaries, to pay dividends is further subject to
restrictive covenants contained in the 2015 Credit Facilities, Studio City Notes, 2021 Studio City Senior Secured Credit Facility and other agreements governing indebtedness we and our subsidiaries may incur. For more details, see “Item 3. Key
Information—3.D. Risk Factors—Risks Relating to Our Shares and ADSs—We cannot assure you that we will make dividend payments in the future.” and “—Item 5. Operating and Financial Review and Prospects —B. Liquidity
and Capital Resources—Indebtedness.”

 4

United States securities and exchange commission logo
February 28, 2023
Geoffrey Davis
Chief Financial Officer
Melco Resorts & Entertainment LTD
38th Floor, The Centrium, 60 Wyndham Street
Central, Hong Kong
Re:Melco Resorts & Entertainment LTD
Response Letter dated October 7, 2022 for
Form 20-F for the Year Ended December 31, 2021
Filed on March 31, 2022
File No. 001-33178
Dear Geoffrey Davis:
            We have reviewed your October 7, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
September 23, 2022 letter.
Form 20-F for the Year Ended December 31, 2021
General
1.We note your response to prior Comment 1 and the proposed revision to your
disclosure. Please revise to identify each officer and/or director located in China, Hong
Kong or Macau.
Item 3. Key Information, page 12
2.We reviewed your response to comment 4 and the proposed revisions to your disclosure.
Please specifically quantify the dividends or distributions made to U.S. investors along
with the source.

 FirstName LastNameGeoffrey Davis
 Comapany NameMelco Resorts & Entertainment LTD
 February 28, 2023 Page 2
 FirstName LastName
Geoffrey Davis
Melco Resorts & Entertainment LTD
February 28, 2023
Page 2
            You may contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Victor Rivera Melandez at 202-551-4182 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       David C. Lee

CORRESP
1
filename1.htm

CORRESP

 October 7, 2022

 VIA
EDGAR

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549

Re:

 Melco Resorts & Entertainment Ltd.

Form 20-F for the Year Ended December 31, 2021 Filed March 31, 2022

Correspondence from the SEC on September 23, 2022

 File No. 001-33178

Attn:

 Division of Corporation Finance

Office of Real Estate & Construction

 Dear Ameen Hamady, Mark Rakip, Victor Rivera Melandez and David Link:

This letter sets forth the responses of Melco Resorts & Entertainment Ltd. (“Melco” or the “Company”) to the comments (the
“Comments”) the Company received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated September 23, 2022. We have included herein the Comments in bold, and the
Company’s responses are set forth immediately below the Comments.

 Form 20-F for Fiscal Year Ended
December 31, 2021 (“2021 Annual Report”)

 General

1. We note that substantially all of your officers and directors are located outside of the United States. Please create a separate Enforceability of Civil
Liabilities section for the discussion of the enforcement risks related to civil liabilities due to your officers and directors being located in China, Hong Kong, Macau or other locations. Please identify each officer and/or director located in
China, Hong Kong or Macau and disclose that it will be more difficult to enforce liabilities and enforce judgments on those individuals. For example, revise to discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and time constraints. Please also revise the risk factor “You may have difficulty enforcing judgments obtained against us” on page 77 to expand this
risk to contain disclosures consistent with the separate section.

 Response

In response to the Staff’s Comments, the Company respectfully advises the Staff that it intends to add the following section titled “Enforceability
of Civil Liabilities” under “Item 10. Additional Information – B. Memorandum and Articles of Association” in its annual report on Form 20-F for the year ended December 31, 2022 (the
“2022 Annual Report”):

 Enforceability of Civil Liabilities

We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands exempted company,
such as:

•

 political and economic stability;

•

 an effective judicial system;

•

 a favorable tax system;

•

 the absence of exchange control or currency restrictions; and

•

 the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

•

 the Cayman Islands has a less developed body of securities laws as compared to the United States and provides
fewer protections to investors; and

•

 Cayman Islands companies may not have standing to sue before the federal courts of the United States.

 Virtually all of our assets are located outside of the United States. All of our current operations,
and administrative and corporate functions are conducted in Macau, Hong Kong, Singapore, the Philippines, Cyprus and Japan. In addition, substantially all of our directors and officers are nationals and residents of countries other than the United
States. A very significant portion of the assets of these persons are located outside the United States. Due to the lack of reciprocity and treaties between the United States and some of these foreign jurisdictions, together with cost and time
constraints, it may be difficult for you to effect service of process within the United States upon these persons. In particular, several of our officers and directors are generally located in Hong Kong and Macau, and it could be more difficult to
enforce liabilities and judgments on those individuals. For the same reasons, it may also be difficult for you to enforce in the Cayman Islands, Macau, Hong Kong, Singapore, Philippines, Cyprus or Japan courts judgments obtained in U.S. courts based
on the civil liability provisions of the U.S. federal securities laws against our Company and our officers and directors, most of whom are not residents in the United States and the substantial majority of whose assets are located outside of the
United States.

 2

 In addition, there is uncertainty as to whether the courts of the Cayman
Islands, Macau, Hong Kong, Singapore, the Philippines, Cyprus or Japan would recognize or enforce judgments of U.S. courts against our Company or such persons predicated upon the civil liability provisions of the securities laws of the United States
or any state. For instance, judgments of United States courts may not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United
States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the judgment may be regarded as creating a debt between the parties to
it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim (but
not otherwise), the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement
of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as determined by the private international law rules applied by the Hong Kong courts. The
defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, and contrary to public policy. However, a separate legal action for debt
must be commenced in Hong Kong in order to recover such debt from the judgment debtor. Similarly, the judgment of United States courts may not be directly enforced in Macau. There are currently no treaties or other arrangements providing for
reciprocal enforcement of foreign judgments between Macau and the United States. However, Macau’s civil procedure law permits an action to be brought to the Macau Second Instance Court for the recognition of a judgment obtained in a foreign
jurisdiction. That is to say, upon recognition, a foreign judgment itself would be treated by the courts of Macau as a cause of action in itself so that no retrial of the issues would be necessary. In an action for recognition of a foreign judgment
in Macau, the recognition is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive upon the merits of the claim, the judgment is not in respect of taxes, fines, penalties, or similar
fiscal or tax revenue obligations, the proceedings in which the judgment was obtained were not contrary to natural justice, the enforcement of the judgment is not contrary to public policy of Macau, and interest charged to the debtor does not breach
usury laws. Such a judgment must be for a definite sum and must also come from a “competent” court as determined by the private international law rules applied by the Macau courts. The defenses that are available to a defendant in an
action brought for the recognition of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, inobservance of due process, improper service of process to the defendant, and contrary to public policy. However, a separate
legal action for enforcement of the foreign judgment must be commenced in Macau in order to recover a debt from the judgment debtor, in case the debtor does not make voluntary payment of its debt upon recognition of the foreign judgment by the
Courts in Macau.

 Furthermore, it is uncertain whether such Cayman Islands, Macau, Hong Kong, Singapore, the Philippine,
Cyprus or Japan courts would be competent to hear original actions brought in the Cayman Islands, Macau, Hong Kong, Singapore, the Philippines, Cyprus or Japan against us or such persons predicated upon the securities laws of the United States or
any state. See “Item 3. Key Information—3.D Risk Factors—Risks Relating to Our Shares and ADSs—You may have difficulty enforcing judgments obtained against us.”

 3

 In response to the Staff’s Comments, the Company respectfully advises the Staff that it intends to
revise the below risk factor disclosure on page 77 of the 2021 Annual Report in its 2022 Annual Report as follows:

 You may have
difficulty enforcing judgments obtained against us.

 We are a Cayman Islands exempted company and substantially all
of our assets are located outside of the United States. All of our current operations, and administrative and corporate functions are conducted in Macau, Hong Kong, Singapore, the Philippines, Cyprus and Japan. In addition, substantially all of our
directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets of these persons are located outside the United States. As a result, Due to the lack of
reciprocity and treaties between the United States and some of these foreign jurisdictions, together with cost and time constraints, it may be difficult for you to effect service of process within the United States upon these persons.
In particular, several of our officers and directors are generally located in Hong Kong and Macau, and it will be more difficult to enforce liabilities and enforce judgments on those individuals.

It may also be difficult for you to enforce in the Cayman Islands, Macau, Hong Kong, Singapore, Philippines,
Cyprus or Japan courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and the substantial
majority of whose assets are located outside of the United States. For instance, judgments of United States courts may not be directly enforced in Hong Kong. There are currently no treaties or other arrangements providing for reciprocal
enforcement of foreign judgments between Hong Kong and the United States. However, the common law permits an action to be brought upon a foreign judgment. That is to say, a foreign judgment itself may form the basis of a cause of action since the
judgment may be regarded as creating a debt between the parties to it. In a common law action for enforcement of a foreign judgment in Hong Kong, the enforcement is subject to various conditions, including but not limited to, that the foreign
judgment is a final judgment conclusive upon the merits of the claim (but not otherwise), the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties, or similar charges, the proceedings in which a
judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong. Such a judgment must be for a fixed sum and must also come from a “competent” court as
determined by the private international law rules applied by the Hong Kong courts. The defenses that are available to a defendant in a common law action brought on the basis of a foreign judgment include lack of jurisdiction, breach of natural
justice, fraud, and contrary to public policy. However, a separate legal action for debt must be commenced in Hong Kong in order to recover such debt from the judgment debtor. Similarly, the judgment of United States courts may not be directly
enforced in Macau. There are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Macau and the United States. However, Macau’s civil procedure law permits an action to be brought to the
Macau Second Instance Court for the recognition of a judgment obtained in a foreign jurisdiction. That is to say, upon recognition, a foreign judgment itself would be treated by the courts of Macau as a cause of action in itself so that no retrial
of the issues would be necessary. In an action for recognition of a foreign judgment in Macau, the recognition is subject to various conditions, including but not limited to, that the foreign judgment is a final judgment conclusive
upon the merits of the claim, the judgment is not in respect of taxes, fines, penalties, or similar fiscal or tax revenue obligations, the proceedings in which the judgment was obtained were not contrary to natural justice, the enforcement of the
judgment is not contrary to public policy of Macau, and interest charged to the debtor does not breach usury laws. Such a judgment must be for a definite sum and must also come from a “competent” court as determined by the private
international law rules applied by the Macau courts. The defenses that are available to a defendant in an action brought for the recognition of a foreign judgment include lack of jurisdiction, breach of natural justice, fraud, inobservance of due
process, improper service of process to the defendant, and contrary to public policy. However, a separate legal action for enforcement of the foreign judgment must be commenced in Macau in order to recover a debt from the judgment debtor, in case
the debtor does not make voluntary payment of its debt upon recognition of the foreign judgment by the Courts in Macau.

 4

 In addition, there is uncertainty as to whether the courts of the Cayman
Islands, Macau, Hong Kong, Singapore, the Philippines, Cyprus or Japan would recognize or enforce judgments of U.S. courts against our Company or such persons predicated upon the civil liability provisions of the securities laws of the
United States or any state. In addition, it is uncertain whether such Cayman Islands, Macau, Hong Kong, Singapore, the Philippine, Cyprus or Japan courts would be competent to hear original actions brought in the Cayman Islands, Macau,
Hong Kong, Singapore, the Philippines, Cyprus or Japan against us or such persons predicated upon the securities laws of the United States or any state.

Item 3. Key Information, page 12

 2. At the outset of
Item 3, please disclose prominently in this section that you are not a Chinese operating company but a Cayman Islands holding company with operations conducted by your subsidiaries based in China (including Hong Kong and Macau).

Response

 In response to the Staff’s Comments, the
Company respectfully advises the Staff that it intends to revise the outset of Item 3 on page 13 of its 2021 Annual Report, as set forth in Annex A to this letter, in its 2022 Annual Report.

3. Please provide prominent disclosure in this section about the legal and operational risks associated with being based in China and a majority of your
operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of your securities or could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data
security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether your auditor is subject to the determinations
announced by the PCAO

United States securities and exchange commission logo
September 23, 2022
Geoffrey Davis
Chief Financial Officer
Melco Resorts & Entertainment LTD
38th Floor, The Centrium, 60 Wyndham Street
Central, Hong Kong
Re:Melco Resorts & Entertainment LTD
Form 20-F for the Year Ended December 31, 2021
Filed on March 31, 2022
File No. 001-33178
Dear Mr. Davis:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2021
General
1.We note that substantially all of your officers and directors are located outside of the
United States.  Please create a separate Enforceability of Civil Liabilities section for the
discussion of the enforcement risks related to civil liabilities due to your officers and
directors being located in China, Hong Kong, Macau or other locations. Please identify
each officer and/or director located in China, Hong Kong or Macau and disclose that it
will be more difficult to enforce liabilities and enforce judgments on those individuals.
For example, revise to discuss more specifically the limitations on investors being able to
effect service of process and enforce civil liabilities in China, lack of reciprocity and
treaties, and cost and time constraints.  Please also revise the risk factor “You may have
difficulty enforcing judgments obtained against us” on page 77 to expand this risk to
contain disclosures consistent with the separate section.

 FirstName LastNameGeoffrey Davis
 Comapany NameMelco Resorts & Entertainment LTD
 September 23, 2022 Page 2
 FirstName LastNameGeoffrey Davis
Melco Resorts & Entertainment LTD
September 23, 2022
Page 2

Item 3. Key Information, page 12
2.At the outset of Item 3, please disclose prominently in this section that you are not a
Chinese operating company but a Cayman Islands holding company with operations
conducted by your subsidiaries based in China (including Hong Kong and Macau).
3.Please provide prominent disclosure in this section about the legal and operational risks
associated with being based in China and a majority of your operations in China. Your
disclosure should make clear whether these risks could result in a material change in your
operations and/or the value of your securities or could significantly limit or completely
hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless. Your disclosure should address
how recent statements and regulatory actions by China’s government, such as those
related to data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other
foreign exchange. Please disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding
Foreign Companies Accountable Act and related regulations will affect your company.
4.Provide a description of how cash is transferred through your organization. Quantify any
cash flows and transfers of other assets by type that have occurred between the holding
company and its subsidiaries, and direction of transfer. Quantify any dividends or
distributions that a subsidiary have made to the holding company and which entity made
such transfer, and their tax consequences. Similarly quantify dividends or distributions
made to U.S. investors, the source, and their tax consequences. Your disclosure should
make clear if no transfers, dividends, or distributions have been made to date. Describe
any restrictions on foreign exchange and your ability to transfer cash between entities,
across borders, and to U.S. investors. Describe any restrictions and limitations on your
ability to distribute earnings from the company, including your subsidiaries to the parent
company and U.S. investors as well as the ability to settle amounts owed.
5.Please disclose the risks that being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant regulatory,
liquidity, and enforcement risks with cross-references to the more detailed discussion of
these risks in the annual report. For example, specifically discuss risks arising from the
legal system in China, including risks and uncertainties regarding the enforcement of laws
and that rules and regulations in China can change quickly with little advance notice; and
the risk that the Chinese government may intervene or influence your operations at any
time, or may exert more control over offerings conducted overseas and/or foreign
investment in China-based issuers, which could result in a material change in your
operations and/or the value of your securities. Acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly

 FirstName LastNameGeoffrey Davis
 Comapany NameMelco Resorts & Entertainment LTD
 September 23, 2022 Page 3
 FirstName LastNameGeoffrey Davis
Melco Resorts & Entertainment LTD
September 23, 2022
Page 3
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
6.Please disclose in this section each permission or approval that you or your subsidiaries
are required to obtain from Chinese authorities to operate your business and to offer
securities to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain such
permissions or approvals in the future.
7.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021. Additionally, expand your disclosure to discuss that
the United States Senate passed the Accelerating Holding Foreign Companies
Accountable Act, which, if enacted, would decrease the number of non-inspection years
from three years to two, thus reducing the time period before your securities may be
prohibited from trading or delisted.
Risk Factors, page 13
8.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list or traded on a
foreign exchange, please revise your disclosure to explain how this oversight impacts your
business, any offering of securities, and to what extent you believe that you are compliant
with the regulations or policies that have been issued by the CAC to date.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameGeoffrey Davis
 Comapany NameMelco Resorts & Entertainment LTD
 September 23, 2022 Page 4
 FirstName LastName
Geoffrey Davis
Melco Resorts & Entertainment LTD
September 23, 2022
Page 4
            You may contact Ameen Hamady at 202-551-3891 or Mark Rakip at 202-551-3573 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Victor Rivera Melandez at 202-551-4182 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

Mailstop 3233

November 30, 2016

Via E -Mail
Geoffrey Stuart Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central Hong Kong

Re: Melco Crown Entertainment Limited
 Form 20 -F for the fiscal year ended December 31, 2015
Filed April 12, 2016
File No. 001-33178

Dear Mr. Davis:

We have completed our review of your filings .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Kristi Marrone

Kristi Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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CORRESP

 VIA EDGAR CORRESPONDENCE

Ms. Kristi Marrone

 Staff Accountant

Office of Real Estate and Commodities

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

October 19, 2016

 Dear Ms. Marrone,

Re:
Melco Crown Entertainment Limited (the “Company” or “we”)

 Form
20-F for the Fiscal Year Ended December 31, 2015 (“Form 20-F”)

 Filed April 12, 2016

File No. 001-33178

 We are
responding to the Staff’s letter of September 16, 2016 relating to our annual report on Form 20-F for the year ended December 31, 2015 filed on April 12, 2016.

We have set forth the Staff’s comment immediately preceding the response. Unless otherwise defined herein, terms used in this letter shall have the
meanings ascribed to them in our Form 20-F.

 Item 18. Financial Statements

Note 2. Summary of Significant Accounting Policies

(n) Land Use Rights, Net, page F-17

1.
We note your response to prior comment 1b. Please provide to us your internal construction timeline supporting your conclusion that the material terms of the land concession contracts could be reasonably expected
to be completed by the required 2018 deadlines. In your response, specifically detail for us the additional construction completed for the City of Dreams and Studio City projects from October 2015 through the date of your next response and compare
this to your construction timeline as of October 2015.

 We acknowledge the Staff’s comments and our internal construction timelines supporting
our conclusion that the material terms of the land concession contracts for City of Dreams and Studio City could be reasonably expected to be completed by the deadlines under the respective land concession contracts are set out below.

City of Dreams Construction Requirements

Status as of October 2015

Under the land concession contract of City of Dreams, the remaining construction requirements are the fifth hotel tower and its related
amenities to be completed by January 2018 (or within the additional 120-day grace period permitted under the land concession contract for City of Dreams). In October 2015, the Company evaluated the remaining construction requirements for the fifth
hotel tower and its related amenities and its construction programme and formed the view the remaining construction requirements were capable of being completed within the timeline originally prescribed under the land concession contract (including
any applicable grace period) of City of Dreams.

 Following is a timeline of the City of Dreams Construction Programme for the fifth hotel
tower and its related amenities as of October 2015:

 City of Dreams Construction Programme
Timeline as of October 2015

 Construction Milestone

 Status / Expected

Completion Time

 Design

Complete

 Statutory Submissions and Approvals

Complete

 Sub-contract Award and Procurement

Complete

 Enabling Works and Foundation

Complete

 Perimeter Wall

Complete

 Corewall

March 2016

 Exoskeleton Steel

September 2016

 Other Superstructure/ Facades

December 2016

 Building MEP, ABWF, Fit Out Works1

March 2018

 Statutory Inspections

April 2018

1
MEP – Mechanical, Electrical and Plumbing; ABWF – Architectural Builders Works and Finishes

 Update as of October 2016

 City of Dreams Construction Programme
Timeline as of October 2016

 Construction Milestone

 Status / Expected

Completion Time

 Design

Complete

 Statutory Submissions and Approvals

Complete

 Sub-contract Award and Procurement

Complete

 Enabling Works and Foundation

Complete

 Perimeter Wall

Complete

 Corewall

Complete

 Exoskeleton Steel

October 2016

 Other Superstructure/ Facades

March 2017

 Building MEP, ABWF, Fit Out Works

February 2018

 Statutory Inspections

March 2018

 As reflected in the City of Dreams Construction Programme as of October 2016, since October 2015, the Company
has completed the construction of the corewall and construction of the exoskeleton steel is nearing completion. As is inherent in any large-scale construction project, certain construction milestones have been slightly modified. Construction of
other superstructure/facades has been slightly extended by three months while the remaining two construction milestones have been accelerated by one month. Accordingly, construction of the final milestones for the fifth hotel tower and its related
amenities continue to remain on track and to be completed within the timeline originally prescribed under the City of Dreams land concession contract (including any applicable grace period).

Studio City Construction Requirements

Status as of October 2015

Under the current land concession contract of Studio City, the remaining construction requirements include primarily a hotel and related
amenities, which are required to be completed by July 2018 (or within the additional 150-day grace period permitted under the land concession contract for Studio City).

In October 2015, the Company evaluated the remaining construction requirements and the related construction programme for the hotel tower and
related amenities and formed the view that the construction requirements were capable of being completed within the timeline originally prescribed under the land concession contract (including any applicable grace period). This assessment was based
on the Company’s management and engineering staff, which have extensive experience in completing large-scale construction projects within designated timelines as demonstrated by the successful completion of the Altira Macau property and the
completed portions of the City of Dreams, Studio City and City of Dreams Manila properties. The timeline for the remaining constructions for Studio City is set out below:

 Original Studio City Construction Programme
Timeline as of October 2015

 Construction Milestone

 Status / Expected

Completion Time

 Design

May 2016

 Statutory Submissions and Approvals

November 2016

 Sub-contract Award and Procurement

September 2016

 Superstructure and Facades

June 2018

 Building MEP, ABWF, Fit Out Works

June 2018

 Statutory Inspections

July 2018

 In addition, in October 2015, management also possessed options of either applying for an amendment of the
Studio City land concession contract, in the event it decided to pursue a revised project, or filing an application to extend the development period to complete construction of the project, in the event additional changes to the project were
required to be made. Both amending the terms of the land concession contract or obtaining an extension of the development period would be subject to the Macau government approval.

Based on the aforementioned factors, we formed the view in October 2015 that the remaining construction requirements of Studio City were
capable of being completed within the timeline originally prescribed under its land concession contract (including any applicable grace period) or, in case the remaining construction requirements of the project were impacted by external factors not
within our control, the Company would have the option to proceed to file an application to the Macau government to extend the development period.

Update as of October 2016

The design phase for the remaining construction for Studio City has been in progress since late 2015. However, in mid-2016, senior management
team was made aware of the Macau government’s request for the Company to adopt certain additional environmental protective measures to preserve the natural habitat of a variety of plants and wildlife on land adjacent to the Studio City
site. Consequently, after deliberations, in September 2016, the Company made a determination that the original project design would need to be modified to comply with such request and formulated a new construction programme timeline for Studio City
to accommodate such additional environmental protective measures.

 On October 14, 2016, the Company filed an application with the Macau government for an
extension of the development period under the land concession contract for Studio City until January 2023. The Company’s decision to request the extension was premised on the need to modify the original project design and construction programme
for the remaining hotel and its related amenities to address the Macau government’s request to Studio City to adopt additional environmental protective measures.

Although the granting of the extension by the Macau government is subject to the Macau government’s assessment of the merits of the
application, the Company believes the application meets the criteria for an extension to be granted since the modifications are being made to address additional environmental protective measures requested to be adopted by the Macau government.

Additionally, there are precedent cases for extending the development period under land concession contracts in Macau. The Company
previously amended the terms of the land concession contracts and extended the development period for two of our properties, Studio City in 2012 and City of Dreams in 2014. Certain of our competitors have also extended their development periods as
part of the amendments to their land concession contracts. For example, Wynn Macau extended the development period for one of its properties in 2009 and Galaxy Entertainment Group extended the development period for one of its properties in
2014.

 The updated timeline of the construction programme which formed the basis of our application for an extension of the development
period until January 2023, is set out below:

 Studio City Construction Programme Timeline
as of October 2016

 Construction Milestone

 Status / Expected

Completion Time

Design

March 2017

Statutory Submissions & Approvals

December 2017

Sub-contract Award and Procurement

May 2018

Superstructure and Facades

October 2021

Building MEP, ABWF, Fit Out Works

October 2022

Statutory Inspections

January 2023

 The October 2015 Construction Programme Timeline included a development period of approximately 34 months from
the design stage to the completion of statutory inspections. In October 2015, management reviewed this timeline and determined it was achievable based on past experiences with previous construction projects in Macau, which were successfully
completed within similar timelines.

 The October 2016 Construction Programme Timeline includes an extended design period, required to
address the additional environmental protective measures requested to be adopted and contemplates a two-phased construction approach with more limited construction hours and volume during the day to minimize the impact on natural habitat of plants
and wildlife on land adjacent to the Studio City site.

 Based on the aforementioned factors, the Company believes it is reasonably likely that the
extension of the development period will be obtained and that the remaining construction of Studio City will be completed within the extended timeline.

2.
We note your response to prior comment 1c and reissue the comment in part. Please tell us the specific factors that caused the company to form the view in October 2015, and not prior, that the outstanding
administrative procedures required to enable automatic renewal of the Altira Macau land concession contract could be reasonably completed and achieved.

We acknowledge the Staff’s comment and clarify that, in addition to factors in October 2015 that supported the Company’s
determination that the outstanding administrative procedures required to enable automatic renewal of the Altira Macau land concession contract could be reasonably completed, the overall determination was based on a culmination of factors that
occurred at various dates leading up to and including October 2015. The factors that occurred in October 2015 are outlined in the fourth paragraph of this response.

Following the completion of the construction requirements under the Altria Macau land concession contract, in 2013 the Company obtained an
amendment to the land concession to align the total gross floor area and building footprint in the Altira Macau land concession contract with the total gross floor area and building footprint of Altira Macau as completed. The Company then proceeded
to complete the requisite administrative procedures to convert the Altira Macau land concession contract from a provisional land concession to a definitive land concession. As Altira Macau was the Company’s first property to undergo these types
of administrative procedures, the Company was uncertain about the timing of such procedures.

 In March 2014, Law no. 10/2013, (New Land
Law) came into effect in Macau stipulating the automatic renewal of definitive land concessions by the Macau government. After observing the consistent application of the New Land Law for a period of 18 months and having first-hand experience in
liaising with the Macau government with respect to the administrative procedures in relation to Altira Macau, the Company considered that the completion of the administrative procedures required to enable automatic renewal of the Altira Macau land
concession contract could be reasonably achieved.

 Additionally, in October 2015, the Company received approval from the Macau government to
operate 250 mass market gaming tables at Studio City. The number of mass market table games approved for operation at Studio City followed a period of significant uncertainty over the number of gaming tables that would be authorized by the Macau
government for operation across all new properties under construction in Macau. This authorization to operate 250 mass market gaming tables provided us with the ability to commence operations at Studio City as previously planned. Additionally, this
authorization was an important indication that the operations and development projects at our other Macau-based properties (including Altira) would not be adversely impacted by limitations imposed on the number of gaming tables the Company may
operate on a Macau-wide basis.

 Based on the culmination of the aforementioned events leading up to and including October 2015, the Company
formed the view in October 2015, and not prior, that the outstanding administrative procedures required to be completed to enable automatic renewal of the Altira Macau land concession contract could be reasonably achieved.

Please do not hesitate to contact Heather Rollo at +852-2598-3603 or Inês Antunes at +853-8868-3232 or me at +852-2598-3601 if you have any further
questions.

Very truly yours,

Melco Crown Entertainment Limited

 /s/ Geoffrey Davis

 Geoffrey Davis

 Chief Financial
Officer

Mailstop 3233

September 1 6, 2016

Via E -Mail
Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central Hong Kong

Re: Melco Crown Entertainment Limited
 Form 20 -F for the fiscal year ended December 31, 2015
Filed April 12, 2016
File No. 1 -33178

Dear Mr. Davis:

We have reviewed  your August 31, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references  to prior comments are to comments in our July 15,
2016  letter .

Item 18. Financial Statements

Note 2. Summary of Significant Accounting Policies

(n) Land Use Rights, Net, page F -17
1. We note your response to prior comment 1b.  Please provide to us your in ternal
construction timeline supporting your conclusion that the material terms of the land
concession contracts could be reasonably expected to be completed by the required 2018
deadlines.  In your response, specifically detail for us the additional const ruction
completed for the City of Dreams and Studio City projects from October 2015 through

Geoffrey Davis
Melco Crown Entertainment Limited
September 1 6, 2016
Page 2

 the date of your next response and compare this to your construction timeline as of
October 2015.
2. We note your response to prior comment 1c  and reissue the comment in part .  Please tell
us the specific factors th at caused the company to form the view in October 2015, and not
prior , that the outstanding administrative procedures required to enable automatic
renewal of the  Altira Macau  land concession contract c ould be  reasonably completed and
renewal achieved.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial s tatements and related matters.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Real Estate and
Commodities

CORRESP
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CORRESP

 VIA EDGAR CORRESPONDENCE

Ms. Kristi Marrone

 Staff Accountant

Office of Real Estate and Commodities

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

August 31, 2016

 Dear Ms. Marrone,

Re:

Melco Crown Entertainment Limited (the “Company” or “we”)

Form 20-F for the Fiscal Year Ended December 31, 2015 (“Form 20-F”)

Filed April 12, 2016

File No. 001-33178

 We are responding to the Staff’s letter of July 15, 2016 relating to our annual report on Form 20-F for the fiscal
year ended December 31, 2015 filed with the Commission on April 12, 2016. For the Staff’s convenience, we have set forth the Staff’s comment immediately preceding the response. Unless otherwise defined herein, terms used in this
letter shall have the meanings ascribed to them in our Form 20-F.

1.
Item 18. Financial Statements

 Note 2. Summary of Significant
Accounting Policies

 (n) Land Use Rights, Net, page F-17

We note your response to prior comments 1 and 2. Please further elaborate on how you assumed that your land concession contracts in Macau
were reasonably expected to be renewed by addressing the following:

a.
You indicate that all remaining construction requirements and administrative registration procedures should be within your control. Tell us what, if any, remaining requirements and procedures are outside of your
control, including any applicable legislation in Macau.

 In October 2015, we reviewed the stage of the remaining
construction requirements under each land concession contract for City of Dreams and Studio City and the administrative procedures necessary to renew the land concession contracts for Altira Macau, City of Dreams and Studio City. Based on such
review, we concluded that our compliance with the remaining construction requirements for City of Dreams and Studio City and administrative procedures necessary to renew the land concession contracts for Altira Macau, City of Dreams and Studio City
should be within the control of the Company under the applicable Macau legislation then in effect.

 In making the above assessment, we
considered certain risk factors which are inherent in large-scale construction projects and described in the Company’s Form 20-F for the year ended December 31, 2015, that could impact the completion of the remaining construction
requirements for City of Dreams and Studio City and administrative procedures necessary to renew the land concession contracts for Altira Macau, City of Dreams and Studio City. These factors include, among others: (1) shortages of labor,
qualified contractors and suppliers in Macau; (2) unforeseen environmental, health and safety issues; (3) weather interference, fires, typhoons and other natural disasters; and (4) unforeseen changes in laws and regulations in Macau
or in the interpretation or enforcement thereof.

 The unforeseen changes in laws and regulations in Macau or in the interpretation or
enforcement thereof are inherent risks. However, these risks related to future changes in laws and regulations in Macau would not be relevant to our accounting conclusions.

As part of our reassessment of the estimated useful lives of our building assets of Altira Macau and City of Dreams and land use rights of
Altira Macau, City of Dreams and Studio City, we considered all of the above factors and formed a view that these factors were not likely to occur (although we could not totally eliminate such risk factors). Therefore, we do not expect any of the
above factors would significantly impair our ability to complete the remaining construction requirements for City of Dreams and Studio City and administrative procedures necessary to renew the land concession contracts for Altira Macau, City of
Dreams and Studio City.

b.
You disclose there is no guarantee you will complete the development of the fifth hotel tower at City of Dreams or the remaining undeveloped land at Studio City by the required deadlines. Provide to us internal
assessments supporting your conclusion that the material terms of the land concession contracts will be met by the required 2018 deadlines and are therefore reasonably expected to be renewed.

The risks of large-scale construction projects are inherent in the gaming industry, and particularly in Macau, where substantial construction
projects are being undertaken by us and all of our major competitors. Notwithstanding these inherent risks, the Company concluded that the renewal of the land concession contracts for Altira Macau, City of Dreams and Studio City could be reasonably
expected. Our conclusion was based on an internal assessment, which included an evaluation of the material requirements under the land concession contracts and the Company’s ability to complete the remaining construction requirements for City
of Dreams and Studio City and administrative procedures necessary to renew the land concession contracts for Altira Macau, City of Dreams and Studio City as described in the below summary of our internal assessment:

(a) Material Terms of the Land Concession Contracts

Land concession contracts generally impose, amongst other specific conditions agreed by the parties, (1) the gross floor area for
construction and purpose thereof, and (2) the period within which the development and construction should be completed.

 (1) Gross Floor Area

As of October 2015, the Company had completed 100%, 77% and 67% of the construction obligations required under the land concession contracts of
Altira Macau, City of Dreams and Studio City, respectively, based on the gross floor area as defined in the respective land concession contracts.

Additionally, as of October 2015, the Company had invested more than US$2.6 billion in the Studio City development and more than US$3.0
billion in the City of Dreams development. Given the substantial investment in the Studio City and City of Dreams projects and the then progress of ongoing development for City of Dreams1 and the
planning for further development of Studio City2, the Company reasonably expected the remaining construction requirements for City of Dreams and Studio City could be achieved.

(2) Development Period

Under the current land concession contracts, the remaining construction requirements for City of Dreams consisting a fifth hotel tower are to
be completed by January 2018. The remaining construction requirements for Studio City including a hotel and related amenities are to be completed by July 2018.

The Company’s management and engineering staff have extensive experience in completing large-scale construction projects within designated
timelines, as demonstrated by the successful completion of the Altira Macau property and the completed portions of the City of Dreams, Studio City and City of Dreams Manila properties.

In consideration of the time and effort spent to build the completed portions of these properties, the Company evaluated the remaining
construction requirements for City of Dreams, comprising the fifth hotel tower, and respective construction programme in October 2015, and formed the view that the remaining construction requirements were capable of being completed within the
timeline originally prescribed in the land concession contract (or within the additional 120 days grace period permitted under such land concession contract for completion of the project). By October 2015, the Company already commenced planning to
undertake the remaining construction work for Studio City, which comprised a hotel and related amenities. After due consideration, we formed the view that the remaining construction requirements were capable of being completed within the timeline
originally prescribed in the contract (including any applicable grace period), or, in case the remaining construction requirements of the project were impacted by external factors not within our control, the Company would have the option to proceed
to file an application to the Macau government to extend the development period.

1
City of Dreams completed construction comprised 535,850 square meters of gross floor construction area of an initial total of 692,619 square meters.

2
Studio City completed construction requirements comprised 477,110 square meters of gross floor construction area of an initial total of 707,078 square meters.

 Subject to the Macau government
approval, land concessions in Macau may be amended and/or development periods may be extended at the request of the relevant land concession holders. Approval criteria include for example, reasons attributed to acts, policies or guidelines issued by
the relevant Macau government authorities. The Company previously extended the development period for two of our properties, Studio City in 2012 and City of Dreams in 2014, respectively.

(b) Administrative Procedures

Upon grant, each land concession in Macau is provisional until full completion of development/construction obligations and relevant
administrative procedures. Such administrative procedures comprise a series of filings, permits and approvals, including but not limited to, street number application and registrations with local tax and registry authorities.

Once development/construction obligations and subsequent administrative procedures are concluded, land concessions in Macau become definitive
and are so registered with the local registry.

 In March 2014, Law no. 10/2013, (New Land Law) came into effect in Macau stipulating the
automatic renewal of definitive land concessions. After observing the consistent application of the New Land Law by the Macau government for a period of time and having first-hand experience in dealing with the Macau government in the administrative
procedures (for Altira Macau), the Company considered that the completion of the administrative procedures for City of Dreams and Studio City could be reasonably achieved.

c.
It appears that you do not have any remaining development projects related to your Altira Macau property; please advise. Additionally, tell us what consideration you gave to reassessing the land concession
contracts related to your Altira Macau property in December 2013 given the land grant for such property was amended at that time. Further, detail the specific factors that changed on October 1, 2015 for you to conclude that the amortization
period for land use rights related to Altira Macau were extended to 40 years on that date, but not in December 2013.

Remaining Development Project for Altira Macau

The Company acknowledges the Staff’s comment and confirms that the Company has completed the development/construction obligation as set
out in the land concession contract for Altira Macau.

 Altira Macau Land Concession
Amendment in 2013

 Following the completion of the Altira Macau construction, the Company applied for an amendment to the relevant land
concession contract to address minor variations between the completed construction project and the original land concession contract. The amendment was finalized in December 2013 and included, among other changes, a nominal increase to the total
gross floor area. The December 2013 amendment did not change the term of the Altira Macau land concession contract. The amendment was not a significant event and did not, at that time and by itself, materially change the Company’s assessment
about the likelihood of renewing the Altira Macau land concession contract. As such, the Company did not reassess the estimated useful life of the Altira Macau land use right in connection with the December 2013 Altira Macau land concession
amendment.

 Reassessment of Altira Macau Land Use Right Estimated Useful Life

In March 2014, the New Land Law which stipulated the automatic renewal of definitive land concessions had just become effective and Altira
Macau was in the early stages of completion of the administrative procedures. Given the uncertainty surrounding the timing for completion of the administrative procedures and Altira Macau being the Company’s first property to undergo such
procedures, the Company did not believe it was appropriate to reassess the estimated useful lives of the building assets and the land use right for Altira Macau at that time.

After observing the consistent application of the New Land Law by the Macau government for a period of time and advancing in the administrative
procedures in respect of Altira Macau, the Company formed the view in October 2015 that the outstanding administrative procedures required to enable automatic renewal of the land concession contract could be reasonably completed and concluded that
such renewal of the land concession contract for Altira Macau could be achieved.

 Acknowledgements

The Company acknowledges that:

•

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff’s comments or changes to disclosure in response to Staff’s comments do not foreclose the Commission from taking any action with respect to the filing; and

•

The Company may not assert Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please do not hesitate to contact Heather Rollo at
+852-2598-3603 or Inês Antunes at +853-8868-3232 or me at +852-2598-3601 if you have any further questions.

 Very truly yours,

Melco Crown Entertainment Limited

 /s/ Geoffrey Davis

Geoffrey Davis

Chief Financial Officer

Mailstop 3233

July 15, 2016

Via E -Mail
Geoffrey Stuart Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central Hong Kong

Re: Melco Crown Entertainment Limited
 Form 20 -F for the fiscal year ended December 31, 2015
Filed April 12, 2016
File No. 1 -33178

Dear Mr. Davis:

We have reviewed  your July 6, 2016 response to our comment  letter  and have the
following comment .  In our comment , we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our June 7, 2016
letter .

Item 18. Financial Statements

Note 2. Summary of Significant Accounting Policies

(n) Land Use Rights, Net, page F -17
1. We note your response to prior comments 1 and 2.  Please further elaborate on how you
assumed that your land concession contracts in Macau were reasonably expected to be
renewed  by addressing the following:
a. You indicate that all remaining construction requirements and administrative
registration procedures should be within your control.  Tell u s what, if any,

Geoffrey Stuart Davis
Melco Crown Entertainment Limited
July 15, 2016
Page 2

 remaining requirements and procedures are outside of your control, including any
applicable legislation in Macau.
b. You disclose there is no guarantee you will complete the development of the fifth
hotel tower at City of Dreams  or the remaini ng undeveloped land at Studio City
by the required  deadline s.  Provide to us  internal assessments supporting your
conclusion that the material terms of the land concession contracts will be met by
the required 2018 deadlines and are therefore reasonably expected to be renewed.
c. It appears that you do not have any remaining developm ent projects related to
your Altira Macau property; please advise.  Additionally, tell us what
consideration you gave to reassessing the land concession contracts related to
your Altira Macau property in December 2013 given the land grant for such
property  was amended at that time.  Further, detail the specific factors that
changed on October 1 , 2015 for you to conclude that  the amortization period for
land use rights related to Altira Macau were extended to 40 years on that date, but
not in December 2013.
You may contact Mark Rakip, Staff Accountant at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial s tatements and related matters.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Re al Estate and
Commodities

CORRESP
1
filename1.htm

Correspondence

VIA EDGAR CORRESPONDENCE

 Ms. Kristi Marrone

Staff Accountant

 Office of Real Estate and Commodities

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 July 6, 2016

Dear Ms. Marrone,

Re:
Melco Crown Entertainment Limited (the “Company” or “we”)

Form 20-F for the Fiscal Year Ended December 31, 2015 (“Form 20F”)

Filed April 12, 2016

File No. 001-33178

 We are responding to the Staff’s letter of June 7, 2016 relating to
our annual report on Form 20-F for the fiscal year ended December 31, 2015 filed with the Commission on April 12, 2016. For the Staff’s convenience, we have set forth the Staff’s comment immediately preceding the response. Unless
otherwise defined herein, terms used in this letter shall have the meanings ascribed to them in our Form 20F.

1.
Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(h) Property and Equipment, Net, page F-15

 We note that effective
October 1, 2015, you extended the useful lives for certain building assets to 40 years from 25 years to reflect the estimated period during which the buildings are expected to remain in service. Please address the following:

a.
For the extended useful lives of certain buildings at your Macau-based properties, tell us what factors changed supporting your conclusion that a 40-year useful life was more appropriate. In your response, address
whether such extension from a 25-year useful life was a change in accounting estimate or the correction of an error in your previously issued financial statements. Refer to ASC 250-10-45.

The Company notes the Staff’s comment and clarifies that the extension of the useful lives of certain building assets at our Macau-based
properties from a 25-year useful life to a 40-year useful life was a change in accounting estimate due to a reassessment of the useful lives of the building assets and the related land use rights in accordance with the Company’s accounting
policies as set forth below.

 Accounting policies

Property and equipment are depreciated on a straight-line basis over the asset’s estimated useful life. The land use rights are treated as
other long-term assets in our balance sheet and are amortized over their estimated useful lives.

 We estimate the useful lives of our long
lived assets based on factors including (1) the nature of the assets, (2) our operating plans and anticipated use, (3) their relationship to other assets, and (4) other economic and legal factors that impose limits on the use of
these assets.

 We periodically review the useful lives of our property and equipment and land use rights when there are changes in events
or circumstances that impact the estimated useful lives of these assets.

 Original accounting estimates

Certain of the Company’s subsidiaries have entered into land concession contracts for the land on which our Altira Macau, City of Dreams
and Studio City properties are located. Each land concession contract has an initial term of 25 years and is renewable for further consecutive periods of 10 years, subject to applicable legislation in Macau. Under the applicable legislation in Macau
currently in effect, the renewal of the land concession contracts is contingent upon meeting certain construction requirements as specified in the respective land concession contracts and completion of administrative procedures (including definitive
registration of the land concession); under currently applicable Macau laws, once these requirements are met, the land concession contracts are automatically renewed for consecutive 10-year periods.

The original estimated useful lives of all of our land use rights and the building assets for Altira Macau and City of Dreams properties were
limited to the initial terms of the land concession contracts of 25 years because the uncertainty of renewing these contracts imposed potential limits on the Company’s use of these assets. At the time the land concession contracts for Altira
Macau, City of Dreams and Studio City were obtained, the renewal of the land concession contracts was uncertain as the Company was in its early stages of development and had not yet finalized its construction plans or financing for certain of the
construction obligations set forth in the land concession contracts. Notwithstanding this limitation, the economic lives of the core building assets (e.g. structure, piling, facades) were determined to be in excess of 25 years at the time the Altira
Macau and City of Dreams properties were placed in service in 2007 and 2009, respectively.

 Reassessment of accounting useful lives of
the land use rights and building assets

 In October 2015, we received the authorization to operate 250 gaming tables at Studio City,
which provided us with the ability to commence our planned operations at the property. Additionally, the remaining construction obligations at City of Dreams reached certain milestones, which provided us with the expectation the construction plans
would be completed which would allow us to renew our land concession contract beyond the original 25 year term. Altira Macau also entered the final stage of the administrative procedures required under the land concession contract and currently
applicable legislation. Management believed these new facts and circumstances required a reassessment of the useful lives of the core building assets and land use rights for each of our property. The following factors were considered in our
reassessment of the estimated useful lives of these assets:

(1)
Nature of the assets

 We obtained engineering estimates from internal and external
construction advisors. The general condition of the core building assets was reviewed and determined to be in good condition. The engineering estimates for the core building assets (e.g. structure, piling, facades) supported the estimated useful
lives assigned to the building assets of 40 years from the time the properties were placed in service.

(2)
Our operating plans and anticipated use

 We reviewed the Company’s plans for its
properties and noted the 40-year lives represent the estimated periods for which the Company expects to receive benefits from the properties. We noted the stage of development in Macau was more mature and supported by the overall economic
environment.

(3)
Relationship to other assets

 We considered the use of the land and buildings was
interrelated and determined that the amortization terms of the land use rights should be aligned with the depreciation terms of the core building assets.

(4)
Other economic and legal factors that impose limits on the use

 Ability to renew the
land concession contracts

 We determined the renewal of the land concession contracts for Altira Macau, City of Dreams and Studio City
could be reasonably expected based on the stage of the remaining development required under each land concession contract and our ability to complete the registration procedures required under the land concession contracts, as discussed above.
Additionally, all remaining construction requirements and administrative registration procedures should be within control of the Company. After considering these factors, we no longer believed that the useful lives of the core building assets or
land use rights should be limited to the initial term of the land concession contracts of 25 years.

 Other economic, legal or
contractual limits

 We also determined there were no other economic, legal or contractual provisions that would limit the estimated
useful lives assigned to our building assets or land use rights.

 Conclusions - revised and new useful lives of the building assets and land use rights

 After considering the factors above, management determined that the useful lives of the core building assets of Altira Macau and City
of Dreams should be extended from 25 years to 40 years from 2007 and 2009, respectively when these assets were placed in service. Additionally, management determined that the useful lives of the Studio City building assets should be 40 years from
October 2015 when those assets were placed in service. Management believed these lives represented reasonable periods during which the buildings were expected to remain in service and generate economic benefit to the Company. The following
illustrates the changes to the estimated useful lives in the building assets:

 Core Building Assets

 Original

Depreciation

Ending Date

 Extended/New

Depreciation

Ending Date

 Altira Macau

March 2031

April 2047

 City of Dreams

August 2033

May 2049

 Studio City

N/A

October 2055

 Concurrent with the extension of the useful lives of the core building assets, we also extended the useful
lives of our land use rights. In determining the appropriate lives for the land use rights, management considered that the use of the land and buildings was interrelated and determined that the depreciation terms of the core building assets should
be aligned with the amortization terms of the land use rights. Specifically, our land was granted by the Macau government on the condition that we complete the planned developments for each of our properties as specified in the land concession
contracts. The land concession contracts do not contain provisions that allow us to use the land for alternative purposes. As such, management extended the amortization lives of the land use rights to coincide with the estimated useful lives of the
buildings as follows:

 Land Use Rights

 Original

Amortization

Ending Date

 Extended

Amortization

Ending Date

 Altira Macau

March 2031

April 2047

 City of Dreams

August 2033

May 2049

 Studio City

October 2026

October 2055

 Analysis of the change in accounting estimates

The extension of useful lives of the core building assets and land use rights described above represented a change in accounting estimates
rather than the correction of an error as referenced in ASC 250-10-45. The new depreciation and amortization lives adopted were in recognition of a change in the estimated future benefits of these assets resulting from new information available to
the Company, including information about the likelihood of the land use right renewals, external and internal engineering estimates and the Company’s plans and overall economic environment. The extension of useful lives did not represent an
error in recognition, measurement, presentation, or disclosure in financial statements resulting from mathematical mistakes, mistakes in the application of generally accepted accounting principles (GAAP), or oversight or misuse of facts that existed
at the time the financial statements were prepared as outlined in ASC 250-10-45.

b.
Given your building assets are located on land granted by the Macau government for a period of 25 years and renewable for further consecutive periods of 10 years subject to applicable legislation, tell us how you
determined the useful lives of the buildings would exceed the life of the land lease agreements entered with the Macau government. In your response, address your ability to renew the leases considering such leases are subject to applicable
legislation in Macau.

 We note the Staff’s comments and clarify that the 40-year estimated useful lives of the
building assets for Altira Macau, City of Dreams and Studio City were determined assuming the land concession contracts were reasonably expected to be renewed. The Company’s ability to renew the land concession contracts is described in the
response to Question 1a under the subheading “Other economic and legal factors that impose limits on the use”. We would like to clarify that the estimated useful lives of the buildings do not exceed the estimated useful lives of the
related land concession contracts with the Macau government when considering that the contracts are reasonably expected to be renewed beyond the initial term of 25 years.

c.
Tell us the basis for the estimated useful lives for properties in the remainder of your portfolio. Specifically address the useful lives of buildings at your recently opened Studio City property, as we note you
address the change in the estimated lease term for leases under land concession contracts includes your Studio City property.

Our properties include Mocha Clubs, Altira Macau, City of Dreams, Studio City and City of Dreams Manila. We have developed and constructed the
buildings of Altira Macau, City of Dreams and Studio City on land granted under the land concession contracts. The building of City of Dreams Manila is leased from a third party and accounted for as a capital lease. The Mocha Club sites are leased
from third parties and accounted for as operating leases.

 We use the same methodology for determining the estimated useful lives of the
building assets at Altira Macau, City of Dreams and Studio City. We estimated the useful life of the building assets of Studio City based on (1) the nature of the assets, (2) our operating plans and anticipated use, (3) their
relationship to other assets, and (4) other economic and legal factors that impose limits on the use of these assets, including: our ability to renew the Studio City land concession contract. The factors we considered are described in more
detail in the response to Question 1a related to “Reassessment of accounting useful lives of the land use rights and building assets”.

After considering all relevant factors, we determined the estimated useful lives of the core building assets at Studio City to be 40 years from
the date the assets are placed in service.

2.
Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(n) Land Use Rights, Net, page F-17

 We note that effective
October 1, 2015, similar to the extension of useful lives attributable to certain building assets, you extended the estimated term of the leases under applicable land concession contracts. Please address the following:

a.
For the extension of the estimated term of leases under land concession contracts, tell us what factors changed supporting your conclusion that a 40-year term was more appropriate. In your response, address
whether such extension from a 25-year term was a change in accounting estimate or the correction of an error in your previously issued financial statements. Refer to ASC 250-10-45.

The Company notes the Staff’s comment and clarifies that change in estimated useful lives of the land use rights under the concession
contracts was a change in accounting estimate instead of the correction of an error in our previously issued financial statements under ASC 250-10-45 based on the facts and analysis set out below.

Factors supporting the change in useful lives of land use rights

Previously, we limited the estimated useful lives of the land use rights for Altira Macau, City of Dreams and Studio City to the initial term
of the land concession contracts of 25 years as described in the response to Question 1a in the subsection “Original accounting estimates”.

In October 2015, we reassessed the useful lives of the core building assets which were in service and land use rights for all of our
Macau-based properties. In this reassessment, we considered the facts and circumstances described in our response to Question 1a in the subsection “Reassessment of accounting useful lives of the land use rights and building assets”.
Among other factors, we considered that the use of the land and buildings was interrelated and determined that the depreciation terms of the core building assets should be aligned with the amortization terms of the land use rights.

As such, the estimated useful lives of the land use rights were extended to a period that coincided with the extension of the core building
assets of the related property. The new estimated useful lives of our building assets and land use rights are described in our response to Question 1a under the subhead

Mailstop 3233

June 7, 2016

Via E -Mail
Geoffrey Stuart Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central , Hong Kong

Re: Melco Crown Entertainment Limited
 Form 20 -F for the fiscal year ended December 31, 2015
Filed April 12, 2016
File No. 001-33178

Dear Mr. Davis:

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Note 2. Summary of Significant Accounting Policies

(h) Property and Equipment, Net, page F -15
1. We note that effective October 1, 2015, you extended the useful lives for certain building
assets to 40 years from 25 years to reflect the estimated period duri ng which the buildings
are expected to remain in service.  Please address the following:
a. For the extended useful lives of certain buildings at your Macau -based properties,
tell us what factors changed supporting your conclusion that a 40 -year useful life
was more appropriate.  In your response, address whether such extension from a
25-year useful life was a change in accounting estimate or the correction of an
error in your previously issued financial statements .  Refer to ASC 250 -10-45.

Geoffrey Stuart Davis
Melco Crown Entertainment Limited
June 7, 2016
Page 2

 b. Given your building  assets are located on land granted by the Macau government
for a period of 25 years and renewable for further consecutive periods of 10 years
subject to applicable legislation, tell us how you determined the useful lives of the
buildings would exceed the life of the land lease agreements entered with the
Macau government.  In your response, address your ability to renew the leases
considering such leases are subject to applicable legislation in Macau.
c. Tell us the basis for the estimated useful lives for pr operties in the remainder of
your portfolio.  Specifically address the useful lives of buildings at your recently
opened Studio City property, as we note you address the change in the estimated
lease term for leases under land concession contracts includes  your Studio City
property.

(n) Land Use Rights, Net, page F -17
2. We note that effective October 1, 2015, similar to the extension of useful lives
attributable to certain building assets, you extended the estimated term of the leases under
applicable land concession contracts.  Please address the following:
a. For the extension of the estimated term of leases under land concession contracts,
tell us what factors changed supporting your conclusion that a 40 -year term was
more appropriate.  In your response, add ress whether such extension from a 25 -
year term was a change in accounting estimate or the correction of an error in
your previously issued financial statements .  Refer to ASC 250 -10-45.
b. Given your land concession contracts that have been granted by the Ma cau
government have an initial term of 25 years and are renewable for further
consecutive periods of 10 years subject to applicable legislation, tell us how you
determined the estimated term of the land concession contracts would exceed the
life of the lan d concession contracts entered with the Macau government.  In your
response, address your ability to renew the leases considering such leases are
subject to applicable legislation in Macau.

We urge all persons who are responsible for the accuracy and adeq uacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the ade quacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Geoffrey Stuart Davis
Melco Crown Entertainment Limited
June 7, 2016
Page 3

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Mark Rakip, Staff Accountant at 202.551.3573 or me at 202.551.3429
if you have questions regarding comments on the financial s tatements and related matters.

Sincerely,

 /s/ Kristi Marrone

Kristi  Marrone
Staff Accountant
Office of Real Estate and
Commodities

July 8, 2015

Via E -Mail
Geoffrey Davis
Chief Financial  Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

                 Re: Melco Crown Entertainment Limited
                        Form 20-F for the Fiscal Ye ar Ended December  31, 20 14
Filed April  15, 201 5
File No. 001 -33178

Dear Mr. Davis :

We have completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission
from taking any action with respect to the company or the filing and the company may
not assert staff comments as a defense in any proceeding initiated by the Commission or
any person under the federal securities laws of the United States.  We urge all persons
who are responsible for the accura cy and adequacy of the disclosure in the filing to be
certain that the filing includes the information the Securities Exchange Act of 1934 and
all applicable rules require.

                                                                                    Sincerely,

        /s/ Jennifer Monick

                                                                                                Jennifer Monick
                                                                                     Senior Staff Accountant

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR CORRESPONDENCE

Ms. Jennifer Monick

 Senior Staff Accountant

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

June 17, 2015

 Dear Ms. Monick,

Re:
Melco Crown Entertainment Limited (the “Company” or “we”)

 Form
20-F for the Fiscal Year Ended December 31, 2014 (“Form 20F”)

 Filed April 15, 2015

File No. 001-33178

 We are
responding to the Staff’s letter of June 3, 2015 relating to our annual report on Form 20-F for the fiscal year ended December 31, 2014 filed with the Commission on April 15, 2015. For the Staff’s convenience, we have set
forth the Staff’s comment immediately preceding the response. Unless otherwise defined herein, terms used in this letter shall have the meanings ascribed to them in our Form 20F filed on April 15, 2015.

1.
Notes to Consolidated Financial Statements

 23. Commitments
and Contingencies

 (e) Litigation, page F-69

Please clarify for us and in future period filings if you expect the indictment from the Taipei District Prosecutors Office to have a
material impact on your financial statements as a whole, as opposed to just your business operation or financial position. Additionally, in your revised disclosure, please either (1) do not qualify your disclosure with the phrase
“immediate” or (2) expand your disclosure to discuss the expected impact beyond the “immediate”. Within your response, please provide an example of your proposed disclosure.

 1

 Clarification

The Company notes the Staff’s comment and clarifies that management believed, as of the date of the report, and currently believes that the indictment in
Taiwan, as described in Note 23 to our consolidated financial statements included in our Form 20-F for the Fiscal Year ended December 31, 2014, would have no material impact on the Company’s financial statements as a whole, which covers
the Group’s financial position, results of operations and cash flow.

 As the court trial for this case has not yet commenced or been concluded,
management currently believes it is unable to determine the probability of the outcome of the indictment in Taiwan or the reasonably possible range of loss, if any. However, based on the information to-date, the Company believes that the case would
have no material impact on its financial statements as a whole. The Company is monitoring the Taiwan case closely. As the indictment and proceedings in Taiwan (including the court trial) develop further, the Company will, based on the then
available information, re-assess the impact on its financial statements as a whole.

 The Company confirms that, in its future period filings, it will,
based on the then status and development of the case, discuss any material impact of the indictment in Taiwan (as described above) on the Company’s financial statements as a whole, as opposed to just the business operations or financial
position of the Company.

 Example of Future Disclosure

Please see below an example of our proposed disclosure for future period filings which may be made prior to the conclusion of the court trial for this case:

 “On August 12, 2014, a subsidiary’s Taiwan branch office and certain of its employees received an indictment from the Taipei District
Prosecutors Office in connection with certain alleged violations of Taiwan banking and foreign exchange laws. Since January 2013, during the investigation phase of this case, one of our deposit accounts of the Taiwan branch office has been frozen by
the Taiwan authorities. Such frozen account had a balance of approximately New Taiwan dollar 2.98 billion (equivalent to $102.2million) at the time it was frozen. As the court trial for this case has not been concluded, management is currently
unable to determine the probability of the outcome of the indictment in Taiwan or the reasonably possible range of loss. However, based on the information to-date, the Company believes that the case would have no material impact on the Group’s
financial statements as a whole. The Company intends to defend the allegations in the Taiwan case vigorously.”

 Acknowledgements

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 2

 Please do not hesitate to contact Desmond Wong at +852-2598-3660 or Edmond Choi at +852-2598-3616 or me at
+852-2598-3601 if you have any further questions.

 Very truly yours,

Melco Crown Entertainment Limited

 /s/ Geoffrey Davis

Geoffrey Davis

Chief Financial Officer

 3

June 3, 2015

Via E -Mail
Geoffrey Davis
Chief Financial  Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

                 Re: Melco Crown Entertainment Limited
                        Form 20-F for the Fiscal Ye ar Ended December  31, 20 14
Filed April  15, 201 5
File No. 001 -33178

Dear Mr. Davis :

We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do
not believe our comment appl ies to your facts and circumstances, please tell us why in
your response.

After reviewing your response to this comment, we may have  additional
comments.

Notes to Consolidated Financial Statements

23. Commitments and Contingencies

(e) Litigation, page F -69

1. Please clarify for us and in future period filings if you expect the indictment from the
Taipei District Prosecutors Office to have a material impact on your financial
statements as a whole, as opposed to just your business operations or financial
position .  Additionally, in your revised disclosure, please either (1) do not qualify
your disclosure with the phrase “immediate” or (2) expand your disclosure to discuss
the expected impact beyond the “immediate.” Within your response, please provide
an example o f your proposed disclosure.

Geoffrey Davis
Melco Crown Entertainment Limited
June 3, 2015
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our commen t, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose th e Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

If you have any questions, you may contact Jorge L. Bonilla at (202) 551 -3414 or
me at (202) 551 -3295.

                                                                                    Sincerely,

        /s/ Jennifer Monick

                                                                                                Jennifer Monick
                                                                                     Senior Staff Accountant

August 27, 2014

Via Email
Mr. Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

Re: Melco  Crown Entertainment Limited
 Form 20-F
Filed April 15, 2014
File No. 001-33178

Dear Mr. Davis :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordo n
Branch Chief

CORRESP
1
filename1.htm

SEC Letter

 VIA EDGAR CORRESPONDENCE

Mr. Daniel L. Gordon

 Branch Chief

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, DC 20549

August 26, 2014

 Dear Mr. Gordon,

Re:
Melco Crown Entertainment Limited (the “Company” or “we”)

Form 20-F for the Fiscal Year Ended December 31, 2013 (“Form 20F”)

Filed April 15, 2014

File No. 001-33178

 We are responding to the Staff’s letter of August 7, 2014 relating
to our annual report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Commission on April 15, 2014. For the Staff’s convenience, we have set forth the Staff’s comment immediately preceding the response.
Unless otherwise defined herein, terms used in this letter shall have the meanings ascribed to them in our Form 20F filed on April 15, 2014.

1.
We note your response to comment 1 from your letter dated August 4, 2014. Please tell us how you intend to account for the construction and subsequent operation of City of Dreams Manila. For instance, tell us
and disclose in future filings if the project meets the definition of a joint venture, and if so, if it will be accounted for under the equity method or consolidated. Cite relevant accounting literature in your response.

We note the Staff’s comment. We have consolidated the entire results of operations and financial position of our indirect majority-owned
subsidiary, MCE Leisure (Philippines) Corporation (“MCE Leisure Philippines”) in accordance with ASC 810-10-25-1 on the basis we clarified in our response to comment 1 from our letter dated
August 4, 2014 and intend to continue to consolidate the entire subsequent operations and financial position of MCE Leisure Philippines upon the opening of City of Dreams Manila. The involvement of the Philippine Parties for our City of Dreams
Manila project relates to providing us with (i) the land and building shell at the Entertainment City, Manila site, which has been leased to us for our City of Dreams Manila integrated resort operation and (ii) the use of their rights to
the Provisional License for casino operations at this location, which they held as co-licensees of the Provisional License together with us, meaning we hold the exclusive rights in accordance with Cooperation and Operating Agreements as described
within Note 21 to the consolidated financial statements on page F-62. City of Dreams Manila is therefore to be controlled, managed and entirely operated by MCE Leisure Philippines. We have assessed that it does not meet the definition of a joint
venture or other similar joint venture arrangement within USGAAP based on the facts and analysis set out below.

 1

 The construction of City of Dreams Manila, which comprises the fit-out and furniture, gaming equipment, additional
improvements, inventory and supplies as well as intangible property and entertainment facilities inside or outside of the building structures, is accounted for in accordance with our accounting policy set out in Note 2(h) to the consolidated
financial statements on page F-14, which we entirely own and have the rights and obligations for, forms part of our Group’s assets in Note 5 to the consolidated financial statements. The leases of land and building shell from the Philippine
Parties are accounted as operating and capital leases in accordance with ASC 840 Leases as disclosed in Note 22(b) and Note 13 to the consolidated financial statements on pages F-63 and F-43, respectively.

Upon its opening, the operations of City of Dreams Manila integrated resort, will comprise VIP and mass market gaming operations, hotel accommodation, food
and beverage outlets, entertainment and other facilities, is to be accounted similar to our existing accounting policies for our integrated resorts in Macau as set out in Note 2 to the consolidated financial statements. The monthly payment based on
specified percentages of the mass market and VIP gaming EBITDA or revenues derived from City of Dreams Manila, to compensate the Philippine Parties for giving exclusive rights under the Provisional License to MCE Leisure Philippines in respect of
the casino operations management and control (“Monthly Payments”), will be recorded as a casino expense.

 Our assessment that City of Dreams
Manila does not meet the definition of a joint venture in ASC 845-10-20 which states a joint venture is “an entity owned and operated by a small group of businesses (the joint venturers) as a separate and specific business or project for the
mutual benefit of the members of the group… A joint venture also usually provides an arrangement under which each joint venturer may participate, directly or indirectly, in the overall management of the joint venture...” is based on
the following reasons: (i) the Philippine Parties do not own and operate the assets of City of Dreams Manila. Instead their ownership relates to the land and building shell of which they are the lessor of; (ii) the Philippine Parties are
compensated separately and at arm’s length, for providing us with the exclusive rights under the Provisional License to manage the casino operations at City of Dreams Manila; (iii) the Philippine Parties are not involved in the management
of the subsequent operations of City of Dreams Manila. Whilst there are some clauses within the Cooperation and Operating Agreements which require their involvement, for example, where significant transactions are entered into outside of the
ordinary course of business or where gaming operation performance is below certain indicators, these are protective clauses over the income to be earned by them for providing the exclusive rights to manage and control the gaming operations under the
Provisional License to us; (iv) we are responsible to ensure the terms of the Provisional License for the gaming operations are complied with. For example: we own, and have sole access to and manage the transactions through the escrow account
which was set up for payment of City of Dreams Manila project costs, we will remit the monthly license fee to PAGCOR for the Provisional License, we will responsible for hiring of gaming personnel and procurement of gaming supplies for the gaming
operations to meet the requirements under the Provisional License terms; and (v) we are solely responsible for the funding of the City of Dreams Manila project budget as disclosed on page 106 of the Form 20F.

 2

 In addition, we assessed that the development and subsequent operations of City of Dreams Manila do not meet the definition
of “collaborative arrangement” which is defined in ASC 808-10-20 as “A contractual arrangement that involves a joint operating activity … These arrangements involve two (or more) parties that meet both of the following
requirements (a) They are active participants in the activity (b) They are exposed to significant risks and rewards dependent on the commercial success of the activity.” based on the following reasons: (i) MCE Leisure
Philippines is solely responsible for the overall control and management of the operation of City of Dreams Manila; (ii) the contribution of land and building shell from the Philippine Parties is, in our view, recoverable by way of receipt of
rental payments from MCE Leisure Philippines which are calculated by reference to the prevailing market rents; (iii) the rewards of the Philippine Parties is limited to the Monthly Payments; (iv) the Philippine Parties would not share any
loss from the operation results of City of Dreams Manila including gaming operations and (v) MCE Leisure Philippines would be entitled to retain the residual profit/loss from both the gaming and non-gaming operations (net of the Monthly
Payments and lease payments to the Philippine Parties) of City of Dreams Manila upon commencement of the operations.

 We acknowledge the complexity of the
Philippines arrangements and appreciate the comments you have made. As such we will update the presentation and format of our disclosures within item 4B. Business Overview in future filings with the objective of highlighting that the terms and
conditions of those arrangements do not result in a joint venture or any other comparable arrangement.

 Acknowledgements

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact Desmond Wong at +852-2598-3660 or Edmond Choi at +852-2598-3616 or me at +852-2598-3601 if you have any further questions.

Very truly yours,

Melco Crown Entertainment Limited

 /s/ Geoffrey Davis

Geoffrey Davis

Chief Financial Officer

 3

August 7, 2014

Via Email
Mr. Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

Re: Melco  Crown Entertainment Limited
 Form 20-F
Filed April 15, 2014
File No. 001-33178

Dear Mr. Davis :

We have reviewed your correspondence dated August 4, 2014 and have the following
comment .  In our comment , we may ask you to provide us with information so we  may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comm ent appl ies 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 filing and the information you provide in
response to this comment , we may have  additio nal comments.

City of Dreams Manila, page 58

1. We note your response to comment 1 from your letter dated August 4, 2014.  Please tell
us how you intend to account for the construction and subsequent operation of City of
Dreams Manila.  For ins tance, tell us and disclose in future filings if the project meets the
definition of a joint venture, and if so, if it will be accounted for under the equity method
or consolidated.  Cite relevant accounting literature in your response.

We urge all person s who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its managem ent are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Geoffrey Davis
Melco Crown Entertainment Limited
August 7, 2014
Page 2

 You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3486  if you have
questions r egarding comments on the financial statements and related matters.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 VIA EDGAR CORRESPONDENCE

Branch Chief

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

 Attn: Mr. Daniel L. Gordon

August 4, 2014

 Dear Mr. Gordon,

Re:
Melco Crown Entertainment Limited (the “Company” or “we”)

Form 20-F for the Fiscal Year Ended December 31, 2013 (“Form 20F”)

Filed April 15, 2014

File No. 001-33178

 We are responding to the Staff’s letter of June 19, 2014 relating to
our annual report on Form 20-F for the fiscal year ended December 31, 2013 filed with the Commission on April 15, 2014. For the Staff’s convenience, we have set forth the Staff’s comments immediately preceding each response.
Unless otherwise defined herein, terms used in this letter shall have the meanings ascribed to them in our Form 20F filed on April 15, 2014.

1.
You have disclosed that your subsidiary has been granted the exclusive right to manage, operate and control City of Dreams Manila. Please elaborate upon the notion of control and provide your analysis under ASC
810-10, including the specific rights held by you and the Philippine Parties. Tell us how you have determined that you should consolidate this entity. We note from your disclosure on page 59 that both you and the Philippine Parties are each
responsible for contributing at least US$500 million to the project. Please address how these capital contributions from the Philippine Parties affect your analysis.

We note the Staff’s comment. We would like to clarify that we applied the voting interest model under ASC 810-10 as the basis for
consolidating MCE Leisure (Philippines) Corporation (“MCE Leisure Philippines”) based on the facts and analysis set out below.

 1

 MCE Leisure Philippines is a wholly owned subsidiary of Melco Crown (Philippines) Resorts
Corporation (“MCP”), which is our indirect majority-owned subsidiary whose common shares are listed on the Philippines Stock Exchange. As of December 31, 2013, we indirectly held approximately 76.38% equity interest in MCP and in turn
we held approximately 76.38% equity interest in MCE Leisure Philippines through MCP. The remaining voting interests of MCP were held by the public. To our best knowledge and belief, the Philippine Parties or their related parties did not hold equity
interest in MCP of 5% or more.

 We would like to further clarify the arrangement between us and the Philippine Parties on the rights and
obligations, as well as the capital contributions, relating to City of Dreams Manila. Three wholly owned subsidiaries of MCP, namely, MCE Holdings (Philippines) Corporation, MCE Holdings No. 2 (Philippines) Corporation and MCE Leisure
Philippines, (collectively referred to as the “MCE Holdings Group”), have been cooperating with the Philippine Parties to develop and operate City of Dreams Manila. Under certain agreements made with the Philippine Parties as described on
page 58 of the Form 20F, MCE Leisure Philippines has been designated as the operator of City of Dreams Manila and the sole and exclusive representative of the licensees (who are the MCE Holdings Group and the Philippine Parties) in connection with
the Provisional License, with the exclusive right to manage, operate and control City of Dreams Manila.

 Under the Provisional License,
PAGCOR requires the MCE Holdings Group and the Philippine Parties as the licensees to make a total investment commitment in City of Dreams Manila of US$1 billion (the “Investment Commitment”). Under the Philippine Cooperation Agreement,
MCE Leisure Philippines and the Philippine Parties are each responsible for committing at least US$500 million. The Investment Commitment consists mainly of (a) the estimated fair value of the land contributed by the Philippine Parties approved
by PAGCOR, and (b) construction costs for the main building at City of Dreams Manila and connecting structure. Specifically, the Philippine Parties are primarily responsible for any construction and related costs for the building structures and
utilities, while MCE Leisure Philippines is responsible for the fit-out and furniture, fixtures, gaming equipment, additional improvements, inventory and supplies as well as intangible property and entertainment facilities inside or outside of the
building structures of City of Dreams Manila. In accordance with the Lease Agreement, the Philippine Parties have leased the land and building structures of City of Dreams Manila described above to MCE Leisure Philippines and are receiving rental
payments which were determined on an arm’s length basis by reference to prevailing market rents, from MCE Leisure Philippines. Neither such provision of land and building structures nor any future required investment commitment in City of
Dreams Manila to be contributed by the Philippine Parties will result in the Philippines Parties receiving an equity investment in MCE Leisure Philippines. Pursuant to the operating agreement for the management and operation of City of Dreams
Manila, entered into amongst MCE Leisure Philippines and the Philippine Parties, in consideration of MCE Leisure Philippines’s appointment as the sole and exclusive representative of the licensees, the Philippine Parties are entitled to receive
a monthly payment upon commencement of the operations of City of Dreams Manila based on the performance of gaming operations of City of Dreams Manila. MCE Leisure Philippines, on the other hand, is responsible for providing the necessary operation
capital to fund the operation of City of Dreams Manila and is liable for all the costs and expenses of operating, managing and maintaining City of Dreams Manila, including the rental payments to be made to the Philippine Parties for the lease of
land and building described above. Additionally, MCE Leisure Philippines has the right to retain the residual profit/loss from both the gaming and non-gaming operations (net of the above-mentioned monthly payment to the Philippine Parties) of City
of Dreams Manila upon commencement of the operations.

 2

 In order to account for the above transaction, we have evaluated and determined that MCE
Leisure Philippines and MCP by design are not structured as a variable interest entity (“VIE”) as defined in ASC 810-10-15-14 on the ground that (i) the total equity investment at risk is sufficient to finance the activities of MCE
Leisure Philippines without additional subordinated financial support provided by any parties, including the Philippine Parties as of December 31, 2013. Specifically, MCP and MCE Leisure Philippines raised fund through equity in 2013;
(ii) the Philippine Parties do not have any voting rights, do not have obligation to absorb any expected losses of MCE Leisure Philippines and do not have right to receive expected residual returns of MCE Leisure Philippines given that the
Philippine Parties’ return is limited to the receipt of the rental payments for the land and building structure as well as to a monthly payment upon commencement of the operations of City of Dreams Manila based on the performance of gaming
operations of City of Dreams Manila; and (iii) the Company through its voting rights (i.e. majority vote) has a power to direct the activities of MCE Leisure Philippines that most significantly affect its economic performance and exposes to the
expected losses or has the right to receive the expected residual returns of MCE Leisure Philippines in proportion to its voting interest. In addition, the interests in any specified assets of the VIE and silo provisions under ASC 810-10 do not
apply as MCE Leisure Philippines and MCP have not been determined to be a VIE. Based on above, the Company has concluded that MCE Leisure Philippines is a voting interest entity which has been further assessed for consolidation below.

ASC 810-10-15-8 further states that the usual condition for a controlling financial interest is the direct or indirect ownership of a majority
voting interest (which means more than 50 percent of the outstanding voting shares), which is a factor pointing toward consolidation, unless the control does not rest with the majority owner as a result of other arrangements. In addition, the
directors of MCP and MCE Leisure Philippines were nominated for appointment by MCP’s nominated directors and independent directors (“NCGC”) which comprises of the Company’s nominated directors and independent directors. The
appointment of directors of MCP and MCE Leisure Philippines were ultimately subject to approval by its respective shareholders in proportion to their shareholdings. Pursuant to the terms of contractual arrangement described above, the Philippine
Parties do not have any voting rights, no equity investments or any other rights conferring them with any power to participate in significant decisions in the ordinary course of business of MCE Leisure Philippines, including but not limited to, any
rights to approve the budget, dividend distribution, veto rights or any rights to remove or nominate directors. In addition, to our best knowledge and belief, the Philippine Parties did not have equity interest in MCP equal to or more than 5% as of
December 31, 2013. Based on above, we have concluded that we have a controlling financial interest in MCE Leisure Philippines through MCP by virtue of our holding of the majority voting interest in both MCP and MCE Leisure Philippines and our
nomination of the directors of MCP and MCE Leisure Philippines for appointment by the NCGC, which comprises of MCP’s and the Company’s nominated directors and independent directors as stipulated in ASC810-10-15-8. Therefore, we have
consolidated MCE Leisure Philippines under ASC 810-10-25-1.

 3

2.
We note your disclosure under “Rooms” on page 87. In future Exchange Act periodic reports, please clarify whether ADR, occupancy rate and REVPAR include or exclude the impact of promotional allowances
and discuss such impact.

 In our future Exchange Act periodic reports, we will revise the narrative under this
subheading to clarify that Room revenues include the impact of promotional allowances and we will also clarify that ADR, occupancy rate and REVPAR include the impact of promotional allowances by revising the definition of ADR, occupancy rate and
REVPAR under the Glossary section and the subheading “Key Performance Indicators (KPIs)”. In addition, we will expand the narratives under the sub-heading of “Key Performance Indicators (KPIs)” in future periodic reports to
discuss the impact of promotional allowances on the hotel operations as follows:

 “Complimentary rooms are included in the calculation
of the above room-related KPIs. The average daily rate of complimentary rooms is typically lower than the average daily rate for cash rooms. The occupancy rate and REVPAR would be lower if complementary rooms were excluded from the calculation. As
not all available rooms are occupied, average daily rates are normally higher than revenue per available room”.

3.
We note that you capitalize payroll and payroll-benefit related costs during the development and construction stage of your casino gaming and entertainment resort facilities. Please tell us the methodology used to
allocate salaries and related personnel costs to each specific asset and the amount of payroll that was capitalized or deferred in the past three years.

We would like to clarify that the allocation of the salaries and related personnel costs to each specific asset, which include Studio City,
City of Dreams and City of Dreams Manila (as applicable for relevant year), is based on the time the employee spent directly on the development and construction of the relevant casino gaming and entertainment resort facilities and in proportion to
the total hours employed (including compensated absences). The payroll and payroll benefit-related cost associated with support functions, such as executive management, corporate accounting, acquisitions, purchasing, corporate legal, office
management and administration marketing, human resources, and information systems, are not direct and incremental to the development and construction activity and therefore, have not been capitalized.

The total amounts of payroll and payroll-benefit related costs that were capitalized in construction in progress in relation to the development
and construction of Studio City, City of Dreams and City of Dreams Manila (as applicable for relevant year) were US$20.0 million, US$9.6 million and US$1.7 million during the years ended December 31, 2013, 2012 and 2011, respectively. No
amounts have been deferred in the past three years.

 4

4.
Please quantify the amount of cash that was frozen by the Taiwanese authorities and how this amount was classified on the statement of cash flows. In addition, please explain your rights to this cash and whether
you anticipate being able to gain access to the cash in the future.

 The amount of cash that was frozen by the
Taiwanese authorities on January 9, 2013 was approximately New Taiwan dollar 2.98 billion (equivalent to approximately US$102.2 million) as disclosed on pages 106 and 148 of the Form 20F. As of December 31, 2013, the amount was
approximately New Taiwan dollar 3.00 billion (equivalent to approximately US$102.9 million). The slight difference in the cash amounts was due to certain banking transactions that had only been completed after the account was frozen and interest
income accrued to the bank balance. The frozen amount was classified as changes in restricted cash under cash flow from investing activities on the statement of cash flows on page F-10.

The bank account was frozen by the Taiwan authorities in early 2013 pending their investigations into certain alleged violations of Taiwan
Banking Act and/or Foreign Exchange Regulation Act by certain employees of our subsidiary’s branch office in Taiwan. Based on our assessment of information and legal advice received at the time our 2013 financial statements and Form 20F were
prepared and filed, we concluded that there was no obvious strong support for a valid case against us. Based on the legal advice we received as to the typical investigation process undertaken by a prosecutor in Taiwan, we believed the investigation
would end with the release of the frozen fund within 2014. Based on the above, we held the view that the fund was our property and asset as of December 31, 2013.

As of today’s date, none of the suspects has been charged. Although our subsidiary’s branch office in Taiwan (“Branch”) was
named as a suspect under this investigation on July 14, 2014, we are not aware of any new information or development that affects the merits of this case. Based on current information and relevant legal analysis, we have been advised by our
Taiwanese counsel that the operations of the Branch in Taiwan are lawful and not in violation of any local banking or foreign exchange legislations. Hence, our view remains that there is no obvious substantive support for a valid case by the Taiwan
authorities. Unless the Taiwan authorities decide to pursue this case, there remains a possibility that the investigation could be closed by the end of 2014 based on the information available to us, in which case, we could reasonably expect our
funds to be released later this year. If, however, the Taiwan authorities commence proceedings against any of the suspects, we would dedicate resources needed to diligently pursue our defense and a release of the frozen funds.

We are monitoring this case closely and will re-assess the right and accessibility to the fund if there is any development in the case. We will
account for the fund and provide relevant disclosure in future filings as and when appropriate.

 5

5.
We note that you have approximately $51 million of net receivables from casino customers that are not expected to be settled within the next year. Please explain to us in detail why you believe that these
receivables are collect

June 19, 2014

Via Email
Mr. Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment Limited
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

Re: Melco Crown Entertainment Limited
 Form 20-F
Filed April 15, 2014
File No. 001-33178

Dear Mr. Davis :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Business Overview, page 54

City of Dreams Manila, page 58

1. You have disclosed that your subsidiary has been granted the exclusive right to manage,
operate and control City of Dreams Manila.  Please elaborate upon the notion of control and
provide yo ur analysis under ASC 810 -10, including the specific rights held by you and the
Philippine Parties.  Tell us how you have determined that you should consolidate this entity.
We note from your disclosure on page 59 that both you and the Philippine Parties are each
responsible for contributing at least US$500 million to the project.  Please address how these
capital contributions from the Philippine Parties affect your analysis.

Geoffrey Davis
Melco Crown Entertainment Limited
June 19, 2014
Page 2

Revenues, page 86

2. We note your disclosure under “Rooms” on page 87.   In futu re Exchange Act periodic
reports, please clarify whether ADR, occupancy rate and REVPAR include or exclude the
impact of promotional allowances and discuss such impact.

Property and Equipment and Other Long -Lived Assets, page 96

3. We note that you capita lize payroll and payroll -benefit related costs during the
development and construction stage of your casino gaming and entertainment resort
facilities.  Please tell us the methodology used to allocate salaries and related personnel
costs to each specific a sset and the amount of payroll that was capitalized or deferred in
the past three years.

Note 2. Summary of Significant Accounting Policies, page F -12

(e) Restricted Cash, page F -13

4. Please quantify the amount of cash that was frozen by the Taiwanese authorities and how this
amount was classified on the statement of cash flows.  In addition, please explain your rights
to this cash and whether you anticipate being able to gain access to the cash in the future.

Note 8. Long -Term Prepayments, Deposits an d Other Assets, page F -25

5. We note that you have approximately $51 million of net receivables from casino
customers that are not expected to be settled within the next year.  Please explain to us in
detail why you believe that these receivables are collect ible, given the nature of the debt
and the fact that they are already over 90 days old.

Note 19. Employee Benefit Plans, page F -59

6. Please disclose the amount of cost recognized for each of your defined contribution plans
for all periods presented in acco rdance with ASC 715 -70-50-1.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act r ules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

Geoffrey Davis
Melco Crown Entertainment Limited
June 19, 2014
Page 3

  the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kristi Marrone  at (202) 551 -3429  or me at (202) 551 -3486  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Kristina Aberg  at (202) 551 -3404  or Angela McHale a t (202) 551 -3402  with any other questions.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

July 12, 2013

Via E -mail
Mr. Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment, LTD
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

 RE: Melco  Crown Entertainment, LTD
Form 20 -F for the Fiscal Year Ended December 31, 2012
  Filed April 18, 2013
  File No. 1 -33178

Dear Mr. Davis:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securi ties laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules requi re.

Sincerely,

 /s/ Jonathan Wiggins

        Jonathan Wiggins
Staff Accountant

CORRESP
1
filename1.htm

Correspondence

 July 9, 2013

 VIA EDGAR CORRESPONDENCE

 Mr. Jonathan Wiggins

Staff Accountant

 Division of Corporation
Finance

 Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

Re:
Melco Crown Entertainment Limited

 Form 20-F for the Fiscal Year Ended December 31, 2012

 Filed
April 18, 2013

 File No. 1-33178

 Dear Mr. Wiggins:

 We refer to the Staff’s letter of June 27, 2013
relating to the annual report on Form 20-F of Melco Crown Entertainment Limited (the “Company”) for the fiscal year ended December 31, 2012 filed with the Commission on April 18, 2013.

In the letter, the Staff made the following comment:

 We note the three bullet-pointed acknowledgements (i.e. Tandy language) provided at the end of your response letter dated June 25, 2013. However, these acknowledgments must be provided in
writing from your management, not from your outside counsel on management’s behalf. Please provide the required written acknowledgements by a member of management.

The Company notes the Staff’s comment and hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 Please do not hesitate to contact Desmond Wong at +852-2598-3660 or Edmond Choi at
+852-2598-3616 or me at +852-2598-3601 if you have any further questions.

Very truly yours,

 /s/ Geoffrey Davis

Mr. Geoffrey Davis

 Chief Financial Officer

 Melco
Crown Entertainment Limited

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

       DIVISION OF
CORPORATION FINANCE

June 27, 2013

Via E-mail
Mr. Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment , LTD
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

 RE: Melco Crown Entertainment , LTD
Form 20 -F for the Fiscal Year Ended December 31, 201 2
  Filed April 1 8, 2013
  File No. 1 -33178

Dear Mr. Davis:

We have reviewed your response letter dated June 25, 2013 , and have the following
additional comment .  Please respond to this letter via EDGAR within ten business days by
providing the  requested information or by advising us when you will provide the requested
response.

After reviewing the information you provide  in response to this comment, we may have
additional comments.

General

1. We note the three bullet -pointed acknowledgements (i.e. Tandy language) provided at the
end of your response letter dated June 25, 2013.  However, these acknowledgments must
be provided in writing from your management, not from your outside counsel on
management’s behalf.  Please provide the required written acknowledgements by a
member of management.

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are
in possession of all facts relating to a company’s di sclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Geoffrey Davis
Melco Crown Entertainment LTD
June 27, 2013
Page 2

 You may contact William Demarest, Staff Accountant, at (202) 551 -3432 or me at (202)
551-3694  with any questions.

        Sincerely,

        /s/ Jonathan Wiggins

        Jonathan Wiggins
        Staff  Accountant

CORRESP
1
filename1.htm

Correspondence

18th Floor, One Exchange Square

8 Connaught Place, Central

Hong Kong

Tel: +852.2912.2500  Fax: +852.2912.2600

www.lw.com

 FIRM / AFFILIATE OFFICES

 June 25, 2013

VIA EDGAR CORRESPONDENCE

Mr. Jonathan Wiggins

 Staff
Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

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 Washington, D.C.

Re:
Melco Crown Entertainment Limited

 Form 20-F for the Fiscal Year Ended December 31, 2012

 Filed
April 18, 2013

 File No. 1-33178

 Dear Mr. Wiggins:

 On behalf of our client, Melco Crown Entertainment
Limited (the “Company”), we are responding to the Staff’s letter of June 11, 2013 relating to the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2012 filed with the Commission on
April 18, 2013. For the Staff’s convenience, we have set forth the Staff’s comments immediately preceding each response.

Adjusted Property EBITDA and Adjusted EBITDA, page 86

1.
Please revise in future filings to include a reconciliation of your non-GAAP measures Adjusted Property EBITDA and Adjusted EBITDA to net income.

 The Company notes the Staff’s comment. The Company confirms that it will include in its future
filings under “Item 5. Operating and Financial Review and Prospects – A. Operating Results – Adjusted Property EBITDA and Adjusted EBITDA” a reconciliation of its non-GAAP measures Adjusted Property EBITDA and Adjusted EBITDA to
net income.

 Investing Activities, page 92

2.
Please tell us and clarify in future filings how the total capital expenditures in the table on page 93 reconcile to the amounts disclosed as capital expenditures
in your discussion of net cash used in investing activities.

 Simon H. Berry

 Joseph A.
Bevash

 Kenneth D. C. Chan

 Stanley Chow

 Michael S. L.
Liu

 Jane M. S. Ng

 Simon D. Powell

 Ing Loong
Yang

 Cheung Ying Yeung

 Registered Foreign Lawyers:

Bryant B. Edwards (California)

 Timothy M.
Gardner (New York)

 Eugene Y. Lee (New York)

 David J. Miles (England and Wales)

 June 25, 2013

  Page
 2

 The Company clarifies that the total capital expenditures in the table on page 93 and
the corresponding narrative discussion of significant changes in capital expenditures from year-to-year for new development, redevelopment/renovations, and other capital expenditures by segment are presented on an accrual basis. The Company further
clarifies that the amounts disclosed as capital expenditures in its discussion of net cash used in investing activities on page 92 represent the outflows for capital expenditures on a cash basis. The difference between the amounts disclosed as
capital expenditures in its discussion of net cash used in investing activities and the total expenditures included in the table on page 93 relates to the Company’s non-cash investing activities, which were recorded in current and non-current
liabilities at each balance sheet date, and for which the material amounts were disclosed in the consolidated statements of cash flows on page F-9.

 For better presentation, the Company will clarify its presentation in its future filings by revising its narrative to specify that the table and analysis of its capital expenditures on page 93, is on an
accrual basis as follows:

 “The following table sets forth our capital expenditures incurred by segment on an accrual
basis for the periods indicated.”

 Consolidated Statements of Cash Flows, page F-8

3.
It appears that the line item acquisition of property and equipment includes both the purchase of assets and costs capitalized in the development of properties.
In future filings, please present separate line items for acquisitions of property and equipment and capitalized expenditures.

 The Company confirms that the line item acquisition of property and equipment of the consolidated statements of cash flows on page F-8 includes both the purchase of assets and costs capitalized in the
development of properties. In its future filings, the Company will present separate line items in the consolidated statements of cash flow for payment for acquisitions of property and equipment and for costs capitalized in the development of
properties.

 *    *    *    *

The Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
filing; and

•

 the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

 June 25, 2013

  Page
 3

 Please do not hesitate to contact Helena Kim at +852-2912-2575 or me at +852-2912-2515
with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Eugene Y. Lee

Eugene Y. Lee of

Latham & Watkins

cc
Mr. Geoffrey Davis

Chief Financial Officer

Melco Crown Entertainment Limited

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

       DIVISION OF
CORPORATION FINANCE

June 11, 2013

Via E-mail
Mr. Geoffrey Davis
Chief Financial Officer
Melco Crown Entertainment , LTD
36th Floor, The Centrium
60 Wyndham Street
Central, Hong Kong

 RE: Melco Crown Entertainment , LTD
Form 20 -F for the Fiscal Year Ended December 31, 201 2
  Filed April 1 8, 2013
  File No. 1 -33178

Dear Mr. Davis:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the requested
information  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstance s, please tell us why in your response.

After reviewing the information  you provide in response to these comments, we may
have  additional comments.

Adjusted Property EBITDA and Adjusted EBITDA, page 86

1. Please revise in future filings to include a reconciliation of your non -GAAP measures
Adjusted Property EBITDA and Adjusted EBITDA t o net income.

Investing Activities, page 92

2. Please tell us and clarify in future filings how the total capital expenditures in the table on
page 93 reconcile to the amounts disclosed as capital expenditur es in your discussion of
net cash used in investing activities.

Mr. Geoffrey Davis
Melco Crown Entertainment, LTD
June 11, 2013
Page 2

Consolidated Statements of Cash Flows, page F -8

3. It appears that the line item acquisition of property and equipment includes both the
purchase of assets and costs capitalized in the developm ent of properties.  In future
filings, please present separate line items for acquisitions of property and equipment and
capitalized expenditures.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing inclu des the  information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respons ible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our commen ts, please provide a written  statement from the company
acknowledging that

 the company is responsible for the adequacy and accuracy of the disclosure in t he filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact William Demarest, Staff Accountant, at (202) 551 -3432 or me at (202)
551-3694  with any questions .

        Sincerely,

        /s/ Jonathan Wiggins

        Jonathan Wiggins
        Staff Accountant

July 14, 2011
 Via Facsimile

Mr. Geoffrey Davis Chief Financial Officer Melco Crown Entertainment LTD 36
th Floor, The Centrium
60 Wyndham Street Central, Hong Kong   RE:  Melco Crown Entertainment LTD
Form 20-F for the Fiscal Ye ar Ended December 31, 2010
  Filed April 1, 2011   File No. 1-33178

Dear Mr. Davis:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,
  /s/ Daniel L. Gordon
Daniel L. Gordon
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

CORRESP

June 28, 2011

VIA EDGAR AND HAND DELIVERY

Mr. Daniel L. Gordon

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

    Melco Crown Entertainment Limited

Form 20-F for the Fiscal Year Ended December 31, 2010

Filed April 1, 2011

File No. 1-33178

Dear Mr. Gordon:

We refer to your letter, dated June 14, 2011 (the “Comment Letter”), to Melco Crown
Entertainment Limited (the “Company”) containing comments of the Staff of the Securities
and Exchange Commission (the “Commission”) relating to the Company’s annual report on Form
20-F for the fiscal year ended December 31, 2010 filed with the Commission on April 1, 2011 (File
No. 1-33178). The comments of the Staff of the Commission are set forth in bold and italics and
the responses of the Company are set forth in plain text immediately following each comment.

Item 4. Information on the Company

B. Business Overview, page 34

    1.

    In future Exchange Act periodic reports, please discuss your arrangements with junket
operators in greater detail, including more information on your specific commissions as well
as credit risks arising from the extension of credit to junkets. Please also supplement your
disclosure in the MD&A to discuss the percentage of your VIP customer revenues which are
derived from these arrangements.

The Company notes the Staff’s comment. The Company confirms that in its future Exchange Act
periodic reports it will discuss its arrangements with junket operators, also known as gaming
promoters, in greater detail. The Company confirms that it will also supplement its disclosure in
the MD&A to discuss the percentage of its VIP customer revenues which are derived from these
arrangements.

In response to the Staff’s comment, and as set forth in detail below, the Company intends to
include additional disclosure in future periodic reports regarding the agreements it enters into
with its gaming promoters, the compensation structure offered to gaming promoters and the credit
arrangements and consequential credit risks associated with gaming promoters. In addition, the
Company intends to disclose the percentage of its gross gaming revenues from VIP customers
attributed to gaming promoters in its MD&A, and to separately disclose the total dollar amount of
gaming promoter commissions included in its income statement within its MD&A. The Company believes
this enhanced disclosure will provide investors with a clearer picture of the impact of gaming
promoters and gaming promoter commissions on the Company’s results of operations and profitability.
The Company considers the disclosure of the specific commission package it has arranged with any
particular gaming promoter or group of promoters to be commercially sensitive information that, if
disclosed, would adversely impact its relationships with existing gaming promoters, hamper its
ability to enter into new gaming promoter relationships and hinder its ability to grow its
business.

The discussion of the Company’s arrangements with gaming promoters would include the following
details in “Item 4. Information on the Company — B. Business Overview” in its future annual
reports on Form 20-F:

The Company engages gaming promoters to promote its VIP gaming rooms primarily due to the
importance of the rolling chip segment in the overall Macau gaming market, the gaming promoters’
knowledge of and experience within the Macau gaming market, in particular with sourcing and
attracting rolling chip patrons and arranging for their transportation and accommodation, and the
gaming promoters’ expanded rolling chip patron network beyond the Company’s own marketing network.
Gaming promoters are responsible for a significant portion of the Company’s gaming revenues. Under
standard arrangements utilized in Macau, the Company provides gaming promoters with exclusive or
casual access to one or more of its VIP gaming rooms and support from its dealers and other casino
or gaming staff, while the gaming promoter supplies the Company’s casino or gaming area with
rolling chip patrons to contribute to an expected minimum amount of rolling chip turnover volume
per month.

The Company typically enters into gaming promoter agreements for periods of up to one year and
for those on a more permanent basis, for a one year term that is automatically renewed for periods
of up to one year unless otherwise terminated. The gaming promoter agreements may be terminated (i)
by either party without cause upon 15 days advance written notice, (ii) upon advice from the DICJ
or any other gaming regulator to cease having dealings with the gaming promoter or if DICJ cancels
or fails to renew the gaming promoter’s license, (iii) if the gaming promoter fails to meet the
minimum rolling chip turnover volume it agreed to with the Company, (iv) if the gaming promoter has
certain financial difficulties as defined in the agreement or (v) if any party to the agreement is
in material breach of any of the terms of the agreement and fails to remedy such breach within the
timeframe outlined in the agreement.

The Company’s gaming promoters are compensated through commission arrangements that are
calculated on a monthly or a per trip basis. The Company generally offers its gaming promoters
commission payment structures that are calculated by reference to a revenue share or monthly
rolling chip turnover volume. Under the revenue share-based arrangements, the gaming promoter
participates in the Company’s gaming wins or losses from the rolling chip patrons brought in by the
gaming promoter. The share of wins and losses are defined in each gaming promoter agreement and are amended from time to time to take
current market factors into consideration. Under the monthly rolling chip turnover volume-based
arrangements, commission rates on monthly rolling chip turnover volumes vary and will not exceed
the 1.25% regulatory cap on gaming promoter commissions.

2

To encourage gaming promoters to use the Company’s resort facilities for their rolling chip
patrons in order to induce their rolling chip patrons to play in the Company’s VIP gaming rooms,
the Company’s gaming promoters may receive complimentary allowances for food and beverage, hotel
accommodation and transportation rather than cash payments. Under the arrangement to cap
commissions and Administrative Regulation 29/2009, these allowances must be included in the 1.25%
regulatory cap on gaming promoter commissions.

The Company also extends interest-free credit to a significant portion of its gaming promoters
for short-term, renewable periods, as stipulated in the Company’s credit agreements with its gaming
promoters. These credit agreements set forth the credit terms and are separate from the gaming
promoter agreements between the Company and the gaming promoters. Credit lines are generally
subject to monthly review and settlement procedures. These procedures allow the Company to
calculate the commissions payable owed to the gaming promoter and to determine the amounts which
can be offset, together with any other items of value held by the Company from the gaming promoter,
from the remaining amount of credit owed by the gaming promoter. Credit is granted based on the
performance and financial background of the relevant gaming promoter and, if applicable, that of
the gaming promoter’s guarantor. When there is support that the gaming promoter has a good credit
history and a track record of large business volumes, credit may exceed one month of commissions
payable. This credit is typically unsecured and although the amount of such credit may exceed
accrued commissions payable to, and other amounts of value held by the Company from, the gaming
promoters, the Company generally obtains personal cheques from guarantors or other forms of
collateral or credit enhancements, such as bank guarantees or letters of credit from the gaming
promoter to the Company. The Company has in place internal controls and credit policies and
procedures to manage this credit risk. See “Item 11. Quantitative and Qualitative Disclosures
About Market Risk — Credit Risk” for a discussion of the Company’s credit risk management.

Item 5. Operating and Financial Review and Prospects

A. Operating Results

Critical Accounting Policies and Estimates, page 61

    2.

    In future filings, please include a critical accounting policy and a significant accounting
policy that clearly describes your capitalization policy as it relates to
construction/development costs including interest, salaries and G&A, real estate taxes and any
other significant amounts that are capitalized during the pre-acquisition phase and the
construction phase. For the development phase, discuss the periods of capitalization
including a discussion of when the capitalization period ends.

The Company notes the Staff’s comment. The Company confirms that in its future filings it
will revise its critical accounting policy with respect to “Property and equipment and other
long-lived assets”, and its significant accounting policy to include disclosure similar to note
2(h) (Property and Equipment) of its consolidated financial statements, to ensure that
additional information clearly describes its capitalization policy relating to construction and
development costs including interest, salaries and G&A, real estate taxes and any other significant
amounts that are capitalized during the pre-acquisition phase and the construction phase. Such
revisions will also include disclosure similar to the Company’s significant accounting policies in
notes 2(r) (Pre-opening Costs) and 2(i) (Capitalization of Interest and Amortization of Deferred
Financing Costs) of its consolidated financial statements. The Company confirms that for the
development phase, it will discuss the periods of capitalization including a discussion of when the
capitalization period ends.

3

    3.

    In future periodic filings, please revise to include an analysis of your capital expenditures
by disclosing total capital expenditures for new development, redevelopment/renovations, and
other capital expenditures by year. In addition, please provide a narrative discussion of
significant changes in capital expenditures from year to year and of expectations for the
future.

The Company notes the Staff’s comment. The Company confirms that it will revise its future
periodic filings to include an analysis of its capital expenditures by disclosing, to the extent
material, total capital expenditures for new development, redevelopment/renovations, and other
capital expenditures by year. In addition, the Company confirms that it will provide a narrative
discussion of significant changes in capital expenditures from year-to-year and of expectations for
the future. Such revisions will be disclosed in the Company’s critical accounting policy with
respect to “Property and equipment and other long-lived assets”, and such narrative discussion will
include disclosure similar to note 20 (Segment Information) to its consolidated financial
statements, which includes the capital expenditure for each segment from year-to-year, and to
significant changes in investing cashflows within Item 5. Operating and Financial Review and
Prospects — B. Liquidity and Capital Resources.

    4.

    Clarify to us the amount of soft costs such as payroll and other G&A costs capitalized during
2010.

The Company notes the Staff’s comment. The Company clarifies that the amount of soft costs
such as payroll and other G&A costs capitalized during 2010 was US$4.2 million, which accounted for
less than 1% of total payroll and other G&A costs and approximately 3.5% of total costs capitalized
during such period.

B. Liquidity and Capital Resources

Description of our Indebtedness

Sources and Uses, page 73

    5.

    In future Exchange Act periodic reports, please supplement your discussion of sources of cash
with a discussion of anticipated cash uses for the next fiscal year, including debt payments,
interest payments, capital expenditures and anticipated development costs.

The Company notes the Staff’s comment. The Company confirms that in its future Exchange Act
periodic reports it will supplement its discussion of sources of cash with a discussion of
anticipated cash uses for the next fiscal year, including debt payments, interest payments, capital
expenditures and anticipated development costs.

4

D. Trend Information, page 74

    6.

    In future Exchange Act periodic reports, please revise your narrative under this subheading
to provide more detailed disclosure regarding the prospective impact of the proposed smoking
ban legislation. Please also supplement your disclosure to discuss the potential of tightened
liquidity in China and cooling measures being implemented by the banking system in Chinese
markets, to the extent material.

The Company notes the Staff’s comment. The Company confirms that in its future Exchange Act
periodic reports it will revise its narrative under this subheading to provide more detailed
disclosure regarding the prospective impact of the proposed smoking ban legislation. The Company
confirms that it will also supplement its disclosure to discuss the potential of tightened
liquidity in China and cooling measures being implemented by the banking system in Chinese markets,
to the extent material.

*            *            *            *

We have attached hereto a letter from Mr. Geoffrey Davis, Chief Financial Officer of the
Company, containing the acknowledgements requested in the Comment Letter.

If you have any questions regarding this letter, please do not hesitate to call Thomas M.
Britt III at +852 2160 9830 or Danielle de Zorzi at +852 2160 9868.

    Sincerely,

    /s/ Thomas M. Britt III

Thomas M. Britt III

    cc:

    Mr. Geoffrey Davis

Melco Crown Entertainment Limited

5

June 28, 2011

VIA EDGAR AND HAND DELIVERY

Mr. Daniel L. Gordon

Branch Chief

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

    Melco Crown Entertainment LTD

Form 20-F for the Fiscal Year Ended December 31, 2010

Filed April 1, 2011

File No. 1-33178

Dear Mr. Gordon:

We refer to your letter, dated June 14, 2011, to Melco Crown Entertainment Limited (the
“Company”) containing comments of the Staff of the Securities and Exchange Commission (the
“Commission”) relating to the Company’s annual report on Form 20-F for the fiscal year
ended December 31, 2010 filed with the Commission on April 1, 2011 (File No. 1-33178).

We acknowledge that:

    (i)

    we are responsible for the adequacy and accuracy of the disclosure in the filing;

    (ii)

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    (iii)

    we may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Remainder of this page intentionally left blank.]

[This page is for signature only.]

    Very truly yours,

MELCO CROWN ENTERTAINMENT LIMITED

    By:
    /s/ Geoffrey Davis

    Name:
    Geoffrey Davis

    Title:
    Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

 June 14, 2011
 Via Facsimile

Mr. Geoffrey Davis Chief Financial Officer Melco Crown Entertainment LTD 36
th Floor, The Centrium
60 Wyndham Street Central, Hong Kong   RE:  Melco Crown Entertainment LTD
Form 20-F for the Fiscal Ye ar Ended December 31, 2010
  Filed April 1, 2011
  File No. 1-33178

Dear Mr. Davis:
We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.    Item 4.  Information on the Company

 B.  Business Overview, page 34

1. In future Exchange Act periodic reports, please discuss your arrang ements with junket
operators in greater detail, including more  information on your specific commissions as
well as credit risks arising from the extension of  credit to junkets.  Please also supplement
your disclosure in the MD&A to discuss the percentage of your VIP customer revenues
which are derived from these arrangements.

Mr. Geoffrey Davis
Melco Crown Entertainment LTD June 14, 2011 Page 2
 Item 5.  Operating and Financial Review and Prospects

 A.  Operating Results

 Critical Accounting Policies and Estimates, page 61

2. In future filings, please include a critical  accounting policy and a significant accounting
policy that clearly describes your cap italization policy as  it relates to
construction/development costs including intere st, salaries and G&A,  real estate taxes
and any other significant amounts that are cap italized during the pre-acquisition phase
and the construction phase.  For the deve lopment phase, discuss the periods of
capitalization including a discussion of when the cap italization period ends.
3. In future periodic filings, please revise to in clude an analysis of your capital expenditures
by disclosing total capital expenditures for new development, redevelopment/renovations,
and other capital expenditures by year. In a ddition, please provide a narrative discussion
of significant changes in capital  expenditures from year to ye ar and of expectations for
the future.
4. Clarify to us the amount of soft costs such  as payroll and other G&A costs capitalized
during 2010.

B. Liquidity and Capital Resources

Description of our Indebtedness
 Sources and Uses, page 73

5. In future Exchange Act periodic reports, please supplement your discussion of sources of
cash with a discussion of anticipated cash uses  for the next fiscal year, including debt
payments, interest payments, capital expenditu res and anticipated development costs.

D. Trend Information, page 74
6. In future Exchange Act periodic report s, please revise your narrative under this
subheading to provide more detailed disclosu re regarding the prosp ective impact of the
proposed smoking ban legislation.  Please also supplement your disclosure to discuss the
potential of tightened liquidity in China a nd cooling measures being implemented by the
banking system in Chinese markets, to the extent material.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy

Mr. Geoffrey Davis
Melco Crown Entertainment LTD June 14, 2011 Page 3
 and adequacy of the disclosures they have made.
  In responding to our comments, please provi de a written statement from the company
acknowledging that
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact William Demarest, Staff Acco untant, at (202) 551-3432 or me at (202)
551-3486 with any questions on the financial statemen ts or related matters.  Please contact Jerard
Gibson, Staff Attorney at (202) 551- 3473 with any other questions.
         S i n c e r e l y ,           /s/ Daniel L. Gordon          Daniel L. Gordon         B r a n c h  C h i e f

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

       DIVISION OF
CORPORATION FINANCE

November 4, 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
Amendment No. 1 to Registration Statement on For m F-4
Filed October 21, 2010
  File No. 333- 168823

 Dear Mr. Ho :

We have reviewed Amendment No. 1 to your registration statement and have the
following comments.  In some of our comments, we may ask you to provide us with information so we may better und erstand 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note your response to comment 2 of our le tter dated September 10, 2010.  It is not
clear from the materials provided which statements in your disclosure the documents are intended to support.  Please provide documentation that clearly indicates which statement
in your disclosure each supporting document is intended support.  If multiple supporting
documents are intended to support one statement, please clarify.

Lawrence (Yau Lung) Ho
Co-Chairman and Chief Executive Officer
MCE Finance Limited
November 4, 2010
Page 2

Management’s Discussion and Analysis …, page 56

Liquidity and Capital Resources, page 70

2. We note your response to comment 12 of our l etter dated September 10, 2010.  In
response to our comment, you revised your disclosure to state that you intend to meet your liquidity needs using cash flow from operations, existing cash balances, availability
under your City of Dreams Project Facility,  remaining proceeds from your follow -on
public offerings and additional financings.  We further note your disclosure on page 84 that your earnings were insufficient to cover fixed charges and your disclosure on page
86 that you have significant debt coming  due in the next one to three years.  Please revise
to discuss in more detail how you are planning to meet your  liquidity needs in the next 12
months.

Interest Rate Risk, page 87
 3. Please revise your disclosure in paragraph 2 to clarify the first sentence.  We note your
statement that “all of your borrowings are at floating rates as of December 31, 2009.”
You also state that “31% of your long -term debt was based on fixed rates” as of June 30,
2010.  Please revise your disclosure to clarify or advise.

Management, page 93

4.  Please provide disclosure regarding Ms. Palmer’s experience from January 2005 through
April 2007.

5. Please provide disclosure regarding Ms. Cheung’s experience and Ms. Takahashi’s experience from 2005 through 2006.

Exhibit 5.2
 6. We not e your response to comment 22 of our letter dated September 10, 2010.  Please
have counsel revise the opinion to clarify that the opinion may be relied upon by note holders and secondary purchasers.

7. We note your response to comment 23 of our letter dated September 10, 2010.  We
reissue our comment.  We note assumption 3 on page 6.  Please revise to narrow the
assumption and clarify that counsel is not assuming any of the material facts underlying
the opinion.

8. We note your response to comment 24 of our let ter dated September 10, 2010.  We
reissue our comment  in part .  We note assumptions 10 and 15 on page 7 of the opinion.
These assumptions assume facts that should be known or are readily ascertainable.

Lawrence (Yau Lung) Ho
Co-Chairman and Chief Executive Officer
MCE Finance Limited
November 4, 2010
Page 3

Please have counsel provide a revised opinion that d oes not include these assumptions .
Alternatively, please explain and more specifically support such assumptions.

9. We note your response to comment 25 of our letter dated September 10, 2010.  We
reissue our comment.  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, currently drafted, they relate to the authority of the respective company or its officers.   Please have counsel
provide a revised opinion that limits the applicability  of these assumptions .  To the extent
that counsel is not qualified to opine on matters related to non -Cayman Island entities,
please revise to narrow the assumptions accordingly.
Exhibit 5.3

10. We note your response to comment 26 of our letter dated Sept ember 10, 2010.  In
response to our comment, counsel revised paragraph 3(f) and 4(c) of the opinion.  Please
have counsel provide a revised opinion that omits assumptions regarding the governing
law, the Registration Rights Agreement, the Guarantee and the Exchange Notes and the
laws of the Cayman Islands.  These assumptions are not appropriate as these items form the basis for whether the guarantees and the notes are binding obligations.  Please clearly
state that the guarantees and the notes are binding o bligations.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the  information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the  company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of t he effective date
of the pending regist ration statement please provide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unite d States.

Lawrence (Yau Lung) Ho
Co-Chairman and Chief Executive Officer
MCE Finance Limited
November 4, 2010
Page 4

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Yolanda Crittendon  at (202)551- 3472 or Cicely LaMothe, Accounting
Branch Chief  at (202)551- 3413 if you have questions regarding comment s on the financial
statements and re lated matters.  Please contact Stacie Gorman at (202)551- 3585 or me at
(202)551- 3401 with any other questions.

Sincerely,

     Jennifer Gowetski
Senior Counsel

cc: Thomas M. Britt III, Esq. ( via facsimile )

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

CORRESP
1
filename1.htm

corresp

April 21, 2009

VIA EDGAR

Philip Rothenberg, Esq.

Securities and Exchange Commission

100 F Street N. E.

Washington, D.C.20549

U.S.A.

Melco Crown Entertainment Limited

Registration Statement on Form F-3 (Registration No. 333-15845)

Dear Mr. Rothenberg,

     Pursuant to Rule 461 of the Securities Act of 1933, as amended, Melco Crown Entertainment
Limited hereby requests that the effectiveness of the above-captioned Registration be accelerated
to no later than 3:00 p.m., Eastern Daylight Time,
on April 21, 2009 or as soon thereafter as practicable.

     We acknowledge that: (i) should the U.S. Securities and Exchange Commission (the “Commission”)
or its staff (the “Staff”), acting pursuant to delegated authority, declare the filing effective,
we do not foreclose the Commission from taking any action with respect to the filing; (ii) the
action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the
filing effective, does not relieve us from our full responsibility for the adequacy and accuracy of
the disclosure in the filing; and (iii) we may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

     Upon grant of our request to accelerate effectiveness, we would appreciate the Commission’s
transmission to our counsel, Debevoise & Plimpton LLP via telecopy at (852) 2810 9828, confirmation
of the time and date at which the Registration Statement became effective.

[Remainder of this page intentionally left blank.]

[This page is for signature only.]

    Very truly yours,

MELCO CROWN ENTERTAINMENT LIMITED

    By:
    /s/ Simon Dewhurst

    Name:
    Simon Dewhurst

    Title:
    Chief Financial Officer

cc: Tom Kluck, Securities and Exchange Commission

2

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3010
April 20, 2009
 Lawrence (Yau Lung) Ho Melco Crown Entertainment Limited 36
th Floor, The Centrium
60 Wyndham Street Central Hong Kong
Re: Melco Crown Entertainment Limited
  Registration Statement on Form F-3
Filed April 13, 2009
  File No. 333-158545

Dear Mr. Ho:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
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.
 Item 10. Undertakings

1. Please include the undertaking required by Item 512(h) of Regulation S-K.

*  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your

Lawrence (Yau Lung) Ho
Melco Crown Entertainment Limited April 20, 2009 Page 2

responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:

• should the Commission or the staff, acti ng pursuant to delegated authority,
declare the filing effective, it does no t foreclose the Commission from taking
any action with respect to the filing;

• the action of the Commission or the st aff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and

• the company may not assert staff comments and the declaration of
effectiveness as a defense in any pr oceeding initiated by the Commission or
any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Lawrence (Yau Lung) Ho
Melco Crown Entertainment Limited April 20, 2009 Page 3

Please contact Phil Rothenberg at (202)  551-3466 or me at (202) 551-3655 with
any other questions.

     S i n c e r e l y ,

 Sonia Barros
Special Counsel

cc: Thomas M. Britt III, Esq.

June 5, 2008  Mail Stop 4561
By U.S. Mail and facsimile to (852) 2537-3618

Mr. Lawrence Ho, Chief Executive Officer Melco PBL Entertainment (Macau) Limited 36
th Floor, The Centrium
60 Wyndham Street Central  Hong Kong
RE: Melco PBL Entertainment (Macau) Limited
            File No.  001-33178
 Form 20-F for the year ended December 31, 2007

Dear Mr. Ho:
We have completed our review of your Fo rm 20-F and related filings and have no
further comments at this time.

                                                                                  Sincerely,
                                                                                                                                                                                                                                                                        Linda van Doorn                                                                                   Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Acknowledgement Letter

June 3, 2008

Ms. Linda van Doorn

Senior Assistant Chief Accountant

Division of Corporation Finance

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Melco Crown Entertainment Limited

(formerly known as Melco PBL Entertainment (Macau) Limited)

File No. 001-33178

Form 20-F for the fiscal year ended December 31, 2007

Dear Ms. Van Doorn:

     We refer to your letters, dated May 20, 2008 and May 28, 2008 (the “Comment Letters”), to
Melco Crown Entertainment Limited (formerly known as Melco PBL Entertainment (Macau) Limited) (the
“Company”) containing comments of the Staff of the Securities and Exchange Commission (the
“Commission”) relating to the Company’s Annual Report on Form 20-F for the fiscal year ended
December 31, 2007 (File No. 001-33178).

     We acknowledge that: (i) we are responsible for the adequacy and accuracy of the disclosure in
the filings; (ii) Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the filings; and (iii) we may not
assert Staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

[Remainder of this page intentionally left blank.]

[This page is for signature only.]

    Very truly yours,

MELCO CROWN ENTERTAINMENT LIMITED

    By:
    /s/ Lawrence Ho

    Name:
    Lawrence Ho

    Title:
    Co-Chairman and Chief Executive Officer

2

May 28, 2008  Mail Stop 4561
By U.S. Mail and facsimile to (852) 2537-3618

Mr. Lawrence Ho, Chief Executive Officer Melco PBL Entertainment (Macau) Limited 36
th Floor, The Centrium
60 Wyndham Street Central  Hong Kong
RE: Melco PBL Entertainment (Macau) Limited
            File No.  001-33178
 Form 20-F for the year ended December 31, 2007

Dear Mr. Ho:
We have reviewed the above referenced filing and have the following comment in
addition to the comments included in our  letter dated May 20, 2008. We have limited our
review to only your financial statements and related disclosu res and will make no further
review of your documents.  As such, all pe rsons who are responsible for the adequacy
and accuracy of the disclosures are urged to be certain that they have included all information required pursuant to the Securities Exchange Act of 1934.

We think you should address this comment in future filings.  Please confirm in
writing that you will do so and also explai n to us how you intend to comply. If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary  in your explanation.  After
reviewing your explanation, we may or  may not 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 comment or on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.
 Form 20-F

Item 8.B.  Significant Changes, page 85

1. In future filings, please disclose whether or not  any significant change has

Melco PBL Entertainment (Macau) Limited
Page 2 of 2
occurred since the date of the annual financial statements , and/or since the date of
the date of the most recent interim financ ial statements to the extent they are
included in the document.

As appropriate, please respond to our commen ts within 10 business days or tell us
when you will provide us with a response.  Please submit your letter on EDGAR. Please
understand that we may have additional comm ents after reviewing your response to our
comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
 You may contact Jorge L. Bonilla at ( 202) 551-3414 or me at (202) 551-3498 if
you have any questions regard ing comments on the financia l statements and related
matters. Please contact Angela McHale at (202) 551-3402 or T homas Kluck, Branch
Chief, at (202) 551-3233 with any other questions.                                                                                      Sincerely,                                                                                                                                                                                                                                                                          Linda van Doorn                                                                                   Senior Assistant Chief Accountant

May 20, 2008  Mail Stop 4561
By U.S. Mail and facsimile to (852) 2537-3618

Mr. Lawrence Ho, Chief Executive Officer Melco PBL Entertainment (Macau) Limited 36
th Floor, The Centrium
60 Wyndham Street Central  Hong Kong
RE: Melco PBL Entertainment (Macau) Limited
            File No.  001-33178
 Form 20-F for the year ended December 31, 2007

Dear Mr. Ho:
We have reviewed the above referenced filing and have the following comments.
We have limited our review to only your fina ncial statements and related disclosures and
will make no further review of your documents.  As such, all persons who are responsible for the adequacy and accuracy of the disclosu res are urged to be certain that they have
included all information required pursuant to  the Securities Exchange Act of 1934.

We think you should address these comments in future filings.  Please confirm in
writing that you will do so and also explai n to us how you intend to comply. If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary  in your explanation.  After
reviewing your explanation, we may or  may not 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 comment or on any other aspect of
our review.  Feel free to call us at the tele phone numbers listed at th e end of th is letter.

Form 20-F

Selected Financial Data, page 5

1. With respect to your presentation of Op erating/Adjusted EBITDA in Selected
Financial Data, please include a cross re ference in this se ction to your SFAS 131

Melco PBL Entertainment (Macau) Limited
Page 2 of 3
information disclosed in the notes to your financial statements. Also, reconcile the
measure presented in this section for 2006 to  the measure presented in the notes to
your financial statements. Refer to Question 19 of the Frequently Asked Questions Regarding the Use of Non-GAAP Financial.
 Certifications, Exhibit 12.1 and 12.2

 2. We noted that the identification of the certifying indivi dual at the beginning of the
certifications required by Exchange Act Ru le 13a-14(a) also in cludes the title of
the certifying individual. Considering that  these certifications must be signed in a
personal capacity, please confirm to us  that your officers signed such
certifications in a personal capacity and th at you will revise your certifications in
future filings to exclude the title of the certifying individual from the opening sentence.

As appropriate, please respond to our commen ts within 10 business days or tell us
when you will provide us with a response.  Please submit your letter on EDGAR. Please
understand that we may have additional comm ents after reviewing your response to our
comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filings;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and

• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Melco PBL Entertainment (Macau) Limited
Page 3 of 3
 You may contact Jorge L. Bonilla at ( 202) 551-3414 or me at (202) 551-3498 if
you have any questions,                                                                                      Sincerely,                                                                                                                                                                                                                                                                          Linda van Doorn                                                                                   Senior Assistant Chief Accountant