Mail Stop 4561

						December 30, 2005

VIA U.S. MAIL AND FAX 011 8610 82166699

Ying Han
Chief Financial Officer
Asianfo Holdings, Inc.
4th Floor, Zhongdian Information Tower
6 Zhongguancun Shouth Street, Haidian District
Beiging 100086
China

Re:	Asianfo Holdings, Inc.
	File No. 001-15713
      Form 10-K for Fiscal Year Ended
	December 31, 2004


Dear Mr. Han:

      We have reviewed your filing and have the following
comments.
In our comments, 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 review 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



Form 10-K for the year ended December 31, 2004

Item 9A. Controls and Procedures

Disclosure Controls and Procedures, page 46

1. Please explain to us how you determined that your disclosure
controls and procedures were operating effectively despite the
material weakness identified in your internal controls over
financial
reporting.  Tell us what consideration you gave to disclosing this
information in your document.

Financial Statements

Note 3. Acquisition, page F-13

2. Please tell us how you determined that the acquisitions of
Lenovo
and Pacific constituted business combinations under paragraph 9 of
SFAS 141 and EITF 98-3. Also, in your response explain the factors
that contributed to a purchase price that resulted in recognition
of
goodwill.

Note 20. Segment Information, page 27

Reconciliation of Non-GAAP Measures

3. We note the presentation of revenues net of hardware costs and
its
characterization as non-GAAP measure in the notes to your
financial
statements.  Please clarify if this information is reported to the
chief operating decision maker for purposes of making decisions
about
allocating resources to the segment and assessing its performance.
Also, tell us how you considered the prohibition against including
non-GAAP financial measures within the notes to the financial
statements in Item 10(e) of Regulation S-K.

4. Please refer to the presentation of the above information on
page
28. It would appear that an investor could mistakenly conclude
that
this piece of information is preferential to the full segment
disclosure in footnote 20.  Therefore, tell us how you considered
the
appropriateness of this information in your MD&A without a
complete
discussion of SFAS 131 information. Refer to Questions 19 and 20
of
the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures.




*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please file
your
response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your response to our comment.

	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 informed 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.

	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 comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Robert Telewicz, Staff Accountant, at (202)
551-3438 or the undersigned at (202) 551-3414 if you have
questions.



								Sincerely,



      Jorge L. Bonilla
      Senior Staff Accountant


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Ying Han
Asiainfo Holdings, Inc
December 30, 2005
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