September 11, 2024

Bryan Hall
Executive Vice President
Sunrise Communications AG
Thurgauerstrasse 101b
8152 Glattpark (Opfikon)
Switzerland

       Re: Sunrise Communications AG
           Amendment No. 1 to Registration Statement on Form F-4
           Filed August 30, 2024
           File No. 333-281772
Dear Bryan Hall:

       We have reviewed your amended registration statement and have the
following comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Amendment No. 1 to Form F-4
Material U.S. Federal Income Tax Consequences of the Spin-Off, page 79

1.     You indicate that it is a non-waivable condition to the completion of
the spin-off that
       Liberty Global receive the A&O Shearman Tax Opinion to the effect that
the spin-off
       should qualify for nonrecognition of gain or loss under Section 355 and
related provisions
       of the Code. Please disclose why counsel cannot provide, or is not being
asked to
       provide, a "will" opinion. Revise throughout the document where you
discuss the material
       U.S. tax consequences of the spin-off to indicate that the closing
opinion regarding the
       non-taxable nature of the spin-off will be subject to uncertainty and
discuss the degree of
       uncertainty. For guidance, refer to Section III.C.4 of CF Staff Legal
Bulletin No. 19.
 September 11, 2024
Page 2

        Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at
202-551-3361
if you have questions regarding comments on the financial statements and
related matters. Please
contact Kathleen Krebs at 202-551-3350 or Jan Woo at 202-551-3453 with any
other questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:   Harald Halbhuber, Esq.