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U.S. Securities and Exchange Commission

Securities Exchange Act of 1934
Rule 12h-3

June 29, 2006

Response of the Office of International Corporate Finance
Division of Corporation Finance


Watchdata Technologies Ltd.
Incoming letter dated June 29, 2006

Based on the facts presented, it is the Division's view that the effectiveness of Watchdata Technologies' registration statement on Form F-1 during the fiscal year ending December 31, 2005 would not preclude Watchdata Technologies from utilizing Rule 12h-3 under the Securities Exchange Act of 1934. In reaching this position, we particularly note that no securities were sold pursuant to the registration statement and Watchdata Technologies has withdrawn the registration statement and the post-effective amendment pursuant to Rule 477 under the Securities Act of 1933. We assume that, consistent with the representations made in your letter, Watchdata will file certifications on Form 15 making appropriate claims under Exchange Act Rules 12g-4 and 12h-3 on or before the due date of its annual report on Form 20-F for the fiscal year ended December 31, 2005.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.


Michael Coco
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 07/06/2006