As filed with the U.S. Securities and Exchange Commission on March 28, 2014
Registration No.  333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
 
MTR CORPORATION LIMITED
(Exact name of issuer of deposited securities as specified in its charter)

n/a
 (Translation of issuer's name into English)

Hong Kong
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
CT Corporation System
111 Eighth Avenue, 13th Floor
 New York, New York 10011
(212) 590-9330
 (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
 
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44 th Floor
New York, New York  10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)
 
If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit (1)
Proposed maximum
aggregate offering price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ten ordinary shares of MTR Corporation Limited
10,000,000
American
Depositary Shares
$0.05
$500,000
$64.40
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
       
Location in Form of American Depositary
Item Number and Caption
 
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
 
Introductory paragraph and bottom of face of American Depositary Receipt
       
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
       
 
Terms of Deposit:
   
         
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
         
 
(ii)
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
         
 
(iii)
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
         
 
(iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
         
 
(v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
         
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13
         
 
(vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
         
 
(viii)
Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
 
Paragraph (3)
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
         
 
(x)
Limitation upon the liability of the Depositary
 
Paragraph (14)
       
(3)
Fees and Charges
 
Paragraph (7)
 
 
 
 
 
Item 2.  AVAILABLE INFORMATION

     
Location in Form of American Depositary
Item Number and Caption
 
Receipt Filed Herewith as Prospectus
       
(a)
Statement that MTR Corporation Limited publishes information in English required to maintain the exemption from registration under Rule 12g3-2(b) under the Securities Exchange Act of 1934 on its Internet Web site (http://www.mtr.com.hk/eng/homepage/corp_index.html) or through an electronic information delivery system generally available to the public in its primary trading market.
 
Paragraph (8)
 
 
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)
Form of Deposit Agreement . Form of Second Amended and Restated Deposit Agreement dated as of           , 2014 among MTR Corporation Limited, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby .  Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years .  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered .  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.   Filed herewith as Exhibit (e).
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 28, 2014.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
JPMORGAN CHASE BANK, N.A., as Depositary
 
 
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
 
       
 
By:
/s/ Gregory A. Levendis  
  Name:  Gregory A. Levendis  
  Title: Executive Director  
       
 
 
 
 
 
Pursuant to the requirements of the Securities Act of 1933, MTR Corporation Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on March 28, 2014.
 
  MTR CORPORATION LIMITED  
       
 
By:
/s/ Gillian Elizabeth MELLER  
 
Name:  Gillian Elizabeth MELLER
Title:    Legal Director and Secretary
 
       
       
  By: /s/ Stephen LAW Cheuk-kin  
 
Name:  Stephen LAW Cheuk-kin
Title:    Finance Director
 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints   Gillian Elizabeth MELLER and Stephen LAW Cheuk-kin, individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.
 
 
 
 
 
Under the requirements of the Securities Act, this Registration Statement has been signed by the following persons on March 28, 2014, in the capacities indicated.
 
Signature
 
Title
     
     
/s/ Raymond Ch'ien Kuo-fung
 
Chairman of the Board of Directors
Name: Dr. Raymond CH'IEN Kuo-fung
   
     
/s/ Jay Herbert Walder
 
Director and Chief Executive Officer
Name: Jay Herbert WALDER
   
     
/s/ Pamela Chan Wong Shui
 
Director
Name: Pamela CHAN Wong Shui
   
     
     
Name: Dr. Dorothy CHAN Yuen Tak-fai
 
Director
     
     
Name: Vincent CHENG Hoi-chuen
 
Director
     
     
/s/ Christine Fang Meng-sang
 
Director
Name: Christine FANG Meng-sang
   
     
/s/ Edward Ho Sing-tin
 
Director
Name: Edward HO Sing-tin
   
     
     
Name: Professor Frederick MA Si-hang
 
Director
     
     
/s/ Alasdair George Morrison
 
Director
Name: Alasdair George MORRISON
   
 
 
 
 
 
Signature
 
Title
     
     
   
Director
 
Name: NG Leung-sing
 
 
     
   
Director
Name: Abraham SHEK Lai-him
   
     
/s/ T. Brian Stevenson
 
Director
Name: T. Brian STEVENSON
   
     
   
Director
Name: Professor CHAN Ka-keung, Ceajer
   
     
    Director
Name: Professor Anthony CHEUNG Bing-leung
   
     
/s/ Ingrid Yeung Ho Poi-yan
 
Director
Name: Ingrid YEUNG Ho Poi-yan
   
     
/s/ Stephen Law Cheuk-kin
 
Finance Director
Name: Stephen LAW Cheuk-kin
   
     
 
 
 
 
 
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
 
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of MTR Corporation Limited, has signed this Registration Statement on March 28, 2014.
 
 
Authorized U.S. Representative

Puglisi & Associates
 
       
 
By:
/s/ Donald J. Puglisi  
 
Name:  Donald J. Puglisi
Title:    Managing Director
 
 
 
 
 
 
INDEX TO EXHIBITS

Exhibit
Number
 
(a)
Form of Second Amended and Restated Deposit Agreement.
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered.
(e)
Rule 466 Certification
 
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