Securities Exchange Act of 1934
Rules 14e-1(c) and (d)

November 5, 2008

Akiko Mikumo, Esq.
Weil, Gotshal & Manges LLP
29th Floor, Gloucester Tower, The Landmark
15 Queen's Road Central
Central, Hong Kong

Dear Ms. Mikumo:

We are responding to your letter dated November 5, 2008 to Mauri Osheroff, Christina Chalk and Daniel Duchovny, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you presented there. The defined terms used here have the same meaning as in your letter, unless otherwise noted.

Based on the representations in your letter dated November 5, 2008, the staff of the Division of Corporation Finance will not recommend enforcement action pursuant to the following regulatory provisions if the Offer is conducted as described in your letter:

• 14e-1(c) under the Exchange Act. The relief granted under Rule 14e-1(c) is to allow EGS to pay for or return tendered securities according to Philippine law and practice, which may take up to ten business days after the termination of the Offer.

• Rule 14e-1(d) under the Exchange Act. The relief granted under Rule 14e-1(d) is to allow EGS to issue notice of an amendment or extension of the Offer in accordance with Philippine law and practice to allow such notice to include information about the number of Common Shares tendered as up to date as possible, but not as up to date as similar information about ADS tendered to date.

The foregoing no-action positions are based solely on the representations and the facts presented in your letter dated November 5, 2008, as supplemented by telephone conversations with the staff. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offer. The Division of Corporation Finance expresses no view with respect to any other questions that the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Division of Corporation Finance,

Mauri L. Osheroff
Associate Director
Division of Corporation Finance

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/egsacquisitionco110508-sec14.htm