EXHIBIT 4(hh)


DATED:    29 OCTOBER 2003



Amendment Agreement


between


PCCW-HKT Telephone Limited
as Borrower


and


The Hongkong and Shanghai Banking Corporation Limited
as Agent




relating to



a HK$2,800,000,000 Revolving Credit and Term Loan
Facility Agreement dated 8 August 2003
















Simmons&Simmons

35th Floor Cheung Kong Center 2 Queen's Road Central Hong Kong
T (852) 2868 1131   F (852) 2810 5040   DX 009121 Central 1


<PAGE>


                                    CONTENTS



1.     INTERPRETATION..........................................................1

2.     AMENDMENTS..............................................................2

3.     RELEASE OF SECURITY.....................................................4

4.     CONDITION PRECEDENT.....................................................4

5.     CONTINUING EFFECT.......................................................4

6.     REPRESENTATIONS.........................................................4

7.     MISCELLANEOUS...........................................................4

8.     LAW.....................................................................5



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<PAGE>


THIS AMENDMENT AGREEMENT is dated 29 October 2003 and made

BETWEEN:

(1)    PCCW-HKT TELEPHONE LIMITED, (the "Borrower"), a company incorporated
       in Hong Kong with company number 676.

(2)    THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, (the "Agent"),
       as agent for the other Finance Parties and on its own behalf.


Background:

(A)    On 8 August 2003 the Borrower, various financial institutions listed as
       Co-ordinating Arrangers and/or Lenders, and The Hongkong and Shanghai
       Banking Corporation Limited as Agent and Security Trustee entered into
       an agreement (the "Facility Agreement") under which the Lenders made a
       HK$2,800,000,000 revolving credit and term loan facility available to
       the Borrower.

(B)    The Borrower requires each Facility to be made available on a revolving
       basis and has requested that the Facility Agreement be amended to permit
       this.

(C)    By clause 24 (Amendments and decisions) of the Facility Agreement the
       Agent, with the prior written consent of the Majority Lenders or, in
       certain circumstances, all the Lenders, may enter into written
       amendments to the Facility Agreement.

(D)    The Agent (acting on the instructions of all the Lenders) and the
       Borrower have now agreed to amend the Facility Agreement in the
       following manner.

IN CONSIDERATION of the foregoing, the mutual covenants and agreements
contained in this Agreement, and other valuable consideration, the receipt and
adequacy of which are hereby acknowledged, IT IS AGREED as follows:

1.     INTERPRETATION

1.1    Other definitions

       Terms defined and aids to construction used in the Facility Agreement
       will bear the same meaning or construction when used in this Agreement
       unless the context otherwise requires.

1.2    References

       In this Agreement, each reference to:-

       any person (including the Agent and the Borrower) where the context so
       admits, is deemed to include a reference to its successors, assigns
       and/or transferees;

       any document or agreement (including this Agreement) is deemed to
       include a reference to such document or agreement as amended, novated,
       supplemented, substituted or replaced from time to time; and

       the singular, where the context so admits, is deemed to include the
       plural and vice versa.


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<PAGE>


1.3    Titles

       The title of any provision of this Agreement shall not affect the
       meaning of that or any other provision.

2.     AMENDMENTS

       With effect from the date of this Agreement the Facility Agreement
       shall be read and construed as if:

2.1    all references in the Facility Agreement to "this Agreement" and such
       words as "herein" and "hereunder" were references to the Facility
       Agreement as amended by this Agreement; and

2.2    the following applied:

       (A)    The definition of "Final Repayment Date" in clause 1.1 were
              deleted in its entirety and replaced by the following new
              definition:

              "Final Repayment Date" means the date falling 84 Months after the
              earlier of the date on which the first Loan is advanced and the
              date falling 3 Months after the date of this Agreement.

       (B)    The definitions of "Total Facility A Commitments" and "Total
              Facility B Commitments" in clause 1.1 were deleted in their
              entirety and replaced by the following new definitions:

              "Total Facility A Commitments" means the aggregate of the
              Facility A Commitments, being HK$0 at the date of this Agreement.

              "Total Facility B Commitments" means the aggregate of the
              Facility B Commitments, being HK$2,800,000,000 at the date of
              this Agreement.

       (C)    Clause 6.4 (Mandatory Prepayment on disposal of Core Business
              Assets) were deleted in its entirety, and as a consequence
              thereof the following were also deleted in their entirety:

              (1)    the definitions of "Account Bank", "Prepayment Account",
                     Prepayment Account Charge" and "Prepayment Date";

              (2)    all references to such defined terms where used in the
                     Facility Agreement; and

              (3)    clause 6.7 (Interest on Prepayment Account),

              and, in each case, such additional consequential amendments were
              made as required to give sense to the remaining provisions.

       (D)    Clause 10.1 were deleted in its entirety and replaced by the
              following new clause 10.1:


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              10.1   Facility fee

                     The Borrower shall pay to the Agent (for the account of
                     each Lender in respect of its Commitment under each
                     Facility) a facility fee at the rate of 0.325 per cent.
                     per annum and calculated on the amount of the Total
                     Commitments from time to time, such fee to be payable (1)
                     quarterly in arrears, with the first payment being made on
                     the day falling 3 months after the date of this Agreement,
                     and (2) on the day on which all Loans have been repaid in
                     full and the Available Facility in relation to Facility B
                     is cancelled and reduced to zero.

       (E)    Clause 16.18 were amended by the deletion of "the representations
              and warranties set out in clause 16.16 (Share capital interests)
              shall be repeated only on the earlier of the first Drawdown Date
              and the last day of the Availability Period for Facility A, and".

       (F)    Schedule 1 were deleted in its entirety and replaced by the
              following new Schedule 1:

<TABLE>
                                         SCHEDULE 1: THE LENDERS

              ------------------------------------------------------------------------------------
              Name of Lenders                                                Commitment (HK$)
              ------------------------------------------------------------------------------------
                                                                       Facility A       Facility B
                                                                       Commitment       Commitment
                                                                       ----------    -------------

<S>                                                                             <C>    <C>
              Bank of China (Hong Kong) Limited                                 0      350,000,000

              Bayerische Landesbank, Hong Kong Branch                           0      350,000,000

              Hang Seng Bank Limited                                            0      350,000,000

              Industrial and Commercial Bank of China (Asia) Limited            0      350,000,000

              Standard Chartered Bank                                           0      350,000,000

              The Bank of East Asia, Limited                                    0      350,000,000

              The Hongkong and Shanghai Banking Corporation Limited             0      350,000,000

              Barclays Bank PLC                                                 0      290,000,000

              Industrial and Commercial International Capital Ltd               0       60,000,000
                                                                       ----------    =============
                                                            TOTAL:              0    2,800,000,000
                                                                       ==========    =============
</TABLE>


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<PAGE>


3.     RELEASE OF SECURITY

       Due to the deletions referred to in clause 2.2(C) above, the Security
       Trustee shall promptly after the date of this Agreement deliver to the
       Borrower (1) the original Prepayment Account Charge, (2) a duly
       executed release of the security interest created thereby and (3) such
       other documents and things as the Borrower may reasonably require to
       perfect the release of the security interest created by the Prepayment
       Account Charge.

4.     CONDITION PRECEDENT

       This Agreement shall not be effective unless and until the Agent has
       received:

4.1    a legal opinion of Lovells, legal advisers to the Finance Parties,
       addressed to the Agent (for and on behalf of itself, the Lenders and
       the Security Trustee), as to Hong Kong Law, substantially in the form
       distributed to such parties prior to signing this Agreement which will
       include customary assumptions and reservations; and

4.2    a legal opinion of Simmons & Simmons, legal advisers to the Borrower,
       addressed to the Agent (for and on behalf of itself, the Lenders, and
       the Security Trustee) substantially in the form distributed to such
       parties prior to signing this Agreement which will include customary
       assumptions and reservations.

5.     CONTINUING EFFECT

5.1    Except as amended by this Agreement, the provisions of the Finance
       Documents and the respective rights and obligations of the parties
       under them will remain in full force and effect.

5.2    This Agreement does not affect the respective rights, duties or
       obligations of any of the parties under the Finance Documents arising
       prior to the date of this Agreement.

5.3    This Agreement shall be a Finance Document under the Facility Agreement.

6.     REPRESENTATIONS

       The Borrower represents and warrants to the Agent that as at the date
       of this Agreement:

6.1    the representations and warranties set out in clauses 16.1 (Status),
       16.2 (Binding obligations), 16.3 (Non-conflict with other
       obligations), 16.4 (Power and authority), 16.5 (Validity and
       admissibility in evidence), 16.12 (Governing law and enforcement) and
       16.14 (No filing or stamp taxes) of the Facility Agreement would be
       true and accurate if repeated mutatis mutandis in this Agreement with
       reference to this Agreement instead of the Facility Agreement or the
       Finance Documents; and

6.2    the representations and warranties set out in clause 16
       (Representations and Warranties) of the Facility Agreement are true
       and accurate.

7.     MISCELLANEOUS

       The provisions of clauses 31 (Notices), 33 (Partial Invalidity), 35
       (Counterparts) and 37 (Enforcement) of the Facility Agreement will
       apply mutatis mutandis to this Agreement as if references in such
       clauses to the Facility Agreement or the Finance Documents were
       references to this Agreement.


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8.     LAW

       This Agreement is governed by and will be construed in accordance with
       Hong Kong law.

AS WITNESS the hands of the duly authorised representatives of the parties on
the date first above written.



The Borrower

PCCW-HKT TELEPHONE LIMITED

By:













The Agent

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

By:








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