Exhibit 4(tt)

                                                                 EXECUTION COPY


Supplemental Agreement



between

PCCW Limited

as Company



China Netcom Group Corporation (BVI) Limited

as Subscriber


and


China Network Communications Group Corporation
(Company's Name in Chinese)
as China Netcom


relating to


the Subscription Agreement dated 19 January 2005
between the parties




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>


THIS AGREEMENT is dated 7 February 2005 and made

BETWEEN:

(1)  PCCW LIMITED, (the "Company"), a company incorporated in Hong Kong with
     limited liability and whose registered office is at 39th Floor, PCCW
     Tower, TaiKoo Place, 979 King's Road, Quarry Bay, Hong Kong;

(2)  CHINA NETCOM GROUP CORPORATION (BVI) LIMITED, (the "Subscriber"), a
     company incorporated in the British Virgin Islands and whose registered
     office is at P.O. Box 3140, Wickhams Cay 1, Road Town, Tortola, British
     Virgin Islands (Business registration number 341457); and

(3)  CHINA NETWORK COMMUNICATIONS GROUP CORPORATION (Company's name in
     Chinese), ("China Netcom"), a state-owned enterprise established under the
     laws of the People's Republic of China and whose registered office is at
     No.1 Beihuan Donglu, Beijing Development Area, Beying 100176, PRC.

Background:

(A)  Pursuant to an agreement dated 29 January 2005 between the Parties (the
     "Subscription Agreement"), the Company agreed to issue and the Subscriber
     agreed to subscribe for certain Shares in the Company.

(B)  The Parties now wish to amend certain terms of the Subscription Agreement.


IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THlS AGREEMENT, THE
PARTIES AGREE THAT:

1.   Definitions

     Capitalized terms used in this Agreement (including the recitals above),
     shall, unless otherwise defined, have the meanings ascribed to them in the
     Subscription Agreement.

2.   Amendment

2.1  The words "and the anti-dilution fights granted in favour of each of the
     Substantial Shareholders pursuant to the Substantial Shareholders
     Anti-Dilution Agreements" shall be deleted from clause 3.1(A)(3) of the
     Subscription Agreement.

2.2  For the avoidance of doubt, all other provisions of the Subscription
     Agreement shall remain in full force and effect.

3.   Agreed form EGM resolution

     The agreed form Ordinary Resolution for the Extraordinary General Meeting
     of PCCW Limited referred to in the Subscription Agreement shall be revised
     to accord with the form set out in Appendix 1 to this Supplemental
     Agreement (or with such further changes as are required by the Stock
     Exchange or the SFC or agreed between the Parties).


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<PAGE>


4.   Law

     This Supplemental Agreement shall be governed by and construed in
     accordance with the laws of England for the time being in force.

5.   Contracts (Rights of Third Parties) Act 1999

     No person who is not for the time being a Party to this Supplemental
     Agreement shall have any right under the Contracts (Rights of Third
     Parties) Act 1999 to enforce any term of this Supplemental Agreement.

6.   Counterparts

     This Supplemental Agreement may be executed in any number of counterparts,
     which shall together constitute one agreement. Any Party may enter into
     this Supplemental Agreement by signing any such counterpart.

AS WITNESS the hands of the duly authorised representatives of the Parties on
the day and year first before written.


SIGNED by Peter A. Allen      )
for and on behalf of          )
PCCW LIMITED                  )    /s/ PA
in the presence of:           )


/s/ Shelly Chiang        /s/ [illegible]

SIGNED by                     )
for and on behalf of          )
CHINA NETCOM GROUP            )
CORPORATION (BVI) LIMITED     )
in the presence of:           )


SIGNED by                     )
for and on behalf of          )
CHINA NETWORK COMMUNICATIONS  )
GROUP CORPORATION             )
in the presence of:           )


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<PAGE>


                                   SCHEDULE 1


             Agreed Form Ordinary Resolution for the Extraordinary
                        General Meeting of PCCW Limited

"THAT:

(A)  the authorised share capital of the Company be increased from
     HK$1,600,000,000 to HK$2,500,000,000 by the creation of 3,600,000,000 new
     ordinary shares of HK$0.25 each, such shares to rank pari passu in all
     respects with the existing ordinary shares of HK$0.25 each in the issued
     capital of the Company;

(B)  the allotment and issue by the Directors of 1,343,571,766 new shares of
     HK$0.25 each in the capital of the Company (as increased pursuant to
     paragraph (A) above) at a price of HK$5.90 per share pursuant to and on
     the terms set out in the subscription agreement dated 19 January 2005
     entered into between the Company, China Netcom Group Corporation (BVI)
     Limited and China Network Communications Group Corporation (a copy of
     which has been produced to this Meeting marked "A" and initialled by the
     Chairman of this Meeting for the purpose of identification) be approved;
     and

(C)  the granting of the Anti-Dilution Rights (as defined and described in the
     circular to shareholders of the Company dated [14] February 2005) to China
     Network Communications Group Corporation and the issue of new shares of
     the Company, any securities convertible into or exchangeable into shares
     of the Company, and/or any warrants or other rights to subscribe for
     shares of the Company on exercise from time to time of the Anti-Dilution
     Rights by China Network Communications Group Corporation be approved,
     confirmed and ratified."


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