Securities Act of 1934 - Rule 12(g)-3

November 15, 2005

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

Based on the facts presented in your letter, the Division's views are set forth below. Capitalized terms have the same meanings defined in your letter.

New CMI may take Old CMI's reporting history under the Exchange Act into account in determining whether New CMI meets the eligibility requirements for the use of Forms F-2, F-3 and F-4.

Without necessarily agreeing with your analysis, the Division will not object if New CMI, as successor to Old CMI, does not file a new registration statement under the Securities Act for the ongoing offering of securities under Old CMI's currently effective registration statement on Form F-3, provided that New CMI adopts old CMI's registration statement by filing a post-effective amendment pursuant to Rule 414 under the Securities Act.

Person's holding securities of New CMI may take into account the prior reporting history of Old CMI in determining whether it has complied with the current public information requirements of Rule 144(c)(1) under the Securities Act.

These positions are based in the representations made to the Division in your letter. Any different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/canwest111505.htm