UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-A

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

                       Media Century International Limited

             (Exact name of registrant as specified in its charter)



                         
                  British Virgin Islands                                          Not Applicable
         (State of incorporation or organization)                      (I.R.S. Employer Identification No.)
              Room 3505-06, 15 Queen's Road Central, Hong                         Not Applicable
              Kong
         (Address of principal executive offices)                                   (Zip Code)


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is
effective pursuant to General Instruction A.(c), check the following box.  __

If this form relates to the registration of a class of securities pursuant Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction A.(d), please check the following box. X

Securities Act registration statement file number to which this form relates:   333-111855

Securities to be registered pursuant to Section 12(b) of the Act:

              Title of each class                                        Name of each exchange on which
              to be so registered                                        each class is to be registered
                      Not Applicable                                              Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:



                                  Common Stock
                                (Title of Class)





                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

         Item 1.  Description of Registrant's Securities to be Registered.

     Incorporated  herein by  reference is the  description  of Common Stock set
forth  under  the  heading  "Description  of  Common  Stock"  contained  in  the
Registrant's  Registration  Statement on Form F-1 (Registration No.  333-111855)
under the Securities Act of 1933, as amended.

         Item 2.  Exhibits.

EXHIBIT

NUMBER              DESCRIPTION

3.1  Memorandum of Association of the Registrant  (incorporated  by reference to
     Exhibit  3.1  to  the  Registrant's  Registration  Statement  on  Form  F-1
     (Registration No. 333-111855)

3.2  Articles of  Association of the  Registrant  (incorporated  by reference to
     Exhibit  3.2  to  the  Registrant's  Registration  Statement  on  Form  F-1
     (Registration No. 333-111855)

3.3  Resolution  to  Amend  the  Authorized  Share  Capital  of  the  Registrant
     (incorporated by reference to Exhibit 3.3 to the Registrant's  Registration
     Statement on Form F-1 (Registration No. 333-111855)

4.1  Specimen  Certificate for the  Registrant's  Common Stock  (incorporated by
     reference to Exhibit 4.1 to the Registrant's Registration Statement on Form
     F-1 (Registration No. 333-111855)

                                    SIGNATURE

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.

Date:    February 15, 2004      MEDIA CENTURY INTERNATIONAL LIMITED
                                  (Registrant)

                                By:   /s/ Li Sze Tang

                                Name: Li Sze Tang

                                Title:  Chief Executive Officer