SecProbe.io

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Mail Stop 3561

      							December 14, 2005

Mr. Marko Bogoievski
Chief Financial Officer
Telecom Corporation of New Zealand Limited
Telecom House
68 Jervois Quay
Wellington, New Zealand

	Re:	Telecom Corporation of New Zealand Limited
      Form 20-F for Fiscal Year Ended June 30, 2005
		Filed September 9, 2005
      File No. 1-10798

Dear Mr. Bogoievski:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for Fiscal Year Ended June 30, 2005

Partnership Arrangements, page 65

1. Please expand your discussion of partnership arrangements to
include disclosure on how you account for the various provisions
in
the arrangements.

Report of Independent Registered Public Accounting Firm, page F-1

2. We note your auditor`s opinion is for the financial position of
the Group as of June 30, 2005 and 2004 and the results of their
operations and cash flows for the years then ended.  Please revise
to
include an audit opinion for the fiscal year ended June 30, 2003.

3. We note your presentation of "Parent" financial statements.  If
these financial statements are unaudited, please revise to
indicate
"unaudited" under each applicable column.  If the financial
statements are audited, please ask your auditors to include an
opinion for these financial statements.

Financial Statements, pages F-2 - F-5

4. We refer to your footnote disclosure on page F-6.  Please
revise
the face of your financial statements and all applicable sections
to
indicate that the amounts are expressed in New Zealand dollars.

Statement of Financial Position, page F-4

5. We note a material balance in your receivables and prepayments
compared to your revenue for the years ended is June 30, 2005 and
2004.  Please tell us and disclose in your liquidity section the
reason for this high balance in receivables and prepayments.
Specifically focus on trade receivables, unbilled rental and
tolls,
and material disputes.

Note 1. Revenue Recognition, page F-7

6. We note that you recognize revenue from directories advertising
and related publication costs upon the publication of the
directories.  Please tell us the amount of revenue recognized from
directories advertising and related publication costs for all
periods
presented.  Also, tell us the impact directories advertising gross
margin on the related segment profit/loss and the consolidated
earnings before income tax.

Foreign Currency Transactions, page F-9

7. We refer to your statements that where capital project
commitments
are hedged against foreign currency rate risk, the exchange
difference on the hedging transaction up to the date of purchase
and
all other costs associated with the hedging transaction are
capitalized as part of the cost of the item of property, plant and
equipment.  Referencing the appropriate accounting literature,
please
tell us how you account for these transactions under U.S. GAAP.

Note 15 Long-Term Debt, page F-22

8. We note your disclosure on page F-23 regarding the TeleNotes
that
states that you can, at your sole discretion, (1) redeem the
TeleNotes for cash, (2) offer investors the option of continuing
to
hold the TeleNotes for a new term and at a new yield or (3) redeem
the notes at a price equivalent to 90% of the average closing
price
of your shares in the 10 days preceding the election date.   It
appears that some of these provisions may be embedded derivatives
which may need to be bifurcated pursuant to SFAS 133.  Please tell
us
the embedded derivatives you identified in the TeleNotes and how
you
concluded that bifurcation of these embedded features was not
required pursuant to SFAS 133.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Dean Suehiro, Senior Staff Accountant, at (202) 551-
3384
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Mr. Marko Bogoievski
Telecom Corporation of New Zealand Limited
December 14, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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