SecProbe.io

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Mail Stop 3561

      							August 18, 2005

Mr. Jose Gustavo Pozzi
General Manager and Sole Officer
Nortel Inversora S.A.
Alicia Moreau de Justo 50
Piso 11
C1107AAB-Buenos Aires
Argentina

	Re:	Nortel Inversora S.A.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed June 29, 2005
		File No. 1-14270

Dear Mr. Pozzi:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future 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 December 31, 2004

Results of Operations, page 44
Revenues from Wireless Telecommunications Service Business
Segment,
page 47

1. We note your presentation of "average revenue per user."  Since
we
cannot exactly recalculate the measure based on the information
disclosed in the filing, in future filings, please provide
additional
disclosure regarding how the measure is calculated and consider
disclosing each of components used in the calculation of the
measure
within the filing.

Other Operating and Maintenance Expenses, page 50

2. When you attribute changes in significant items to more than
one
factor or element, break down and quantify the separate impact of
each factor or element.  See Financial Reporting Codification
501.04
and 501.05.

Net Loss/Income, page 51

3. We note on page F-39 that net income is your segment measures
of
profit and loss.  However your discussion of net income is brief
and
does not provide a detailed discussion based on segments.  Please
expand your discussion to include a detailed analysis of segment
results that provides a transparent view of how management
assesses
and analyzes net income.

3. Preparation of financial statements
(d) Use of estimates, page F-10

4. We refer to your statement that the accompanying consolidated
financial statements were prepared assuming: i) a favorable
outcome
to the tariff renegotiation process mentioned in Note 2.c) and ii)
the successful outcome of the financial restructuring described in
Note 8.  In this regard we did not see a U.S. GAAP reconciliation
given effect to your statement above.  As such:
* With regard to the debt restructuring, tell us specifically the
debt restructuring you are referring to in Note 8.  If you are
referring to the in-process restructuring debt referred to in Note
8.3 tell us how you considered U.S. GAAP, particularly address
paragraph 17 of SFAS 5.
* With regard to the favorable outcome to the tariff
renegotiation,
given that you state on page F-8 that as of the date of these
financial statements, there can be no assurance as to the final
outcome of the renegotiation process, including, but not limited
to,
the renegotiation of tariffs, tell us how you considered U.S.
GAAP,
particularly address paragraph 17 of SFAS 5.

4. Summary of significant accounting policies

 (b) Revenue recognition, page F-11

5. We note your statement that reconnection fees charged to
customers
when resuming service after suspension are deferred and recognized
ratably over the average life of those customers who are assessed
a
reconnection fee.  Tell us why you believe that you do not need to
include a reconciling item to US GAAP with regard to the
accounting
of these reconnection fees.

(e) Trade accounts, other receivables and payables, in currency,
arising from the sale or purchase of goods and services and
financial
transactions, page F-13

6. We note your statement that certain receivables and payables on
the sale or purchase of goods and services, respectively, and
those
arising from financial transactions, are measured based on the
calculation of their discounted value using the internal rate of
return of such assets or liabilities at the time of initial
measurement.  We also note your statement on page F-52 which
states
that the carrying value for your accounts receivables and accounts
payables approximates fair value.  These two statements appear to
contradict each other, please clarify.

5. Breakdown of the main accounts
(n) Other expenses, net, page F-21

7. Tell us what $59 million in termination benefits relates to and
how you account for it in accordance with U.S. GAAP.  If these
termination benefits relate to exit and disposal activity as
defined
by paragraph 2 of SFAS 146, provide us and disclose in future
filings
all information required be paragraph 20 of SFAS 146.

8. We note that you recorded $24 million of provisions for
contingencies.  We also note on page F-37 that you are a party to
several civil, tax, commercial and labor proceedings and claims
that
have arisen in the ordinary course of business and you have
established reserves for an aggregate amount of $244 million to
cover
potential losses under these claims.  In this regard, tell us in
detail and disclosure in future filings the nature of these
reserves
as per paragraph 8-10 of SFAS 5.

7 - Related party transactions, page F-23

9. We refer to your footnote (e) which states that "the Telecom
Group
had between 10% and 25% of the capital stock is such companies."
Tell us if you still own this stock and if so, how you are
accounting
for this investment under Argentine and U.S. GAAP.

8 - Debt of the Telecom Group
8.1. The Telecom Group`s short-term and long-term debt, page F-24

10. Tell us in detail what is included in the $376 million gain on
debt restructuring.  Tell us how you accounted for this under U.S.
GAAP.

16. Differences between Argentina GAAP and US GAAP
i)  Cash flows statement classification differences, page F-58

11. Notwithstanding your disclosures about the classification
differences, in future filings, you should include statements of
cash
flows in accordance with US GAAP or a reconciliation of the major
classifications of the statement of cash flows under US GAAP.

m)  Other comprehensive income, page F-59

12. Tell us why you did not record foreign currency translation
for
the year ended December 31, 2004.

 Item 15. Controls and Procedures, page 93
Evaluation of disclosure controls and procedures, page 93

13. We refer to your statement that "the Company`s General Manager
and Sole Officer, after evaluating the effectiveness of the
Company`s
`disclosure controls and procedures` (as defined in the Exchange
Act
Rules 13a-14(c) and 15-d-14(c))."  Please be advised that
"disclosure
controls and procedures" is defined in Exchange Act Rules 13a-
15(e)
and 15d-15(e), not Rules 13(a)-14(c) and 15d-14(c).  Please
confirm
to us that you used the definition in Exchange Act Rules 13a-15(e)
and 15d-15(e).

14. The conclusions of management regarding the effectiveness of
your
disclosure controls and procedures appears to be based upon the
definition of disclosure controls and procedures set forth in Rule
13a-15(e) under the Securities Exchange Act of 1934.  As
described,
however, the evaluation does not fully conform to the definition
in
the rule.  Specifically, the description does not indicate that
your
disclosure controls and procedures are designed to ensure that
information is recorded, processed, summarized and reported,
within
the time periods specified in the Commission`s rules and forms or
that information is accumulated and communicated to management,
including the principal executive and financial officers, as
appropriate to allow timely decisions regarding required
disclosure.
Please confirm this to us and revise your future filings
accordingly.
Alternatively, you may simply state that your principle executive
officer and principle financial officer concluded on the
applicable
dates that the Company`s disclosure controls and procedures were
effective.

Change in internal controls, page 93

15. We note your disclosure that "[t]here have been no significant
changes in the Company`s internal controls."  Item 308(c) of
Regulation S-K requires the disclosure of any change in your
internal
control over financial reporting identified in connection with an
evaluation that occurred during the period covered by your report
that has materially affected, or is reasonably likely to
materially
affect, your internal control over financial reporting.  Please
confirm for us that there was no change in your internal control
over
financial reporting that occurred during the period covered by
this
20-F that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting,
and provide the disclosure required by Item 308(c) of Regulation
S-K
in future filings.

Exhibits

16. We note that you only provide certifications signed by your
General Manager and Sole Officer.  Please tell us in your response
letter whether this individual also acts as the principal
executive
officer and principal financial officer.  If so, in future filings
provide titles underneath the signature that indicates the
individual
acts as both the principal executive officer and principal
financial
officer.  You should also indicate this fact in the signatures
section of your 20-F.  Otherwise, please tell us who does act as
the
principal financial officer.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Please file your response letter in EDGAR.
Detail letters greatly facilitate our review.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 Ivette Leon, Assistant Chief Accountant, at (202) 551-
3351 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. Jose Gustavo Pozzi
General Manager and Sole Officer
August 18, 2005
Page 6

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

         DIVISION OF
CORPORATION FINANCE

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