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[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

            Writer’s Direct Dial:  +44 (0) 207 614 2280

            E-Mail:  wgroll@cgsh.com

      September 27, 2005

            Daniel F. Duchovny, Esq.

            Attorney-Advisor

            Office of Mergers & Acquisitions

            United States Securities and Exchange Commission

            100 F Street, N.E.

            Washington, D.C. 20549

            U.S.A.

            Re:

            TIM Hellas Telecommunications S.A.
 Schedule 13E-3
 Filed September 2, 2005; amended September 12, 2005
 File No. 005-50602

Dear Mr. Duchovny:

On behalf of TIM Hellas Telecommunications S.A. (“TIM Hellas” or the “Company”), Troy GAC Telecommunications S.A. (“Troy GAC”), Apax Partners Europe Managers Limited, Apax Europe VI GP Co. Limited, TPG Advisors IV, Inc., T3 Advisors II, Inc. and Socrates Kominakis (collectively, the “Filing Persons”), we have set forth below the responses of the Filing Persons to the comments of the Staff of the Commission contained in your letter dated September 20, 2005 (the “Comment Letter”).  For ease of reference, the text of each of the Staff’s comments from the Comment Letter is set forth in full in this letter in
italics with the response immediately following each italicized comment.  Capitalized terms used but not defined in this letter have the meanings ascribed to them in the definitive transaction statement (the “Transaction Statement”) filed as an exhibit to the Schedule 13E-3 (as defined below) unless otherwise indicated.

The Filing Persons are filing today an amendment to their Schedule 13E-3, initially filed on September 2, 2005 and amended by Amendment No. 1 on September 12, 2005 (the “Schedule 13E-3”), containing the revisions described in this letter and other changes.  For your convenience, a courtesy copy of today’s amendment is enclosed.

Schedule 13E-3

1.            We note that you have not included as filing persons the “Luxembourg holding companies,” instead including the “Apax Entities” and the “TPG Entities” as filing persons.  Please tell us why you have not included as filing persons the Luxembourg holding companies, the “Apax shareholders” and “TPG shareholders” or the persons controlling the Apax Entities and the TPG Entities.  Note that if the Apax and TPG Entities have no business purpose other than indirectly holding securities in TIM Hellas, we believe the persons controlling the Apax and TPG Entities should be added as filing persons.  Please provide us with additional information regarding the extent of the involvement of the persons controlling the Apax and TPG Entities in the daily
operations of its intermediaries, whether the intermediaries have a business purpose and operations other than holding the securities of the issuer, whether the intermediaries’ board of directors (or similar governance bodies) are made up of directors independent of the controlling persons and the boards are in fact independent from the controlling persons.

The Filing Persons believe that the only entities engaged in the going private transaction are TIM Hellas, Troy GAC, the Apax Entities, the TPG Entities and Socrates Kominakis.  Each of these entities is included in the Schedule 13E-3 as a Filing Person.  The Filing Persons believe that none of the Luxembourg holding companies, the Apax shareholders or the TPG shareholders are engaged in the going private transaction in a manner requiring them to comply with the disclosure, dissemination and filing requirements of Rule 13e-3 and Schedule 13E-3.

As noted on page 33 of the Transaction Statement, the Luxembourg holding companies were formed solely for the purpose of effecting the transactions contemplated by the Stock Purchase Agreement and the merger (except for one such company that had been in existence, having been formed previously and held as a “shelf company” to be available for such a transaction).  The Luxembourg holding companies have not engaged in any activities other than those incident to their formation and such transactions.  Accordingly, the Luxembourg holding companies are merely intermediate shell companies that have no business activity or purpose beyond effecting the transactions described in the Schedule 13E-3.  Further, the Luxembourg holding companies are controlled by the Apax Entities and the TPG Entities and are not independent from these controlling entities.  The Luxembourg holding companies are
not meaningful entities engaged in the transaction, and accordingly have not been included as filing persons of the Schedule 13E-3.

The Apax shareholders and the TPG shareholders have not been included as filing persons of the Schedule 13E-3 because these entities are not acting independently or directly in these transactions.  They are private equity investment funds organized as limited partnerships with no officers or directors.  They act through and are controlled by the Apax Entities and the TPG Entities, respectively.  The Apax Entities consist of Apax Partners Europe Managers Limited (“APEM”) and Apax Europe VI GP Co. Limited (“Apax GP”).  As noted on page 33 of the Transaction Statement, the principal business of APEM is to serve as the discretionary investment manager of the Apax shareholders, while the principal business of Apax GP is to act as the general partner of an entity that in turn acts as
the general partner of the Apax shareholders.  Similarly, each of the TPG Entities serves as the indirect sole general partner of related entities, including the TPG shareholders, engaged in making investments in securities of public and private corporations.  The Apax Entities and the TPG Entities are the general partners

and managing agents of the Apax shareholders and the TPG shareholders, respectively, and, accordingly, are the controlling entities of the investment funds that constitute the Apax shareholders and the TPG shareholders.  As such, it is the Apax Entities and the TPG Entities that are engaged in the transaction described in the Schedule 13E-3 and they are included as Filing Persons.  The Filing Persons believe that the investment fund shareholding entities are not independently engaged in the transaction as they are controlled in their entirety by the Apax Entities and the TPG Entities.

The Apax Entities and the TPG Entities, on the other hand, are not special purpose entities organized to hold securities of TIM Hellas.  They are, as noted, the ultimate general partners of the investment funds, overseeing and controlling the investment of the billions of dollars committed to these funds and invested in the securities of numerous different entities, of which TIM Hellas is only one.  The Filing Persons note that filings made with the SEC in other similar transactions involving private equity investment funds have generally followed the same approach as that of the Filing Persons in the Schedule 13E-3, namely that the ultimate general partners of the relevant investment funds—the real, controlling, active entities—are included as filing persons, while the investment funds themselves are not deemed to be engaged in the relevant transaction.

As required, the Filing Persons have included disclosure regarding the controlling persons of the Apax Entities and the TPG Entities in the section entitled “Information Concerning the Buyer Group” beginning on page 33 of the Transaction Statement.  This disclosure includes details regarding each of the directors and officers of the Apax Entities and the TPG Entities.  These officers and directors are not, however, separately engaged in the transaction but act solely in their capacity as officers or directors of the Apax Entities and the TPG Entities, respectively, which entities are, as noted, real corporate entities functioning with respect to numerous investments.

Thus, the Filing Persons believe that none of the Luxembourg holding companies, the Apax shareholders or the TPG shareholders, or the individual officers and directors of the Apax Entities and the TPG Entities is separately engaged in the going private transaction, and therefore they have not been included as filing persons in the Schedule 13E-3.

2.            Each filing person must individually comply with the filing, dissemination, disclosure and signature requirements of Schedule 13E-3.  Therefore, you will need to include all of the information required by Schedule 13E-3 and its instructions for any filing persons added in response to the preceding comment.  For example, include a statement as to whether each person believes the Rule 13E-3 transaction to be substantively and procedurally fair to unaffiliated security holders and an analysis of the material factors upon which each relied in reaching such a conclusion.  See Item 8 of Schedule 13E-3, Item 1014 of Regulation M-A and Question and Answer No. 5 of Exchange Act Release No. 34-17719 (April 13, 1981).  In this regard, the
reasons for the transaction and the alternatives considered by these affiliates may be different than those of the company, and this fact should be reflected in the disclosure.  To the extent a filing person is relying on the analysis of another to satisfy its obligations under Rule 13E-3, such filing person must adopt the analysis of the other.

As noted in the response to the preceding comment, the Filing Persons believe that the only entities engaged in the going private transaction are TIM Hellas, Troy GAC, the Apax Entities, the TPG Entities and Socrates Kominakis, and that no additional filing persons are required to be added to the Schedule 13E-3.  Accordingly, there is no additional disclosure that would be required in response to this comment.

3.            Please note also that you must include the information required by Items 3, 5, 6, 10 and 11 with respect to each director, executive officer and director of any corporation or entity ultimately in control of any of the filing persons.  See General Instruction C to Schedule 13E-3.  We note, for example, that you have not provided this information with respect to the Apax and the TPG shareholders.

The Filing Persons have included in the Schedule 13E-3 the required information regarding the Apax Entities, the TPG Entities, and their respective directors and officers.  As noted in response to comment 1, the Apax Entities and the TPG Entities are the entities ultimately in control of Troy GAC and TIM Hellas.  The Apax shareholders and the TPG shareholders are investment funds organized as limited partnerships with no officers or directors.  They are controlled by their general partners, the Apax Entities and the TPG Entities, respectively.  The Apax shareholders and the TPG shareholders are not entities ultimately in control of any Filing Person, but rather are controlled by the Apax Entities and the TPG Entities.  Accordingly, the Filing Persons believe there is no additional disclosure that would be required in response to this comment.

4.               We note that Apax Partners Europe Managers Limited is a filing person.  Also, in the question-and-answer “What will happen in the merger?” one of the Apax Entities is Apax Europe Managers Limited, which is not a filing person.  Please revise your disclosure as necessary to address this apparent discrepancy in the name of one of the filing persons.

As you point out, Apax Partners Europe Managers Limited is a Filing Person.  Due to a typographical error, this entity was incorrectly referred to as “Apax Europe Managers Limited” in two places in the Transaction Statement, the question-and-answer “What will happen in the merger?” and the section entitled “Information Regarding Buyer Group—Troy GAC.”  The Filing Persons have accurately identified the entity as Apax Partners Europe Managers Limited in the amendment to the Schedule 13E-3 being filed today.

Questions and Answers about the Merger, page i

5.            Please explain why it would be unusual for a special committee of directors to be formed to review the proposed merger, as stated in response to “Was there a special committee of the TIM Hellas’ board of directors?”

As noted on page 13 of the Transaction Statement, the establishment of a special committee of directors to review the proposed merger between two Greek companies is neither legally required nor common practice in Greece.  We have been advised by Greek counsel to the Filing Persons that it would be unusual for a special committee to be formed to review a transaction in the context of a merger or “taking private” transaction.  Indeed, Greek counsel to the Filing Persons have advised us that they are not aware of any such committee that has ever

been formed by a Greek company in a similar transaction.  As TIM Hellas is a company organized under the laws of Greece, the Filing Persons believe that it is appropriate for the board of directors of the Company to follow Greek legal requirements and established Greek practice in this regard and believe that the characterization of a special committee as unusual in this context, as contained in the Transaction Statement, is accurate.

6.            Refer to the question “Does this document relate to any other transactions?” on page v.  Please tell us the basis for your plan to possibly purchase securities the day before the special meeting of shareholders at prices up to the merger consideration.  Do you intend to purchase those securities in every market in which your securities are traded?  Did you consider this factor as part of your fairness determination?

As noted, among other places, on page 9 of the Transaction Statement, Troy GAC may, starting on October 3, 2005, purchase TIM Hellas securities to the extent they are available, in market transactions or otherwise, at prices up to the amount of the cash consideration to be paid for such securities in the merger.  There is no prohibition under Greek law on purchases of shares by the Filing Persons under the current facts and circumstances of this transaction, and the Filing Persons believe the Transaction Statement satisfies any requirements under Rule 13e-3 for notice prior to any purchases beginning on that date.  If undertaken, such purchases would be intended as a means to facilitate the merger and to permit shareholders to receive cash sooner than they might in connection with the merger.  As noted on page 20 of the Transaction Statement, the Buyer Group did consider this as part of its
fairness determination (insofar as TIM Hellas would not be engaged in any such purchases, it did not consider this as a factor).  Though the Filing Persons are of the view that this disclosure is sufficient to describe the possibility of purchases of TIM Hellas securities, in response to the Staff’s comment, the Filing Persons have added the following additional disclosure in the amendment to the Schedule 13E-3 being filed today:

“It is currently anticipated that any such purchases would be undertaken through an open market process in which Troy GAC or its representatives would review the TIM Hellas securities that are offered for sale or available at the time on the markets where TIM Hellas securities are publicly traded (ADSs on Nasdaq and DDRs on Euronext).  In the event that shareholders holding securities on either exchange have offered to sell at a price at which Troy GAC would be willing to purchase such securities, Troy GAC may endeavor to pursue such open market purchases.  As noted below under “Position of the Buyer Group Regarding the Fairness of the Transaction,” the Buyer Group considered whether such purchases would be fair to selling shareholders.  TIM Hellas would not itself be engaged or otherwise involved in any such purchases and, accordingly, did not consider the fact that such
purchases might occur as a factor in its fairness determination relating to the merger transaction.”

Cautionary Statement Concerning Forward-Looking Statements, page 5

7.            W