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August 15th, 2005

Mr. Larry Spirgel

Assistant Director

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 3561

100 F St. NE

Washington, DC 20549-3561

United States of America

    Re:

    Primacom AG

    Form 20-F for Fiscal Year Ended December 31, 2004

    Filed April 29, 2005

    File No. 0-30004

Dear Mr. Spirgel:

We are responding to your letter dated June 30, 2005 relating to Primacom AG’s (the “Company”)
annual report on Form 20-F for the fiscal year ended December 31, 2004 (the “2004 Form 20-F”).

For your convenience, the Staff’s comments have been retyped below in boldface type, and the
Company’s responses are provided immediately after each comment.

    1.

    Refer to the penultimate paragraph of page F-6, which indicates that you believe that
the Second Secured Loan has an equity character, as defined by German law. Please explain
to us why you believe your Second Secured Loan has an equity character under German law.
Tell us your consideration of whether the Second Secured Loan should be accounted for as an
equity investment in your subsidiary-investee, Primacom Management GmbH, under US GAAP; and
your basis for continued control and consolidation of this investee. Please refer to all
pertinent authoritative US GAAP literature in your response.

    The German company law to which we refer to is sec. 32a and b of the German law pertaining
to limited liability companies and sec. 57 German Stock Corporation Act in combination with
the established equity replacement case law of the Federal Supreme Court of Justice (in
German: “§ 32a, b GmbHG, § 57 AktG und die Rechtsprechungsregeln zum Eigenkapitalersatz”)
which provides guidance and regulation on how corporations should behave during a period of
financial crisis.

    One of the law’s main provisions is that during a period of financial crisis Shareholder
Loans are deemed to have an equity character and are effectively subordinated to
3rd party debt. Such loans cannot be serviced (i.e. no interest or other related
payments made ) as long as the crisis continues. Also during such a period the Vorstand
(principle officers of the company) are personally liable for any payments made in breach of
these rules. Should the crisis lead to insolvency, then the subordination would remain. If
the crisis is resolved, then the servicing of the Shareholder Loan can be resumed.

    Furthermore, a 3rd Party loan may, in some circumstances and if certain criteria
are met, be deemed to have the same character as a Shareholder Loans in which case the same
rules as above apply.

    There is no clear case law which provides definitive guidance on this issue. However, should
a lender, through the combination of covenants, extensive rights of consent, behaviour etc.,
be deemed to be in a position to influence the Company’s business as if he were shareholder
then the above criteria would be met.

    The Company clearly is in a period of financial crisis. Therefore, it was necessary to
determine whether the Second Secured Loan would qualify for the above treatment. Expert
legal opinions were commissioned by the Company and these have clearly confirmed that the
Second Secured Loan meets the above criteria and should, in accordance with the provisions
of sec. 32a and b of the German law pertaining to limited liability companies and sec. 57
German Stock Corporation Act in combination with the established equity replacement case law
of the Federal Supreme Court of Justice, be deemed to have an equity character.
Consequently, as of December 2004, the Company stopped all interest and related payments to
the Second Secured Lenders. The affirmative action claims filed by the Company in the
German courts in December 2004 seek inter alia a specific declaration on this issue.

    Subsequently, as noted in our Form 6-K file on 19th May 2005, the Second Secured
Lenders served the Company with a notice of default and demand for the entire loan, accrued
interest and other related costs.

    Accounting treatment

    The above rules (through subordination of the loan) protect the Company’s liquidity and also
the interests of normal creditors. The protection is essentially of a temporary nature.
More importantly, the application of these rules in no way changes the underlying financial
obligation. Therefore the obligation is a loan and not an equity investment and is accounted
for as such. Unpaid interest continues to be recorded as an expense.

    The Company cannot determine with absolute certainty whether it will prevail in the above
mentioned litigation. Therefore, in view of the acceleration of the loan by the Second
Secured Lenders, we have classified the Second Secured Loan as a current liability, which,
together with the related footnotes, provides readers with an appropriate description and
assessment of the Company’s obligations

    2.

    Disclose in future filings how you recognize advertising sales revenue, fiber optic
capacity leasing and revenue from barter transactions, as applicable.

    As the revenue from advertising, fiber optic capacity leasing and barter transactions is not
significant, the Company has not separately disclosed its revenue recognition policies
related to these revenue streams. We supplementally advise the Staff that the revenue in
2004 from fibre optic leasing was € 4.1 million, barter deals € 60,000 and advertising €
7,500. The Company proposes to continue its current revenue recognition policy disclosures
and include disclosures in the future if the amounts change and become significant.

    3.

    Disclose in future filings and tell us in your response letter how you account for
programming costs and related programming carriage incentives.

    Programming costs for the Company are minimal (i.e. approximately € 3.3 million in 2004) as
most content in Germany and The Netherlands is of a cost free nature. For purchased content,
the cost per subscriber is negotiated on an annual basis and is recognized throughout the
year based upon invoiced amounts.

    Programming carriage incentives are also relatively insignificant for the Company. Total
incentives during 2004 were € 2.9 million in Germany and € 1,9 million in the Netherlands.
Programming carriage incentives in Germany are based upon per subscriber amounts which are
negotiated annually. The revenue is recognized when invoiced to the content provider each
quarter or semi-annually. In The Netherlands the revenue is also based upon per subscriber
amounts which are pre-billed to the content providers based upon estimates of subscribers.
The revenue is deferred and recognized ratably over the quarter or half year.

    Based upon the amounts of the programming costs and programming carriage incentives, the
Company has not separately disclosed its recognition policies. The Company proposes to
continue its current revenue and cost recognition disclosures and include disclosures in the
future if the amounts change and become significant.

    4.

    In light of the impairments of long-lived assets recognized in 2002 and 2003, the
Company’s history of losses, its substantial debt, the risks of insolvency, and the
possible sale of Multikabel, it is unclear to us why Primacom AG has not recognized
impairment in the value of goodwill. With a view towards expanded disclosure in future
filings, please explain to us in detail how you have applied the guidance in SFAS No. 142
to your operations. Please address the following questions as part of your response to
this comment.

    •

    Tell us how you determined your SFAS 142 reporting units,

    •

    Identify those SFAS 142 reporting units and explain how you allocated goodwill
to each unit,

    •

    Please provide us a copy of your most recent goodwill impairment test,

    •

    Tell us if the assumptions used in your 2002 and 2003 goodwill impairment tests
(cash flows and discount rates) were consistent with the assumptions used in your
2002 and 2003 SFAS 144 asset impairment tests.

    Reporting Units

    Currently, the Company operates in both The Netherlands and in Germany. In The
Netherlands, the Multikabel subsidiary operates and serves its customers from one main
network. This network is comprised of various long-lived assets, from network cabling to
set-top boxes. The Multikabel cable system delivers their programming to their customers
from various “head ends” that are directly attached to the main network. Since, the
entire network at Multikabel is comprised of fixed assets that are dependent on each
another, the Company considers this entity to consist of only one business, as defined
in EITF 98-3, and therefore only one component. Since Multikabel (the Netherlands) was
determined under FAS 131 to be a reportable segment and constitutes only one business,
it constitutes one reporting unit under the provisions of FAS 142.

    The network configuration in Germany is significantly different from that in The
Netherlands. Germany is comprised of many different independent networks that serve
separate customer bases. Each of these independent networks resides primarily in
separate legal entities wholly owned by the Company. This structure resulted from
historic expansion and the acquisition of approximately 18 companies purchased over the
last six years. Since, each of these networks operates and serves different sets of
customers independent of one another, the Company determined that each separate legal
entity constitutes a business, as defined in EITF 98-3.

    However, as required by FAS 142, two or more components of an operating segment should
be aggregated and deemed a single reporting unit if the components have similar economic
characteristics

    In determining whether the separate legal entities in Germany should be combined into
one reporting unit based on their economic similarities, the Company considered the
following factors in addition to those in paragraph 17 of FAS 131:

    The manner in which its entities operate their business and the nature of those
operations.

    Each of the components for Germany are engaged in the exact same type of business:
cable television.

    Whether goodwill is recoverable from the separate operations of each component
business or from two or more component businesses working in concert.

    Given the nature of the cable television market in Germany, goodwill associated with
the various components in Germany is more likely recoverable based on multiple
components vs. a single component given the necessity of a large customer base to
generate cash flow.

    The extent to which the component businesses share assets and other
resources, as might be evidenced by extensive transfer pricing mechanisms.

    The component businesses in Germany do not share assets and other resources.

    Whether the components support and benefit from common research and development
projects.

    There is very little research and development done.

    An operating segment should be deemed to be a reporting unit if all of its components
have similar economic characteristics, if none of its components is a reporting unit, or
if it is comprised of only a single component.

    Based on the information provided above, the Company includes all of its wholly owned
subsidiaries in Germany in one reporting unit.

    As a result of the above evaluation and for the purposes of SFAS 142, the Company has
defined two reporting units that match the current segments, as defined by SFAS 131:
Germany and the Netherlands.

    The Company accounts for goodwill at each entity that produced the goodwill in the
purchase business combination. Therefore, the Company did not need to allocate the
goodwill already recognized in the financial statements into the reporting units, since
it was possible to specifically identify the reporting unit to which the goodwill
related.

    Goodwill Impairment Test

    The following is a summary of the goodwill impairment test that the Company performed as
of October 1, 2004 in connection with the preparation of its 2004 consolidated financial
statements:

    Quoted market prices for the Company’s reporting units are not available. Therefore, an
estimate of fair value was prepared based on a present value technique, which management
believes is the best method available to estimate the fair value of the reporting units.

    The basis used for the assessment of the fair value of the reporting units was free cash
flow, which had been defined as earnings before interest, taxes, depreciation and
amortization (“EBITDA”) less capital expenditures and plus or minus changes in working
capital.

    The key assumptions used for 2004 and 2003 are summarised below:-

    Germany

    December 31,
2004

    December 31,
2003

    Number of years to
calculate cash flows

    5 years plus terminal value

    5 years plus terminal value

    Terminal value

    Year 5 X (1+Terminal Growth Rate)

/ (WACC — Terminal Growth Rate)

    Year 5 X (1+Terminal Growth Rate)

/ (WACC — Terminal Growth Rate)

    Base year cash flow

    2005 budget

    2004 budget

    Cash flows per year

    EBITDA-CAPEX +/- Taxes

+/ Change in Working Capital

    EBITDA-CAPEX +/- Taxes

+/ Change in Working Capital

    EBITDA growth per year

    Based on long range plan

    4.5
    %

    WACC

    9.25
    %

    9.25
    %

    Capital expenditures
(CAPEX) per year per
subscriber

    Based on long range plan

    €
    12.50

    Subscriber / customer

growth per year

    Based on long range plan

    1
    %

    The Netherlands

    December 31,
2004

    December 31,
2003

    Number of years to
calculate cash flows

    5 years plus terminal value

    5 years plus terminal value

    Terminal value

    Year 5 X (1+Terminal Growth Rate)

/ (WACC — Terminal Growth Rate)

    Year 5 X (1+Terminal Growth Rate)

/ (WACC — Terminal Growth Rate)

    Base year cash flow

    Based on long range plan

    Based on long range plan

    Cash flows per year

    EBITDA-CAPEX +/- Taxes

+/ Change in Working Capital

    EBITDA-CAPEX +/- Taxes

+/ Change in Working Capital

    EBITDA growth per year*

    Based on long range plan

    Based on long range plan

    WACC

    9.52
    %

    9.48
    %

    Capital expenditures
(CAPEX) per year

    Based on long range plan

    Based on long range plan

    Free cash flows were discounted using the company’s weighted average cost of
capital (“WACC”), which is described below in more detail.

    For the German reporting unit in 2004 and the Netherlands reporting unit for 2003 and
2004 Cash flows were projected by individual network and aggregated by reporting unit
for five years plus a terminal value.

    For the German reporting unit in 2003 Cash flows were projected by individual network
and aggregated by reporting unit for the base year (2004) cash flows. The base year cash
flows were extrapolated for the remaining periods using growth assumptions from the
higher level Long range plan.

    The growth rate used in the calculation of the terminal value was 1% for Germany and 2%
for the Netherlands reflecting the greater maturity and therefore higher saturation of
the German market.

    A marginal statutory tax rate of 35% was used for 2003 and 34.5% for 2004 for The
Netherlands and 38 % for 2003 and 2004 for Germany.

    The WACC utilised for the German reporting unit was 9.25% and 9.25% in 2003 and 2004,
respectively. The WACC utilised for The Netherlands’ reporting unit was 9.48% and 9.52%
in 2003 and 2004, respectively.

    The development of WACC is shown in the table below:-

    Germany

    2004

    2003

    WACC based on target capital structure

    9.25
    %

    9.25
    %

    Cost of Debt

    Cost of Debt before Taxes

    9.50
    %

    9.50
    %

    Spread

    1.45
    %

    1.45
    %

    Marginal tax Rate

    38.00
    %

    38.00