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Letter to SEC

Naspers
Limited

40
Heerengracht

Cape
Town, 8001

The
Republic of South Africa

Tel: +27
21 406 2480

Fax: +27
21 406 2921

Email:
spacak@naspers.com

Larry
Spirgel

Assistant
Director

Division
of Corporation Finance

United
States Securities and Exchange Commission

Washington,
DC 20549

USA

April 19,
2005

RE:
  Form
20-F; Filed September 30, 2004

     File
No. 1-14917

Dear Mr.
Spirgel,

I am
writing as Chief Financial Officer of Naspers Limited (the “Company”) to respond
to the comments in your letter dated March 31, 2005 (the “March 31
Letter”). This response is made pursuant to the Company’s request in our letter
dated April 7, 2005 for an extension of the Staff’s 10 business day response
deadline provided in the March 31 Letter. The comments of the staff (the
“Staff”) of the Division of Corporation Finance of the U.S. Securities and
Exchange Commission (the “Commission” or “SEC”) and our responses to each of the
numbered questions in your letter
are set forth below.

As
requested
by the Staff, the
Company acknowledges the following:

The
adequacy and accuracy of the disclosure in the filing is the responsibility of
the registrant. The registrant acknowledges that Staff comment or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing. The registrant also represents
that Staff comment may not be asserted as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

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March
31 Letter

Printing
and Distribution, page 35

      Comment
      1: We
      note that you own an entity that specializes in publication gravure and
      litho-web magazines, brochures and advertising material printing. We
      further note that you also provide distribution services. Tell us in
      detail your revenue recognition policy for these services. Tell us whether
      any of your print services also includes distribution services and how the
      distribution services impact your revenue recognition policy under SA GAAP
      and U.S. GAAP.

Response:

In
response to the Staff’s comment, the Company respectfully advises the Staff on a
supplemental basis as follows:

Revenues
from print and distribution services are recognized upon completion of the
services and delivery of the related product and customer acceptance, net of
sales taxes, VAT and discounts, and after eliminating sales within the group.

In
relation to print services the timing of the recognition of revenue is based
upon the delivery of the product to the distribution depot and acceptance by the
distributor of the client or where the customer is responsible for the transport
of the products, acceptance by the customer or its nominated transport company
at the premises of the Company. Revenues from distribution services are
recognized upon delivery of the product to the retailer and acceptance thereof.

Print and
distribution services are
separately provided
by different entities within the group and separately contracted for by third
party customers. Where these services are provided to the same client, the terms
of each separate contract are consistent with contracts where an unrelated party
provides one of the services. Revenue is recognized separately for print and
distribution services as the contracts are separately negotiated based on the
fair value for each service. These fair values are comparable with third party
competitors. It should further be noted that the shareholding of the entities
providing these services may differ, which supports the fact that the two
elements would routinely be negotiated separately and thus supports separate
revenue recognition treatment.

The
Company believes that this treatment is in compliance with AC 111: Revenue
(consistent with IAS 18: Revenue) and that there are no differences between this
treatment and the treatment required under SEC Staff Bulletin No. 104
Revenue
Recognition and EITF
00-21:
Revenue Arrangements with Multiple Deliverables.

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Critical
Accounting Policies

Revenue
Recognition, page 58

Comment
2: We
note that you recognize mobile and telecommunications value-added services
revenues based on the full amount of fees charged to end-users by mobile
operators. Tell us more about the services provided by each of your subsidiaries
that provide such services, which includes but is not limited to, M-Web
(Thailand), Tencent Holdings and Sportscn. Also include a discussion of revenues
for Internet value-added services. Tell us why you believe you should present
those revenues on a gross basis under U.S. GAAP. Refer to EITF
99-19.

Response:

In
response to the Staff’s comment, the Company respectfully advises the Staff on a
supplemental basis as follows:

Mobile
and telecommunication value-added services represented Rand 62 million, Rand 293
million and Rand 171 million (April 2003 to July 2003) of revenue for the years
ended 31 March 2002, 2003 and 2004, and were almost all (95%) derived from
Tencent Holdings, a fully consolidated subsidiary until July 2003, after which
it was reported as an equity-method investment for U.S. GAAP purposes. Mobile
and telecommunication value-added services are therefore no longer a significant
revenue source to the Company.

Mobile
and telecommunication value-added services comprise the providing of instant
messaging, ring tones, real-time information updates, picture messaging and
other content to mobile phones and devices through mobile telephone operators
and other service providers.

Internet
value-added services include email, video, audio, gaming, news and user forums
and chat rooms.

These
value-added services were presented on a gross basis, in accordance with EITF
99-19, as the subsidiaries reporting these revenues have reasonable latitude in
pricing products
and in determining specifications, are the principal driver of designing content
and technical aspects, and bear the
ultimate credit risk of the consumer for the services they provide.

Comment
3: We
note that you normally recognize revenue based on statements from mobile phone
companies, but in other circumstances, you may recognize revenue based on
internal estimates. More specifically, you estimate the amounts based on the
number of subscriptions and the volume of data transmitted between your network
gateway and the mobile operators’ network gateways as confirmed by the
operators. Supplementally tell us the amount of revenues recognized under

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this
method for each period presented. Tell us how your estimates have differed from
the actual payments received from the mobile phone companies and tell us the
impact of such differences on your results of operations for each period
presented. Provide us with a historical analysis of these differences and any
adjustments made to revenue.

Response:

In
response to the Staff’s comment, the Company respectfully
advises the Staff on a supplemental basis as follows:

Consistent
with our response to the Staff’s comment #2, the vast majority of our mobile and
telecommunications value-added services revenue and earnings are derived from
our investment in Tencent Holdings. For the year ended March 31, 2004, Tencent
reported revenue of Rmb 778.8 million (Rand 668 million) of which Rmb 59.2
million (Rand 50.8 million), or 7.6%, was based on the period-end estimation
process for which mobile phone service provider confirmations had not yet been
received. The subsequently determined variance between the estimated revenue
amount and that ultimately recorded based on mobile phone provider confirmations
was Rmb 1.9 million (Rand 1.6 million), or 3.2% of estimated revenue and 0.2% of
total annual revenue for Tencent Holdings. This difference was adjusted in the
subsequent accounting period. The difference of Rmb 1.9 million (Rand 1.6
million) represents 0.01% of total Company revenue and 0.2% of Company net
income prepared in accordance with SA GAAP (0.1% for U.S. GAAP) based on its
36.1% interest in Tencent Holdings. In fiscal years 2002 and 2003, due to the
insignificance of the impact on revenue and net income of our mobile and
telecommunications value-added services, the Company used the confirmed basis to
record revenue and therefore no differences existed between the recorded values
for the years ended March 31, 2002 and 2003 and that paid by the mobile phone
providers.

Results
of Operations: 2004 Compared to 2003

Operating
Profit, page 68

Comment
4: We
refer to your discussion of your accounting for hedged U.S. dollar programming
costs of M-Net and SuperSport at the spot rate on the date of the transaction,
whereas such costs were previously accounted for at the rate of the foreign
exchange contract. Tell us in detail your accounting under SA GAAP and if there
are any differences under U.S. GAAP.

Response:

Until
April 1, 2003, under SA GAAP, M-Net and SuperSport recorded their U.S. dollar
hedged foreign programming received at the average forward exchange rate

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for the
year and the corresponding amount was recorded as a liability. Until the
liability was ultimately settled, the liability was revalued at the end of each
financial period to the new average forward exchange rate for the period. This
treatment was in line with the requirements of the South African Accounting
Standard, AC 112, Changes
in Foreign Exchange Rates. This
standard did not require the mark-to-market of forward exchange contracts which
gave rise to significant differences between SA GAAP and U.S. GAAP which is
described in more detail in our responses to Comment # 8. From April 1, 2003,
M-Net and SuperSport adopted AC 133, Financial
Instruments: Recognition and measurement. As a
consequence, both companies changed their respective accounting policies to
account for foreign programming rights purchased at the spot rate on the date of
the transaction (i.e. the date the programming is received and the risks and
rewards of ownership pass). AC 133 requires companies to record the liability at
the spot rate on the date of the transaction and then revalue the liability on a
monthly basis using the closing spot rate, giving rise to a foreign exchange
gain or loss in the income statement. The cumulative effect of this adjustment
was recorded in SA GAAP opening retained earnings on April 1, 2003, in line with
the requirements of AC 133. Prior year comparatives were not restated, as per
the requirements of the transitional provisions of AC 133.

From
April 1, 2003, in accordance with AC 133, M-Net and SuperSport’s foreign
exchange contracts were accounted for as derivative financial instruments which
were initially measured at cost and subsequently remeasured at fair value. The
derivative financial instruments did not qualify for hedge accounting and
therefore any changes in the fair value of the derivative instruments were
accounted for directly in opening retained earnings at April 1, 2003 and in the
income statement for the year ended March 31, 2004.

Subsequent
to April 1, 2003, there were no differences between SA GAAP and U.S. GAAP on
these transactions as FAS 133, Accounting
for Derivative Instruments and Hedging Activities,
requires derivative financial instruments to be measured at cost initially and
subsequently remeasured at fair value. The requirements for qualification for
hedge accounting are similar to those required by AC 133 and the companies did
not qualify for hedge accounting under either U.S. GAAP or SA GAAP, and changes
in fair value have been taken through the income statement. In addition, the
programming contracts (asset) are recorded at spot, with the liability for this
programming (denominated mainly in U.S. dollars) being recorded at the closing
rate at the end of each month. Prior to April 1, 2003, there was a difference
between SA and U.S. GAAP as described above, related to the difference between
valuing the liabilities using the forward rate at year-end (SA GAAP), versus the
closing spot rate at year-end (U.S. GAAP). This difference was recorded in the
M-Net and SuperSport reconciliation between U.S. GAAP and SA GAAP for the years
ended March 31, 2002 and 2003. The results of

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M-Net and
SuperSport, joint ventures, were then equity accounted by Naspers
Limited.

Item
18. Financial Statements

2.
Principal Accounting Policies

(p)
Revenue Recognition, page F-13

Comment
5: We
note that you recognize advertising revenues from print media products upon
publication over the period of the advertising contract. Discuss in detail your
print media products and the related advertising contracts. Provide us more
details of your accounting policy under SA GAAP and tell us why you believe
recognition of revenue upon publication is appropriate. Further, tell us if your
policy considers delivery of the print media product. If different, describe
your accounting policy under U.S. GAAP.

Response:

In
response to the Staff’s comment, the Company respectfully advises the Staff on a
supplemental basis as follows:

As
referred to in the Staff’s comment, advertising revenues from print media
products are recognized upon publication over the period of the advertising
contract. Print media products from which advertising revenues are earned
consist of weekly and monthly magazines and daily and weekly newspapers.
Advertising contracts are entered into on an ad hoc basis or for a set number of
advertisements.

In terms
of its revenue recognition policy, the Company regards publication to be when
the print media products have been delivered to the retailer and are available
to be purchased by the general public. Alternatively, revenue to direct
subscribers is recorded upon delivery of the product to the subscriber, where
applicable. The contractual arrangement between the Company and the advertiser
requires the Company to include the advertisement in the magazine or newspaper
and to publish that product and is not dependant on the number of issues sold.
Accordingly, the Company believes that it is appropriate to recognize the
advertising revenue on publication of the periodical in which it is
included.

It should
further be noted, that when an advertising contract is entered into for more
than one advertisement, revenue is recognized proportionally for each
advertisement when publication occurs.

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The
Company believes that this treatment is in compliance with AC 111: Revenue and that
there are no
differences between this treatment and the treatment required under SEC Staff
Bulletin No. 104 Revenue
Recognition.

20.
Provisions, page F-50

Comment
6: We
note that you have reversed numerous provisions into income during the years
ended March 31, 2004 and 2003. Explain your rationale for the initial recording
of each provision and your basis for reversing each provision. Tell us if your
accounting differs under U.S. GAAP. Disclose the impact of the reversal of such
provisions in your MD&A.

Response:

In
response to the Staff’s comment, the Company respectfully advises the Staff on a
supplemental basis as follows:

In the
year ended March 31, 2003, unutilised provisions reversed to income amounted to
Rand 55.6 million. This amount consisted of the reversal of the unutilised
balance of provisions in respect of discontinuing operations amounting to Rand
36.9 million, the release of warranty provisions of Rand 12.5 million and
various other provisions amounting to Rand 6.3 million (including allowance for
accounts receivable of Rand 1.2 million and provision for obsolete inventories
of Rand 1.5 million).

Discontinuing
operations

Following
the slowdown in technology markets in 2001, a decision was taken to discontinue
the stand-alone Mindport business which was conducting the Company’s broadband
initiatives and integrated business system software products. The announcement
of this decision was included in the Company's interim results which were
published in November 2001, where the re