SecProbe.io

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Mail Stop 3561

      							August 10, 2005

VIA INTERNATIONAL MAIL

Mr. Yves Normand
Principal Financial Officer
Mobifon Holdings B.V.
World Trade Center
Strawindkylean 1077
1077 XX Amsterdam NE P7  00000

	Re:	Mobifon Holdings B.V.
      Form 20-F for Fiscal Year Ended December 31, 2004
      Form 6-K
		Filed May 19, 2005
		File No.  333-108879

Dear Mr. Normand:

      We have reviewed your filings 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.  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 December 31, 2004

Basic and Value-added Voice Services, page 21

1. Tell us the nature of partnerships with third party content
providers, which you implemented using a revenue sharing model.
Please tell us how you accounted for these transactions and refer
to
your basis in the accounting literature.

Distribution Channels, page 25

2. Tell us how you account for handset subsidies provided by the
dealers.  Additionally please clarify your disclosure to state, if
true, that dealer commissions are expensed when earned, even if
paid
in installments.

Schedule I - Condensed Financial Information of Registrant

3. We note that your audit report was signed by an audit firm
based
in Montreal, Canada.  We also note that your corporate office is
based in The Netherlands and your majority-owned subsidiary is
based
in Romania.  Please tell us where the majority of the audit work
was
conducted and how you concluded that it is appropriate to have an
audit report issued by an auditor licensed in Canada.  In your
response, please also address the Report of Independent Auditors
contained in Exhibit 99.2 of your Form 6-K.

Form 6-K filed on May 19, 2005

Exhibit 99.1. Operating and Financial Review and Prospects for the
Year Ended December 31, 2004

Change in Accounting Policies, page 7

4. Tell us if the lease renewals that you assumed for the purpose
of
estimating your SFAS 143 obligations are at the lessor`s option or
within your control.  Absent the indicators for reasonably assured
lease renewals as contained in paragraph 5(f) of SFAS 13, we would
presume the settlement date for a SFAS 143 obligation to be the
lease
termination date.  Please advise or revise.

5. We note your calculation of ARPU.  Revise to disclose how you
calculated the "impact of excluding in roaming and miscellaneous
revenue."  Also provide the individual components of services
revenues for the periods, which at a minimum should include,
roaming
and miscellaneous revenue.  Describe why you believe it is
appropriate to present such a measure exclusive of roaming and
miscellaneous revenues.

Year Ended December 31, 2003 Compared to Year Ended December 31,
2002, page 10

6. We note that your depreciation expense was affected by a change
in
the estimated useful lives of certain assets.  Tell us your basis
for
the change and revise to provide the disclosures required by
paragraph 33 of APB 20.

Exhibit 99.2  Consolidated Financial Statements

Notes to Consolidated Financial Statements

2. Summary of Significant Accounting Policies, page 7

Foreign Currency Translation, page 7

7. Tell us how you determined that the U.S. dollar is your
functional
currency following June 30, 2003.  Refer to paragraphs 5-9 of SFAS
52
in your response.

Loyalty Programs, page 8

8. We note that you record an expense for the cost of redemption
of
the subject awards, with the exception of that portion which is
applied towards the purchase of a handset in conjunction with the
signing of a 12-month contract which is deferred until the handset
sale and related redemption takes place.  Tell us why you believe
it
is appropriate to defer a portion of these costs and refer to your
basis in the accounting literature.  Tell us your basis for
accounting for the cost of redemption as an expense instead of a
reduction in revenue.

*    *    *    *

      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.  Please file your response
letter
via EDGAR. 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 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 Kathryn Jacobson, Staff Accountant, at (202)
551-3365 or Kyle Moffatt, Chief Accountant Branch Chief, at (202)
551-3836 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. Yves Normand
Mobifon Holdings B.V.
August 10, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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