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Response to SEC Comment Letter

CONFIDENTIAL TREATMENT
REQUESTED BY MOBIFON HOLDINGS B.V.

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549

Attention: Larry Spirgel

Assistant Director

Capelle aan den IJssel,
12 September 2005

     Re:

MobiFon Holdings B.V.

Form 20-F for the fiscal year ended 31 December 2005

Form 6-K

Filed 19 May 2005

File No. 333-1088879

Dear Mr. Spirgel

We have received your comment letter
of 10 August 2005 regarding the above referenced periodic filings of MobiFon Holdings B.V.
(“Holdings” or the “Company”).

We note for the information of the
Staff that concurrent with the submission to you of this letter, confidential treatment of
this response letter is being requested under the Commission’s rules pursuant to the
accompanying confidential treatment request. Accordingly, this response letter is being
filed by hand and not via EDGAR. A redacted copy has been filed via EDGAR.

We also note for the information of
the Staff that Vodafone International Holdings, B.V., a wholly owned subsidiary of
Vodafone Group Plc (“Vodafone”), purchased the Company’s direct parent,
ClearWave N.V. (“ClearWave”), from a subsidiary of Telesystem International
Wireless Inc. (“TIW”) on 31 May 2005. As a result the Company is now an indirect
subsidiary of Vodafone. The Company furnished a news release issued by Vodafone regarding
this change of ownership on Form 6-K on 1 June 2005. Following the above change in
ownership, the Company’s certifying officers under Rule 302 and Rule 906 of the
Sarbanes Oxley Act of 2002 are now Erik de Rijk (CEO) and Michiel Heere (CFO).

As requested, we acknowledge 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 defence in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

MobiFon Holdings B.V.

Rivium Quadrant 173-177, 15th floor

2909 LC Capelle aan den IJssel, The Netherlands

Telephone: +31 10 498 7711, Facsimile: +31 10 498 7722

Registered at the Chamber of Commerce No.: 34 17 10 18

CONFIDENTIAL TREATMENT
REQUESTED BY MOBIFON HOLDINGS B.V.

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.

Response

Our operating subsidiary, MobiFon
S.A. (“MobiFon”) has partnerships with third party providers of a number of
value added services which require content that we do not produce, such as logo & ring
tones, contests with prizes, interaction with TV & radio shows, information and help
lines and quizzes. All these services are provided through interactive voice response
(“IVR”), short messaging services (“SMS”), multimedia messaging
services (“MMS”), wireless application protocol (“WAP”) or voice.

The services are accessed through our
own network with a range of short numbers (four digits) that are used by our customers to
access the special services. The partners provide the content of these special services
and are responsible for ensuring the availability of the content. The partners also have a
customer service department to deal with various customer queries. Generally, however, our
customer’s first enquiry would be to MobiFon’s customer service department who
would then provide the partner’s contact number. The partners also advertise the
availability of and publish the tariffs for the services, once such prices have been
agreed with MobiFon.

The partners pay MobiFon a monthly
fee for the use of the short number that varies from [CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] to
[CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND
EXCHANGE COMMISSION] and a per transaction tariff for sending the content to the customer.
MobiFon charges its customer for the SMS requesting the logo, ring-tone or other special
services and for the content delivered. MobiFon then pays the partner a percentage of the
selling price of the content. Depending on prior negotiation with each partner the
percentage paid to the partner ranges between [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] and [CONFIDENTIAL
INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE
COMMISSION] of the selling price.

MobiFon had previously concluded that
it was principal in these transactions, and accordingly, revenues from these transactions
were reported in our annual report on Form 20-F based on the gross amount we billed to
customers and partners. We understand that previous management considered that MobiFon
acts as principal in the transaction because MobiFon assumes the risk of loss for
collection, which in Romania, they deemed to be a significant factor.

Following the acquisition by Vodafone
of the Company, we conducted a review of our accounting for these arrangements. As a
result of this review we now believe that MobiFon was acting as an agent on behalf of
partners and the revenue related to these transactions should be recognised based on the
net amount retained in accordance with EITF 99-19. This is primarily because:

we believe the risk of credit loss is at least partially mitigated because the products
and services from the arrangements with partners are available to all customers and, at 31
December 2004, many of our customers are on arrangements where products and services are
paid in advance;

we believe the customer views the partner as the principal in the transaction because the
four digit short number used by the customer to order the content is unique to a specific
product from a specific partner and the content is marketed directly by the partners;

the content provider bears the cost in the event of a product not meeting  advertised
specifications or refunds needing to be given to the customer;

the margin MobiFon receives is negotiated in advance of the sale to the customer; and

CONFIDENTIAL TREATMENT
REQUESTED BY MOBIFON HOLDINGS B.V.

MobiFon does not change the content. However, MobiFon does determine certain
specifications to facilitate delivery over the MobiFon network.

The amounts of revenue and expenses
related to these partner agreements recognised in the statement of income for the year
ended 31 December 2004 were [CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FURNISHED
SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] thousand and [CONFIDENTIAL
INFORMATION HAS BEEN OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE
COMMISSION] thousand, respectively. Had we recognised this revenue based on the net amount
retained by MobiFon, we would have recognised [CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] thousand less revenue.
Based on a quantitative and qualitative consideration of the facts and circumstances,
having regard to the qualitative considerations outlined in SAB Topic 1M, we do not
believe this difference, which represents less than [CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] of
MobiFon’s total service revenue for the year ended 31 December 2004, results in a
material misstatement to our financial statements.

In the future, we will report this
revenue based on the amount net retained by MobiFon after payments are made to our
partners and not the gross amount billed to our customers and partners.

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

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 commission are expensed when earned, even if paid in instalments.

Response

The manner in which dealers are
required to contribute an amount to the subsidies we provide for handsets is as follows.
MobiFon sells subsidised handsets to the dealers to support the dealers in the customer
activation process. MobiFon recognises the subsidy in full, when the phone is sold to the
dealer. The dealer has no right to return the handset to MobiFon. The selling price to the
final customer is recommended and advertised by MobiFon and is lower than the price that
the dealer pays to MobiFon. The dealer, however, is under no obligation to sell at this
lower price.

For example, MobiFon purchases a
handset for $50, which is then sold to the dealer for $29 and which MobiFon suggests be
sold to the customer for $19. MobiFon immediately recognises a $21 subsidy (by crediting
revenue for $29 and debiting cost for $50) in cost of equipment. If the dealer
subsequently sells the handset for $19 in connection with the activation of a customer,
the additional $10 subsidy is recognised by the dealer and not by MobiFon. However,
MobiFon will be paying the dealer a commission (as outlined below) for the activation.

MobiFon pays a commission to the
dealers for each contract customer acquired. The expected commission payable is recognised
by MobiFon in the month of activation, although paid in instalments over 12 months. If the
customer does not remain on MobiFon’s network for 12 months, then the amount of the
commission payable is reduced. As a result, the amount recognised as an expense in the
month of activation is reduced by an estimated deduction for customers expected to leave
MobiFon during the initial 12 months, based upon historical experience. For example, the
dealer may be entitled to a $30 commission on the activation which is receivable over 12
months. Assuming that historical experience has been that, on average, the dealers receive
only 90% of the total commission for which they are eligible because of customer churn
prior to the end of the 12 month service contract, the commission expense recognised in
the month of activation would in this example therefore be $27.

The dealers also receive certain
quarterly and annual bonuses for reaching sales targets. A portion of these bonuses are
recognised as an expense and accrued for in the month of activation based on the estimated
bonus for which the dealer will eventually qualify.

CONFIDENTIAL TREATMENT
REQUESTED BY MOBIFON HOLDINGS B.V.

Beginning with our Transition Report
on Form 20-F for the period from 1 January 2005 to 31 March 2005 to be filed in accordance
with the relevant filing requirement, we will clarify our accounting policies to disclose
that, although generally paid in instalments over 12 months, commissions to dealers are
expensed when incurred.

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

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.

Response

At the request of previous
management, Ernst & Young, Canada audited our 2004 parent only condensed (presented as
schedule 1) and our consolidated financial statements in accordance with the standards of
the Public Company Accounting Oversight Board (United States). At the time of the request,
our ultimate parent company, TIW, was a Canadian public company listed on the TSX exchange
and was a SEC registrant with securities quoted on NASDAQ. TIW’s financial statements
were audited by Ernst & Young, Canada. TIW was a holding company that held investments
in operating companies in Romania and the Czech Republic. TIW’s investment in Romania
was held through the Company which was acting as a holding company and a financing vehicle
for TIW. The Company is incorporated in the Netherlands and our parent only financial
statements prepared under Dutch GAAP were audited by Ernst and Young, Netherlands. In
connection with their audit of TIW, Ernst & Young, Canada was already extensively
involved in the conduct of the audit of our operating subsidiary in Romania due to their
significant reliance on the Ernst & Young, Romania audit of that operating company.
When the Company was formed in 2002, we assessed whether it would be appropriate for Ernst
& Young, Canada, Ernst & Young, Netherlands or Ernst & Young, Romania to be
the auditors and concluded that it was appropriate for Ernst & Young, Canada to be
auditors for the reasons set out below.

Strategic decisions regarding the Company’s affairs were determined after
consultation with management of TIW which was mainly based in Montreal, Canada. In
connection with their audit of TIW, Ernst & Young, Canada had full access to
management of TIW. As indicated in Item 6 of our Form 20-F, the duties of the Board of
Management of the Company during the period in which the Company was a subsidiary of TIW
were carried out by the Board of Management of our then indirect parent company Telesystem
International Wireless Corporation N.V (“TIWC”). TIWC’s Board of Management
was composed of two individuals who were also acting in a similar capacity for TIW’s
other Dutch holding companies. These two individuals were the only employees of the TIW
Group located in the Netherlands and these individuals reported directly to TIW’s
management in Montreal. As a result, the Company relied on TIW to perform certain services
on its behalf. These were generally carried out in Montreal.

As indicated in Item 16 of our Form 20-F, the Company delegated certain audit committee
functions to the audit committee of TIW, including the pre-approval of audit and non-audit
services. Accordingly, Ernst & Young, Canada reported their findings and conclusions
of their audit of the Company’s US GAAP financial statements to the Audit Committee
of TIW. Ernst & Young, Canada had full access to the members of this Audit Committee.
In 2004, all of TIW’s Audit Committee meetings were held in Canada except for one
meeting held in Romania. The engagement partner from Ernst & Young, Canada
participated in all Audit Committee meetings.

Ernst & Young, Canada’s audit consisted mainly of reliance on Ernst & Young,
Romania with respect to the audit of the operating company and audit procedures carried
out by Ernst & Young, Netherlands with respect to the audit of certain of the
Company’s accounts on a non-consolidated basis. However, Ernst & Young, Canada
also participated in the audit of the operating company. For example, a full time senior
staff person from Montreal participated during the execution of the audit field work in
Romania. The role of this senior staff person was to assist in the coordination, review
and supervision of the execution of the audit by staff of Ernst & Young, Romania. The
information system senior manager on the engagement was also from Ernst & Young,
Canada. At the planning and interim field work stage of the audit, the engagement partner
together with the a