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CORRESP
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United States
Securities and Exchange Commission

Division of
Corporation Finance

100 F Street,
N.E.

Washington,
D.C. 20549-7010

Attention:
Kathryn Jacobson

Staff Accountant

Capelle aan den IJssel, 28 October 2005

Re:                             MobiFon Holdings B.V.

Form 20-F
for the fiscal year ended 31 December 2004

Form 6-K

Filed
19 May 2005

File
No. 333-1088879

Dear Mrs. Jacobson

Further to the
telephone conference call that took place on 18 October 2005 between the
SEC Staff, and MobiFon Holdings B.V. (the “Company”) together with certain of
its advisors, we take this opportunity to respond to the comment we received
from the Staff.

During the
call, the Staff noted our response, dated 12 September 2005, to the Staff’s
previous comment number 2 and requested that we explain the consideration given
to EITF 01-9 Issue 6 as it relates to the expensing of the “quarterly
and annual bonuses for reaching sales targets” (also referred to as “commission
bonus”) discussed in the fourth paragraph of our above referenced response.

We note that EITF 01-9 Issue 6 provides
guidance for when a vendor offers a rebate or refund of a specified amount of
cash consideration to a customer that is redeemable only if the customer
completes a specified cumulative level of revenue transactions or remains a
customer for a specified time period.

We would like to draw the Staff’s attention
to the following:

•                  The
Company’s subsidiary, MobiFon S.A. (“MobiFon”), contracts with dealers to sign
up new customers to MobiFon’s network in Romania. The sales targets discussed
in the fourth paragraph of our response to your previous comment 2 represent a commission
bonus that becomes payable contingent upon the activation of a certain number
of customers on MobiFon’s network during a quarterly or annual period.

•                  These
commission bonuses are not dependent upon the number of handsets a dealer
acquires from MobiFon or the number of handsets a dealer sells to the end
users. The commission bonuses are payable even if the dealer does not acquire a
single handset from the MobiFon.

•                  In
addition to signing up new customers for MobiFon, the dealers also provide the
end users with handsets and accessories (chargers, hands-free sets, etc). While
many of these handsets may be supplied by MobiFon, the dealers are not under a
contractual or implied obligation to acquire handsets from MobiFon and are free
to source their handsets from other suppliers including wholesalers or directly
from the manufacturer.

  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

In summary, the margin on handset revenues
earned from the dealer (customer) is not impacted by the bonuses that MobiFon (vendor)
pays to its dealers. The commission bonuses are also not paid to users of MobiFon’s
network. Furthermore, the activation of customers is not a transaction that
gives rise to revenue for MobiFon. For these reasons and those outlined above, we
do not believe the commission bonuses represent a rebate or refund of a
specified amount of cash consideration that is redeemable only if the customer
completes a specified cumulative level of revenue transactions or remains a
customer for a specified time period and accordingly, we do not believe that
EITF 01-9 Issue 6 is applicable.

* * *

We are
available to discuss the foregoing with you at your convenience.

Yours sincerely,

  /s/ M L J M Heere

  /s/ E A J de Rijk

  Michiel Heere

  Erik de Rijk

  Chief Financial Officer

  Chief Executive Officer

cc:                                 Larry Spirgel, US Securities and Exchange Commission

Kyle Moffatt, US Securities and Exchange Commission

Robbie Barr, Vodafone Group Plc

Kathryn A. Campbell, Sullivan & Cromwell LLP

Vince Niblett, Deloitte & Touche, LLP

Patrick Bosse, Ernst & Young, LLP