SecProbe.io

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Mail Stop 0407

      March 1, 2005

Daniel S. Goldberg
President
New Skies Satellites Holdings Ltd.
c/o CT Corporation System
111 Eighth Avenue
New York, NY  10011

	RE:  	New Skies Satellites Holdings Ltd.
      Registration Statement on Form S-1
      Filed January 27, 2005
      File No. 333-122322

Dear Mr. Goldberg:

      We have reviewed your Form S-1 and have the following
comments.
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
supplemental 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.

General
1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A, such as the anticipated price range and dividend table
information.  Please include this disclosure in an amendment as
soon
as practicable.  Note that we may have additional comments once
you
have provided this disclosure.  Therefore, please allow us
sufficient
time to review your complete disclosure prior to any distribution
of
preliminary prospectuses.

2. Please revise your disclosure throughout to remove unnecessary
capitalized terms and defined terms.  For example, revise to
delete
unnecessary parenthetical definitions, such as "COMSAT," when the
meanings of the terms are clear from context.  In addition, please
minimize your use of acronyms.  As one example, instead of
defining
infrequently-used terms such as compounded annual growth rate as
"CAGR" or satellite operations center as "SOC," consider simply
using
the full term.  Further, consider using one consistent term, such
as
"the investment funds" to describe your current owners, rather
than
sometimes using "sponsor."  Once you have explained that the
investment funds are affiliated with The Blackstone Group, it is
not
clear why the funds would need to be referred to with another
term.
3. Please generally revise your registration statement to
eliminate
or further explain technical and business jargon from the
prospectus
summary and to reduce the amount of jargon throughout the rest of
the
prospectus.  For example, consider explaining terms such as
"redundancy" and "in-orbit performance incentives" with clear
concrete everyday language.
4. We note that you include industry research for estimated growth
data and other figures cited throughout the document, such as
those
provided by, Euroconsult and Northern Sky Research, for example.
Please provide us with marked copies of any materials that support
these and other third party statements, clearly cross-referencing
a
statement with the underlying factual support.  Confirm for us
that
these documents are publicly available. To the extent that any of
these reports have been prepared specifically for this filing,
file a
consent from the party.

Basis of Presentation and the Reorganization , page ii
5. In light of the similar discussions under your prospectus
summary,
consider deleting this repetitive disclosure.

Industry and Market Data
Special Note Regarding Forward-Looking Statements
6. Please move these sections to the body of the prospectus.  Your
prospectus summary should immediately follow your cover page and
table of contents.

Prospectus Summary, page 1
7. Please revise to decrease the length of your summary.  It
should
discuss only the key aspects of the offering and your operations.
Much of the discussion you currently include does not appear so
highly material as to merit inclusion in the summary.  For
example,
consider eliminating here the extensive competitive strengths and
strategy discussions, which are more appropriate for your business
section.  As another example, please eliminate here the detailed
biographical sponsor section, as, other than indicating the name
and
general identity of the sponsor, it does not include information
that
is so highly material to an investor`s understanding of this
offering
as to merit inclusion in the summary. In addition, avoid copying
disclosure directly from the body of the prospectus.  For example,
the "Our Business Strategy" disclosure is substantially similar to
the "Our Business Strategy" in the business section.
8. Further, as part of your revisions, ensure that you provide a
balanced discussion by briefly discussing the following in the
summary:

* that you, including your subsidiaries, have substantial
indebtedness, indicating the aggregate amount as of December 31,
2004;
* where you suggest a superlative characteristic of your services
or
products, your basis for such suggestion--for example, where you
indicate your customer circuit reliability, how you determined
such
reliability was 99.999994%, and where you describe your satellites
as
being the youngest global fleet in the fixed satellite services
industry, more detail as to how you determined this, including
which
other fleets you considered;
* how many of your satellites accounted for 10% or more of your
total
services or contracted backlog as of December 31, 2004;
* the benefits (total dividends and termination fee) to be
received
by the investment funds and management (Blackstone-affiliated
directors) as a result of the Transactions and the IPO.
9. Define the phrase "free cash flow" on page 1.
10. Please expand the chart on page 8 to illustrate the ownership
and
structure of the company prior to the restructuring and offering,
and
revise the current chart to add a box showing the public
investors.

The Offering, page 10
11. Indicate the percentage of your outstanding common stock that
the
number of shares being offered would represent following the
offering.
12. Indicate in one place all of the dividends, including
aggregate
dollar amounts, you contemplate paying only the investment funds.
We
note an apparently third dividend is described on page 12 using
the
proceeds from the amended agreement for the NSS-8.
13. Tell us when you will determine the dollar amount of the
"additional dividend" to the investment funds.

Risk Factors, page 16

	General
14. Please discuss first the risks associated with your dividend
policy and then your significant indebtedness.
15. Include an additional risk factor describing possible
conflicts
of interest that may stem from management and the sponsor`s joint
decision to issue post-acquisition debt and issue common stock in
this initial public offering and use proceeds from both to pay
themselves pre-IPO dividends.  In the alternative, advise why no
risk
factor is appropriate.
16. Please reduce the number of references to discussions
elsewhere
in the prospectus, in lieu of brief discussions in the risk
factors
that would make your points generally understandable.  For
example,
in the risk factor beginning "Our insurance will not protect
us..."
on page 22, rather than refer to a discussion in your business
section, please briefly note the kinds of "significant exclusions"
so
that investors can tell from reading the risk factor the limits on
your insurance coverage and other material information in
understanding the risk.

A significant launch delay or launch failure could affect..., page
17
17. Indicate when NSS-8 was supposed to be ready.

We may become subject to unanticipated tax liabilities..., page 21
18. In order to evaluate how material these unanticipated tax
liabilities may be, please provide a range of potential amounts in
U.S. dollars.

The investment funds control us and may have conflicts of
interest..., page 25
19. So that investors might realize the extent to which the
investment funds control your board, please state here the number
of
affiliated directors on your board.
20. We note your statement that "the investment funds are in the
business of making investments in companies and may from time to
time
acquire and hold interests in businesses that compete directly or
indirectly with us."  So that investors might understand the
relevance of such investments to your business interests, please
indicate any of the investment funds that have voting control in
any
of your competitors or any of your customers from which you derive
10% or more of your revenues in any segment as of December 31,
2004.
Also, name the competitor or customer.
Higher capital expenditures in the future may require us..., page
27
21. Please delete the mitigating language "While we are currently
in
a low cost capital expenditure period."
"Our dividend policy may limit our ability to pursue growth . .
.,"
page 30
22. Please note generally the several assumptions and judgments
you
have made in developing your dividend policy and the time frame
covered by your dividend policy.

The Transactions, page 36
23. Please describe and quantify any material tax effects the
acquisition and reorganization have had on the company.  In
addition,
assess the impact of the initial public offering upon any
significant
tax benefits resulting from the acquisition or reorganization.

Use of Proceeds, page 37
24. We note the company`s intention of paying a pre-IPO dividend
of
$93.5 million to the investment funds.  Explain the business
reasons
for contributing $93.5 million to a subsidiary that will loan back
the money to the company to permit the payment of the dividend.
Also
describe the reasons for the various intercompany loans and
contributions that have occurred since the acquisition.
25. We note your statement that the "borrowings under the term
loan
facility were used, together with "other related financings and
transactions, to finance the Acquisition."  Please be more
specific
here to assist investors in understanding how the transactions
were
financed.

Dividend Policy and Restrictions, page 38
26. We may have significant further comment after review of the
missing information.
27. In the Notes to the Financial Statements, summarize the
restrictions on your ability to pay dividends in accordance with
Rule
4-08(e) of Regulation S-X.

	General
28. Revise the first sentence in the first paragraph on page 38 to
specify the "other purposes" to which you will not apply your
available cash given your intention to use the cash to pay
dividends.
29. We note your statement that your board`s adoption of a
dividend
policy "reflects an intention to distribute a substantial portion
of
the cash generated by [y]our business in excess of operating
needs,"
among other things.  What did the board consider in determining
"operating needs" for the four fiscal quarters?
30. We note your statement that you "believe that [y]our dividend
policy will limit, but not preclude, [y]our ability to pursue
growth."  Provide clearer indication of how much management
expects
growth to be limited (e.g. significantly vs. minimally).
31. Please move the paragraph beginning "However, as described
more
fully below . . ." which includes the bulleted risk factors about
the
dividend policy so that it immediately follows the first paragraph
of
this section.
32. We note your statement that, "[i]f we continue paying
dividends
at the level currently anticipated under our dividend policy, we
expect that we would need additional financing..."  What is the
timeframe implied by the use of the word "continue?"  Beyond the
initial four quarters?  In addition, clarify what is meant by the
reference to management`s "current expectations."  Is this a
reference to how long management intends to pay dividends?  Does
management intend to pay dividends beyond the initial four
quarters?
33. The paragraph beginning "In determining our expected initial
dividend level. . ." appears to be largely duplicative of the
information provided in the "Assumptions and Considerations"
section.
Please delete it or combine it with that later disclosure to the
extent it discusses any new points.
34. Please revise to clarify whether the items in your list on
page
38 were all of the material items you reviewed and analyzed in
"determining [y]our expected initial dividend level," and further
specify the "various other aspects of our business" that you
reviewed
and analyzed.
35. Delete the word "expected" from the introductory sentence to
the
first bullet point list on page 38.
36. We note your statement on page 39 that your company "has no
history of paying sustained dividends out of cash flow."  Please
tell
us what you mean by "sustained" dividends.  Since, as you have
suggested, your business will be essentially your direct and
indirect
subsidiaries` operations and Seller`s former business, please
explain
why management has changed its dividend policy.
37. Note here that your dividend policy may present a risk
concerning
your market price, as you state in your risk factors on page 26.

Minimum Adjusted EBITDA, page 39
38. We note your statement on page 39 that "[t]he assumptions and
estimates underlying the estimated financial information below are
inherently uncertain and, though considered reasonable by our
management as of the date of its preparation, are subject to a
wide
variety of significant business, economic, and competitive risks
and
uncertainties . . . ."  Please address any reasonably forseeable
material adverse developments that may affect your business and
their
effects on your assumptions and estimates here.
39. If true, include a statement that you believe that you will
not
be prohibited from paying dividends at the stated level as a
result
of the restrictions imposed by the Bermuda, Dutch and Luxembourg
laws, in a manner consistent with your disclosure in the
penultimate
paragraph on page 39.
40. We note your disclosure in the last paragraph on page 39 that
"if
our Adjusted EBITDA for such period is at or above this level, we
would be permitted to pay dividends at the level described above
under the restricted covenants."  Confirm that this language would
also apply to the subsidiaries, and affirm in this section that
the
Issuer could pay this estimated level of dividends based on all
restrictions.
41. In your table detailing the "Estimated Cash Available to Pay
Dividends on Common Stock Based on Minimum Adjusted EBITDA" on
page
40, it appears you will disclose the ratios derived from your
projected level of minimum adjusted EBITDA.  In the notes to this
chart, specifically (6), (7), (8) and (9), you should state the
actual required ratios from the existing covenant as illustrated
on
page 74, so that a reader can clearly see whether you would be in
compliance with the covenants.
42. We note your disclosure of "Pro Forma Cash Available to Pay
Dividends" on page 41.  We believe this chart should reflect your
historical ability to generate cash to pay dividends, and believe
that you should make certain revisions to your disclosures:
* Revise your table at page 41 to reconcile your measure of
Adjusted
EBITDA to cash flows from operating activities, rather than net
loss.
* Revise your table at page 41 to use the historical actual
figures
for cash flows from operating activities, EBITDA, and Adjusted
EBITDA
and the related reconciling items, rather than the pro forma
amounts
for the year ended December 31, 2004.
* As a result of the changes above, modify your introductory table
to
this paragraph to state that the table reflects the combination of
the historical actual results of both the Predecessor and the
Successor, the applicable periods, and the