SecProbe.io

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Mail Stop 0407

      March 18, 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/A
      Filed March 9, 2005
      File No. 333-122322

Dear Mr. Goldberg:

      We have reviewed your registration statement and have the
following comments.  Where indicated, we think you should revise
your
document 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.
Graphics
1. We note that much of the text accompanying the illustrations is
written from a marketing perspective, rather than a disclosure
perspective.  Please delete the terms "highly reliable" and
"secure"
before "communications worldwide," "optimal" and "optimized"
before
"coverage," "unrivalled" before "power," and "premium" before
"communications services," as this phrasing is not consistent with
the purpose of the prospectus.  Also, please tell us what you mean
by
"everything in between" under the NSS-5 heading.

Basis of Presentation and the Reorganization, page ii
2. Your prospectus summary should immediately follow your cover
page
and the table of contents.  Please move the discussion to your
summary.

Prospectus Summary, page 1
3. Please move your new discussion of the benefits (total
dividends
and termination fee) to be received by the investment funds and
Blackstone-affiliated directors as a result of the Transactions,
Reorganization and the initial public offering to the place in
your
revised summary where you initially discuss the Transactions.  We
note the current placement suggests the benefits to be received by
the funds from the Transactions, Reorganization and the offering
is
part of your dividend policy.  Also, note whether any management
will
have obtained benefits, such as ownership interests or changes in
compensation, including stock options, in connection with the
Transaction, Reorganization or offering.

Risk Factors, page 15

	General
4. We note your response to our prior comment 15.  We also note
that
the $93 million dividend will be paid out of the proceeds of the
initial public offering and after the offering has occurred.
Please
tell us how and whether, in developing your response, you
considered
that this dividend would be paid while you are public and
significantly indebted, to only a subset of your stockholders at
that
time, and with several director affiliations with that subset of
stockholders.
Insurance expenses may increase..., page 25
5. We note your response to our prior comment 53 that you "ha[ve]
not
assumed [you] will change [your] existing approach to obtaining
insurance" and that you have "no current plans to do so."  Please
revise your discussion here to reflect this response.

We may experience satellite equipment failures..., page 31
6. We note your statement, in response to our prior comment 82,
that
you do not "currently operate any of [y]our satellites as back-up
or
spare capacity."  Please include this statement in this risk
factor.

The Transactions, page 36
7. Please include your response to our prior comment 23 about your
assessment of tax effects or benefits related to the Transactions
and
the initial public offering.
8. The addition of the background information on the Blackstone
Group
seems out of place, and its importance to investors in this
offering
is not clear.  Please revise or move the disclosure to a more
appropriate part of the prospectus.

Use of Proceeds, page 38
9. Please include in this section your supplemental response
explaining the reasons for the various intercompany loans and
contributions that have occurred since the acquisition.

Dividend Policy and Restrictions, page 39

	General
10. We note your response to our prior comment 30 where you have
added to the prospectus the sentence beginning "However, in order
to
pursue large acquisitions and growth opportunities that require
cash
investments in amounts greater than our available cash" on page
39.
Please indicate here how much management expects growth to be
limited
(e.g. significantly vs. minimally).

Minimum Adjusted EBITDA, page 40
11. We note your response to comment 41 and your corresponding
changes in the amendment.  It is unclear how you have complied
with
this comment as it relates to note (9).  Further, we believe that,
since the table reflects the covenant amounts calculated for the
Initial Four Quarters using the Minimum Adjusted EBITDA, your
discussion of the required ratios should cover this period as
well.
To the extent that the ratios will change as a result of the
concurrent amending of the senior secured credit facilities,
modify
to disclose the new ratios.  In the event that the ratios will
remain
constant, clarify your disclosure to show the actual ratios that
will
be required to be met for the Initial Four Quarters rather than
the
four quarters ended December 31, 2004.  Finally, as a result of
these
changes, we believe you will only need to show one amount for each
ratio rather than the covenant and pro forma ratio result.
12. Please identify the recipients and briefly describe the
reasons
behind the bonuses that you mention in footnote 11.
13. We note your deletions of footnotes 14 and 15.  Based on page
14,
it appears you still factor these expenses in your determination
of
Adjusted EBITDA.  If these expenses are still backed-out of
Adjusted
EBITDA, tell us why you consider as non-recurring the expenses
related to customer settlements and employee reductions that were
described in those footnotes.  Also, tell us why the amounts
presented on page 14 for Adjusted EBITDA are not the same as the
amounts presented on page 42.

      Estimated Cash Available to Pay Dividends..., page 41
14. We note your response to comment 43.  It is unclear how you
intend to comply with our comment to consider presenting any
estimated non-recurring cash expenses that would be excluded from
Adjusted EBITDA.  If you do not believe it is appropriate to
adjust
for these items, revise your disclosure to indicate why you have
not
included any estimated costs in your presentation and that, if
these
types of cash expenses are incurred, the amount of minimum
Adjusted
EBITDA you would need to generate would be increased.  In
addition,
tell us how you have considered the future cash obligations
related
to satellite performance obligations that are presented in the
historical table on page 42.

		Cash Available to Pay Dividends, page 42
15. It appears that your reconciling line items for "cash interest
expense on indebtedness" and "cash income taxes" represent actual
cash expenditures that you incurred during the year ended December
31, 2004.  Revise these amounts to reflect the amount of pro forma
cash interest expense on indebtedness and cash income taxes that
you
would have incurred if the Transactions (including the
Acquisition),
the Reorganization, the amended agreement for the NSS-8 contract
and
the offering had been consummated as of January 1, 2004.  In
addition, this table should be relabeled as "Pro Forma Cash
Available
to Pay Dividends."

Assumptions and Considerations, page 44
16. We note your response to our prior comment 53.  We note your
statement that management considered your "operating costs and
expenses are largely fixed" when deciding on the company`s
dividend
policy as well as your response to us concerning "repair costs."
Clarify in this section whether your statement takes into
consideration any costs related to your being able to offer
services
to the customer in the same capacity within a short time frame
after
an anomaly.
17. We note your response to our prior comment 54.  We also note
your
revisions on page 21 concerning the effects of anomalies on NSS-5,
NSS-6 and NSS-7 as well as "serious anomalies" that satellites
"similar" to yours, that is, the Lockheed Martin Series 7000
satellites owned by Intelsat, that have recently occurred. Tell us
how you determined that the assumptions on page 45 were reasonable
in
light of these anomalies and the possibility of a total loss of
your
Lockheed Martin Series 7000 satellites like that which occurred
with
Intelsat.

18. We are unable to locate the revisions that were made in
response
to our prior comment 55.  Please advise or revise.

		Unaudited Pro Forma Condensed Consolidated Statement of
Operations, page 58
19. In regard to your response to comment 68, please clarify in
footnote (f) if the services performed by Blackstone Management
Partners IV, L.L.C. will be performed in the future by company
management and if you anticipate incurring expenses in the future
for
executives hired as replacements for Blackstone.

Management`s Discussion and Analysis, page 62

	General
20. Please discuss in this section whether management has
considered
self-insurance as an alternative to renewing coverage in the
future.

Business, page 90

	General
21. We note your added disclosure regarding the initiation date
for
your committed satellite procurement program.  Please further
describe what the program has involved, such as what you obtained
as
result of it, total cost and whether any other parties were
involved.

Underwriting, page 142
22. To ensure that the online procedures previously reviewed by us
have not changed, please revise your communication from the
underwriters` representatives to the syndicate to add "and those
procedures have not changed" to the end of the second clause.

Financial Statements

      Consolidated Financial Statements, page F-3
23. Reference is made to the disclosures in Note 13.  In light of
the
registrant`s negative net asset balance as of December 31, 2004
and
the restrictions on the ability of the registrant`s subsidiaries
to
transfer net assets to the parent company, it appears you should
provide condensed financial information of the registrant pursuant
to
5-04(c) Schedule 1 of Regulation S-X.

      Consolidated Statement of Operations, page F-4
24. We note in your response to comment 94 your reference to the
definition of revenues in paragraph 78 of SFAC 6.  We continue to
question how the payment received from "a successful resolution of
certain longstanding frequency coordination matters" represents an
inflow from delivering goods, rendering services, or other
activities
that constitute the company`s ongoing major or central operations.
The sale of a right to operate a satellite in a specified location
appears to be a sale of an intangible asset to be used in
connection
with the generation of revenue and not the company`s primary
operating activity - the sale of transponder capacity.  Based upon
our understanding of your business and the nature of this
transaction, it appears you should reclassify the amount received
to
report it as an operating gain.
25. We note in footnote (2) on page 63 that the $32 million
payment
was received from Intelsat LLC following the successful resolution
of
certain "longstanding" frequency coordination matters.  Please
disclose and advise us in detail of the facts and circumstances
concerning this settlement.  In addition to the settlement, please
clearly explain the nature of the issue, what created it, when it
was
first identified by management, if it existed at the formation of
the
predecessor, and why it was not recognized as an obligation of the
parent company at the time of the spin-off of the predecessor.

      Note 2.  Description and Formation of the Business, page F-9
26. It appears from the disclosure on page F-8 that the
predecessor
company was formed by INTELSAT in order to effect a spin-off of
certain assets and liabilities, including five in-orbit
satellites,
to INTELSAT shareholders.  If so, it appears transactions between
INTELSAT and the predecessor company may be related party
transactions.  Please advise us and, if necessary, revise your
disclosures to comply with SFAS 57 and 4-08(k) of Regulation S-X.

	Note 6. Income Taxes, page F-19
27. We note in your response to comment 102 that the government of
India has assessed taxes of $5 million for the period April 1999
to
March 2002.  Please advise us and clarify in your disclosures
whether
the company has conducted similar India-related operations in the
periods subsequent to March 2002 and if so, whether the government
of
India has assessed taxes on these operations.  If so, please
disclose
management`s estimate of the reasonably possible loss in excess of
the $5 million accrual pursuant to paragraph 10 of SFAS 5.  In
addition, please clarify that management believes that it is
probable
that a loss has been incurred and the $5 million accrual
represents
management`s best estimate of the amount of this loss, consistent
with SFAS 5 and FIN14.

Exhibits
28. Please provide us with a draft copy of the underwriting
agreement
as soon as practicable.

*	*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental information.
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 reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

	You may contact Kathleen Kerrigan, Staff Accountant, at (202)
942-1944, or Robert Littlepage, Accountant Branch Chief, at (202)
942-1947, if you have any questions regarding comments on the
financial statements and related matters.  Please contact Cheryl
Grant, Staff Attorney, at (202) 942-1916, or me, at (202) 942-
1990,
with any other questions.

					Sincerely,

					Larry Spirgel
					Assistant Director

cc:	via facsimile (212) 455-2502
      Rise Norman, Esq.
	Simpson, Thatcher & Bartlett LLP

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Mr. Goldberg
New Skies Satellites Holdings Ltd.
March 18, 2005
Page 8

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