SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0407

      April 4, 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 28, 2005
      File No. 333-122322

      New Skies Satellites B.V.
      Registration Statement on Form S-4
      Filed March 18, 2005
      File No. 333-123420

Dear Mr. Goldberg:

      We have reviewed your Form S-1 and have the following
comments.
Note that we also are reviewing your Form S-4 only to the extent
that
our comments on your Form S-1 apply to the disclosure in your Form
S-
4. 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.

      As we have conducted only a limited review of your Form S-4,
we
urge all persons who are by statute responsible for the adequacy
and
accuracy of the registration statement to be certain that all
information required pursuant to the Securities Act of 1933, as
amended, has been included.
      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 your disclosure that you intend to issue stock options
in
connection with the offering.  Tell us in your response letter how
you have valued these options and how this valuation compares with
the initial public offering midpoint of $19.  We also note that,
upon
the payment of dividends to the shareholders, the options will be
adjusted to take into account that the option holder will not
receive
the benefit of the dividend.  Tell us in your response letter how
you
intend to account for these options and provide disclosure in
management`s discussion and analysis regarding the impact of these
option issuances on future results of operations.

Risk Factors, page 17
2. We note your revision on page 110 concerning the possibility
the
Federal Communications Commission would determine changes in the
business`s ownership warrant a revision in the permitted space
station list status of your satellites.  Please confirm in your
response letter that the Federal Communications Commission`s
review
and possible revisions to the permitted space station list status
of
your satellites does not warrant risk factor disclosure.

Dividend Policy and Restrictions, page 39

      Estimated Cash Available to Pay Dividends..., page 41
3. Revise the table to reflect the amount of dividends that would
be
paid and the amount of minimum adjusted EBITDA that would need to
be
generated if the underwriters` overallotment option is exercised.
4. Tell us in your response letter why the captions "Required
amortization of indebtedness" and "Estimated difference between
cumulative credit and 1.4x cumulative interest expense derived
from
the above" are no longer included in this table.

      Pro Forma Cash Available to Pay Dividends, page 42
5. We note your response to comment 15 and have further comment.
It
appears that your pro forma calculation of interest expense on
page
59 includes $3.6 million related to the revolving credit facility.
Your disclosure on page F-20 indicates that, at December 31, 2004,
there were no amounts outstanding under the credit facility.  Tell
us
in your response letter why this amount is included in the pro
forma
calculation on page 59 but excluded from the pro forma calculation
of
cash interest expense on indebtedness on page 42.  Clarify for us
in
your response letter if any amounts had been drawn down and
subsequently repaid during the period from November 2, 2004 to
December 31, 2004.  Tell us how you have determined the interest
rate
to be used in both the pro formas as well as the table on page 42,
and if necessary, revise your calculation to use the current
market
rates in accordance with Article 11.  We believe that the amount
of
pro forma cash interest expense on indebtedness presented in the
table on page 42 should be consistent with the amount of interest
expense disclosed in the pro forma financial statements.
6. Revise the caption in the table related to the gain arising on
frequency coordination to indicate that this is a one-time payment
received from the resolution of frequency coordination matters.
Revise your disclosure in footnote 11 to indicate the nature of
the
item and management`s expectations of recording similar
transactions
in the future. If true, disclose that you do not expect these
transactions to be a significant source of cash for the payment of
dividends in future periods.
7. Revise your disclosure in footnote 12 to the table, as well as
in
Note 2 to the Consolidated Financial Statements to more fully
describe the $26.4 million of expenses recorded by the
predecessor.
Specifically, describe in more detail who incurred these costs,
why
they were incurred, whether any of these costs were paid to the
Blackstone Group and to which entities these costs relate.  We
note
that in Note 1, you define the "Acquisition" as the assumption of
the
assets and liabilities of New Skies Satellites N.V., but the
discussion in Note 2 indicates that New Skies Satellites N.V.
incurred these costs.

Dilution, page 54
8. Please revise the disclosures concerning the company on a
historic
basis to indicate it has a net tangible deficit, not book value.

Management`s Discussion and Analysis, page 62

	Communications, Plant and Other Property, page 70
9. We note on page 105 that launch insurance policies typically
cover
claims arising from events that take place during launch and for a
fixed period of time following launch (in the case of NSS-7 and
NSS-
6, for three years).  Your in-orbit insurance policies cover
claims
that relate to events that take place after the expiration of the
relevant launch insurance policy.  Please disclose when you
consider
a satellite to be substantially complete and ready for its
intended
use.  Also disclose how you account for the insurance premiums
incurred under your launch insurance policies for coverage of
claims
arising from events occurring in periods after the placement of
the
satellite in its intended orbit.  Please similarly revise your
accounting policy footnote on page F-11 and advise us in your
response letter in detail. With respect to the NSS-7 and NSS-6
satellites, tell us in your response letter if you capitalized
insurance premiums covering the three year period beyond the date
of
launch and, if so, explain to us your basis for this policy.

Management, page 114

	Employment Matters and Agreements, page 120
10. In your summary of terms of the named executive officers`
agreements, please also include the annual cash bonus terms.

Exhibits
11. We note that you intend to request confidential treatment for
portions of exhibits 10.34 and 10.35.  Please be advised that we
will
not be in a position to consider a request for acceleration of
effectiveness of the registration statement until we resolve all
issues concerning your confidential treatment requests.

Form S-4 filed March 18, 2005
12. To the extent applicable, please revise the registration
statement to comply with the comments we have issued in our March
1
and March 18, 2005 letters and in this letter.
13. Also include an English translation of New Skies Satellites
B.V.`s deed of incorporation in exhibit 3.1.

*	*	*	*

      As appropriate, please amend your registration statements in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.  Please furnish a
cover letter with your amendments that keys your responses to our
comments and provides any requested 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

??

??

??

??

Mr. Goldberg
New Skies Satellites Holdings Ltd.
April 4, 2005
Page 2

</TEXT>
</DOCUMENT>