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DRAFT: May 5, 2005

[LETTERHEAD
OF SIMPSON THACHER & BARTLETT LLP]

May 5,
2005

VIA
FEDERAL EXPRESS AND EDGAR

Re:New
Skies Satellites Holdings Ltd.

Amendment No. 4 to the Registration Statement on Form S-1

File No.: 333-122322

Larry
Spirgel

Assistant Director

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, DC 20549

Dear
Mr. Spirgel:

        On
behalf of New Skies Satellites Holdings Ltd. (the "Company"), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and
Exchange Commission (the "Staff") dated May 4, 2005 (the "comment letter") relating to the above-referenced Amendment No. 4 to the Registration Statement on Form S-1
filed on May 3, 2005 (the "Registration
Statement"). We have revised the Registration Statement in response to the Staff's comments and are filing concurrently with this letter Amendment No. 5 to the Registration Statement
("Amendment No. 5"), which reflects these revisions and updates a limited amount of other information.

        For
your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the comment letter. Page references in the text of this letter correspond to the
pages of Amendment No. 5.

Securities
and Exchange Commission

May 5, 2005

Page 2

Risk
Factors, page 17

The
loss of customers, particularly our large customers, may reduce..., page 28

1.We note your revisions in management's discussion and analysis on page 74, and elsewhere, of the amount of your contracted backlog that relates to
non-cancelable obligations, from 93% to 8%. Please revise this risk factor to address that a significantly larger percentage of your contracted backlog relates to cancelable obligations.
Please also tell us in your response letter how this revised percentage affects your disclosure in the assumptions and considerations section beginning on page 47, particularly since you state in the
first bulleted point on that page that a "substantial" portion of your contracted backlog relates to non-cancelable agreements and that this was one consideration you had in determining
your dividend policy.

The
Company supplementally notes that it erroneously changed the amount of its contracted backlog that relates to non-cancelable obligations from 93% to 8%. The Company has revised the
disclosure on pages 74, 98 and 105 in response to the Staff's comment.

March 31,
2005 Consolidated Balance Sheet, page F-3

2.We note on page F-26 that the $30 million placed in escrow will be included as part of the satellite performance incentives to be paid over
the contractual design life. In light of this disclosure and management's projection that NSS-8 will be available to enter commercial service in mid-2006, we do not understand
your basis in GAAP for reporting the restricted cash as a current asset in the balance sheet. Please reclassify the $30 million, or advise us in your response letter. Refer to the guidance in
paragraph 6 of ARB 43, Chapter 3A.

The
Company has adjusted the disclosure on pages 59 and F-3 in response to the Staff's comment.

Note 14.
Subsequent Events, page F-26

3.We note that you continue to refer to an independent valuation for your calculation of non-cash stock based compensation expense. While you are not
required to make reference to this independent valuation, when you do, you should include the consent of the expert in your Form S-1. Please revise to
comply.

The
Company has removed the reference to the independent advisor on page F-26 in response to the Staff's comment.

*                        *
        *

Securities
and Exchange Commission

May 5, 2005

Page 3

        We
acknowledge your references to Rules 460 and 461 regarding requesting acceleration of a registration statement and will endeavor to provide for adequate time after the filing
of any amendment for further review before submitting a request for acceleration.

        Please
call me (212-455-3080) or Bret Ganis (212-455-2411) of my firm if you wish to discuss our responses to the comment letter.

Sincerely,

Risë B. Norman

As filed with the Securities and Exchange Commission on May 5, 2005

 Registration No. 333-122322

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 5 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NEW SKIES SATELLITES HOLDINGS LTD.
  (Exact name of Registrant as specified in its charter)

Bermuda

4899

98-0439657

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Canon's Court

22 Victoria Street

Hamilton HM12

Bermuda

(441) 295-1433

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

CT Corporation System

111 Eighth Avenue

New York, NY 10011

(212) 894-8400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Risë B. Norman, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

John A. Tripodoro, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, New York 10005

(212) 701-3000

        Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

        If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following
box: o

        If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same
offering: o

        If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same
offering. o

        If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering: o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following
box. o

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED

AMOUNT TO BE

REGISTERED(1)

PROPOSED MAXIMUM

AGGREGATE OFFERING

PRICE PER SHARE

PROPOSED MAXIMUM

AGGREGATE OFFERING

PRICE(2)

AMOUNT OF

REGISTRATION FEE(3)

Common Stock, par value $0.01 per share

13,685,000 shares

$
20.00

$
350,000,000

$
41,195

(1)Includes
shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.

(2)Estimated
solely for the purpose of calculating the registration fee under Rule 457(o) of the Securities Act.

(3)Previously
paid.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

New Skies Satellites Holdings Ltd.
  Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of March 31, 2005

New Skies

Investments

S.a.r.l.

Historical

Reorganization

and

Other

Adjustments

New Skies

Satellites

Holdings Ltd.

Pro Forma

Offering

Adjustments

New Skies

Satellites

Holdings Ltd.

Pro Forma

as Adjusted

(In millions)

Assets

Current assets

Cash and cash equivalents

$
36.7

$
—

$
36.7

$
—

$
36.7

Trade receivables

37.8

—

37.8

—

37.8

Prepaid expenses and other assets

12.4

—

12.4

—

12.4

Total Current Assets

86.9

—

86.9

—

86.9

Communications, plant and other property

706.9

—

706.9

—

706.9

Deferred tax asset

16.5

—

16.5

2.3
  (c)

18.8

Debt issuance costs and other assets

27.6

—

27.6

(5.3
)(d)

22.3

Restricted cash

30.0

—

30.0

—

30.0

TOTAL ASSETS

$
867.9

$
—

$
867.9

$
(3.0
)
$
864.9

Liabilities and Shareholders' Equity

Current liabilities

Accounts payable and accrued liabilities

$
27.3

$
—

$
27.3

$
—

$
27.3

Accrued interest

13.0

—

13.0

—

13.0

Income taxes payable

19.3

—

19.3

—

19.3

Deferred tax liabilities

10.0

—

10.0

(1.8
)(d)

8.2

Deferred revenues and other liabilities

21.8

—

21.8

—

21.8

Satellite performance incentives

5.8

—

5.8

—

5.8

Total current liabilities

97.2

—

97.2

(1.8
)

95.4

Deferred revenues and other liabilities

8.5

—

8.5

—

8.5

Satellite performance incentives

29.4

—

29.4

—

29.4

Term loan facility

371.2

—

371.2

(131.2
)(d)

240.0

Fixed and floating rate notes

285.0

—

285.0

—

285.0

Preferred equity certificates, subject to mandatory redemption

84.5

(84.5
)(a)

—

—

—

Total liabilities

875.8

(84.5
)

791.3

(133.0
)

658.3

Shareholders' equity (deficiency)

Ordinary shares

1.6

(1.4
)(a)(b)

0.2

0.1
  (c)

0.3

Additional paid in capital

3.5

85.9
  (a)(b)

89.4

208.3
  (c)

297.7

Accumulated deficit

(13.6
)

—

(13.6
)

(78.4
)(c)(d)

(92.0
)

Accumulated other comprehensive income

0.6

—

0.6

—

0.6

Total shareholders' equity (deficiency)

(7.9

)

84.5

76.6

130.0

206.6

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$
867.9

$
—

$
867.9

$
(3.0
)
$
864.9

(a)Reflects
the reclassification to shareholders' equity of the preferred equity certificates as a result of the contribution by the investment funds of the preferred equity certificates
to the Issuer in the Reorganization.
59

        In-orbit insurance represents the cost to insure the unamortized cost of our satellites. While we continue to periodically review our insurance coverage arrangements,
including the possibility of self-insuring certain of our risks, to date we have elected to insure the entire net book value of our satellites, with the exception of performance incentives, as these
are payable only to the extent that the satellite continues to operate successfully. While in recent years the trend has been for insurance premiums to rise, the annual reduction in insurable values
as a consequence of the lower net book values of our satellites has caused overall premiums charged to remain constant, or even decrease, year-on-year. Our in-orbit
insurance costs do rise, however, when a new satellite is launched and enters the in-orbit insurance program (other than NSS-8, whose net book value will be insured through a third-party
contractual arrangement rather than through traditional insurance, although we may still choose to purchase supplemental insurance if we deem this coverage to be less comprehensive than our existing
policies).

        We
fully monitor and operate all of our satellites using our own tracking, telemetry and control facilities.

        We
believe that we have achieved a critical mass with respect to our operations and staff, with the result that we do not anticipate significant increases in our operating expenses in
the near term, except for the impact of any adverse change in the insurance markets on premiums paid for in-orbit insurance for our existing fleet, and additional third-party costs we
incur to provide incremental bundled services to our customers. We consider the balance of our operations and sales infrastructure cost to represent a largely fixed cost.

        We
are constructing one additional satellite, NSS-8, which we currently project will enter commercial service in mid-2006. This new satellite will further increase
depreciation charges assuming it is successfully launched and placed into commercial service. If and when we add new satellites to our fleet, we will also incur additional costs for depreciation and
any launch insurance and in-orbit insurance that we procure.

        While
the ongoing business remains substantially unchanged, the Transactions, as previously discussed, have resulted in (1) additional debt being incurred, which will cause our
interest expense to become correspondingly higher, (2) depreciation decreasing as a consequence of purchase accounting adjustments reducing the net book value of our long-lived
assets to fair value and (3) an annual monitoring fee being incurred, the total amount of which will be accelerated in connection with this offering. These items will have a consequential
impact on the level of expenditures we incur on an ongoing basis.

Backlog

        We provide customers with satellite transponder capacity for contract periods varying from less than one year to 15 years. At March 31, 2005, we had
a contractual backlog for future services of $557.6 million, with data/voice and video services representing 43% and 47% of this total, respectively, and the balance relating to
Internet-related services. Of our $557.6 million of backlog as of March 31, 2005, approximately $148.2 million related to services to be delivered in the remainder of 2005,
$116.8 million in 2006, $83.6 million in 2007, $57.2 million in 2008, $42.3 million in 2009 and $109.5 million in 2010 and thereafter. During the fourth quarter of
2004, we terminated two customers' long-term agreements for non-performance. As a result of these terminations, we reduced our backlog by $103.1 million. Outside of
these two exceptional terminations, our historical termination rate for non-performance has been approximately 2% of the value of the then-current backlog. In addition, during 2004, we continued to
experience a general downward trend in backlog due to shorter contract durations and lower average new business pricing. This is consistent with recent trends in the industry, in particular when the
backlog impact of acquisitions is excluded.

        Of our $557.6 million backlog, which we do not recognize as revenue until we actually perform the services, approximately $512.2 million, or 92%, related to obligations
provided under non-cancelable

74

responsibility. Through our owned and partner teleports, we offer access to our global satellite fleet from virtually every region in the world. Our business is characterized by the following key
strengths:

Stable and predictable cash flow

        We have a history of strong cash flow generation. Because we have nearly completed our committed capital investment program, anticipate only limited working
capital requirements going forward and have a relatively fixed cost structure, we believe we are well positioned to generate strong cash flow to pay dividends to our shareholders and to finance
payments on our debt. In addition, the youth of our fleet means that we do not anticipate entering into a replacement capital expenditure cycle until approximately 2010. For the year ended
December 31, 2004 and the three months ended March 31, 2005, we generated net cash provided by operating activities of $141.2 million and $37.1 million, respectively.

Young satellite fleet

        At March 31, 2005, we had the youngest of the four global fleets in the FSS industry, based on the average number of years the satellites in each of the
global fleets had been in service. We believe the technical characteristics of the satellites we have built and launched to date make our capacity attractive to our customers. These satellites'
high-powered transponders enable customers to improve the reliability of their service and transmit larger amounts of information within a given amount of satellite transponder