333-10364  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
MAGYAR TELEKOM TÁVKÖZLÉSI NYILVÁNOSAN MŰKÖDŐ RÉSZVÉNYTÁRSASÁG
(Exact name of issuer of deposited securities as specified in its charter)
MAGYAR TELEKOM TELECOMMUNICATIONS PUBLIC
LIMITED COMPANY
(Translation of issuer's name into English) 
The Republic of Hungary
(Jurisdiction of Incorporation or organization of Issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, New York 10004
Tel. No.: (212) 623-0636
(Address, including zip code, and telephone number of depositary's principal offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9338
(Address, including zip code, and telephone number of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466

x  immediately upon filing
o  on [date] at [time]
 
If a separate registration statement has been filed to register the deposited shares, check the following box.  o
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be Registered
Proposed Maximum
Offering
Price Per Unit
Proposed Maximum
Aggregate Offering
Price
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Deposit- ary Share representing 5 registered shares, nominal value HUF 100 each of Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság.
N/A
N/A
N/A
N/A

Pursuant to Rule 429, the Prospectus contained herein also relates to American Depositary Shares registered under Form F-6 Registration Statement No. 333-7728.

 
This Post-Effective Amendment to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

The Prospectus consists of the form of American Depositary Receipt (AADR@) included as Exhibit A to the form of Amendment No. 1 Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
 
 
PART I

INFORMATION REQUIRED IN PROSPECTUS

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 
CROSS REFERENCE SHEET
 
 
 
 
Location in Form of
 
Item Number
 
ADR Filed Herewith
 
and Caption
 
as Prospectus
 
 
 
 
1.
Name of depositary and
 
Face, introductory paragraph
 
address of its principal
 
and final sentence on face.
 
executive office
 
 
 
 
 
 
2.
Title of ADR and identity
 
Face, top center and
 
of deposited securities
 
introductory paragraph
 
 
 
 
 
Terms of Deposit
 
 
 
 
 
 
 
(i)
The amount of deposited
 
Face, upper right corner
 
 
securities represented by
 
and introductory
 
 
one unit of ADRs
 
paragraph
 
 
 
 
 
 
(ii)
The procedure for voting,
 
Reverse, paragraph (12)
 
 
if any, the deposited
 
 
 
 
securities
 
 
 
 
 
 
 
 
(iii)
The collection and
 
Face, paragraphs (4), (5) and
 
 
distribution of dividends
 
(7); Reverse, paragraph (10)
 
 
 
 
 
 
(iv)
The transmission of
 
Face, paragraphs (3) and (8);
 
 
notices, reports and
 
Reverse, paragraph (12)
 
 
proxy soliciting material
 
 
 
 
 
 
 
 
(v)
The sale or exercise of
 
Face, paragraphs (4) and (5);
 
 
rights
 
Reverse, paragraph (10)
 
 
 
 
 
 
(vi)
The deposit or sale of
 
Face, paragraphs (4) and (5);
 
 
securities resulting from
 
Reverse, paragraphs (10) and
 
 
dividends, splits or plans
 
and (13)
 
 
of reorganization
 
 
 
 
 
 
 
 
(vii)
Amendment, extension or
 
Reverse, paragraphs (16)
 
 
termination of the deposit
 
and (17) (no provision
 
 
agreement
 
for extension)
 

 
 
Location in Form of
Item Number
 
ADR Filed Herewith
and Caption
 
as Prospectus
 
 
 
 
 
 
(viii)
Rights of holders of ADRs
 
Face, paragraph (3)
 
 
to inspect the transfer books
 
 
 
 
of the Depositary and the
 
 
 
 
lists of holders of ADRs
 
 
 
 
 
 
 
 
(ix)
Restrictions upon the right
 
Face, paragraphs (1), (2),
 
 
to deposit or withdraw the
 
(4) and (5)
 
 
 underlying securities
 
 
 
 
 
 
 
 
(x)
Limitation upon the liability
 
Reverse, paragraph (14)
 
 
of the Depositary and/or the
 
 
 
 
 Company
 
 
 
 
 
 
 
3.
Description of all fees and
 
Face, paragraph (7)
 
charges which may be imposed
 
 
 
directly or indirectly against
 
 
 
the holders of ADRs
 
 
 
 
 
 
 
Item 2. AVAILABLE INFORMATION
 
 
 
 
 
 
Location in Form of
 
Item Number
 
ADR Filed
 
and Caption
 
Herewith as Prospectus
       
2(b) Statement that the foreign
 
Face, paragraph (8)
 
issuer is subject to the
 
 
 
periodic reporting requirements of the
 
 
 
Securities Exchange Act of 1934 and,
 
 
 
accordingly, files certain reports with the
 
 
 
Securities and Exchange Commission
 
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS

(a)(1)  Form of Amended and Restated Deposit Agreement dated as of June 2, 1999 among Magyar Telekom Távközlési Nyilvánosan Működő Részvénytársaság, JPMorgan Chase Bank, N.A. (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of American Depositary Receipts issued thereunder (the "Deposit Agreement"). Previously filed.

(a)(2)  Form of Amendment No. 1 to Deposit Agreement, including the form of ADR, is filed herewith as Exhibit (a)(2).

(b)  Any other agreement, to which the Depositary is a party, relating to the issuance of the Depositary Shares registered hereby or custody of the deposited securities represented thereby. - None.

(c)  Any material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - None.

(d)  Opinion of counsel to the Depositary as to the legality of the securities to be registered. Previously filed.

(e)  Certification under Rule 466. - Filed herewith as Exhibit (e).
 
Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities; and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of a Receipt thirty days before any change in the fee schedule.

1
 
SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all of the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on January 21, 2008.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
 
 
 
By:
JPMORGAN CHASE BANK, N.A., as Depositary
 
 
 
 
 
 
 
 
 
By:
 /s/Melinda L. VanLuit
 
 
Name:
Melinda L. VanLuit
 
 
Title:
Vice President
 
 
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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized in Budapest, Hungary, on December 29, 2007.

 
Magyar Telekom Távközlési Nyilvánosan Működő
 
Részvénytársaság
  
 
(Registrant)
  
   
 
  
   
 
  
 
By:
/s/Christopher Mattheisen
  
 
Name:
Christopher Mattheisen
  
 
Title:
Chief Executive Officer
  
   
 
  
 
By:
/s/Thilo Kusch
  
 
Name:
Thilo Kusch
  
 
Title:
Chief Financial Officer
  

Know all persons by these presents that each officer or director whose signature appears below constitutes and appoints each of the directors named below, jointly and severally, his or her true and lawful attorneys-in-fact and agents with full and several power of substitution, for and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on December 29, 2007.
 
Name
  
Title
     
/s/Christopher Mattheisen
 
Chairman and Chief Executive Officer
Christopher Mattheisen
    
     
/s/Dr. István Földesi
 
Director
Dr. István Földesi
    
     
/s/Dr. Mihály Gálik
 
Director
Dr. Mihály Gálik
    
     
/s/Michael Günther
 
Director
Michael Günther
    
 
3
 
/s/Horst Hermann   Director
Horst Hermann
  
 
 
/s/Thilo Kusch
 
Director and Chief Financial Officer
Thilo Kusch
    
     
/s/Rudolf Kemler
 
Director
Rudolf Kemler
    
     
/s/Frank Odzuck
 
Director
Frank Odzuck
    
     
                   
 
Director
Dr. Ralph Rentschler
    
     
/s/Gregory Lavelle
 
Authorized Representative in the United States
Gregory Lavelle
    

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INDEX TO EXHIBITS

Exhibit Number
 
(a)(2)
Form of Amendment No. 1 to Deposit Agreement.
   
(e)
Rule 466 Certification
 
5