SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Notice of Application of TDC A/S (formerly Tele Danmark A/S) to Withdraw

its American Depositary Shares (evidenced by American Depositary Share Receipts, each

Representing One Half of One Ordinary Share, par value DKK 5 each) and Ordinary Shares, par

value DKK 5), from Listing and Registration on the New York Stock Exchange, LLC File No.

1-12998

March 17, 2006

On March 13, 2006, TDC A/S (formerly Tele Danmark A/S), a company incorporated

under the laws of Denmark (“Issuer”), filed an application with the Securities and Exchange

Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934

(“Act”)1 and Rule 12d2-2(d) thereunder,2 to withdraw its American Depositary Shares

(evidenced by American Depositary Share Receipts, each representing one half of one Ordinary

Share, par value DKK 5 each) (“ADS”) and Ordinary Shares, par value DKK 5 each (“Shares”)

(collectively, “Securities”), from listing and registration on the New York Stock Exchange, LLC

(“NYSE”).

On March 3, 2006, the Board of Directors (“Board”) of the Issuer approved a resolution

to withdraw the Securities from listing and registration on NYSE. The Issuer stated that the

following reasons factored into the Board's decision to withdraw the Securities from listing on

NYSE.

First, the number of holders of the ADS resident in the United States decreased

considerably in connection with the completion of the tender offer for all Securities (“Tender

Offer”) by Nordic Telephone Company ApS (“Purchaser”) that expired on January 20, 2006.

Pursuant to the Tender Offer, the Purchaser purchased 88.2% of the share capital of the Issuer.

Based on information provided by Innisfree M&A Incorporated, as of early February 24, 2006,

1

15 U.S.C. 78l(d).

2

there were approximately 1,710 ADS accounts held by U.S. holders containing an aggregate of

approximately 799,122 ADS (or the equivalent of 399,561 Ordinary Shares).

Second, trading of the ADS on NYSE has also decreased since completion of the Tender

Offer. The average daily trading volume of the ADS for the three-week period ending on

February 24, 2006 was approximately 9,200. The average daily trading volume of the ADS for

the corresponding three-week period in 2005 was approximately 32,800. The average daily

trading volume of the ADS for the five-day period ending on February 24, 2006 was

approximately 7,800. The average daily trading volume for the corresponding five-day period in

2005 was 71,100. The average daily trading volume of the ADS for the one-year period ending

on February 24, 2006 was approximately 32,400. The daily trading volume on February 24,

2006 was approximately 3,900. These decreases, as well as the factors mentioned below, have

caused the Issuer to re-evaluate the merits of maintaining its NYSE listing and registration under

the Act.

Third, the Issuer has adopted amendments to its articles of incorporation to permit the

Purchaser to redeem all outstanding shares (including those represented by the ADS) not held by

the Purchaser in a compulsory acquisition. The Board took notice of certain protests raised

against the validity of said amendments; irrespective thereof the U.S. delisting were still

considered to be in the best interest of the Issuer.

In addition, in connection with the proposed delisting from NYSE, the Board also

considered that the Board, following the extraordinary general meeting of the Issuer’s

shareholders held on February 28, 2006, does not include any directors who satisfy the

“independence” standards under NYSE’s corporate governance rules. The Issuer is therefore

2

17 CFR 240.12d2-2(d).

3

unable to comply with Subsection 303A.06 of the Listed Company Manual, which requires that

the Issuer have an audit committee, each member of which satisfies the independence standards

of the NYSE. The Board has therefore decided not to form an audit committee for the time

being. As a result, the Issuer is in material non-compliance with NYSE’s Corporate Governance

Standards applicable to foreign private issuers. The Issuer stated that the Shares are currently

listed on the Copenhagen Stock Exchange and the Issuer expects to seek to withdraw the Shares

on the Copenhagen Stock Exchange.

The Issuer stated in its application that it has complied with NYSE's rules governing an

issuer's voluntary withdrawal of a security from listing and registration by providing NYSE with

the required documents governing the removal of securities from listing and registration on

NYSE.

The Issuer's application relates solely to the withdrawal of the Securities from listing on

NYSE and from registration under Section 12(b) of the Act,3 and shall not affect their obligation

to be registered under Section 12(g) of the Act.4

Any interested person may, on or before April 12, 2006, comment on the facts bearing

upon whether the application has been made in accordance with the rules of NYSE, and what

terms, if any, should be imposed by the Commission for the protection of investors. All

comment letters may be submitted by either of the following methods:

Electronic comments:

•

Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or

•

Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-12998 or;

Paper comments:

3

15 U.S.C. 78l(b).

4

•

Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and

Exchange Commission, 100 F Street, NE, Washington, DC 20549-1090.

All submissions should refer to File Number 1-12998. This file number should be included on

the subject line if e-mail is used. To help us process and review your comments more

efficiently, please use only one method. The Commission will post all comments on the

Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also

available for public inspection and copying in the Commission's Public Reference Room. All

comments received will be posted without change; we do not edit personal identifying

information from submissions. You should submit only information that you wish to make

available publicly.

The Commission, based on the information submitted to it, will issue an order granting

the application after the date mentioned above, unless the Commission determines to order a

hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated

authority. 5

Nancy M. Morris

Secretary

4

5

15 U.S.C. 78l(g).

17 CFR 200.30-3(a)(1).