UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Lawrence H. Guffey
The Blackstone Group
40 Berkeley Square
London W1J 5AL, U.K.
+44 20 7451 4000

Richard Wilson
Apax Partners Worldwide LLP
15 Portland Place
London W1B 1PT, U.K.
+44 20 7572 6300

Kurt Björklund
Permira Advisers KB
Birger Jarlsgatan 12
114 34 Stockholm
Sweden
+46 8503 122 00

Oliver Haarmann
Kohlberg Kravis Roberts & Co. Ltd.
7 Carlton Gardens
London SW1Y 5AD, U.K.
+44 20 7839 9800

Gustavo Schwed
Providence Equity LLP
(formerly “Providence Equity Partners Limited”)
78 Brook Street
London W1K 5EF, U.K.
+44 20 7514 8800

This Amendment No. 2 amends and supplements the Schedule 13D filed on January 25, 2006, as amended by Amendment No.1 thereto (the “Schedule 13D”), by Nordic Telephone Company ApS (“NTC”) and the other joint filing persons as described therein. Capitalized terms used but not otherwise defined in this document have the meanings assigned to them in the Schedule 13D.

Neither the filing of this Amendment No. 2 to the Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that any such person is the beneficial owner of any of the shares of Hungarian Telephone and Cable Corp. (the “Issuer”) referred to herein for the purposes of Section 13(d) of the Securities Exchange Act 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 3.

Source and Amount of Funds or Other Consideration

Item 3 of Schedule 13D is hereby amended and supplemented by adding the following: 

TDC A/S (formerly Tele Danmark, A/S) (“TDC”) has advised NTC and the other joint filing persons hereof as follows:

On March 28, 2007, TDC fully exercised warrants No.1 through No. 25, each dated as of June 15, 2005, as filed as Exhibit 10.3 to Form 10-Q of the Issuer for the quarter ended June 30, 2005, as filed on December 8, 2005 (the “Warrants”), to purchase 2,500,000 shares of common stock of the Issuer pursuant to the Warrant Confirmation Letter, dated as of January 8, 2007 and filed as Exhibit 99.15 to Amendment No. 1 of the Schedule 13D, as filed on January 10, 2007.  The purchase price for the 2,500,000 shares of common stock of the Issuer was paid by TDC in full by delivery to the Issuer of the twenty-five floating rate unsecured notes that had been delivered to TDC on June 15, 2005, as filed as Exhibit 10.4 to Form 10-Q of the Issuer for the quarter ended June 30, 2005, as filed on December 8, 2005 (the “Notes”).

Item 5.

Interest in Securities of the Issuer

(a) – (b) The responses contained in sub-section (a) – (b) of Item 5 of Schedule 13D are hereby incorporated by reference, except the last sentence of the second paragraph of the responses, which shall hereby be deleted and replaced in its entirety by the following:

TDC has advised NTC and the other joint filing persons hereof as follows:

(a) – (b) TDC beneficially owns 10,799,782 Shares of the Issuer (including any Shares that are deemed to be beneficially owned by TDC) and, based on information provided by the Issuer to TDC, as of December 18, 2006, such Shares constitute approximately 65.8% of the outstanding Shares of the Issuer.  Of the 10,799,782 Shares beneficially owned by TDC, (i) 10,499,782 Shares are beneficially owned by TDC, and (ii) 300,000 Shares are deemed to be beneficially owned by TDC because TDC owns 30,000 shares of Series A Convertible Preferred Stock of the Issuer, each of which is convertible into ten Shares at the option of the holder of those shares.

TDC has the sole power to vote and dispose of all of the 10,499,782 Shares it currently owns and, if TDC coverts its 30,000 shares of Series A Convertible Preferred Stock, it will have the sole power to vote and dispose of the Shares acquired upon such conversion. 

NORDIC TELEPHONE COMPANY INVESTMENT APS

By:

/s/ Richard Wilson

Richard Wilson

Director

By:

/s/ Oliver Haarmann

Oliver Haarmann

Director

By:

/s/ Gustavo Schwed

Gustavo Schwed

Director

By:

/s/ Lawrence H. Guffey

Lawrence H. Guffey

Director

By:

/s/ Kurt Björklund

Kurt Björklund

Director

By:

/s/ Adrian Beecroft

Adrian Beecroft

Authorized Person

By:

/s/ Adrian Beecroft

Adrian Beecroft

Authorized Person

By:

/s/ Denise Fallaize

Denise Fallaize

Authorized Person

By:

/s/ Denise Fallaize

Denise Fallaize

Authorized Person

By:

/s/ Adrian Beecroft

Adrian Beecroft

Authorized Person

By:

/s/ Christina Mccarthy

Christina Mccarthy

Authorized Signatory

By:

/s/ Christina Mccarthy

Christina Mccarthy

Authorized Signatory

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Robert Friedman

Robert Friedman

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

By:

/s/ Perry Golkin

Perry Golkin

Authorized Person

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe III G.P. Limited as general partner of

)

Alternate Director

Permira Europe III G.P. L.P. as

)

general partner of Permira Europe III L.P.

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe III G.P. Limited as general partner of

)

Alternate Director

Permira Europe III G.P. L.P. as

)

general partner of Permira Europe III L.P.

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe III G.P. Limited as general partner of

)

Alternate Director

Permira Europe III G.P. L.P. as

)

managing limited partner of Permira Europe III GmbH & Co. KG

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Nominees Limited as nominee for

)

Alternate Director

Permira Investments Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe III G.P. Limited as administrator of

)

Alternate Director

Permira Europe III Co-investment Scheme

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe III G.P. Limited as general partner of

)

Alternate Director

Permira Europe III G.P. L.P.

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe III G.P. Limited

)

Alternate Director

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Holdings Limited

)

Alternate Director

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe II Managers L.P. as

)

Alternate Director

general partner of Permira Europe II L.P. 1,

)

acting by its general partner

)

Permira (Europe) Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe II Managers L.P. as

)

Alternate Director

general partner of Permira Europe II L.P. 2

)

acting by its general partner

)

Permira (Europe) Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe II Managers L.P. as

)

Alternate Director

managing general partner of

)

Permira Europe II C.V. 3

)

acting by its general partner

)

Permira (Europe) Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe II Managers L.P. as

)

Alternate Director

managing general partner of

)

Permira Europe II C.V. 4

)

acting by its general partner

)

Permira (Europe) Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira (Europe) Limited as manager of

)

Alternate Director

Permira Europe II Co-investment Scheme

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

SV (Nominees) Limited as nominee for

)

Alternate Director

Schroder Ventures Investments Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira Europe II Managers L.P.

)

Alternate Director

acting by its general partner

)

Permira (Europe) Limited

)

Signed by

)

/s/ Alistair Boyle

for and on behalf of

)

Alistair Boyle

Permira (Europe) Limited Alternate Director

)

Alternate Director

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Person

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Person

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Person

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Person

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Person

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Person

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Signatory

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Signatory

By:

/s/ Paul J. Salem

Paul J. Salem

Authorized Signatory

By:

/s/ Jonathan M. Nelson

Jonathan M. Nelson

Authorized Signatory

By:

/s/ Jonathan M. Nelson

Jonathan M. Nelson

Authorized Signatory

/s/ Paul J. Salem

Paul J. Salem

/s/ Glenn M. Creamer

Glenn M. Creamer

/s/ Jonathon M. Nelson

Jonathon M. Nelson

/s/ Peter G. Peterson

Peter G. Peterson

/s/ Stephen A. Schwarzman

Stephen A. Schwarzman