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 Partners Limited
78 Brook Street
London W1K 5EF, U.K.
+44 20 7514 8800

This Amendment No. 1 amends and supplements the Schedule 13D filed on January 25, 2006 ("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. 1 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 has advised NTC and the other joint filing persons hereof as follows:

On December 18, 2006, in connection with the Issuer’s possible acquisition of Matel Holdings N.V. from Invitel Holdings N.V. (the “Acquisition”), the Issuer requested TDC A/S (“TDC”) to confirm its willingness to exercise 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, which TDC did by countersigning the request letter (the “Warrant Confirmation Letter”) on January 8, 2007. A copy of the Warrant Confirmation Letter is filed as an exhibit to this Amendment.

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:

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 to TDC by the Issuer, 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) 7,999,782 Shares are beneficially owned by TDC, (ii) 2,500,000 Shares are deemed to be beneficially owned by TDC after its agreed exercise of the Warrants pursuant to the Warrant Confirmation Letter, and (iii) 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 7,999,782 Shares it currently owns and, if TDC converts its 30,000 shares of Series A Convertible Preferred Stock and exercises its Warrants, it will have the sole power to vote and dispose of the Shares acquired upon such conversion and execution.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of Schedule 13D is hereby amended and supplemented by adding the following:

The information contained in Item 3 of this Amendment is incorporated herein by reference.

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

The documents that the Issuer has entered into providing for the Acquisition contemplate that TDC will grant certain management shareholders of the Issuer (the “Management Shareholders”) tag-along rights in the event of any sale of the Issuer’s securities by TDC.  The following is a summary of the material terms of these tag-along rights, which are expected to be contained in an agreement between TDC and the Management Shareholders that will be entered into at or around the time of the closing of the Acquisition (the “Tag-Along Agreement”):

If TDC proposes to transfer to a non-affiliated party (the “Third Party Buyer”), in a single transaction or series of related transactions, equity securities of the Issuer, the Management Shareholders, who continue to be employed or engaged by the Issuer or its subsidiaries at the time of any such proposed transfer, shall have the following rights:

1.     to require the Issuer to purchase concurrently with the sale by TDC up to the number of shares of Common Stock that the Management Shareholder would be entitled to sell to the Third Party Buyer pursuant to point 2 below; provided that the Issuer shall not be required to purchase any shares of Common Stock pursuant to this provision if doing so would cause the Issuer to violate the provisions of any covenants of any third-party indebtedness of the Issuer or its subsidiaries, or if the Issuer does not have sufficient cash-on-hand or available liquidity to make such purchase; and

2.     in the event that the Issuer has informed the Management Shareholders that it will be unable to purchase the shares of Common Stock pursuant to point 1 above, TDC will be required to assure that the Third Party Buyer will allow the Management Shareholders, at their option, to participate with TDC in the completed transfer on a pro rata basis (based on the percentage of TDC’s total shares being transferred).

These tag-along rights will not apply to the following transfers: (i) any sale of securities on a stock exchange in which the Issuer’s securities are traded, including a broker-facilitated transaction pursuant to Rule 144; (ii) any transaction or series of related transactions, including a merger, consolidation or tender offer, in which all shareholders of the Issuer have an equal right to participate on the same terms; and (iii) certain other permitted transfers to be specified in the Tag-Along Agreement.

Item 7.

Material to Be Filed as Exhibits

The following document is hereby filed as exhibit:

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/ Constance Adele Elizabeth Helyar

Constance Adele Elizabeth Helyar

Authorized Person

By:

/s/ Constance Adele Elizabeth Helyar

Constance Adele Elizabeth Helyar

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