Securities Exchange Act of 1934
Rule 14d-10(a)(1)

Exemptive Letter: Offer by Qatar Telecom Q.S.C. for Series B Shares and ADSs of PT Indosat Tbk

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

January 5, 2008

Via Facsimile (212) 259-6333 and U.S. Mail

Morton A. Pierce, Esq.
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019

Dear Mr. Pierce:

We are responding to your letter dated January 5, 2009 to Michele M. Anderson, Christina E. Chalk and Daniel F. Duchovny, as supplemented by conversations with the staff. We attach a copy of that letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter, unless otherwise noted.

On the basis of your representations and the facts presented in your letter dated January 5, 2009, the United States Securities and Exchange Commission hereby grants an exemption from Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) is granted to permit Qtel to make the U.S. Offer available only to holders of Indosat ADSs. The Indonesian Offer will be open to all holders of Indosat Series B Shares, including U.S. holders.

In granting this relief, we note in particular your representation that under Indonesian law, all persons who hold B Shares in direct share form and who wish to participate in the Offers must tender into the Indonesian Offer. We also note that Qtel will permit all U.S. holders who hold B Shares in direct share form to convert their B Shares into ADS form at no cost to the holders, in order to allow them to participate in the U.S. Offer.

The foregoing exemption is based solely on the representations and the facts presented in your letter dated January 5, 2009, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rule listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 14(e) of the Exchange Act and Rule 10b-5 under the Exchange Act. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the parties to this transaction. We express no view with respect to any other questions the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

Sincerely,

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Michele M. Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

Incoming Letter:

The Incoming Letter from Dewey & LeBoeuf and the Incoming Letter from Bahar & Partners are in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2009/qtelindosat010509.htm