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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)

TDC A/S (Name of Issuer)
Ordinary Share of DKK5 each (Title of Class of Securities)
ISIN DK0010253335 (ISIN Number)

Lawrence H. Guffey The Blackstone Group International Limited 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	Copy To: Michael Wolfson, Esq. Simpson Thacher & Bartlett LLP Citypoint One Ropemaker Street London EC2Y 9HU, U.K. +44 20 7275 6500	Gustavo Schwed Providence Equity Partners Limited 78 Brook Street London W1K 5EF, U.K. +44 20 7514 8800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 11, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. o

This Amendment No. 3 amends and supplements the statement on Schedule 13D, filed with the Securities and Exchange Commission on December 9, 2005, as amended by Amendment No. 1 filed with the Securities and Exchange Commission on December 22, 2005 and Amendment No. 2 filed with the Securities and Exchange Commission on January 10, 2006 (the "Schedule 13D") with respect to the shares of DKK5 each ("TDC Shares") issued by TDC A/S, a Danish public limited company with its registered company with its registered office in Copenhagen, registered with the Danish Commerce and Companies Agency under CVR No. 14773908 (the "Issuer"). Each item below amends and supplements the information disclosed under the corresponding item of the Schedule 13D. Unless otherwise indicated herein, terms used but not defined in this Amendment No. 3 shall have the same respective meanings herein as are ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On January 11, 2006, Nordic Telephone Holding Company ApS entered into a financing facility to finance the Purchaser's possible purchases of additional TDC Shares.

The financing is made available under a term facility agreement dated January 11, 2006 (the "Market Purchase Facility Agreement") entered into between Nordic Telephone Company Holding ApS and The Royal Bank of Scotland plc as facility agent and original lender (together with any other lender that may become party to the Market Purchase Facility Agreement from time to time, the "Market Purchase Lenders").

The facility made available under the Market Purchase Facility Agreement is a term loan facility (the "OMP Facility") of up to EUR 103,000,000 in the aggregate, to be used to finance the consideration payable by the Purchaser in respect of purchases of TDC Shares on the open market or by private arrangement (amounts borrowed by Nordic Telephone Company Holding ApS (the direct parent company of the Purchaser) to be invested in the Purchaser by way of equity) and pay fees, costs and expenses relating thereto.

The OMP Facility will accrue interest at a rate per annum based on the aggregate of the margin, EURIBOR and additional costs (if any). The margin for the OMP Facility is 0.675% per annum.

The OMP Facility is required to be repaid in full on the date 30 days from and including the date of first utilization of the OMP Facility.

None of Nordic Telephone Company Holding ApS, the Purchaser or any member of the TDC Group will be required to provide a guarantee or security in respect of the OMP Facility.

The Market Purchase Facility Agreement requires Nordic Telephone Company Holding ApS and the Purchaser to observe certain customary covenants including, but not limited to, negative covenants in relation to financial indebtedness, security interests and disposals.

The Market Purchase Facility Agreement sets out a number of customary events of default including, but not limited to, those dealing with failure to pay and insolvency proceedings. Failure to perform or observe any term, condition or covenant in the Market Purchase Facility Agreement will constitute an event of default. Upon the occurrence and during the continuance of an event of default, the Market Purchase Lenders have the right to (i) declare all or any portion of the obligations immediately due and payable, (ii) cease advancing money or extending credit and (iii) terminate the OMP Facility as to any future obligation.

The foregoing summary of the Market Purchase Facility Agreement is qualified entirely by reference to Exhibit 9.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The response to Item 3 of this Schedule 13D is hereby incorporated herein by reference. The press release attached hereto as Exhibit 10 is hereby incorporated herein by reference.

Item 7. Materials to be Filed as Exhibits

The following documents are hereby filed as exhibits:

Number		Exhibit
9.		Market Purchase Facility Agreement between Nordic Telephone Company Holding ApS and The Royal Bank of Scotland plc, dated January 11, 2005.
10.		Press Release of the Bidder, dated January 11, 2006.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

NORDIC TELEPHONE COMPANY APS
By:	/s/ RICHARD WILSON	By:	/s/ LAWRENCE H. GUFFEY
Name:	Richard Wilson	Name:	Lawrence H. Guffey
Title:	Director	Title:	Director
By:	/s/ OLIVER HAARMANN	By:	/s/ KURT BJÖRKLUND
Name:	Oliver Haarmann	Name:	Kurt Björklund
Title:	Director	Title:	Director
By:	/s/ GUSTAVO SCHWED
Name:	Gustavo Schwed
Title:	Director
NORDIC TELEPHONE COMPANY INVESTMENT APS
By:	/s/ RICHARD WILSON	By:	/s/ LAWRENCE H. GUFFEY
Name:	Richard Wilson	Name:	Lawrence H. Guffey
Title:	Director	Title:	Director
By:	/s/ OLIVER HAARMANN	By:	/s/ KURT BJÖRKLUND
Name:	Oliver Haarmann	Name:	Kurt Björklund
Title:	Director	Title:	Director
By:	/s/ GUSTAVO SCHWED
Name:	Gustavo Schwed
Title:	Director


For and on behalf of Apax Partners Europe Managers Ltd. as Manager of Apax Europe VI-A, L.P.
By:	/s/ ADRIAN BEECROFT


Name:	Adrian Beecroft
Title:	Authorized Person


For and on behalf of Apax Partners Europe Managers Ltd. as Manager of Apax Europe VI-1 L.P.
By	/s/ ADRIAN BEECROFT


Name:	Adrian Beecroft
Title:	Authorized Person


For and on behalf of Apax Europe VI GP, Co. Ltd. as general partner of Apax Europe VI GP, L.P. Inc.
By	/s/ DENISE FALLAIZE


Name:	Denise Fallaize
Title:	Authorized Person


For and on behalf of Apax Europe VI GP, Co. Ltd.
By	/s/ DENISE FALLAIZE


Name:	Denise Fallaize
Title:	Authorized Person


For and on behalf of Apax Partners Europe Managers Ltd.
By	/s/ ADRIAN BEECROFT


Name:	Adrian Beecroft
Title:	Authorized Person


Blackstone NSS Communications Partners (Cayman) L.P. By Blackstone Communications Management Associates (Cayman) L.P., its general partner By Blackstone FI Communications Associates (Cayman) Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Family Communications Partnership (Cayman) L.P. By Blackstone Communications Management Associates (Cayman) L.P., its general partner By Blackstone FI Communications Associates (Cayman) Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Capital Partners (Cayman) IV L.P. By Blackstone Management Associates (Cayman) IV L.P., its general partner By Blackstone LR Associates (Cayman) IV Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Capital Partners (Cayman) IV-A L.P. By Blackstone Management Associates (Cayman) IV L.P., its general partner By Blackstone LR Associates (Cayman) IV Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Family Investment Partnership (Cayman) IV-A L.P. By Blackstone Management Associates (Cayman) IV L.P., its general partner By Blackstone LR Associates (Cayman) IV Ltd., its general partner

By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Participation Partnership (Cayman) IV L.P. By Blackstone Management Associates (Cayman) IV L.P., its general partner By Blackstone LR Associates (Cayman) IV Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Communications Management Associates (Cayman) L.P. By Blackstone FI Communications Associates (Cayman) Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone Management Associates (Cayman) IV L.P. By Blackstone LR Associates (Cayman) IV Ltd., its general partner
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone FI Communications Associates (Cayman) Ltd.
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Blackstone LR Associates (Cayman) IV Ltd.
By:	/s/ ROBERT FRIEDMAN


Name:	Robert Friedman
Title:	Authorized Person


Signed by for and on behalf of KKR Millennium Fund (Overseas), Limited Partnership By: KKR Associates Millennium (Overseas), Limited Partnership, its general partner By: KKR Millennium Limited, its general partner
By:	/s/ PERRY GOLKIN
	Name:	Perry Golkin
	Title:	Authorized Person
Signed by for and on behalf of KKR Associates Millennium (Overseas), Limited Partnership
By: KKR Millennium Limited, its general partner
By:	/s/ PERRY GOLKIN
	Name:	Perry Golkin
	Title:	Authorized Person
Signed by for and on behalf of KKR Millennium Limited
By:	/s/ PERRY GOLKIN
	Name:	Perry Golkin
	Title:	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. 1	)
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. 2	)
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 Permira Holdings Limited	)	Alistair Boyle
	)	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

PROVIDENCE EQUITY OFFSHORE PARTNERS V L.P.
By: Providence Equity Offshore GP V L.P.,the General Partner

By: Providence Equity Partners (Cayman) V Ltd., its general partner

	By:	/s/ JONATHAN NELSON
	Name:	Jonathan Nelson
	Title:	Authorized Person
PROVIDENCE EQUITY OFFSHORE GP V L.P. By: Providence Equity Partners (Cayman) V Ltd., its general partner

	By:	/s/ JONATHAN NELSON
	Name:	Jonathan Nelson
	Title:	Authorized Person
PROVIDENCE EQUITY PARTNERS (CAYMAN) V LTD.

By:	/s/ JONATHAN NELSON
Name:	Jonathan Nelson
Title:	Authorized Person
/s/ PAUL J. SALEM Paul J. Salem
/s/ GLENN M. CREAMER Glenn M. Creamer
/s/ JONATHAN M. NELSON Jonathan M. Nelson
/s/ PETER G. PETERSON Peter G. Peterson
/s/ STEPHEN A. SCHWARZMAN Stephen A. Schwarzman

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Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 7. Materials to be Filed as Exhibits

TDC A/S SC 13D/A