Mail Stop 4561

      November 29, 2005


Sanjun Park
Chief Executive Officer
WiderThan Co., Ltd.
17F, K1 Building, 463 3-GA, Chungjeong-RO, Seodaemun-GU
Seoul 120-709, Korea

Re:	WiderThan Co., Ltd.
      Form F-1
      Filed November 18, 2005
      File No. 333-129806

Dear Mr. Park:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

	All page numbers refer to the marked courtesy copy of the
registration statement that you provided to us.

General
1. Please file all prior correspondence, which was submitted to us
in
hard copy, electronically on EDGAR.  This includes, but is not
limited to, your response letter submitted to us on November 18,
2005.


Financial Condition, page 59
2. We note your responses to prior comments 1 and 2 and your
revisions to the disclosure.  Please give consideration to further
revision as your response to prior comment 2 that begins "In such
a
case,..." doesn`t appear to be consistent with the preceding
situation which is that Melody Share Corporation`s Series C
preferred
stock is converted into common stock which is sold into the
offering.

Unaudited Consolidated Statements of Operations, page F-3
3. We have reviewed your response to prior comment four and do not
understand how you concluded that costs incurred by Melody Share
Corporation are "directly attributable" to the offering of
securities.  It appears that the offering could occur without the
formation of Melody Share Corporation.  Also, because Melody Share
Corporation was formed to facilitate stock-based compensation, it
appears that these costs could have also been incurred without the
issuance of securities.  Please explain the basis for you
conclusions
in further detail giving consideration to the above scenarios.

Exhibit Index
4. Please revise the exhibit table to include, under Exhibit 8.1,
a
reference to the foreign tax opinion included in Exhibit 5.1.

Exhibit 5.1
5. We refer you to opinion paragraph (c).  In providing a short
form
tax opinion, counsel must state that the referenced disclosure
represents its opinion.  It is inappropriate to opine on the
fairness
of the disclosure, or to state that the disclosure represents a
summary of the tax effects.

Exhibit 8.2
6. Please file a revised opinion from counsel that includes the
file
number of your registration statement and acknowledges that the F-
6,
noted in the opinion, has been filed with the Commission.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Howard Efron, Accountant, at (202) 551-3439
or
Steven Jacobs, Accounting Branch Chief, at (202) 551-3403 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact David Roberts, Staff Attorney, at (202)
551-
3856 or the undersigned at (202) 551-3694 with any other
questions.

      Sincerely,



      Owen Pinkerton
      Senior Counsel


cc:	Jin Hyuk Park, Esq. (via facsimile)
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Sanjun Park
WiderThan Co., Ltd.
November 29, 2005
Page 1