Mail Stop 4561

      December 6, 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.
      Amendments No. 1 and 2 to Form F-1
      Filed December 1, 2005 and December 2, 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.

Financial Statements
1. After reading your most recent response letter, we do not
believe
that the transactions costs related to the formation of Melody
Share
should be included in share-based compensation on the statements
of
operations.  Please revise your filing to classify these costs
within
general and administrative expenses.



Exhibit 5.1
2. We refer you to opinion paragraph (c).  Please strike the
following language from the opinion, "insofar as such statements
purport to summarize Korean tax laws relating to the ADSs (as
defined
in the Registration Statement) and the Shares."

      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)





??

??

??

??

Sanjun Park
WiderThan Co., Ltd.
December 6, 2005
Page 1