Exhibit 14.2.  Rules of Procedure
of Magyar Telekom Plc.s Audit Committee  1. Status,
Purpose and Role  1.1 The Audit
Committee (the Committee) of Magyar Telekom Telecommunications Public Limited
Company (the Company) is a permanent committee composed  by selection of the
Companys General Meeting  of independent members of the Companys Supervisory
Board pursuant to the authorization set out in Article 311 of Act IV of
2006 on Business Associations (hereinafter referred to as Gt.) and Article 62
of Act CXX of 2001 on the Capital Market (hereinafter referred to as Tpt.).  1.2 The purpose
of the Committee is, inter alia, to oversee (1) the integrity of the
Companys financial statements, (2) the Companys compliance with legal
and regulatory requirements falling within the scope of authorities and
responsibilities of the Committee, as set forth in detail in Rule 4
hereto, (3) the qualifications and independence of the Companys
independent external auditor (the Auditor)and (4) the performance of the Companys
internal audit function and independent auditors.  1.3 The Committee
shall act independently within its scope of authority provided in the Gt. and
in the Articles of Association, and in compliance with the rules and
regulations of the Budapest Stock Exchange, the New York Stock Exchange (the NYSE)
and the US Securities and Exchange Commission (SEC), as well as the
provisions and rules of the US Securities Exchange Act of 1934 (the Exchange
Act).  1.4 Having regard
to the fact that (i) it is the responsibility of the Companys Board of
Directors to ensure that the Companys financial statements are prepared and
the Companys books are kept in accordance with applicable laws and
regulations, and (ii) it is the responsibility of the Companys
independent external auditor to audit the Companys financial statements, the
Committees role is one of oversight in accordance with the provisions of the
Gt., the Companys Articles of Association and these Rules of Procedure,
and in performing its tasks, the Committee relies on the integrity of the
individuals and bodies within and outside the Company that provide information
to it, as well as on the integrity and accuracy of the information provided by
such individuals and bodies to the Committee.  2.
Membership/organization  The Committee is
composed of at least three (3) but not more than five (5) members who
are elected directly by the General Meeting from the independent members of the
Supervisory Board by a simple majority of the votes, for the same duration as
the members of the Supervisory Board are elected.  Only those persons who comply with
requirements for independence applicable to the Company pursuant to the Gt.,
the Tpt., the Exchange Act and the rules and regulations of the SEC and
the NYSE can be elected as members of the Committee.  At least one Committee member must have a
qualification in accountancy and/or be a qualified auditor. At least one
Committee member must be a financial expert as defined in the SEC regulations.
The Committee Chairman and Financial Expert shall be elected by the Committee
members.


3. Operation  3.1. General
principle  The Committees Rules of
Procedure and Pre-Approval Policy shall be determined by the Committee itself
and enter into force through the Committees approval Resolutions.  3.2. Meetings  The Committee
shall meet as needed, but at least four (4) times a year. One meeting
shall be held before the year-end audit (conducted according to Hungarian
Auditing Standards (HAS), International Standards on Auditing (ISA) and
Public Company Accounting Oversight Board (PCAOB) standards); the others
shall be held as needed, or shortly after completion of the year-end audit.  The Committee
shall also meet separately, periodically, with the Companys management, with
the Companys internal auditors and with the Companys independent auditors.  The Chairman
shall convene and chair the Committees meetings. The Committee meeting shall
be convened upon a request of any Committee member made with a detailed proposal
for the agenda. In a justified case the Auditor may request the Chairman to
convene the meeting.  3.3. Secretariat  The Committees
secretarial tasks shall be performed by its own Secretariat (Secretariat).  3.4. Agenda  The Committee
shall approve its meeting schedule for the next year after having reviewed its
tasks at its last meeting in a year. The agenda of the Committee meeting shall
be prepared by the Secretariat on the basis of the meeting schedule and the
modifications necessary to be made during the year and shall be approved by the
Chairman. After the opening of the meeting, the meeting agenda proposed by the
Chairman shall also be approved by the Committee with a procedural resolution.  3.5. Notice on
convening a meeting  The notice on convening
a meeting shall be delivered to the Committee members five (5) working
days before the date of the meeting, when possible. The notice shall show the
meeting agenda, venue and time. The Committee meeting may also be held through
conference call if communications equipment enables all attendees to hear each
other simultaneously.  Discussion
materials shall be attached to the notice.  3.6. Quorum and
adoption of resolutions  The Committee
shall have a quorum if at least three (3) members are present at the
meeting. The Committee passes its resolutions by simple majority with the
condition that in the case of tie votes the vote of the Chairman shall decide.  3.7. Adoption of
resolution without holding a meeting  The Committee may
pass resolutions without holding a meeting, in writing, through voting by
fax.  Voting by fax shall be initiated by
the Committee Chairman, or by any Committee member if a Chairman hasnot yet
been elected.Voting by fax shall be valid and the resolution shall be regarded
as adopted if at least three (3) Committeemembers returned their signed
voting sheets with unanimous votes to the Secretariat.  The Secretariat shall notify in writing the
Committee members and when necessary the functional areas whose scope of responsibilities
is affected by the resolution, about the


adoption of the
resolution and the date of its entry into force.  3.8. Invitees to
the meeting  In addition to
the Committees members, such other persons may attend the Committees meetings
as invitees as may be determined by the Chairman.  3.9. Closed
meeting  Upon request of
any of its members, the Committee may decide to hold a closed meeting on any
issue. Only the Committee members and the invitees specifically invited to the
given meeting may attend such closed meeting.  3.10. Minutes  Minutes shall be taken
at all Committee meetings. Unless the Committee decides otherwise, a voice
recording shall be made of the Committee meetings. The members of the
Secretariat shall be responsible for ensuring that such voice recordings are
retained in a secure location for not less than [five (5) years]. [Such
voice recordings shall be confidential, and shall not be disclosed to any
person without the Chairmans consent, other than to current members of the
Committee, to persons who were members of the Committee at the time when a
particular recording was made and to persons who attended the meeting of which
such recording was made.] The Minutes shall contain the venue and time of the
meeting, names of the attendees, agenda, major issues questioned during the
discussion of the individual agenda items and responses to the questions,
resolutions, number of votes cast on the resolutions, negative votes and
abstentions.   The Chairman and the
keeper of the Minutes shall sign the Minutes. The authentic Minutes shall be
sent to the Committee members and  when necessary  the invitees who attended
the meeting of which such Minutes were made.  
The authentic Minutes of a closed meeting may be sent to individuals
other than the Committee members and invitees to the closed meeting only with
the approval of the Chairman.  4. Scope of
authorities and responsibilities  The Committee
shall, in particular  4.1.Be directly responsible
for the oversight of the work of the Auditor engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or
attest services for the Company;  4.2.Make recommendations
directly to the General Meeting of shareholders with respect to the
appointment, compensation and recall of the Auditor;  4.3.Prepare the agreement to
be entered with the Auditor;  4.4.Pre-approve the audit
and non-audit related services provided by the Auditor to the Company and the
related fees, with the exception of fees within the exclusive scope of authority
of the General Meeting as set out in Rule 6 below, to ensure that the
Auditors independence from the Company is maintained;  4.5.Monitor the
reasonableness of audit fees and quality of work performed by the Auditor (e.g.
staffing, experience of auditing personnel, man hours expected, timeliness);  4.6.Monitor enforcement of
the Auditors professional requirements 
and the Auditors compliance with the rules regarding conflict of
interest, cooperate with the Auditor and, if necessary, propose measures to be
taken by the Supervisory Board, the Board of Directors or the General Meeting
regarding the Auditor;  4.7.At least annually, and
every time before making a proposal with respect to the election of an Auditor,
obtain and review a written report from the Auditor describing (a) the
internal quality-control procedures of the Auditors firm, (b) any
material issues raised by the most recent


internal
quality-control review, or peer review, of the Auditors firm, or by any
inquiry or investigation by government or professional authorities, within the
preceding five years, respecting one or more independent audits carried out by
the Auditors firm, and any steps taken to deal with any such issues, and (c) all
relationships between the Auditor, or a close relative (as defined in the
Hungarian Civil Code) of any of the individuals appointed to undertake audit
work for the Company or any of its affiliates on behalf of the Auditor or of
any of the partners in the Auditors firm and (i) the Company or any of its
affiliates, or (ii) any member of the Board of Directors, the Supervisory
Board or the Management Committee of the Company or any of its affiliates;  4.8.Review with the Auditor
any problems or difficulties regarding the Companys audit, and the response of
the Companys management to any such problems raised by the Auditor;  4.9.Facilitate the
resolution of any disagreement between the Companys management and the Auditor
with respect to financial reporting;  4.10.Determine the
circumstances in which, and conditions subject to which, employees and former
employees of the Auditor may be hired by the Company or its affiliates;  4.11.Review and evaluate the
operation of the financial reporting system and propose necessary measures;  4.12.Support the work of the
Supervisory Board with respect to the proper supervision of the financial
reporting system;  4.13.Review and evaluate (a) financial
reports prepared according to the Accounting Act and (b) proposals
regarding the acceptance of such reports and the use of after-tax profits prior
to their submission to the Supervisory Board;  4.14.Review and evaluate the
financial reports prepared according to International Financial Reporting
Standards (IFRS) and the Auditors audit report, especially in connection
with changes to accounting guidelines or practice of the IFRS, accounting
adjustments, profitability preconditions, etc.;  4.15.Meet with the Auditor
and the Companys management to discuss and comment upon the reports referred
to in Rules 4.13 and 4.14 above;  4.16.Review and evaluate the
Management Letter;  4.17.Review and evaluate
reports to be submitted to the stock exchanges, the SEC and other financial
authorities;  4.18.Discuss the Companys
earnings press releases, as well as financial information and earnings guidance
provided to analysts and rating agencies;  4.19.Review and evaluate the
internal audit environment, the internal control environment influencing the
preparation of financial reports and the processes applied during the preparation
of financial reports and, if necessary, propose measures to be taken by the
Supervisory Board or the Board of Directors regarding the preparation of
financial reports;  4.20.Review and evaluate the
effectiveness of the internal audit function;  4.21.Review and evaluate the
internal audit workplan;  4.22.Review and evaluate the
report on the activity of the internal audit function;  4.23.Review and evaluate the
first priority (A) internal audit reports on financial subjects;  4.24.Review, evaluate and, if
appropriate, consent to proposals submitted to the Committee by the Board of
Directors in relation to the appointment, compensation and recall of the Group
Compliance Director, and oversee the work of the Group Compliance Director in
accordance with the scope described in the Group Compliance Manual and the
related directives and policies.  4.25.Review, discuss and
comment upon the Companys policies with respect to risk assessment and risk
management;  4.26.Establish procedures for
(a) the receipt, retention and treatment of complaints received by the
Company regarding accounting, internal accounting controls or auditing matters
and (b) the confidential, anonymous submission by employees of the Company
of concerns regarding questionable accounting or auditing matters;  4.27.Review the Committees
tasks on a yearly basis;  4.28.If necessary, conduct an
independent internal investigation into (a) agreements of, and/or payments
made by, the Company, (b) matters that relate to the accuracy and reliability
of the


books and records
of the Company, (c) matters and suspects identified by the Auditor, the
Group Compliance Director and/or the internal audit function, and/or (d) matters
that relate to the potential liability of the Company and/or any of its
employees or officers under the US Foreign Corrupt Practices Act, Sections
258/B to 258/F of the Hungarian Criminal Code, the Exchange Act, the US
Sarbanes-Oxley Act of 2002, or (e) any similar legislation in any other
relevant jurisdiction;  4.29.Within the scope of such
investigation, (a) inspect, subject to applicable data privacy laws, the
books, records, contracts and documents of the Company (including documents in
printed and electronic form, including all emails, documents and other data
found on the systems and devices of the Company), and (b) interview
employees, officers and directors of the Company, or any other third parties,
who may have information relevant to the investigation;  4.30.If necessary, report,
subject to applicable data privacy laws, the facts and circumstances giving
rise to, and the findings of, such investigation to the Auditor and to
competent law enforcement and regulatory authorities (including, without
limitation, the Hungarian Financial Supervisory Authority, the SEC, the US
Department of Justice and any other authority to whom reporting is necessary
under applicable law or otherwise in the interests of the Company);  4.31.Depending on the
findings of such investigation (a) forward remedial actions proposed by
management, outside counsel and/or the Committee to the Board of Directors, (b) review
and evaluate the implementation of such remedial actions, (c) report its
findings with respect to the implementation of such remedial actions to
competent law enforcement and regulatory authorities and (d) report its
findings to the Auditor; and  4.32.Complete any
other tasks that the Articles of Association assign to the scope of authority
of the Committee.  5. External
advisors  The Committee may, if it
deems necessary for the fulfillment of its duties, engage external advisor(s).
In particular, the Committee may engage outside counsel and other advisors to
conduct independent investigations referred to in Rule 4.28. above, and to
represent the Committee before the authorities.  6. Cost funding  The Company shall
provide appropriate funding for the following purposes: (a) fees payable
to the independent external auditor responsible for preparing and issuing the
audit report, performing other audit, review or attest services for the
Company, (b) remuneration of external advisors engaged by the Committeeand
(c) ordinary administrative expenses of the Committee that are necessary
or appropriate in carrying outits duties. The Committee shall determine the
fees and costs identified in (b) and (c) above at its own discretion,
and shall provide the General Meeting with a recommendation with respect to the
fees and costs identified in (a) above and within the exclusive scope of
authority of the General Meeting.  7. Annual
assessment  The Committee
shall assess its own performance annually. The self-assessment shall be
attached to the Minutes of the meeting during which the Committee performed the
self-assessment.  8. Information to
the Supervisory Board  The Committee
shall report regularly to the Supervisory Board, and at least once a year in
writing.  In


its reports, the
Committee shall provide an overview of its meetings, agenda items and issues
discussed,as well as a summary of the essential decisions, actions,
recommendations, findings and possibledeficiencies found during its activity.  Final clause  These Rules of
Procedure were approved by the Audit Committee at its meeting on February 15,
2008 with its Resolution No. 1/1 (02 15 2008).