**Exhibit 15.2**

**Report ofIndependent Registered Public Accounting Firm**

The Board of Directors and Shareholders of KabelDeutschland Vertrieb and Service GmbH & Co. KG, Unterföhring:

We have audited the accompanying combined /consolidated balance sheets of Kabel Deutschland Vertrieb and Service GmbH &Co. KG, Unterföhring, as of March 31, 2007, 2006 and 2005, and the relatedcombined / consolidated income statements, statements of changes in combined /consolidated equity, and cash flows for each of the three years in the periodended March 31, 2007. These financial statements are the responsibility ofthe Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

We conducted our audits in accordance with thestandards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. We were not engaged to perform an audit of the Company’s internalcontrol over financial reporting. Our audits included consideration of internalcontrol over financial reporting as a basis for designing audit procedures thatare appropriate in the circumstances, but not for the purpose of expressing anopinion on the effectiveness of the Company’s internal control over financialreporting. Accordingly, we express no such opinion. An audit also includesexamining, on a test basis, evidence supporting the amounts and disclosures inthe financial statements, assessing the accounting principles used andsignificant estimates made by management, and evaluating the overall financialstatement presentation. We believe that our audits provide a reasonable basisfor our opinion.

In our opinion, the financial statements referred toabove present fairly, in all material respects, the combined / consolidatedfinancial position of Kabel Deutschland Vertrieb and Service GmbH &Co. KG, Unterföhring, at March 31, 2007, 2006 and 2005, and the combined /consolidated results of its operations and its cash flows for each of the threeyears in the period ended March 31, 2007, in conformity with InternationalFinancial Reporting Standards as adopted by the European Union.

International Financial Reporting Standards as adoptedby the European Union vary in certain significant respects from accountingprinciples generally accepted in the United States of America. Informationrelating to the nature and effect of such differences is presented in Note 6—AsAdjusted to the combined / consolidated financial statements.

As discussed in Note ‘1.2 Basis of Presentation’ tothe financials statements, in 2007 the company changed its method of accountingfor derivatives.

As discussed in Note ‘1.2 Basis of Presentation’ tothe financial statements, in 2007 the company changed its method of accountingfor transactions with its parent.

July 12, 2007

Ernst &Young AGWirtschaftsprüfungsgesellschaftSteuerberatungsgesellschaftMunich, Germany
| /s/ GERHARD MÜLLER |                   | /s/ RALF  BOSTEDT |
|-------------------------|------------------------|-------------------|
| Wirtschaftsprüfer  | Wirtschaftsprüfer |

 

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