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

AMENDMENT NO. 1 TO SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

MAGYAR TELEKOM PLC.
(Name of Subject Company (Translated into English))

Series D of Tender Investors, LLC,
which is managed by
Tender Investors Manager LLC,
whose sole member is
Apex Real Estate Advisors, LLC
(Name of Filing Persons - Offerors)

ADRs (COMPRISING FIVE ORDINARY SERIES A SHARES PER ADR)
NOMINAL VALUE PER ADR HUF 500
(PER ORDINARY SERIES A SHARE HUF 100)
(Title of Class of Securities)

559776109
(CUSIP Number of Class of Securities)

Brent Donaldson
Series D of Tender Investors, LLC,
a Delaware series limited liability company
c/o Tender Investors Manager, LLC
6114 La Salle Ave., #345
Oakland, CA 94611
Tel: 510.619.3636 / Fax: 925.403.7967
(Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

*For purposes of calculating the filing fee only.  Assumes the purchase of 325,000 ADRs at a purchase price equal to $12.15 per ADR in cash.

x      Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:              $790.00

Form or Registration:                    Schedule TO-T

Number:                                      005-58501

Filing Party:                                 Series D of Tender Investors, LLC

Date Filed:                                   October 14, 2010

¨      Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x   third party tender offer subject to Rule 14d-1.

¨    issuer tender offer subject to Rule 13e-4.

¨    going private transaction subject to Rule 13e-3.

¨    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:     ¨

TENDER OFFER

This Amendment No. 1 to the Tender Offer statement on Schedule TO originally filed on October 14, 2010, relates to the offer (the “Offer”) commenced on October 14, 2010 (the “Offer Date”) to purchase up to 325,000 ADRs (the “ADRs”) of Magyar Telekom PLC. (the “Company”), at a purchase price equal to $12.15 per ADR, in cash upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 14, 2010 (the “Offer to Purchase”), is being filed solely to correct an error in the Assignment Form/Letter of Transmittal, filed as Exhibit (a)(1) to the Schedule TO.  Except for the corrections in the Assignment Form/Letter of Transmittal, all other provisions of the Offer remain unchanged. 

Items 1 through 11

The information in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated herein by reference in response to Items 1 through 11 of this Statement, except as set forth above or below.

Item 12.  Exhibits

(a)(1)         Offer to Purchase dated October 14, 2010*

(a)(2)         Assignment Form/Letter of Transmittal

(a)(3)         Form of Letter to Shareholders dated October 14, 2010*

(a)(4)         Form of Advertisement in Investor’s Business Daily*

(a)(5)         Form of Press Release dated October 14, 2010*

(b)-(h)        Not applicable

* Previously filed with original Schedule TO on October 14, 2010

Item 13.  Information Required by Schedule 13E-3

Not applicable

2

SIGNATURES

After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  October 15, 2010

EXHIBIT INDEX