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									          SUPPLEMENT DATED 5 MARCH 2010
     TO THE BASE PROSPECTUS DATED 19 MAY 2009




                   TELENOR ASA




                       Telenor ASA

(incorporated as a limited company in the Kingdom of Norway
             with registered number 982463718)

                         as Issuer




         €7,500,000,000 Debt Issuance Programme
                                               2


This supplement (the "Supplement") constitutes a supplement to the base prospectus dated 19
May 2009 (the "Base Prospectus").

The Supplement is a supplement for the purposes of Article 13 of Chapter 1 of Part II of the
Luxembourg Law dated 10 July 2005 on prospectuses for securities and is prepared in
connection with the €7,500,000,000 Debt Issuance Programme (the “Programme”) established
by Telenor ASA (the “Issuer”). The Commission de Surveillance du Secteur Financier (the
"CSSF"), which is the competent authority for the purpose of the Prospectus Directive
2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in Luxembourg,
has approved the Base Prospectus for the purpose of giving information with regard to the issue
of Notes by the Issuer under the Programme during the period of 12 months from the date of the
Base Prospectus. Unless otherwise defined in this Supplement, terms defined in the Base
Prospectus have the same meanings when used in this Supplement.

The Issuer accepts responsibility for the information given in this Supplement and confirms that,
having taken all reasonable care to ensure that such is the case, the information contained in
this Supplement is, to the best of its knowledge, in accordance with the facts and does not omit
anything likely to affect the import of such information.

In respect of Notes which have not yet been issued as at the date of publication of this
Supplement and in respect of which Article 13 paragraph 1 of the Luxembourg Law is applicable
with regard to the matters set forth in this Supplement, Article 13 paragraph 2 of the
Luxembourg Law provides that investors who have already agreed to purchase or subscribe for
such Notes prior to the date of publication of this Supplement have the right, exercisable within
a time limit of two working days after the publication of this Supplement, to withdraw their
acceptances. Investors should be aware, however, that the law of the jurisdiction in which they
have accepted an offer of such Notes may provide for a longer time limit.

This Supplement constitutes a supplement to, and should be read in conjunction with, the Base
Prospectus.

Recent Developments

Uninor

On 3 December 2009, Telenor Group’s Indian mobile operation, Unitech Wireless Ltd
(hereinafter referred to as Uninor, the brand name of the Indian operation), announced the
launch of its mobile services in seven Indian telecom circles. On 22 December 2009, Uninor
further announced the launch of its global GSM service in Orissa, taking its footprint to eight
telecom circles: Orissa, Uttar Pradesh West, Uttar Pradesh East, Bihar (including Jharkhand),
Tamil Nadu, Kerala, Karnataka and Andhra Pradesh. By the end of 2009, Uninor had registered
1.2 million subscribers in the eight telecom circles in which its GSM services were available.

On 10 February 2010, the Telenor Group announced that it had placed its fourth round of
investment of INR 20.22 billion into Uninor, taking its ownership up to 67.25 per cent. and
completing its equity investments in Uninor totalling INR 61.3 billion.

Further information about Uninor can be found in the “News and Media” and “Investor Relations”
sections on the Issuer’s website (www.telenor.com).
                                                3


VimpelCom Ltd

On 5 October 2009, the Issuer and Altimo announced an agreement to combine their holdings in
Open Joint Stock Company “Vimpel-Communications” (“OJSC VimpelCom”) and Closed Joint
Stock Company “Kyivstar G.S.M.” (“Kyivstar”) into a new jointly-owned mobile telecoms
operator, VimpelCom Ltd. The united company will provide integrated mobile telecom services
in Russia, Ukraine and other CIS countries, as well as Georgia, Vietnam, Cambodia and Laos.
VimpelCom Ltd is incorporated in Bermuda.

Vimpelcom Ltd announced, on 9 February 2010, the commencement of its exchange offer to
holders of shares and American Depositary Shares (“ADSs”) of OJSC VimpelCom, in which it
will offer depositary shares representing VimpelCom Ltd shares (“DRs”) or a nominal cash
amount in exchange for OJSC VimpelCom securities (the “Exchange Offer”). Immediately
following the successful completion of the Exchange Offer, VimpelCom Ltd intends to acquire all
of the outstanding shares of Kyivstar in exchange for VimpelCom Ltd DRs.

The completion of the Exchange Offer will be conditional on obtaining more than 95 per cent. of
                   s
OJSC VimpelCom' outstanding voting shares on a fully diluted basis, as well as the expiration
or termination of any applicable regulatory waiting periods, the receipt of certain regulatory
approvals, the receipt of waivers or consents from certain third parties, the withdrawal in their
entirety or dismissal with prejudice of specified legal and regulatory proceedings, there being no
orders or actions prohibiting or preventing the proposed transactions and certain other
conditions specified in the agreements between the parties that are described in the materials to
be filed with the U.S. Securities and Exchange Commission. Following the successful
completion of the Exchange Offer, a squeeze-out procedure will be launched for any OJSC
VimpelCom shares or ADSs not tendered, and the OJSC VimpelCom shares and ADSs would
be delisted.

Further information about VimpelCom Ltd can be found in the “News and Media” and “Investor
Relations” sections on the Issuer’s website (www.telenor.com).

Dividend Proposal

On 10 February 2010, Telenor published the Interim Report January-December 2009 (as
defined below) which announced Telenor’s intention to propose dividends for the fiscal year
2009 of NOK 2.50 per share. This proposal was based on Telenor’s strong execution in 2009
and increased dividend receipts from its subsidiaries.

The policy of Telenor is to distribute a dividend to its shareholders which is equal to 40-60 per
cent. of normalised net income. This policy is based on the financial situation and the expected
capital requirements of Telenor. To fund its investment in India, Telenor decided that there
would be no payment of dividend to shareholders in 2009 for the fiscal year 2008.

Further information about Telenor’s dividend proposal can be found in the “News and Media”
and “Investor Relations” sections on the Issuer’s website (www.telenor.com).

Legal Proceedings – Vimpelcom – Farimex Products, Inc – Telenor East Invest AS et.al.

With reference to the disclosure made on page 105 of the Base Prospectus in relation to the
ongoing legal proceedings involving Farimex, it should be noted that on 3 June 2009, the
                                                  4


Khanty-Mansiysk Court postponed the case to 30 September 2009, on the motion of Farimex,
requesting more time to familiarise themselves with the ongoing litigation between Telenor and
Farimex in the SDNY (as summarised below). On 30 September 2009, the case was postponed
until 24 March 2010, again on the motion of Farimex.

The ongoing litigation between Telenor and Farimex in the SDNY involves a lawsuit by Telenor
East Invest AS against Farimex (initially filed on 20 June 2008 and amended on 28 May 2009),
requesting that the SDNY compel Farimex to arbitrate its claim in Geneva pursuant to the
arbitration provisions of the OJSC VimpelCom shareholders agreement rather than in the
Khanty-Mansiysk Court. Further information about the ongoing legal proceedings involving
Farimex can be found on http://www.vimpelcomlimited.com/en/prospectus.aspx.

Ratings by Standard & Poor’s Ratings Services (“S&P”)

S&P stated on 30 June 2009 that they had upgraded the Issuer’s BBB+ long term corporate
                                                  A-'
credit ratings to A- with negative outlook. The ' rating of the Issuer was based on its stand-
alone credit profile (“SACP”), which S&P assessed at '          ,
                                                         BBB+' and the fact that, in their opinion,
there was a "moderate" likelihood that the Norwegian government would provide timely and
sufficient extraordinary support to Telenor in the event of financial distress. The long term issuer
credit rating of Telenor was one notch above its SACP according to S&P.

S&P stated on 10 February 2010 that it had placed the Issuer’s “A-” long-term corporate credit
and issuer ratings on CreditWatch with negative implications. At the same time, they affirmed
the Issuer’s “A-2” short-term issuer credit rating.

The CreditWatch placement followed the Issuer’s announced dividend proposal. S&P
considered there to be a mismatch between the medium term horizon of the Issuer’s investment
in India, which S&P considered to bear execution and financial risks, and the decision to reward
shareholders in the short term, based in part on a stronger-than-expected balance sheet at
year-end 2009.

S&P expected the ultimate rating outcome to be either a one-notch downgrade (down to BBB+,
which was the rating given by S&P to the Programme when it was last updated on 19 May
2009) or an affirmation of the current long-term ratings.

Full disclosure in relation to the ratings in respect of a particular issue of Notes will be set out in
the applicable Final Terms.

A credit rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the relevant rating agency at any time. Each rating should be evaluated
independently of any other rating.

Incorporation by Reference

This Supplement incorporates by reference into the Base Prospectus the management interim
report (the “Management Interim Report”) and the unaudited condensed interim financial
statements of the Issuer for the quarter ended 31 December 2009 and for the year ended 31
December 2009 (together, the “Interim Report January-December 2009”).
                                                5


A copy of the Interim Report January-December 2009 has been filed with the CSSF in its
capacity as competent authority under Article 21(1) of the Prospectus Directive.

Any information included in the document incorporated by reference above that is not listed in
the column "Information Incorporated by Reference" below is given for information purposes
only.

The table below sets out the relevant page references for the information incorporated into the
Base Prospectus by reference.

Information Incorporated by Reference                                           Page Reference

From the Interim Report January-December 2009

Highlights                                                                                Page 1

Management Interim Report                                                            Page 2 – 11

Condensed Interim Financial Information

Consolidated Income Statement (unaudited) for the fourth quarters and                    Page 12
years ended 31 December 2009 and 2008

Consolidated Statement of Comprehensive Income (unaudited) for the                       Page 12
fourth quarters and years ended 31 December 2009 and 31 December
2008

Consolidated Statement of Financial Position (unaudited) as at 31                        Page 13
December 2009, 30 September 2009 and 31 December 2008

Consolidated Statement of Cash Flows (unaudited) for the fourth quarters                 Page 14
and years ended 31 December 2009 and 31 December 2008

Consolidated Statement of Changes in Equity (unaudited) balances as at                   Page 15
31 December 2009, 2008 and 2007

Notes to the consolidated interim financial statements (unaudited)                    Page 16-19

Definitions                                                                              Page 20

Significant and Material Change

Paragraph 2 of the section entitled "General Information" on page 116 of the Base Prospectus
as supplemented shall be deemed deleted and replaced with the following paragraph:

“There has been no significant change in the financial or trading position of the Issuer or of the
Telenor Group since 31 December 2009 and no material adverse change in the financial
position or prospects of the Issuer or of the Telenor Group since 31 December 2008.”
                                               6


To the extent that there is any inconsistency between (a) any statement in this Supplement or
any statement incorporated by reference into the Base Prospectus by this Supplement and (b)
any other statement in or incorporated by reference into the Base Prospectus, the statements in
(a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material
mistake or inaccuracy relating to the information included in the Base Prospectus which is
capable of affecting the assessment of the Notes since the publication of the Base Prospectus.

Investors who have not previously reviewed the information contained in the document
incorporated by reference above should do so in connection with their evaluation of the Notes.

This Supplement and the document incorporated by reference into it will be published on the
Issuer’s website at www.telenor.com and the Luxembourg Stock Exchange' website at s
www.bourse.lu. In addition, any person receiving a copy of this Supplement may obtain, without
charge, upon written request, a copy of the documents incorporated by reference herein, except
for the exhibits to such document (unless such exhibits are specifically incorporated by
reference). This Supplement and copies of the document incorporated by reference into this
Supplement will be available free of charge during normal business hours at the offices of Dexia
Banque Internationale à Luxembourg, 69 Route d’Esch, Luxembourg, L-2953.

By virtue of this Supplement, the document incorporated by reference and contained in this
Supplement forms a part of the Base Prospectus.




CF100360070

								
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