**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549**

**FORM 20-F**
oREGISTRATION STATEMENT PURSUANT TO    SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934    
**OR**
**x**ANNUAL REPORT PURSUANT TO SECTION 13 OR    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
For the fiscal year ended December 31, 2002
**OR**
**o**TRANSITION REPORT PURSUANT TO SECTION 13 OR    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
For the transition periodfrom                     to                     .
Commission file number: 0-31054**Telenor ASA****(Exact name of Registrant as specified in itscharter)**
**Norway****(Jurisdiction of incorporation ororganization)**
**Snarøyveien 30, N-1333 Fornebu, Norway****(Address of principal executiveoffices)**
Securities registered or to be registeredpursuant to Section 12(b) of the Act: None

Securities registered or to be registeredpursuant to Section 12(g) of the Act: Ordinary Shares,nominal value NOK 6.00 per share

Securities for which there is a reportingobligation pursuant to Section 15(d) of the Act: None

          Thenumber of outstanding shares of each of the issuer’sclasses of capital or common stock as of December 31, 2002:1,775,323,000 Ordinary Shares, nominal value NOK 6.00 pershare.
          Indicateby check mark whether the Registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrantwas required to file such reports) and (2) has been subjectto such filing requirements for the past 90 days.
Yes  X      No    
          Indicateby check mark which financial statement item the registrant haselected to follow.
Item 17         Item 18  X 

 

**TABLE OF CONTENTS**       **Page**Presentation of Financial and Other Information      3 Cautionary Statement Regarding Forward-looking    Statements      3 **PART I**Item 1:     Identity of Directors, Senior Management and    Advisers      4 Item 2:     Offer Statistics and Expected Timetable      4 Item 3:     Key Information      4 Item 4:     Information on the Company      14 Item 5:     Operating and Financial Review and Prospects      78 Item 6:     Directors, Senior Management and Employees      134 Item 7:     Major Shareholders and Related Party Transactions      144 Item 8:     Financial Information      146 Item 9:     The Offer and Listing      147 Item 10:     Additional Information      148 Item 11:     Quantitative and Qualitative Disclosures About    Market Risk      158 Item 12:     Description of Securities other than Equity    Securities      160 **PART II**Item 13:     Defaults, Dividend Arrearages and Delinquencies      160 Item 14:     Material Modifications to the Rights of Security    Holders and Use of Proceeds      160 Item 15:     Controls and Procedures      160 **PART III**Item 17:     Financial Statements      161 Item 18:     Financial Statements      161 Item 19:     Exhibits      161 
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**PRESENTATION OF FINANCIAL AND OTHERINFORMATION**
     Telenor publishes its financial statements inNorwegian Kroner (“NOK”). Unless otherwise indicated,all amounts in this annual report are expressed in NorwegianKroner. In connection with Telenor’s internationaloperations, certain amounts denominated in foreign currencieshave been translated into Norwegian Kroner, in accordance withTelenor’s accounting principles as described in ourconsolidated financial statements that form part of this reportunder the heading “Summary of Significant AccountingPrinciples — Foreign currency transactions” and“— Foreign currency translation and hedgeaccounting for net investments” except where otherwisenoted. These translations should not be construed asrepresentations that the amounts referred to actually representsuch translated amounts or could be converted into thetranslated currency at the rate indicated.
     Telenor’s annual audited consolidatedfinancial statements are prepared in accordance with NorwegianGAAP, which differ in certain respects from U.S. GAAP. Fora reconciliation of the material differences between Norwegianand U.S. GAAP as they relate to Telenor, see note 31to our consolidated financial statements.
     As used in this annual report, the terms“Telenor”, “we” or “us”, unlessthe context otherwise requires, refer to Telenor ASA and itsconsolidated subsidiaries.
**CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS**
     This annual report contains forward-lookingstatements that involve risks and uncertainties. In addition,other written or oral statements which constituteforward-looking statements have been made and may in the futurebe made by or on behalf of Telenor. In this annual report, suchforward-looking statements include, without limitation,statements relating to (1) the implementation of strategicinitiatives, (2) the development of revenues overall andwithin specific business areas, (3) the development ofoperating expenses, (4) the development of personnelexpenses, (5) expenses incurred in the development ofassociated companies, (6) the anticipated level of capitalexpenditures and associated depreciation and amortizationexpense, and (7) other statements relating toTelenor’s future business development and economicperformance. The words “anticipate”,“believe”, “expect”, “estimate”,“intend”, “plan” and similar expressionsidentify certain of these forward-looking statements. Readersare cautioned not to put undue reliance on forward-lookingstatements because actual events and results may differmaterially from the expected results described by suchforward-looking statements.
     Many factors may influence Telenor’s actualresults and cause them to differ materially from expectedresults as described in forward-looking statements. Thesefactors include the following:
 •the level of demand for our services,    particularly with regard to mobile communications services,    fixed telephony, Internet and IP-based communications services,    pay television services, and other newer products and services;      •actions of our competitors;      •regulatory developments, including changes to our    permitted tariffs, the terms of access to our network, the terms    of interconnection and other issues; and      •the success of our international investments and    expansion programs.    
     Telenor disclaims any intention or obligation toupdate and revise any forward-looking statements, whether as aresult of new information, future events or otherwise.
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**PART I**
**ITEM 1:  IDENTITY OF DIRECTORS,SENIOR MANAGEMENT AND ADVISERS**
     Not applicable.
**ITEM 2:  OFFER STATISTICS ANDEXPECTED TIMETABLE**
     Not applicable.
**ITEM 3:  KEY INFORMATION**
**SELECTED CONSOLIDATED FINANCIAL ANDSTATISTICAL DATA**
**SUMMARY**
     The following tables set forth summaryconsolidated financial and statistical data of Telenor. Theyshould be read together with “Item 5: Operating andFinancial Review and Prospects” and our consolidatedfinancial statements, including the notes to those financialstatements included in this report.
     Solely for the convenience of the reader, thefinancial data at and for the twelve months endedDecember 31, 2002 have been translated intoU.S. dollars at the rate of NOK 6.9375 to USD 1.00,the noon buying rate on December 31, 2002.                         **Year ended December 31,****1998****1999****2000****2001****2002****2002****(NOK)****(NOK)****(NOK)****(NOK)****(NOK)****(USD)****(in millions, except per share amounts)****Income Statement Data**                        ***Norwegian GAAP***                        Revenues      28,751   32,784   36,530   40,604   48,668   7,015 Gain on disposal of fixed assets and Operations      248   783   1,042   5,436   158   23                    Total revenues      28,999   33,567   37,572   46,040   48,826   7,038 Operating expenses      25,202   29,565   33,943   42,863   49,146   7,084                    Operating profit (loss)      3,797   4,002   3,629   3,177   (320)  (46)Share of profit (loss) in associated    Companies      (1,097)  (1,239)  (692)  8,237   (2,450)  353 Net income (loss)      1,710   2,035   1,076   7,079   (4,298)  (620)Net income (loss) per share —    primary (excluding treasury shares)      1.293   1.454   0.754   3.994   (2.422)  (0.349)Net income (loss) per share —    diluted (excluding treasury shares)      1.293   1.454   0.754   3.990   (2.422)  (0.349)Dividends per share(1)      n/a   n/a   0.30   0.35   0.45   0.065 Weighted average number of shares (in millions of    shares) — primary      1,323   1,400   1,427   1,772   1,775     Weighted average number of shares (in millions of    shares) — diluted      1,323   1,400   1,427   1,774   1,775     Net income per share from discontinued operations    (Telenor Media)(2)      0.126   0.781   0.594   1.108   —   — Net income per share from continuing operations    (excluding Telenor Media)(2)      1.168   0.673   0.160   2.886   —   — 
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                         **Year ended December 31,****1998****1999****2000****2001****2002****2002****(NOK)****(NOK)****(NOK)****(NOK)****(NOK)****(USD)****(in millions, except per share amounts)*****U.S. GAAP***                        Revenues      28,670   32,716   36,481   40,581   47,879   6,901 Net income from continuing operations (excluding    Telenor Media)      1,411   1,246   854   1,889   —   — Net income      1,578   2,188   1,082   7,004   (3,658)  (527)Net income per share from continuing operations    (excluding Telenor Media)      1.068   0.89   0.599   1.066   —   — Net income per share cumulative effect on prior    years (prior to December 31, 2001) of change in accounting    principles      —   —   —   0.033   —   — Net income per share — primary    (excluding treasury shares)      1.194   1.563   0.759   3.952   (2.061)  (0.297)Net income per share — diluted    (excluding treasury shares)      1.194   1.563   0.759   3.948   (2.061)  (0.297)                         **At December 31,****1998****1999****2000****2001****2002****2002****(NOK)****(NOK)****(NOK)****(NOK)****(NOK)****(USD)****(in millions)****Balance Sheet Data**                        ***Norwegian GAAP***                        Total fixed assets      31,783   37,617   80,881   66,095   74,162   10,690 Total current assets      8,967   10,409   12,804   16,528   15,296   2,205                    Total assets      40,750   48,026   93,685   82,623   89,458   12,895                    Long-term liabilities and provisions      12,288   15,962   42,908   19,646   30,454   4,390 Short-term liabilities      9,708   10,799   12,597   17,294   21,716   3,130                    Total liabilities      21,996   26,761   55,505   36,940   52,170   7,520                    Shareholders’ equity      18,515   20,033   35,474   42,144   33,685   4,856 Minority interests      239   1,232   2,706   3,539   3,603   519                    Total equity and liabilities      40,750   48,026   93,685   82,623   89,458   12,895                    ***U.S. GAAP***                        Total assets      43,728   53,787   99,776   90,129   97,511   14,056 Long-term interest-bearing Liabilities      12,403   19,252   46,972   24,758   33,957   4,895 Shareholders’ equity      19,512   21,035   36,304   42,944   35,799   5,160 
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                         **Year ended December 31,****1998****1999****2000****2001****2002****2002****(NOK)****(NOK)****(NOK)****(NOK)****(NOK)****(USD)****(in millions)****Cash Flow and Operating Data**                        ***Norwegian GAAP***                        Net cash flow from operating Activities      6,827   7,052   5,915   6,993   12,858   1,853 Net cash flow from investment Activities      (9,804)  (8,887)  (47,308)  20,891   (21,727)  (3,132)Net cash flow from financing Activities      3,628   2,914   41,558   (24,366)  8,641   1,246 Investments, including capital expenditures(3)      9,428   13,170   50,672   18,846   21,300   3,070 EBITDA(4)      8,258   9,049   9,563   14,250   13,469   1,942 
(1)Dividends in respect of 2002 will be paid in May    2003. Per share dividend amounts in respect of years prior to    2000 are not considered meaningful because such dividends    reflected our status as wholly-owned by the Kingdom of Norway    and occurred prior to the recapitalization effected in    connection with our initial public offering in    December 2000. See “Dividends and Dividend    Policy” below.     (2)Discontinued operations consist of the business    area Telenor Media.     (3)Consists of investments in tangible and    intangible fixed assets, long-term investments in shares and    capital contributions to satellite organizations.     (4)Telenor defines EBITDA as operating profit (loss)    before depreciation, amortization and write-downs of tangible    and intangible assets. Our operating profit does not include    results from associated companies or joint ventures, which are    accounted for using the equity method.    
 We believe providing EBITDA enhances an    understanding of our operating activities and the performance of    the individual units. We believe that EBITDA is also an    indicator to demonstrate to what extent operational business    activities generate operating cash flows to reduce net debt or    to finance investments. We also believe that EBITDA provides    investors with a measure of operating results that is unaffected    by the financing and accounting effects of acquisitions and    capital expenditures, differences in capital structures among    otherwise comparable companies or investments in and results    from associated companies.      EBITDA is not a measurement of financial    performance under generally accepted accounting principles. You    should not consider EBITDA as an alternative to operating    profit, net income or cash flow from operating activities.      Since other companies may not calculate EBITDA in    the same way, our EBITDA figures are not necessarily comparable    with similarly titled figures of other companies.    
     The following shows the calculation of EBITDA:                         **Year ended December 31,****1998****1999****2000****2001****2002****2002****(NOK)****(NOK)****(NOK)****(NOK)****(NOK)****(USD)****(in millions)**Operating profit (loss)      3,797   4,002   3,629   3,177   (320)  (46)Depreciation, amortization and write-downs      4,461   5,047   5,934   11,073   13,789   1,988                    EBITDA      8,258   9,049   9,563   14,250   13,469   1,942 
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                       **Year ended December 31,****1998****1999****2000****2001****2002****Other Operating Data**                    Mobile telephony (digital) subscriptions    in