Exhibit
2.4   
 EIRCOMFUNDING  as the issuer,  VALENTIA TELECOMMUNICATIONS, EIRCOM LIMITED AND EIRCOMGROUP PLC  as guarantors,  - and -  THE BANK OF NEW YORK  as Trustee 
 SUPPLEMENTAL INDENTURE  Dated as of March
     , 2004 
  8.25% Senior Subordinated Notes due 2013 
  
   $250,000,000
8.25% NOTES DUE 2013 285,000,000
8.25% NOTES DUE 2013   SUPPLEMENTAL
INDENTURE  This Supplemental
Indenture, dated as of March      , 2004 (this Supplemental Indenture), among eircom Funding, Valentia
Telecommunications (the Company),
eircom Limited (eircom), eircomGroup plc (eircom Group)
and The Bank of New York, as Trustee under the Indenture referred to below.  W I T N
E S S E T H:  WHEREAS, eircom Funding, the Company, eircom, eircomGroup, the Trustee and the other parties thereto have heretofore
executed and delivered an Indenture, dated as of August 7, 2003 (the Indenture), providing for the issuance of
an initial aggregate principal amount of  285,000,000 of 8.25% Senior
Subordinated Notes due 2013 and $250,000,000 of 8.25% Senior Subordinated Notes
due 2013 of eircom Funding
(collectively, the Notes), as
well as Additional Notes and Exchange Notes;  WHEREAS, pursuant to
Section 9.2 of the Indenture, Section 15 of the Initial Global Notes
and the Initial Definitive Notes and Section 14 of the Unrestricted Global
Notes and Unrestricted Definitive Notes, eircom
Funding, the Company, eircom, eircom Group, any existing Note Guarantors
and the Trustee are authorized to execute and deliver this Supplemental
Indenture to amend the Indenture and the Notes, with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding;  WHEREAS, each party
hereto has duly authorized the execution and delivery of this Supplemental
Indenture and has done all things necessary to make this Supplemental Indenture
a valid agreement in accordance with its terms;  NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt of which is hereby acknowledged, eircom
Funding, the Company, eircom, eircomGroup, any Additional Note
Guarantors, the Trustee and the other parties to the Indenture mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Notes as follows:  ARTICLE
I Definitions  SECTION 1.1.  Defined Terms.As used in this Supplemental Indenture, except as otherwise
defined herein, terms defined in the Indenture are used herein as therein defined.  The words herein, hereof and hereby and
other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.  1 
   ARTICLE
II Amendments  SECTION 2.1.  Modification
of Definitions.The following
definitions shall be added in the appropriate alphabetical place in
Section 1.1 of the Indenture:  Ordinary Shares means ordinary shares of
the Company or any Parent following a Qualifying IPO by such entity, whenever
issued.  Preference Shares means preference shares
of the Company or any Parent following a Qualifying IPO by such entity,
whenever issued.  Qualifying IPO means an offering of
Capital Stock of the Company or any Parent, which Capital Stock is, or is
being, listed on the London Stock Exchange, the Irish Stock Exchange or any
other exchange for trading in securities which is recognized under the
Financial Services and Markets Act 2000 of England (including any offering of
ordinary shares that occurs concurrently therewith) which raises aggregate
gross proceeds for such entity (prior to any deductions) of at least 300 million.  SECTION 2.2.  Modification
of Section 4.4.Section 4.4
of the Indenture shall be amended as follows:  (a) by adding the
following proviso immediately before the semicolon in
Section 4.4(a)(C)(i):  , provided that, for the
purposes of calculating the amount of any Restricted Payment that may be made
following the first Qualifying IPO, Consolidated Net Income (or deficit in
Consolidated Net Income) for any period shall not be taken into account if, at
the time of the proposed Restricted Payment, the Senior Secured Credit
Agreement has been repaid and/or refinanced on the terms set out in
proviso (ii) of Section 4.4(c)(10);  (b) by deleting
subclause (10) of Section 4.4(c) and replacing it with a new
subclause (10) which shall provide as follows:  (10) at any time
following receipt by the Company, directly or indirectly, of an amount equal to
at least 85% of the Net Cash Proceeds to the Company or any Parent of the first
Qualifying IPO, any dividend, distribution, purchase, redemption, repurchase,
defeasance, other acquisition, retirement or Restricted Investment, in an
amount, when aggregated with all other amounts paid pursuant to this
paragraph (10), not to exceed (x) Consolidated EBITDA minus
(y) the aggregate of (1) the product of 87.50 million and the number
of fiscal quarters for which consolidated financial statements of the Company
are available from and including the fiscal quarter in which the first such
Qualifying  2 
   IPO is completed until
the fiscal quarter ending immediately prior to such dividend, distribution,
purchase, redemption, repurchase, defeasance, other acquisition, retirement or
Restricted Investment, and (2) Consolidated Interest Expense, such Consolidated
EBITDA and Consolidated Interest Expense to be for the period from the first
day of the fiscal quarter in which the first Qualifying IPO is completed until
the end of the most recent fiscal quarter ending immediately prior to the date
of such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Restricted Investment for which consolidated
financial statements of the Company are available, provided that (i) the amount
of such dividends, distributions, purchases, redemptions, repurchases,
defeasances, other acquisitions, retirements or Restricted Investments will be
excluded in subsequent calculations of Restricted Payments, and (ii) no
dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition,
retirement or Restricted Investment may be made pursuant to this
paragraph (10) if, at the time such dividend, distribution, purchase,
redemption, repurchase, defeasance, other acquisition, retirement or Restricted
Investment is proposed to be made, the Senior Secured Credit Agreement has not
been repaid and/or refinanced on terms whereby upon the attainment of a
corporate rating for Valentia or any Parent of both (1) a rating of Baa3
(or the equivalent) or higher from Moodys Investors Service, Inc. or its
successors and assigns and (2) a rating of BBB- (or the equivalent) or
higher from Standard and Poors Ratings Services or its successors and assigns,
substantially all of the aggregate principal amount of any Indebtedness for
borrowed money outstanding under the Senior Secured Credit Agreement shall be
on an unsecured basis;; and  (c) by inserting the
following words immediately after the word advances and immediately before
the closing bracket in the first line of subclause (11) of Section 4.4(c):  but excluding any
payment by the Company of, or loans, advances, dividends or distributions to
any Parent to pay, dividends on any Ordinary Shares or Preference Shares
following the first Qualifying IPO.  SECTION 2.3. Addition of new Section 4.17.A
new Section 4.17 of the Indenture shall be added at the end of
Article IV which shall provide as follows:  SECTION 4.17 Certain
Consent Fee Payments  Not later than
5 Business Days after the completion of the first Qualifying IPO, the
Company will pay to each Holder of Notes of record as of 5:00 p.m.,
New York City time on January 21, 2004 who has delivered a valid,
unrevoked consent pursuant to the consent solicitation statement dated
January 22, 2004 (as supplemented by the supplement relating thereto dated
February 13, 2004) a consent fee of 20.00 for each 1,000 in principal
amount of Euro Notes and $20.00 for each $1,000 in principal amount of Dollar
Notes in each case in respect of which a valid consent to such consent  3 
   solicitation was delivered (and not properly revoked) on or prior to
the Expiration Date (no interest to accrue on any such consent fees).  For the purposes of this Section 4.17,
Expiration Date means 5:00 p.m., New York City time, on February
20, 2004.  SECTION 2.4  Modification
of Section 12.10.Section 12.10
of the Indenture shall be amended by the addition of a new subclause (d), which
provides as follows:  (d) For the purposes of
determining whether Holders of the requisite principal amount of the Notes
outstanding have voted in favor of or consented to a particular matter, or
undertaken any other act related to this Indenture, the principal amount of
Dollar Notes shall be deemed to be the Euro Equivalent of such principal amount
of Dollar Notes as of (i) if a record date has been set in accordance with
paragraph (b) of Section 9.4, the date of such record date or
(ii) if no such record date has been set, the date the taking of such
action by the Holders of such requisite principal amount is certified to the
Trustee by the Company as provided in Section 12.2.  SECTION 2.5  Modification
of the Notes.Section 8
of the Initial Global Notes and Initial Definitive Notes and Section 7 of
the Unrestricted Global Notes and Unrestricted Definitive Notes in each case in
the forms exhibited to the Indentures and each such Note that is outstanding,
shall be amended by the insertion of the following words immediately after the
word Offerings and immediately before the word at in the fourth line of the
third paragraph of such Sections:  (excluding the net cash
proceeds raised by the first Qualifying IPO).  ARTICLE
III Miscellaneous  SECTION 3.1.  Parties.Nothing expressed or mentioned
herein is intended or shall be construed to give any Person, firm or
corporation, other than the Holders and the Trustee, any legal or equitable
right, remedy or claim under or in respect of this Supplemental Indenture or
the Indenture or any provision herein or therein contained.  SECTION 3.2.  Governing
Law.This Supplemental Indenture shall be governed by the
laws of the State of New York.  SECTION 3.3.  Severability
Clause.In case any provision
in this Supplemental Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and such provision shall be ineffective
only to the extent of such invalidity, illegality or unenforceability.  SECTION 3.4.  Ratification
of Indenture; Supplemental Indentures Part of Indenture.Except as expressly amended
hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full  4 
   force and effect.  This
Supplemental Indenture shall form a part of the Indenture for all
purposes, and every Holder of Notes heretofore or hereafter authenticated and
delivered shall be bound hereby.  The
Trustee makes no representation or warranty as to the validity or sufficiency
of this Supplemental Indenture.  SECTION 3.5.  Counterparts.The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.  SECTION 3.6.  Headings.The headings of the Articles and
the sections in this Supplemental Indenture are for convenience of reference
only and shall not be deemed to alter or affect the meaning or interpretation
of any provisions hereof.  SECTION 3.7.  Successors.All covenants and agreements in
this Supplemental Indenture by the parties hereto shall bind their successors
and assigns, whether so expressed or not.  SECTION 3.8.  Effect of
Headings.The Article and
Section headings herein are for the convenience of reference only and shall not
affect the construction hereof.  5 
   IN WITNESS WHEREOF, the parties hereto have caused
this Supplemental Indenture to be duly executed as of the date first above written.  The Bank of New York,
  as TrusteeBy:Name:Title:EIRCOMFUNDINGGiven under the Common
  Seal of eircom Funding:By:Name:Title:By:Name:Title:VALENTIA
  TELECOMMUNICATIONSGiven under the Common
  Seal of Valentia
  Telecommunications:By:Name:Title:By:Name:Title:  6 
   EIRCOMLIMITEDGiven under the Common
  Seal of eircom Limited:By:Name:Title:By:Name:Title:EIRCOMGROUP PLCBy:Name:Title:  7