SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                            FORM 20-F
   REGISTRATION 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
      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
       For the transition period from_________to__________

                Commission file number  333-11296

                   TDL INFOMEDIA HOLDINGS PLC
     (Exact name of Registrant as specified in its charter)

                        ENGLAND AND WALES
         (Jurisdiction of incorporation of organization)

THOMSON HOUSE, 296 FARNBOROUGH ROAD, FARNBOROUGH, HAMPSHIRE, GU14
                          7NU, ENGLAND
            (Address of principal executive offices)

  Securities registered or to be registered pursuant of Section
                        12(b) of the Act.
                              None
                   __________________________

Securities registered or to be registered pursuant to Section
12(g) of the Act.
                              None
                  ____________________________

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

              15.5% Senior Discount Notes due 2010

Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.

            39,712,444 Ordinary shares of GBP0.01 each

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                          Yes
     _____X______                No              __________

Indicate by check mark which financial statement item the
registrant has elected to follow:

                                                        Item 17
      ___________                Item 18        _____X_____

                        TABLE OF CONTENTS
                                                                    PAGES
PART I                                                                1
     ITEM 1.   IDENTITY OF DIRECTORS, SENIOR MANAGEMENT, AND ADVISORS 1
     ITEM 2.   OFFER STATISTICS AND EXPECTED TIMETABLE                1
     ITEM 3.   KEY INFORMATION                                        1
          A.   SELECTED FINANCIAL DATA                         		  1
          B.   CAPITALIZATION AND INDEBTEDNESS                 		  4
          C.   REASONS FOR THE OFFER AND USE OF PROCEEDS       		  4
          D.   RISK FACTORS                                    		  4
     ITEM 4.   INFORMATION ON THE COMPANY                             8
          A    HISTORY AND DEVELOPMENT OF THE COMPANY         		  8
          B    BUSINESS OVERVIEW                              		 10
          C.   ORGANISATIONAL STRUCTURE                       		 20
          D.   PROPERTY, PLANTS, AND EQUIPMENT                		 21
     ITEM 5.   OPERATIONAL AND FINANCIAL REVIEW AND PROSPECTS        21
          A.   OPERATING RESULTS                                     21
          B.   LIQUIDITY AND CAPITAL RESOURCES                       26
          C.   RESEARCH AND DEVELOPMENT, PATENTS, AND
               LICENSES, ETC                                         28
          D.   TREND INFORMATION                                     28
     ITEM 6.  DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES           28
          A.   DIRECTORS AND SENIOR MANAGEMENT                       28
          B.   COMPENSATION                                   		 31
          C.   BOARD PRACTICES                                		 31
          D.   EMPLOYEES                                      		 31
          E.   SHARE OWNERSHIP                                		 31
     ITEM 7.   MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     31
          A.   MAJOR SHAREHOLDERS                             		 31
          B.   RELATED PARTY TRANSACTIONS                     		 32
          C.   INTERESTS OF EXPERTS AND COUNSEL               		 34
     ITEM 8.   FINANCIAL INFORMATION                                 34
          A.   CONSOLIDATED STATEMENTS AND OTHER FINANCIAL
               INFORMATION                                   		 34
          B.   SIGNIFICANT CHANGES                           		 34
     ITEM 9.   THE OFFER AND LISTING                                 35
          A.   OFFER AND LISTING DETAILS                      		 35
          B.   PLAN OF DISTRIBUTION                           		 35
          C.   MARKETS                                        		 35
          D.   SELLING SHAREHOLDERS                           		 35
          E.   DILUTION                                       		 35
          F.   EXPENSES OF THE ISSUE                          		 35
     ITEM 10.  ADDITIONAL INFORMATION                                36
          A.   SHARE CAPITAL                                  		 36
          B.   MEMORANDUM AND ARTICLES OF ASSOCIATION         		 36
          C.   MATERIAL CONTRACTS                             		 36
          D.   EXCHANGE CONTROLS                              		 36
          E.   TAXATION                                       		 37
          F.   DIVIDENDS AND PAYING AGENTS                    		 39
          G.   STATEMENT BY EXPERTS                           		 39
          H.   DOCUMENTS ON DISPLAY                           		 39
          I.   SUBSIDIARY INFORMATION                         		 39
     ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
	           MARKET RISK                                           40
     ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN
	           EQUITY SECURITIES                                     41
PART II                                                              41
     ITEM 13.  DEFAULTS, DIVIDEND ARREARAGES, AND DELINQUENCIES      41
     ITEM 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
	           HOLDERS AND USE OF PROCEEDS                           41
     ITEM 15.  CONTROLS AND PROCEDURES                               41
     ITEM 16.  RESERVED                                              41

PART III                                                             42
     ITEM 17.  FINANCIAL STATEMENTS    								 42
     ITEM 18.  FINANCIAL STATEMENTS   								 42
     ITEM 19.  EXHIBITS                                              42
SIGNATURES                                                           43
CERTIFICATIONS                                                       44


CURRENCY PRESENTATION

In  this annual report, unless otherwise specified or the context
otherwise requires, references to ''pounds sterling,''  ''GBP''  or
''p''  are  to  the  lawful currency of the  United  Kingdom.  We
prepare our financial statements in pounds sterling.


CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

We  make  ''forward-looking statements'' throughout  this  annual
report.  Whenever  you  read a statement that  is  not  simply  a
statement  of historical fact, such as when we describe  what  we
''believe,'' ''expect'' or ''anticipate'' will occur,  and  other
similar  statements, you must remember that our expectations  may
not be met, even though we believe they are reasonable. We do not
guarantee  that  the  transactions and events  described  in  the
report  and accounts will happen as described or that  they  will
happen  at  all.  Whether actual results will  conform  with  our
expectations and predictions is subject to a number of risks  and
uncertainties.


                             PART 1


ITEM 1 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable.

ITEM 2 OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 KEY INFORMATION

(A)  SELECTED FINANCIAL DATA

The following historical financial information for the years ended
31  December 2002, 2001 and 2000 and for the period from  31  July
1999  to  31  December  1999  has been derived  from  the  audited
Consolidated  Financial Statements of TDL Infomedia  Holdings  plc
and its subsidiaries, and the historical financial information for
the  period from 1 January 1999 to 30 July 1999 and for  the  year
ended   31  December  1998  has  been  derived  from  the  audited
Consolidated  Financial Statements of TDL Group  Limited  and  its
subsidiaries.  This table should be read in conjunction  with  the
Financial  Statements  of  TDL  Infomedia  Holdings  plc  and  its
subsidiaries  and accompanying notes appearing elsewhere  in  this
annual report.

The  Group  prepares  its  Consolidated Financial  Statements  in
accordance with accounting principles generally accepted  in  the
United   Kingdom  ('U.K.  GAAP'),  which  differ  from  generally
accepted  accounting  principles  in  the  United  States  ('U.S.
GAAP').   A  description  of  the  significant  differences   and
reconciliations of net income and shareholders'  equity  are  set
forth in Note 31 of Notes to the Financial Statements.



                        TDL Group         TDL Infomedia Holdings plc
                         Limited
                      Year      From 	  From 	  Year     Year      Year
                      ended    1 Jan    31 July   ended    ended     ended
                      31 Dec   1999 to  1999 to   31 Dec   31 Dec    31 Dec
                               30 July  31 Dec
                      1998      1999 	  1999 	  2000      2001       2002
                    GBP'000  GBP'000  GBP'000 	GBP'000   GBP'000    GBP'000
Profit and Loss
Data
U.K. GAAP:
 Turnover              85,724   40,648   49,651   92,014   93,137     96,945
 Cost of Sales        (38,073) (17,601) (20,572) (39,222) (40,052)   (39,576)
 Gross Profit          47,651   23,047   29,079   52,792   53,085     57,369
 Acquisition Costs        -     (3,244)       -        -        -          -
 Other Operating
Costs                 (32,468) (17,262) (18,517) (44,039) (41,924)   (43,535)
 Operating
Profit/(Loss)          15,183    2,541   10,562    8,753   11,161     13,834
 Share of Loss in
Joint Venture             -     (1,061)  (1,102)  (2,931)    (636)        -
 Interest
Receivable			     840       157      236      963      163         43
 Interest Payable     (8,499)   (3,607) (10,789) (22,418) (18,731)   (24,341)
 Profit/(Loss)
Before Tax             7,524    (1,970)  (1,093) (15,633)  (8,043)   (10,464)
Taxation              (2,266)     (854)  (1,499)  (1,002)  (2,205)    (1,328)
Profit/(Loss)
After Tax              5,258    (2,824)  (2,592) (16,635) (10,248)   (11,792)

 Dividends declared       -         9p       -        -        -        	-
per share

U.S. GAAP:
 Total Revenues       85,724   40,648    49,651   92,014	93,137 	  96,945
 Net Income/(loss)
before cumulative
effect adjustment(9)   1,649  (4,898)   (1,260)  (11,718)  (24,931)  (14,557)
 Net Income/(loss)     1,649  (4,898)   (1,260)  (15,298)  (24,931)  (14,557)
(8),(9)

       					 TDL Group         TDL Infomedia Holdings plc
                          Limited
                       Year     From 	 From 	   Year     Year     Year
                       ended    1 Jan    31 July   ended    ended    ended
                       31 Dec   1999 to  1999 to   31 Dec   31 Dec   31 Dec
                                30 July  31 Dec
                       1998     1999 	  1999 	    2000      2001     2002
                     GBP'000   GBP'000  GBP'000 	GBP'000   GBP'000  GBP'000
Other Data
 Return on Base(4)      82.9%    		79.4%(7)    80.2%    81.6%      85.3%
 Number of Printed
Directories
Accounts(4)           91,316          92,834(7)   88,877    88,839    92,825
 Average Value per
Printed Directories
Account (GBP) (4),(5) GBP928          GBP932(7)   GBP966    GBP975    GBP960
 Number of Printed
Directories              164             167(7)      170       173       174

U.K. GAAP:
 Depreciation and
Amortisation          2,044   1,025    5,144  	  14,213  	 16,461   16,583
 Capital
Expenditure           1,168   1,137      591  	   1,488  	 11,577    1,710
 Operating Cash
Flow                 16,030   9,029   10,565  	  18,509  	 30,563   28,765
 Defined EBITDA(1)   18,067   6,967   15,942  	  23,929  	 27,785   30,460
 Adjusted EBITDA(2)  17,227   6,810   15,706  	  22,966  	 27,622   30,417
  Ratio of Earnings
to Fixed Charges		1.8x            1.0x


U.S. GAAP:
 Depreciation and
Amortisation          5,348   2,953    3,393  	   9,343     10,577    3,151
 Capital
Expenditure           1,168   1,137      591  	   1,488     11,577    1,710
 Operating Cash
Flow                  9,706   6,627    5,862       2,711     18,761   16,441
 Defined
EBITDA(1),(9)   	 18,342   6,664   15,632      20,512      7,164   13,962
 Adjusted
EBITDA(2),(9)        17,502   6,507   15,396  	  19,539  	  7,001   13,919
 Ratio of Earnings
to Fixed Charges	   1.4x             1.1x
(3),(8),(9)

Balance Sheet Data
(At End of Period)
U.K. GAAP:
 Fixed Assets(6)      4,796          206,503     191,252    190,857  176,120
 Total Assets        44,221          257,344     238,065    222,681  208,361
 Net Current
Assets/(Liabilities)  5,753           16,203     (32,558)   (36,651) (20,000)
 Total Assets less
Current Liabilities  10,549          222,706     158,694    154,206  156,120
 Total Debt          66,513          147,828     151,738    144,042  144,924
 Net Debt            61,967          136,303     143,505    142,365  143,428
 Net Assets/
(Liabilities)      (53,037)          77,120       60,485     50,237   38,445
 Share capital           9              397          397        397      397
 Shareholders'
Equity             (53,037)          77,120       60,485     50,237   38,445
 Number of shares      915           39,712       39,712     39,712   39,712
(`000)

U.S. GAAP:
 Fixed Assets (6)   55,695          118,237       99,206    104,695  103,390
 Total Assets (8)  100,975          176,022      148,114    133,702  122,439
 Net Current Assets/
(Liabilities) (8)   11,608           23,147      (30,463)   (39,468) (33,535)
 Total Assets
less Current
Liabilities(8)      67,303          141,384       68,743     65,227   69,855
 Total Debt         68,514          151,464      154,799    146,161  145,234
 Net Debt           63,970          139,939      146,566    144,484  143,738
 Net Assets/         2,094          (19,360)     (34,205)   (42,792) (49,964)
(Liabilities)(8)
 Shareholders'
Equity (8)           2,094          (19,360)     (34,205)   (42,792) (49,964)

(1)The  Defined  EBITDA  measures  presented  in  this  table  are
   consistent with the definition of EBITDA set out in the  Senior
   Subordinated  and Senior Discount Note indentures where  EBITDA
   is  defined as consolidated net income plus (i) taxation,  (ii)
   consolidated   interest  expense,  (iii)   depreciation,   (iv)
   amortisation of intangibles and (v) cash payments  of  expenses
   arising in connection with acquisitions. Defined EBITDA may not
   be  comparable  to  similarly titled  measures  used  by  other
   companies.
(2)The  Adjusted EBITDA measures presented in this table represent
   Defined EBITDA less consolidated interest receivable.
(3)For  the purposes of computing the ratios of earnings to  fixed
   charges,  earnings  represent profit or loss  before  tax  plus
   fixed  charges and our share of the loss in the joint  venture.
   Fixed  charges represent total interest payable and  an  amount
   representative  of  the interest component of  rental  expense.
   Under  U.K.  GAAP, our earnings were inadequate to cover  fixed
   charges by GBP0.8 million, GBP12.7 million, GBP7.4 million and  GBP10.5
   million  in the period from 1 January 1999 to 30 July 1999  and
   the  years  ended 31 December 2000, 2001 and 2002 respectively.
   Under  U.S.  GAAP, our earnings were inadequate to cover  fixed
   charges by GBP3.1 million in the period from 1 January 1999 to 30
   July 1999 and by GBP12.8 million, GBP22.1 million and GBP13.5 million
   in the years ended 31 December 2000, 2001 and 2002 respectively.
(4)We  calculate  return  on base, number of  printed  directories
   accounts and average value per printed directories account only
   on  a  calendar-year  basis,  not for  interim  periods.  These
   measures  are  operating  performance  measurements   used   by
   management. They are not financial measures in accordance  with
   UK or US GAAP.
(5)Calculated  by  dividing printed directories  revenues  by  the
   total  number of printed directories accounts sold  during  the
   year.  Average  value  per printed directories  account  is  an
   operating performance measurement used by management. It is not
   a financial measure in accordance with either UK or US GAAP.
(6)Fixed  assets consist of tangible assets, goodwill,  intangible
   assets  and  fixed asset investments (including   interests  in
   joint ventures).
(7)Represents data for the full year from 1 January to 31 December
   1999.
(8)The U.S. GAAP data for the year ended 31 December 2000 reflects
   the  cumulative  effect  of the Group's  adoption  of  SAB  101
   related  to  deferred  costs. See  Note  31  of  Notes  to  the
   Financial Statements for more information.
(9)The U.S. GAAP data for the year ended 31 December 2001 has been
   restated  as  required  by  APB20 to  reflect  as  compensation
   expense in the Group certain consideration paid by SEAT  Pagine
   Gialle S.p.A.in accordance with the terms of the acquisition of
   TDL  Infomedia  Limited  and which is being  accounted  for  as
   compensation  expense by SEAT. See Note  31  of  Notes  to  the
   Financial Statements for more information.

Exchange Rates

The  following  table  sets  forth, for  the  periods  and  dates
indicated, information regarding the noon buying rate in the City
of  New  York for cable transfers in pounds sterling as announced
by  the  Federal  Reserve Bank of New York for customs  purposes,
expressed in U.S. dollars per GBP1.00.

                                       At
                                     Period Average(1) High    Low
                                      End
Year ended 31 December
1998                                 1.6628  1.6602   1.7222  1.6114
1999                                 1.6150  1.6146   1.6765  1.5515
2000                                 1.4955  1.5125   1.6182  1.4210
2001                                 1.4543  1.4382   1.5040  1.3730
2002                                 1.6095  1.5084   1.6095  1.4074

(1)  The average of the noon buying rates on the last day of each
month during the year.

The  following  table  sets  forth,  for  the  months  indicated,
information regarding the high and low noon buying rate expressed
in U.S. dollars per GBP1.00:

                                                    HIGH   Low
September 2002                                     1.5700  1.5343
October 2002                                       1.5708  1.5418
November 2002                                      1.5915  1.5440
December 2002                                      1.6095  1.5553
January 2003                                       1.6482  1.5975
February 2003                                      1.6480  1.5727

The  noon  buying  rate on 26 March 2003, the latest  practicable
date prior to the date of this report, was 1.5742.

(B)  CAPITALISATION AND INDEBTEDNESS

          Not applicable.


(C)  REASONS FOR THE OFFER AND USE OF PROCEEDS

          Not applicable.


(D)    RISK FACTORS

Our   revenue   growth  may  be  constrained  by  our   regulatory
environment

During  2001,  the  Office of Fair Trading, the government  agency
responsible  for  the  enforcement of competition  policy  in  the
United  Kingdom  revised  the undertakings  given  by  Yell  Group
Limited  (previously  BT Yellow Pages) which regulate  the  prices
Yell Group Limited can charge for classified advertisements in the
United  Kingdom.  The revised undertakings limit any annual  price
increase to the rate of inflation (as measured by the retail price
index)  less  6%, effective for all directories published  from  1
January  2002.  These revised undertakings are expected to  remain
in  effect  for  a  period of four years.  Although  we  were  not
required to give any similar undertakings, the cap imposed on Yell
Group  Limited has the indirect effect of constraining our ability
to  increase our advertising rates.  To date, we are not aware  of
any  significant  impact to our business  caused  by  the  revised
undertakings.   Yell  Group  Limited  is  also   prohibited   from
publishing  more  than one consumer classified  directory  in  any
particular  geographic  area,  except  in  areas  where  no  other
classified directories are published.


Our  business could be adversely affected by turnover of our field
account and tele-sales representatives

Our  success  depends to a significant extent on  our  ability  to
identify,  hire,  train and retain qualified sales  personnel.  In
2000, 2001 and 2002 we experienced turnover in our sales force  of
approximately  56.7%,  48.2% and 37.6% respectively.  Turnover  is
highest  among new hires, with over 50% of new hires  having  left
within  one  year of their employment in both 2000  and  2001.  In
2002,  fewer new hires left during their first year of  employment
(40%) hence the reduction in overall sales staff turnover for  the
year.  Our ability to attract and retain qualified sales personnel
depends on numerous factors, including factors out of our control,
such  as  conditions in the local employment markets in  which  we
operate. Although our business plan calls for a continued increase
in the number of sales representatives, we may not be able to hire
or  retain a sufficient number of sales representatives to achieve
our financial objectives.


Fluctuations  in  the  price of paper could adversely  affect  our
business

Paper is our most important raw material. In the past, paper costs
have  fluctuated  significantly. For example,  since  1994,  paper
prices  have  fluctuated between GBP376 and GBP622  per  tonne.  Paper
costs  represented 5.8% of our turnover in 2000, 5.9% in 2001  and
5.5%  in  2002.  We estimate that a 10% change  in  current  paper
prices  would  have a GBP0.5 million annual impact  on  our  EBITDA.
Typically,  we  agree  on paper prices for  the  following  twelve
months  at  the  start of each calendar year.   Although  we  have
always  reached  agreement on new paper prices in  the  past,  any
increases  in  paper  costs would have an adverse  effect  on  our
business, financial condition or results of operations.

We  are dependent on local economies and have a high concentration
of customers in the South East regions of the United Kingdom

We derive most of our revenues from the sale of advertising in our
printed   directories  in  the  United  Kingdom.  Our  advertising
revenues  are  dependent on a variety of factors specific  to  the
geographic  regions  that our directories  serve.  Local  economic
conditions, as well as the economic conditions of specific retail,
wholesale  and  service  segments, will impact  local  businesses'
expenditure on classified directories advertising. Our advertising
sales  are particularly concentrated in the South East regions  of
the  United  Kingdom, including the London metropolitan  area.  If
there  was an economic downturn in the South East regions  of  the
United Kingdom or the other local economies of the communities  we
serve,  our financial condition or results of operations could  be
adversely affected.


Our business may be adversely affected by our reliance on, and our
extension of credit to, small businesses

The  majority of our turnover is derived from selling  advertising
to small to medium-sized businesses. In the ordinary course of our
business,  we  extend  credit to these customers  for  advertising
purchases. Small businesses, however, tend to have fewer financial
resources   and  higher  financial  failure  rates   than   larger
businesses.   We  believe  these  limitations  are  a  significant
contributing  factor  to  having approximately  one-third  of  our
customers  in  any given year not renew their advertising  in  the
following   year.  In  addition,  full  collection  of  delinquent
accounts  can  take an extended period of time.  Consequently,  we
could be adversely affected by our dependence on and our extension
of credit to small businesses.


Changing technology in our industry makes our future uncertain

The  classified  directories advertising business  is  subject  to
changes   arising  from  developments  in  technology,   including
information   distribution   methods  and   users'   technological
preferences.   Our  growth and future financial  performance  will
depend  upon  our ability to develop and market new  products  and
services  and create new distribution channels to accommodate  the
latest  technological advances and user preferences  and  leverage
and   fully   utilise  technology  successfully  to  improve   the
operations of our business. The increasing use of the Internet  by
consumers  as  a  means to transact commerce  may  result  in  new
technologies  being  developed and services  provided  that  could
compete  with our products and services. We also believe that  our
online  directory  may  compete with our printed  directories  for
advertising sales and consumer usage, which may result in revenues
from  our printed directories being replaced over time, in  whole,
or in part, by our Internet revenues.

Although revenues from Internet advertising represented only  4.6%
of our turnover in 2002, in the future we may derive a substantial
amount  of  our revenues from Internet advertising.  However,  the
demand   and   market  acceptance  for  Internet  advertising   is
uncertain. There are currently no commonly accepted standards  for
the  measurement of the effectiveness of Internet advertising, and
the  industry may need to develop standard measurements to support
and  promote  Internet  advertising as a  significant  advertising
medium.  If  these standards do not develop, existing  advertisers
may   not   continue   their  levels  of   Internet   advertising.
Furthermore, advertisers that have traditionally relied upon other
advertising  media may be reluctant to advertise on the  Internet.
Our  business  could  be  adversely affected  if  the  market  for
Internet advertising fails to develop or develops more slowly than
expected. Different pricing models are used to sell advertising on
the  Internet.  It  is difficult to predict which,  if  any,  will
emerge  as  the  industry standard. This  makes  it  difficult  to
project our future advertising rates and revenues.

We are in a competitive business

We compete in the classified directories advertising market in the
United   Kingdom,   which  currently  has  one   dominant   market
participant,  Yell  Group Limited (formerly BT Yellow  Pages).  In
August  2002,  BT Group plc acquired the assets of  Scoot.com  and
announced   its   intention  to  re-enter  the  print   classified
directories market. We are not yet fully aware of the impact  that
BT's  re-entry into the print classified directories  market  will
have  on  our business. We also compete, to a lesser extent,  with
numerous  printed  information guides, Internet listing  services,
other  publishers,  other forms of advertising  and  providers  of
business  information. Given that most of our customers  advertise
with  us pursuant to one-year contracts, a substantial portion  of
them   could   move  their  advertising  to  competing  classified
directories,  or  to other forms of advertising entirely,  quickly
and  at a low cost, thereby increasing our exposure to competitive
pressures  and  consequent fluctuations in revenues and  operating
results.

We  are  also subject to intense competition with respect  to  our
Internet  business. We cannot predict whether we  will  adequately
compete  with  existing competitors, such as  Yell  Group  Limited
which operates www.yell.co.uk, or with other new entrants into the
online  directories  market. If we fail to anticipate  or  respond
adequately to changes in technology and user preferences,  or  are
unable   to  finance  the  necessary  capital  expenditures,   our
business,  operating  results  or  financial  condition  could  be
materially adversely affected.

Our  current  principal  competitor Yell Group  Limited  has,  and
potential  competitors such as BT Group plc may  have,  access  to
substantially greater financial and operational resources than  we
do.    Particular  challenges  that  we  could  face  from   these
competitors   include  increased  competition  for  sales   staff,
substantial  increases in their advertising  budgets,  substantial
discounting of their advertising rates and their development of  a
database  or an Internet service that provides the same or  better
benefits than our current products and services.

Our ability to compete successfully for both users and advertisers
depends  on  elements  both within and  outside  of  our  control,
including  user  demand  for our services, successful  and  timely
development  of  new products, our ability to deliver  appropriate
levels  of  service  to users and advertisers,  pricing,  industry
trends and general economic trends.


Key  personnel  -  our  success  depends  on  certain  key  senior
executives

Our  performance  depends in large part  upon  the  abilities  and
continued service of our senior management personnel. The loss  of
the  services  of  any  of our senior management  could  seriously
affect our business prospects. If one or more key employees  joins
a   competitor  or  forms  a  competing  company,  the   resulting
competition could have a material adverse effect on our  business,
financial condition or results of operations. In the event of  the
loss  of  any  such employee, we may not be able  to  prevent  the
unauthorized  disclosure or use of our procedures, practices,  new
product developments or client lists. Moreover, our future success
depends  on  our continuing ability to identify, hire,  train  and
retain  such personnel in the future. If we are unable to  attract
and  retain  necessary sales, marketing, technical and  managerial
personnel,  it  could  have  a  material  adverse  effect  on  our
business, financial condition or results of operations.

Risk of adverse effects of government regulation

We  are  subject to governmental regulation by the United  Kingdom
and  the  European  Union  and may in the  future  be  subject  to
regulation  in  countries  in which we may  provide  services.  In
addition,  decisions by regulators, including the Office  of  Fair
Trading,  could  adversely  affect  our  financial  condition  and
results  of  operations. The adoption of  new  laws,  policies  or
regulations  that change the present regulatory environment  could
adversely  affect our existing services or restrict the growth  of
our business in the United Kingdom, Belgium, the European Union or
any other countries.

The  European  Commission  has  approved  a  new  data  protection
directive  regarding  the  processing of  personal  data  and  the
protection  of  privacy in the electronic communications  section.
See  Item  4(B)  "Business  Overview  -  Regulatory  Environment".
Compliance  with this new directive may entail additional  expense
to our business.


Our financial results are subject to quarterly fluctuation

Our turnover and operating results exhibit a significant degree of
variability from quarter to quarter and between periods.  Although
we  process  sales at a fairly constant rate, we do not  recognise
turnover  with respect to processed sales for any given  directory
or  the costs directly related to sales, production, printing  and
distribution  of that directory until the month  in  which  it  is
distributed.  Individual directories are not always  published  at
the same time each year, which can result in significant shifts in
quarterly  turnover  and  EBITDA.  Many  of  our  largest  revenue
generating directories are published between October and December.
If  publication of any directories were delayed into the following
year,  for  example  because of printing  delays,  recognition  of
related  turnover  and EBITDA would also be  delayed.  EBITDA  and
other  financial  indicators generally relied on by  investors  to
evaluate  a  company's ability to incur and service its  debt  may
not,  in  our  case, reflect actual cash received during  a  given
period.


We rely on our intellectual property rights

We  rely  on  our intellectual property, principally our  business
database  and  related licence rights and our  right  to  use  the
Thomson  name.  If we fail to adequately protect our  intellectual
property  rights,  our  business could  be  harmed.  In  addition,
although  we  believe  that our business  does  not  infringe  the
intellectual  property rights of others and that we have  all  the
rights  needed  to use the intellectual property employed  in  our
business,  it is possible that we could become subject  to  claims
alleging infringement of third-party intellectual property rights.
Any claims could subject us to litigation and could require us  to
pay   damages   or   incur  expenses  to  develop   non-infringing
intellectual property.


System failure could hurt our business

Loss  of  all or part of our information systems for a  period  of
time  could  have a material adverse effect on our  business.  Our
operations are dependent on our ability to protect our system from
interruption   caused   by   damage   from   fire,   power   loss,
telecommunications  failure, unauthorised entry  or  other  events
beyond  our control, such as regional disasters. Our back-up  site
is  equipped  with  all the hardware, software and  communications
equipment  necessary  to  recover from a  disaster  impacting  our
Farnborough  office. The recovery procedure involves  the  use  of
third  party  suppliers. Our back-up site is located approximately
three  miles  from our headquarters, where most  of  our  computer
systems,  including  processing equipment, are currently  operated
and  maintained. In the event of major disasters,  both  locations
could be equally affected.

Foreign  exchange  rate  fluctuations  may  adversely  affect  our
financial condition and results of operations

As  our  reporting  currency is pounds sterling  any  movement  in
foreign  currency  exchange rates in relation to pounds  sterling,
particularly movements in the dollar/sterling exchange rate, given
our   dollar-denominated  notes,  could  have  an  impact  on  our
financial  condition  and  results of  operations.   In  order  to
minimise  this risk the directors have decided to part  hedge  the
exposure  on  the  dollar-denominated notes and will  continue  to
monitor fluctuations in exchange rates.  However, we cannot assure
you  that exchange rate fluctuations will not adversely affect our
financial condition and results of operations.


Our  exposure  to  defamation  and privacy  claims  could  have  a
material   effect  on  our  operating  results  or  our  financial
condition

We are exposed to defamation and breach of privacy claims relating
to  our  directories  business as well as methods  of  collection,
processing and use of personal data.  The subjects of our data and
users of data collected and processed by us could also have claims
against us if our data were found to be inaccurate, or if personal
data  stored  by  us was improperly accessed and  disseminated  by
unauthorised  persons.   Although we have  not  had  any  material
claims relating to defamation or breach of privacy claims to-date,
we  may  be party to litigation matters that could have a material
adverse effect on our business, financial condition or results  of
operations or otherwise distract our management.


Our  ability  to  refinance our existing senior  debt  depends  on
certain factors beyond our control

The  future  success of our operations will in large part  dictate
our  ability  to  refinance  our existing  senior  debt  which  is
repayable  on  the earlier of 10 September 2003  or  a  change  of
control.  Our future operating results will be affected by general
economic,  competitive, marketing and other  conditions,  many  of
which are beyond our control.  Any failure to refinance our senior
indebtedness  would  result  in  a  default  in  the  senior  debt
facilities  and  a default under the notes.  Our  parent  has  not
guaranteed  our  obligations  under  the  notes  nor  has  it  any
obligation  to  provide additional equity  financing  to  us.   We
cannot  assure  you that we will be able to refinance  our  senior
debt,  obtain  additional financing or sell assets on commercially
reasonable terms or at all.


ITEM 4 INFORMATION ON THE COMPANY

(A)  HISTORY AND DEVELOPMENT OF THE COMPANY

Corporate

TDL  Infomedia Holdings plc, or the Company, was incorporated  on
23  June  1999 under the laws of England and Wales  as  a  public
limited  company with registered number 3794458. The  address  of
TDL  Infomedia Holdings plc's registered office is Thomson House,
296  Farnborough Road, Farnborough, Hampshire, GU14 7NU, England,
telephone number +44 (0) 1252 516111.

Group Structure

TDL  Infomedia  Limited and the three Infomedia  subsidiaries  were
formed  for the purpose of financing the GBP149.7 million acquisition
of  TDL  Group  Limited and its subsidiaries and the GBP70.3  million
repayment of TDL Group Limited's borrowings and fee obligations  on
30  July  1999 (the "1999 Acquisition").  The 1999 Acquisition  was
funded  through investments of GBP80 million by Apax, Advent, 3i  and
participating  management and employees (where "management"  refers
to  the  direct  and indirect ownership by officers, directors  and
members  of  their  immediate  families)  together  with  the  debt
financing described below.

The  aggregate  proceeds from the debt financing of GBP150.0  million
comprised  (1)  borrowings  by TDL Infomedia  Group  plc  of  GBP55.0
million  under  a  GBP65.0 million senior credit facility  which  was
subsequently refinanced on 29 December 2000 (as described  in  Item
5(B)  "Liquidity  and Capital Resources"), (2)  borrowings  by  TDL
Infomedia  Group  plc of GBP70.0 million under a senior  subordinated
financing  facility  which  has been refinanced  by  the  issue  of
GBP70,000,000  12  1/8% Senior Subordinated Notes due  2009  and  (3)
borrowings by TDL Infomedia Holdings plc of GBP25.0 million  under  a
senior discount financing facility which has been refinanced by the
issue  of US $87,360,000 15.5% Senior Discount Notes due 2010  at  a
price of 47.366%.

On  1  August  2000 SEAT Pagine Gialle SpA acquired  99.6%  of  the
issued  share  capital of TDL Infomedia Limited, the ultimate  U.K.
parent  company of the Group, for an equity value of  GBP308  million
and  the  assumption of approximately GBP150 million of debt.   Since
then  Pagine Gialle SpA have acquired a further 0.1% of the  issued
share  capital  of TDL Infomedia Limited. Participating  management
and  members of their immediate family hold the remaining  0.3%  of
the  issued share capital of TDL Infomedia Limited. The acquisition
was effected by means of a share exchange.

History

In 1965, The Thomson Corporation of Canada, under contract with the
British General Post Office, introduced the United Kingdom's  first
classified  telephone directory, which was later named  the  Yellow
Pages.

In 1980, the contract between The Thomson Corporation of Canada and
the  British General Post Office expired and the rights to  publish
Yellow Pages in the United Kingdom were awarded to British Telecom.
The  Thomson  Corporation  of Canada decided  to  produce  its  own
directories  in  competition  with the  Yellow  Pages  and  created
Thomson  Directories  Limited,  a partnership  between  the  Dun  &
Bradstreet  Corporation and The Thomson Corporation of  Canada.  In
1981, it commenced the national roll-out of the Thomson Locals.

In  1994,  Thomson Directories Limited was sold  to  U  S  WEST,  a
regional telecommunications company in the United States. U S  WEST
also  entered  into  a  licence agreement  to  continue  using  the
''Thomson''   name  and  related  trademarks  for  its  directories
business.   In  1994, Thomson Directories Limited began  developing
its  Business  Information services derived  from  its  proprietary
database.

In  June  1997,  U S WEST sold Thomson Directories Limited  to  TDL
Group  Limited,  a  company  formed by  3i  plc,  non-institutional
investors  and  several  members of Thomson  Directories  Limited's
senior  management team.  Shortly thereafter, Advent  International
Corporation  purchased  a  portion of 3i plc's  interests.  Thomson
Directories  Limited agreed the right to use the  ''Thomson''  name
and trademarks until 2027 for a nominal annual fee.

In  July  1998, Thomson Directories Limited entered  into  a  joint
venture,  TDL InfoSpace (Europe) Limited, with Infospace.com  Inc.,
an   Internet   company  based  in  the  United  States.    Thomson
Directories  Limited  sold its interest in TDL  InfoSpace  (Europe)
Limited to a company owned by its principal shareholders in January
1999.   We  maintain  a  supplier and sales relationship  with  TDL
InfoSpace   (Europe)  Limited.   See  Item  7(B)   "Related   Party
Transactions".

In   February   1999,   Thomson   Directories   Limited   expanded
internationally  by investing in a directories  joint  venture  in
Belgium with the intention to replicate its paper directories  and
Internet Services business model abroad. On 30 March 2001  Thomson
Directories  Limited sold its investment in,  and  loans  to,  TDL
Belgium SA to a newly formed company, TDL Investments BV, a wholly
owned  subsidiary  of TDL Infomedia Limited.  The  investment  and
loans were sold for GBP4.1 million, the net asset value reflected in
the Group's accounts on the date of sale.

The 1999 Acquisition (described above) was completed in July 1999.

On  1  August  2000,  99.6% of the issued  share  capital  of  TDL
Infomedia  Limited, the ultimate parent company of  TDL  Infomedia
Holdings plc, was acquired by SEAT Pagine Gialle SpA, as described
above.

Business Description

The  Group  is the second largest publisher of printed  classified
directories  in the United Kingdom, publishing 174 directories  in
2002 (173 Thomson Local directories and 1 new WebFinder directory)
that  together cover approximately 85% of the U.K. population.  In
2002,  92,825 businesses purchased classified advertising  in  our
directories, and we distributed approximately 22 million of  these
directories   to  homes  and  businesses  free  of   charge.   Our
advertising customer base is highly diverse and consists primarily
of  small  and  medium-sized businesses operating in  well-defined
local areas as well as large national advertisers.

In the U.K. classified directories market, we have been the market
innovator  for introducing new product modifications, having,  for
example,  developed directional tabs, local community  guides  and
premium  advertising  opportunities such as  White  Knock-out  and
colour  advertisements. We believe these product innovations  have
made  our  directories easier to use for consumers  and  increased
their  value to our customers. While printed directories  are  our
primary  business, we have executed a strategy of  leveraging  our
strategic   assets,   which  include  our   enhanced   proprietary
information  database of more than 2.3 million business  listings,
nationwide  sales force, established customer base  and  ''Thomson
Directories''  brand, selectively across two high margin  business
areas   of  Internet  Services  and  Business  Information,  which
together  represented  GBP11.4 million  or  approximately  11.1%  of
recognised revenues (before discounts) in 2002.

We  organise our products and services into three business  areas:
U.K. Paper Directories, Internet Services and Business Information
which are further described below.


(B)  BUSINESS OVERVIEW

Classified Directories Market

The  classified directories market consists of both  regional  and
local   directories.  Regional  publications  generally  cover   a
relatively  large geographic or metropolitan region,  while  local
directories  cover smaller geographic regions  or  sections  of  a
metropolitan area. The two largest classified directory publishers
in  the  United Kingdom are Yell Group Limited (formerly BT Yellow
Pages) and ourselves. During 2002 Yell Group Limited published  83
regional   directories  (and  six  "Business  Pages"  directories)
throughout  the  United  Kingdom  and  we  published   173   local
directories.   Yell  Group  Limited's  U.K.  printed   directories
revenues  totalled GBP540.5 million during the 12  months  ended  31
March  2002, compared to our printed directories revenues of GBP89.4
million for the year ended 31 December 2002.

The U.K. classified directories market has been subject to reviews
by  the  Office of Fair Trading, the government agency responsible
for  enforcing competition policy under the Fair Trading Act 1973,
in  1995  and, more recently, in 2001 (as described in  Item  4(B)
"Business  Overview  -  Regulatory Environment").   Following  its
recent review, on 11 May 2001 the Office of Fair Trading announced
that  the price cap limiting annual price increases in advertising
rates  by  Yell  Group Limited should be tightened  from  RPI  (as
measured by the retail price index) minus 2% to RPI minus  6%  for
directories  published from January 2002.  Although  we  were  not
required to give any similar undertakings, the cap imposed on Yell
Group  Limited has the indirect effect of constraining our ability
to  increase our advertising rates.  To date, we are not aware  of
any  significant  impact to our business  caused  by  the  revised
undertakings.  (see Item 3(D) "Risk Factors").

In  August 2002, BT Group plc acquired the assets of Scoot.com and
announced   its   intention  to  re-enter  the  print   classified
directories market. We are not yet fully aware of the impact  that
BT's  re-entry into the print classified directories  market  will
have on our business.


U.K. Paper Directories

General

Thomson Local is a printed classified business directory, in which
business  listings are arranged by business type. It is  our  core
product  and  accounted for almost 90% of recognised  revenues  in
2002.    Our  directories  are  distributed  throughout   England,
Scotland  and  Wales.  We  design  our  directories  to  meet  the
informational needs of consumers and the advertising needs of  our
customers.  Our directories consist of several sections  including
local  information and entertainment guides, an A-Z business phone
book  listings section detailing all businesses alphabetically  in
the  area and a classified section.  The local information section
includes  full colour plans of principal towns, a local area  road
map  and community and entertainment information.  We believe that
this information increases consumer usage of our directories.   In
the  A-Z  business  phone  book  listings  section,  we  list  all
businesses within the related geographical region free of charge.

The majority of the advertising sold in our directories appears in
the  classified section. However, we also sell advertising on  the
front  and  back  covers, the tabbed dividers and  the  local  and
entertainment guides.

Proprietary Database

All  business areas rely upon the repackaging and distribution  of
U.K.  business-related content from our database.  The base  input
to  our  directories is business listings data from our  database.
We  receive new business listings data from BT Group plc (formerly
British  Telecom) on a daily basis and we verify and enhance  this
data  before entering it into our database.  We enhance the  value
of  this information by classifying each business entry and adding
relevant  information such as the length of time  a  business  has
been  at a particular location, the number of employees, the  name
of  the  senior decision maker, its fax numbers and  the  type  of
location.  Our database also contains ''Thomson-only'' data, which
has  not  been  provided by BT and which we independently  collect
principally from requests for free listings and telephone numbers.
By  enhancing the business listings data in this way we create our
own  proprietary  database in which we own  intellectual  property
rights.   Our  sales teams use the information in our database  to
focus  their sales efforts and our Business Information team  uses
our database for resale purposes.

Product Development

We  continually  seek to introduce new products  and  features  in
order  to create incentives for our customers to renew their prior
year's advertising subscription and increase their expenditure  on
our  products.   We  typically roll out these product  innovations
over  two  to three years to the majority of our directories.   In
1998  we  rolled  out White Knock-out, a feature  which  allows  a
customer's  advertisement to stand out  from  its  competitors  by
printing the advertisement against a white backdrop.  In  1999  we
launched yellow highlighted advertisements and double column  unit
advertisements   as   compared   to   standard    single    column
advertisements. In 2000 we launched colour advertisements  in  the
classified section of 39 directories.  The roll-out of such colour
advertisements was extended across a further seven directories  in
2002 and we intend to roll-out it out across nine more directories
in 2003.

In  December  2002 we published a new directory of web  addresses,
WebFinder, which has been distributed throughout Central London.

New Directories

We  already cover most of the areas of England, Scotland and Wales
that   can   be  cost  effectively  served  by  local   classified
directories.    Consequently,  our  pace   for   introducing   new
directories  has  slowed through the 1990's as  our  coverage  has
expanded   to   approximately  85%   of   the   U.K.   population.
Nevertheless,  we  believe  there  are  select  opportunities   to
introduce  additional new directories.  We are currently reviewing
options for introducing additional directories.

Printed Directories Publishing Cycle

We   publish  our  directories  on  a  12-month  cycle.   Although
publishing  dates may be moved back and forward  by  a  few  weeks
within  the  year,  we  aim  to publish each  directory  once  per
calendar year. In order to meet the calendar year publishing cycle
nearly all selling activity for the directories takes place before
the   end  of  October.   This  allows  eight  to  ten  weeks  for
photocomposition,   printing  and   distribution.    We   consider
directories   to   be   ''published''  when  we   have   commenced
distribution.   The sales cycle of a particular  directory  varies
based on the size of the revenue base and potential customer  base
and can range from a few weeks to as long as six months.


Photocomposition Process

Photocomposition  is  the  process of converting  all  directories
material  into  a  digital format that is used  by  the  printers.
Prior  to  1998, we outsourced the photocomposition process  to  a
third  party. In mid 1998, we brought the photocomposition process
in-house,    which    eliminated   the   need   for    third-party
photocomposition  processing  by  investing  in   new   publishing
hardware  and  software  and retraining  existing  personnel,  and
improved  advertisement design and production turnaround  for  our
customers.   Bringing the photocomposition process  in-house  cost
approximately  GBP1.5  million, of which  GBP0.6  million  related  to
hardware, which was capitalised, and an estimated GBP0.9 million  to
software,  information technology support and retraining programs,
which   was  expensed  in  1998.   Bringing  the  photocomposition
function  in-house has given us added flexibility to  improve  the
lay-outs  of  our  directories, which has also reduced  our  paper
requirements  and our publishing cycle and allowed the  publishing
of our customers' advertisements on the Internet.


Paper and Printing

Prior  to  the  expiry of the contracts on 31  December  2001,  we
outsourced  our  printing and paper requirements to  two  printers
located in Spain and Sweden. On 1 January 2002 we entered into two
new  print  contracts with printers located in Sweden  and  Italy,
both  of  which commenced in January 2002 and expire  in  December
2004. We have also entered into separate paper contracts with  two
suppliers  based in Sweden and Finland.  Although we rely  on  two
printers, a single printer could provide all of our printing,  and
we  believe  that there are alternative suppliers that could  meet
our needs.  Similarly, we believe that there are alternative paper
suppliers that could satisfy our paper requirements.  New  product
innovations typically increase our printing and paper  costs.  For
example,  introducing White Knock-out in 1998 and full  colour  in
selected  directories  in  2000 required more  expensive  printing
processes.   In the future we expect to incur additional  printing
and paper costs with new product innovations.


Distribution

Each year, we distribute approximately 22 million directories free
of  charge  throughout England, Scotland and Wales.  We  outsource
our  distribution  requirements to two  companies:  one  for  East
Anglia  and the home counties area in and surrounding London,  and
another  for Scotland, the North East, the Midlands and the  West.
Although  we rely on only two distribution companies,  we  believe
either company could service all of our distribution needs and  we
believe  there  are additional distributors that could  cover  our
distribution requirements.

Sales

Printed  and  online directories advertising  is  a  direct  sales
business,  which  requires both servicing  existing  accounts  and
developing   new  customers.   Our  core  account  base   consists
primarily  of  repeat customers and many of these  customers  have
advertised  in our directories for several years. For  2000,  2001
and  2002,  63.1%,  64.3%  and 67.3%  respectively  of  our  print
directory  customers  advertised  again  in  the  following  year,
generating  a  return on base (as defined on page  23)  of  80.2%,
81.6% and 85.3% respectively.  We believe that this return on base
reflects the importance of our directories to our local customers,
for whom classified directories advertising is an important medium
of  advertising  due  to its comparatively  low  cost,  widespread
distribution,  lasting presence, focus on local  geographic  areas
and   high   consumer  usage.   In  addition,  printed  classified
directories  advertising is often an integral part  of  the  local
advertising strategy for larger national companies.

As  at  30 December 2002, our printed and online directories sales
force  consisted of 448 employees (representing  53% of the  total
work force).

We  have  well-established practices and procedures to manage  the
productivity and effectiveness of our sales force.  All new  Field
Account  and Tele-Sales Representatives complete a formal two  and
one  half-week training program and receive continuous  on-the-job
training  through  the  regional sales  management  structure  and
periodic  formal  training.   Each Field  Account  and  Tele-Sales
Representative  has a specified account assignment  consisting  of
both  new  business leads and renewal accounts and is  accountable
for  daily,  weekly  and monthly sales results.  Our  sales  force
receives  sales  data, which include details of  our  new  product
initiatives, local market data, planned distribution  numbers  for
each directory and credit details on our prior year's customers.

Field  Account  and Tele-Sales Representatives are compensated  in
the   form   of  base  salary,  commissions  and  car   allowance.
Approximately  one  third of total Field  Account  and  Tele-Sales
Representative compensation is in the form of commissions tied  to
sales  performance  and  account  growth.   We  use  a  number  of
commission and bonus schemes with varying terms depending  on  the
role  and grade of the employee.  Bonus schemes are based  on  key
business  drivers  such as: return on base,  account  growth,  new
business and development of staff and revenues.  Our senior  sales
managers' bonuses are also linked to our overall profitability.


Marketing and Brand Management

Our   marketing   team  is  responsible  for   strategy,   product
development for our printed directories, pricing, market research,
advertising, promotion and sales support materials.   It  is  also
responsible for overall branding strategy and public relations.


Internet Services

Our   proprietary   database,  experienced  sales   professionals,
established  customer base and our ''Thomson  Directories''  brand
has   enabled  us  to  widely  introduce  and  cross-sell   online
classified  advertisements since late  1998.   We  retain  printed
advertisements  in  a digital format, which facilitates  producing
Internet ready versions of our customers' advertisements.  We have
a  website  services  agreement with  a  supplier,  TDL  InfoSpace
(Europe) Limited (previously a related party, as described in Item
7(B)  "Related  Party Transactions") whereby it hosts  our  online
directory, Thomweb.co.uk, as well as on other popular websites.

We  license  business  listing content from our  database  to  TDL
InfoSpace  (Europe) Limited for a fee of GBP50,000  per  annum.  TDL
InfoSpace (Europe) Limited gains distribution for our database and
associated online advertising together with content it supplies to
other websites.


TDL  InfoSpace  (Europe) Limited integrates our  online  directory
with  other  content  such as local weather  forecasts,  news  and
horoscopes  in  creating its content packages.  As well  as  being
distributed on our own Thomweb.co.uk Internet site, these packages
are  co-branded with the ''co-brand'' partners and distributed  on
various other websites (the "InfoSpace Network").

Prior  to September 2000, we acted under an exclusive sales agency
agreement  with  TDL InfoSpace (Europe) Limited to  sell  enhanced
classified  business listings on their behalf to our customers  in
the  United  Kingdom.   We retained a sales  commission  for  this
activity and paid an annual fee to TDL InfoSpace (Europe)  Limited
for  their  services.  Under the terms of our new website  service
agreement  with TDL InfoSpace (Europe) Limited dated  1  September
2000,  we  retain all advertising revenues and pay a  fee  to  TDL
InfoSpace  (Europe) Limited for their services.  As  a  result  of
this  change  in  the  nature of the sales  arrangement  with  TDL
InfoSpace  (Europe) Limited, we now recognise Internet advertising
revenues  and  fees paid to TDL InfoSpace (Europe) Limited  evenly
over the twelve month period of the advertising contract.

In  April  2002,  we  launched  a new proprietary  Internet  site,
ThomsonLocal.com.  This  local  information  portal  features   an
enhanced business finder, useful local area information, a "search
nearby"  facility  and a web search facility  for  UK  businesses.
ThomsonLocal.com has been well received by users  and  advertisers
and it has been launched on major partner sites, such as Freeserve
and Ask Jeeves, during the year.

We will continue to innovate and develop new Internet products for
our  users  and advertisers and intend to  continue  working  with
InfoSpace  and  other  distribution partners  in  order  to  drive
traffic to our advertisers.

Our   Internet   advertising   packages   on   Thomweb.co.uk   and
ThomsonLocal.com incorporate variations on the following features:

  - an  online business listing with a higher position page  in  an
    ''enhanced  listing'' section and an adjacent ''Info  Button''
    where  the  advertiser's details are presented and  hyper-text
    linked to the advertiser's website;

  - an  online  version  of the customer's printed  advertisement;
    and

  - guaranteed  placement in the ''preferred  listings''  section,
    which  is  currently limited to the first five listings  of  a
    customer's  business  category and a  ''branded''  sponsorship
    button,  which  the user may click to go to  the  advertiser's
    website.

We  sell these Internet packages on a geographical area basis that
corresponds to the scoping of our printed directories. Similar  to
our   printed   directories,  customers  can   purchase   multiple
advertisements  to  appear when a user searches  in  a  number  of
different geographical areas of the Internet directory. We  update
Thomweb.co.uk  and  ThomsonLocal.com with new advertisements  each
month.

During  2002 we sold Internet advertising to approximately  25%  of
our  existing  printed directories customer base, up  from  20%  in
2001.  Published Internet advertising sold during 2002 amounted  to
GBP4.3  million  however,  following the  change  in  the  timing  of
Internet  revenue  recognition  from  1  September  2000,  Internet
advertising revenues recognised as revenue in 2002 amounted to GBP4.5
million.

In January 2003, we launched WebFinder.com, a complimentary online
search  engine  to the new WebFinder print directory  launched  in
Central  London in December 2002. WebFinder.com allows advertisers
to  promote their websites on our proprietary websites as well  as
across a portfolio of partner sites on either a fixed fee or a pay-
per-click basis.

We   have   entered  the  Internet  advertising  segment  primarily
utilising our existing personnel. Over time, we expect to add  some
dedicated  Internet  sales  force.  We  believe  that  our   online
directory complements our printed directories products and  provide
operational  synergies  and cross-selling  opportunities  with  our
existing printed directories business.

Business Information

Our  Business Information team sells business information from  our
proprietary database relating to U.K. businesses to both  wholesale
and  retail  customers. In the wholesale category,  our  sales  are
relatively  concentrated.  A small number of  large  companies  use
information  from  our database to update their own  databases  for
resale  purposes  or  to  incorporate  such  information  from  our
database  in their products and services.  Our wholesale  customers
include  direct  marketing companies, directory  enquiries  service
providers and several of the major U.K. credit companies,  who  use
our  database  for  marketing  and compiling  business  information
reports.  Wholesale customers are either charged an annual  licence
fee  or a royalty, based on usage or a percentage of product  sales
and subject to a minimum fee. Licence agreements with our wholesale
customers generally have terms from three to five years.   Revenues
are recognised over the period of the licence agreements.

In  the  retail  category,  we develop  and  market  the  following
products and services:

  - Business  Search  Pro  is  a CD-ROM that contains  approximately
    2.1   million   business  listings  providing  name,   address,
    telephone  numbers  and  business  type.   Details   for   each
    business  listing may also show number of employees,  how  long
    the  business has been at that location, senior decision maker,
    fax  number  and type of premise.  This additional  information
    allows  the  CD-ROM  to  be  used for many  purposes  including
    direct  marketing  with  enhanced  credit  metering  technology
    enabling our customers to download data from our database on  a
    ''pay-as-you-go'' basis. Business Search Pro  acts  as  both  a
    directory  enquiry and a direct marketing tool.   The  addition
    of  TPS/FPS  matching is a unique selling point in the  market.
    In  2002,  we added Telemarketing functionality to the  product
    which  has increased sales to customers using the data to  make
    telesales  calls.  The product won "Best  CD-ROM"  and  overall
    "Champion Directory" at the 2002 DPA Awards.

  - New   Connections  is  a  monthly  subscription   service   that
    provides  customers  with information for sales  and  marketing
    purposes  such  as  whether  a business  has  recently  started
    trading  or relocated and is targeted at 90 different types  of
    businesses who benefit from this kind of information.

  - New   Connections   Plus  X  is  another  Business   Information
    innovation.  It  provides customers with  sales  and  marketing
    information   about  small  businesses  that  started   up   or
    relocated  over the past six months and are still in  business.
    This  product  is  now  bundled with the core  New  Connections
    product  to  help get customers started immediately with  their
    marketing activities.

  - Fastest  Growing  Companies  is  a  new  service  that  provides
    customers with sales leads and marketing information about  the
    fastest  growing limited companies and plc's  in  the  UK.  The
    data  is  compiled twice a year from analysis  of  the  Thomson
    database and data from Companies House.

As there are very few incremental costs in producing the data in  a
format  suitable for Business Information customers, this  business
area  generates higher operating margins than our overall operating
margins.   Revenues relating to Business Information have increased
to  GBP6.9  million  in 2002 (2001: GBP6.2 million)  due  to  wholesale
customer  account  growth and continued growth  in  retail  product
sales.


The Thomson Name

We  have the right to use the ''Thomson'' name in connection  with
both  printed  and online directories in the United Kingdom  until
the  end  of 2027 pursuant to a licence agreement with The Thomson
Corporation of Canada.  Annual royalty payments after  1998  under
the  licence  are  nominal.  The licence  agreement  provides  for
termination  of  the  licence upon several enumerated  changes  of
control.   We   obtained  the  written  consent  of  The   Thomson
Corporation for the change of control on 1 August 2000,  when  TDL
Infomedia Limited, the ultimate U.K. parent company of the  Group,
was  acquired  by  SEAT Pagine Gialle SpA.  No  other  changes  of
control occurred through the date of this annual report.

BT Data Supply

Our  principal source for business listings data is BT Group  plc,
which  provides  such  data pursuant to  a  non-exclusive  licence
agreement  for an annual fee of GBP0.6 million in 2002  (2001:  GBP0.5
million).

On  1 January 1999, in order to comply with the Telecommunications
(Open Network Provision) (Voice Telephony) Regulations 1998 and in
response    to    the   recommendations   of   the    Office    of
Telecommunications,  BT  made  its  core  database   more   widely
available  and adopted a new pricing mechanism for this  database.
As a result of BT's desire to replace our existing licence with  a
new  ''standard'' licence which will be available to persons using
the  data  for the purpose of providing directories or a directory
information  service, our existing licence was  terminated  on  31
December 2000.  With effect from 1 January 2001 we entered into  a
new licence agreement pursuant to which we are required to pay  an
annual  fee  for  usage  of all classified data,  plus  additional
royalties for any A-Z usage of residential data.


Regulatory Environment

1996  Report  on  the  Supply of Classified Directory  Advertising
Services in the United Kingdom

In  1995,  the U.K. Office of Fair Trading, the government  agency
responsible  for  enforcing  competition  policy  under  the  Fair
Trading Act 1973, undertook a review of the classified directories
industry  due  to  concerns regarding the market  position  of  BT
Yellow Pages (now Yell Group Limited), its rates of return and its
ability  to  act anti-competitively.  As a result of that  review,
the Director General of Fair Trading, who heads the Office of Fair
Trading,  requested  the  Monopolies  and  Mergers  Commission  to
investigate  and  report  on the supply of classified  directories
advertising  services  in the United Kingdom  under  the  monopoly
provisions  of  the  Fair Trading Act 1973.   The  Monopolies  and
Mergers Commission is now known as the Competition Commission. The
primary directories covered by the review were BT Yellow Pages and
Thomson Local directories.

In March 1996, the Monopolies and Mergers Commission published its
report  entitled  ''Classified Directory  Advertising  Services.''
The  Monopolies  and Mergers Commission concluded that  BT  Yellow
Pages  held  a  monopoly  position in the  classified  directories
advertising  services  market  and that  it  was  exploiting  this
position by charging excessive prices to advertisers in BT  Yellow
Pages.   It also found that BT Yellow Pages' publication of  local
directories  was likely to reduce the effectiveness of competition
to  BT Yellow Pages.  The Monopolies and Mergers Commission report
outlined  several recommendations to the Secretary  of  State  for
Trade  and  Industry including the imposition of a  limit  on  the
annual  increase  in rates for advertising in BT Yellow  Pages,  a
prohibition of British Telecom (now BT Group plc) from  publishing
or distributing more than one consumer classified directory in any
particular area and establishment of BT Yellow Pages as a separate
subsidiary  of BT Group plc ("BT").  The Secretary  of  State  for
Trade   and   Industry   accepted  the  Monopolies   and   Mergers
Commission's   recommendations,  with   the   exception   of   the
requirement  that  BT Yellow Pages be established  as  a  separate
subsidiary.  The Secretary of State also sought undertakings  from
BT  requiring  it to publish annual financial statements  for  its
classified directories business and to provide the Office of  Fair
Trading   with   information  so  that  it   could   monitor   the
effectiveness of the remedies.  On 26 July 1996, the Department of
Trade  and  Industry announced that BT had agreed  to  give  these
undertakings.

In  March  1996,  the Department of Trade and Industry  asked  the
Director General of Fair Trading to report back in three years, or
earlier,  if  necessary, on the effectiveness of BT's undertakings
in addressing the MMC's concerns.

Following  its  review of the effectiveness of these undertakings,
on 11 May 2001 the Office of Fair Trading announced that the price
cap  limiting annual increases in advertising rates by Yell  Group
Limited  should be tightened from RPI (as measured by  the  retail
price  index) minus 2% to RPI minus 6% every year for a period  of
four  years for directories published from January 2002.  It  also
stated  that  Yell  Group Limited is required to  observe  certain
other  conditions including a prohibition on publishing more  than
one  printed  consumer classified directory in  each  distribution
area  except as allowed in certain limited areas and an obligation
to  prepare and make available financial statements in respect  of
the  printed  consumer classified directory business.  Yell  Group
Limited  has  given  undertakings  requiring  it  to  observe  the
conditions.   The Director General of Fair Trading has  undertaken
to  keep  under review the operation and ongoing effectiveness  of
the undertakings.


1998  OFTEL  Statement  on the Provision of Directory  Information
Services  and Products and 1999 OFTEL Publication on Responses  to
the  Statement on the Provision of Directory Information  Services
and Products

The  Office  of Telecommunications is the regulator for  the  U.K.
telecommunications industry. On 25 September 1998, the  Office  of
Telecommunications published a Statement entitled  ''Provision  of
Directory  Information  Services  and  Products''  (''1998   OFTEL
Statement'')  to  address  the  privacy  concerns  of   individual
subscribers  concerning  the  manner  in  which  their   directory
information  is  used, ensure that customers have access  to  more
comprehensive  directory information services and directories  and
enable   competition  to  develop  in  the  supply  of   directory
information services and directories.  In particular,  the  Office
of  Telecommunications proposed to amend BT's  licence  under  the
Telecommunications  Act  1984, as  at  1  January  1999,  to  give
potential service providers of directory information the right  to
request  downloads  of directory information from  BT's  directory
database and online access to BT's directory enquiries database on
the  same terms as public telecommunications operators who already
had  access.   The  Office of Telecommunications stated  that  the
purpose  of  this modification was to promote competition  in  the
provision  of  telephone  directories  and  directory  information
services.

The  1998 OFTEL Statement also proposed the development of a  Code
of  Practice  on  the  use of directory information  in  order  to
provide  a  workable set of rules and guidelines  on  the  use  of
individuals'  directory information.  Pursuant to  this  proposal,
the  Office  of the Data Protection Registrar (which  administered
the  Data  Protection Act 1984 (the ''DPA 84'') and will,  as  the
Data  Protection Commissioner, now administer the Data  Protection
Act  1998  (the ''DPA 98'') which has replaced and superceded  the
DPA  84),  issued  the  Code  of  Practice  on  Telecommunications
Directory  Information  Covering the Fair Processing  of  Personal
Data (the ''Code of Practice'') on 21 December 1998.

In  May 1999, OFTEL published a Statement entitled ''Responses  to
the  Statement on the Provision of Directory Information  Services
and  Products.''  The Office of Telecommunications  confirmed  its
amendment  to  BT's licence, effective as at 1  January  1999,  to
allow  equal access to BT's database of subscribers provided  that
it  is  for  the purpose of providing directories or  a  directory
information  service,  regardless  of  who  actually  offers  such
products or services.


Data Protection Legislation

Pursuant to BT's licence, any person downloading BT's database  of
subscribers   must  undertake  to  comply  with  data   protection
legislation,  including DPA 98, which replaces and supersedes  the
DPA 84, and any relevant codes of practice issued by the Office of
the Data Protection Registrar.

The  first ''data protection principle'' which was set out in  the
DPA  84  required  all  personal data to be ''processed''  fairly.
''Processing,''  in  relation  to  information  or   data,   means
obtaining,  recording  or  holding  the  information  or  data  or
carrying out any operation or set of operations on the information
or   data.   The  Code  of  Practice  provides  guidance  on   the
application  of  this requirement to processing of  personal  data
held,  or  derived from, telecommunications directory services  or
products.  Specifically, the Code of Practice discusses  the  fair
processing  of  personal data based upon  the  type  of  directory
information released or made available. For example, the  Code  of
Practice  states that the information that individuals request  to
be  listed  in  a  telephone directory may not be changed  without
their  permission and directory enquiry services may only  provide
an  individual's  telephone  number  if  the  person  calling  the
directory  service  provides the name  and  home  address  of  the
individual.   Although the Code of Practice relates  primarily  to
residential  subscribers, telecommunications directory information
that  relates  to  sole  traders and partnerships  established  in
England  and Wales is likely to be considered personal  data  and,
therefore,  the  same requirements relating to  information  about
residential subscribers under the DPA 84 would apply.

The  DPA  98 maintains the requirement that personal data must  be
processed fairly.  The Data Protection Commissioner considers that
the  processing of personal data in breach of the Code of Practice
will be a breach of the fair processing requirement of the DPA 98.

The   Data  Protection  Commissioner  interprets  the  first  data
protection  principle in both the DPA 84 and the DPA  98  to  mean
that  personal data should not be processed in a particular manner
if  it was not obvious, or actually pointed out, to the individual
concerned,  when he or she provided the data, that they  might  be
processed  in  that  manner, unless the individual  concerned  has
subsequently  consented to the processing.   The  Data  Protection
Tribunal has supported this interpretation in a number of cases.

The DPA 98 supplements the first data protection principle with an
explicit requirement to provide information to the individuals  to
whom  personal data relate - specifically, information  about  the
identity  of  the person controlling their data, the purposes  for
which  the  data  is used and any other information  necessary  to
ensure  that the processing is fair. This requirement  will  arise
even where the data are not collected directly from the individual
concerned.  There  will be an exception to the  requirement  where
providing the information would involve a disproportionate effort,
but the circumstances in which providing the information would  be
deemed  to  involve a disproportionate effort are not  yet  clear.
Transitional  relief provisions provided in the DPA  98  have  now
expired.

Breach  of  the first data protection principle is not a  criminal
offence. The Data Protection Commissioner may, however, respond to
a breach by serving an enforcement notice, which requires the data
user to take steps to remedy the breach.  Breach of an enforcement
notice  is  a criminal offence. The DPA 98 introduces a new  right
for individuals to claim compensation if they suffer damage or, in
certain  circumstances, distress as a result of a  breach  of  the
requirements  of  the DPA 98, including the first data  protection
principle,  which includes the requirement to provide  information
to individuals.


Implementation in the United Kingdom of Directive Concerning  Data
Protection in the Telecommunications Sector

The  Telecommunications  (Data  Protection  and  Privacy)  (Direct
Marketing) Regulations 1998 (the ''1998 Regulations'')  came  into
force  on  1 May 1999, and implemented Directive 97/66/EC  of  the
European Parliament and of the Council of the European Union of 15
December  1997,  concerning the processing of  personal  data  and
protection of data privacy in the telecommunications sector.   The
directive and 1998 Regulations apply to the processing of personal
data  in  connection  with  the provision  of  publicly  available
telecommunications services, including unsolicited  communications
for    direct    marketing   purposes   through   the    use    of
telecommunications services.  With effect from 16 August 1999, the
1998  Regulations were slightly modified by the Telecommunications
(Data   Protection  and  Privacy)  Regulations  1999  (the  ''1999
Regulations'').  The 1998 Regulations were replaced  by  the  1999
Regulations  on 1 March 2000. The regime established by  the  1999
Regulations is substantially identical to that established by  the
1998 Regulations.

The  1999 Regulations distinguish between individual and corporate
subscribers    to   telecommunications   services.    ''Individual
subscribers''  include  sole traders who are  individuals  trading
under their own name or under a business name, whose businesses do
not  have a legal personality distinct from that of the individual
concerned.  ''Individual subscribers'' also  include  partnerships
established  in  England  and  Wales.   ''Corporate  subscribers''
include companies organised under the Companies Act 1985, Scottish
partnerships and other corporate bodies.

The  1999  Regulations  differentiate between  unsolicited  direct
marketing  telephone calls and direct marketing  faxes.   ''Direct
marketing''   is   defined  in  the  1999   Regulations   as   the
communication  of  any  advertising or  marketing  material  on  a
particular  line.   Pursuant to the 1999  Regulations,  individual
subscribers  and  not  corporate subscribers  have  the  right  to
indicate  that they do not wish to receive direct marketing  phone
calls. In addition, direct marketing faxes are not permitted to be
sent  to individual subscribers unless the subscribers have  given
their  prior  consent.  Corporate subscribers have  the  right  to
indicate  that  they  do  not wish to receive  unsolicited  direct
marketing  faxes.  In addition, publishers of  publicly  available
directories  are  required  to exclude  an  entry  relating  to  a
particular  number if either an individual or corporate subscriber
requests omission of its entry.

EU Directive 2002/58/EC on the processing of personal data and
the protection of privacy in e-communications was approved on 12
July 2002 by the European Parliament.  The Directive, which
replaces Directive 97/66/EC (referred to above), applies to the
processing of personal data in e-communications services via
public networks in the EU.  It provides that national authorities
may only lift the protection of data privacy in order to conduct
criminal investigations or safeguard national or public security,
where this is a "necessary, appropriate and proportionate
measure".  Subscribers must be informed before they are included
in any printed or electronic directories.  The sending of
unsolicited e-mail is only allowed if the user has given prior
permission before receiving unsolicited e-mail.  However there is
a limited exemption where a business obtains e-mail addresses
from its customers in the context of a sale of a product or
service to those customers.  The Directive says that users should
receive clear and comprehensive information about "cookies"
(electronic tracking devices) in advance, enabling them to refuse
them.  Member states are required to implement the Directive by
31 October 2003 and the Directive is to be reviewed within the
following three years.


(C)
       ORGANISATIONAL STRUCTURE


The following is a chart describing the organisation of the Thomson
group  at  31  December 2002.  The Thomson group's ultimate  parent
company is Pirelli SpA.



                       TDL INFOMEDIA LIMITED
                   (SEAT Pagine Gialle SpA (99.7%))
                       (Management (0.3%) (1))



                    TDL Infomedia Finance Limited



                       TDL Infomedia Holdings plc
                     (Senior Discount Notes Issuer)



                       TDL Infomedia Group plc
                   (Senior Subordinated Notes Issuer)



                         TDL Group Limited



                        Thomson Directories
                              Limited



(1)     "Management" refers to the direct and indirect ownership by
  officers,  directors  (and members of their  immediate  families)
  and employees of the Thomson group.

(2)     Unless  otherwise  stated all shareholdings  are  100%  and
  direct.

(3)     Unless otherwise stated all companies in the Thomson  group
  are incorporated in Great Britain.


(D)  PROPERTY, PLANTS AND EQUIPMENT

In  January  2001  we purchased Thomson House in Farnborough,  our
national headquarters and largest property, covering approximately
71,500 sq. ft.

At  31  December  2002  we  also  occupied  a  further  14  leased
properties  located  throughout the United Kingdom.  These  leased
properties house our regional sales offices and warehouse and vary
in  size from 900 sq. ft. to 8,000 sq. ft.  These properties  have
leases  expiring at various dates between 2003 and 2014.  Each  of
the  properties  is insured in accordance with the  terms  of  the
relevant leases.



ITEM 5 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

(A)  OPERATING RESULTS

On 1 August 2000, the Group was indirectly acquired by SEAT Pagine
Gialle  SpA,  as  described on page 9. With  the  exception  of  a
reduction in the estimated useful life of goodwill from  20  years
to  15 years following a review thereof by the directors after the
acquisition of the Group by SEAT Pagine Gialle SpA, the change  in
control  did not have a significant impact on the Group's  results
for the year ended 31 December 2000.

Results of Operations

The  following  table summarises our historical results  and  cash
flows  for  the years ended 31 December 2000, 2001 and 2002.   The
data is derived, without adjustment, from the audited consolidated
accounts of TDL Infomedia Holdings plc included elsewhere in  this
report.


                                         Year Ended
                                        31 December
                                          (GBP'000)
 Operating results                  2000   		2001   		2002

 Turnover                           92,014  	93,137  	96,945
 Cost of sales                     (39,222)    (40,052)    (39,576)
 Gross profit                       52,792  	53,085  	57,369
 Operating costs                   (44,039)    (41,924)    (43,535)
 Operating profit                    8,753 	 	11,161  	13,834
 Operating loss from joint venture  (2,931)       (636)          -
 Net interest expense              (21,455)    (18,568)    (24,298)
 Loss   on   ordinary   activities
 before taxation                   (15,633)  	(8,043)    (10,464)
 Taxation                           (1,002) 	(2,205)     (1,328)
 Loss on ordinary activities after
 taxation                          (16,635)    (10,248)    (11,792)


 Cash flows

 Net cash inflow from operating
 activities                         18,509  	30,564  	28,765
 Returns on investments and
 servicing of finance              (14,098)    (11,112)  	(9,612)
 Tax paid                           (1,700)    	  (690)     (2,712)
 Capital expenditure and financial
 investments                        (1,482)    (11,546)     (1,710)
 Net  cash  received for  sale  of
 joint venture interest                  -    	   807     		 -
 Net cash inflow before financing    1,229  	 8,023  	14,731
 Net cash outflow for financing     (4,521)    (14,579)    (14,912)
 Increase in term deposits           3,616           -           -
 Increase/(decrease) in cash          324  		(6,556)  	  (181)


Critical Accounting Policies

We  prepare  our consolidated financial statements in  conformity
with  accounting  principles generally  accepted  in  the  United
Kingdom,   which   differ  from  generally  accepted   accounting
principles  in  the  United States. Note 31 of  the  consolidated
financial  statements discusses the differences between  UK  GAAP
and  US GAAP. Our significant accounting policies are more  fully
described  in  Note  1 to our consolidated financial  statements.
However,  certain  of  our accounting policies  are  particularly
important to the portrayal of our financial position and  results
of operations and require the application of significant judgment
by management; as a result they are subject to an inherent degree
of  uncertainty. In applying those policies, management uses  its
judgment to determine the appropriate assumptions to be  used  in
the determination of certain estimates. Those estimates are based
on  our  historical experience, terms of existing contracts,  our
observance of trends in the industry, information provided by our
customers  and information available from other outside  sources,
as appropriate. Our significant accounting policies include:

Revenue Recognition

We  recognise revenues from the sale of advertisements  placed  in
each  paper  directory when the completed directory is distributed
to  households  and businesses in the respective  regions.   Costs
directly  related to sales, production, printing and  distribution
of  each directory are recorded initially as work in progress  and
then matched against related revenues upon distribution.

With  effect  from  1  September  2000  our  Internet  advertising
arrangement  changed  and  we now recognise  Internet  advertising
revenues  evenly  over  the  12 month period  of  the  advertising
contract. Previously we recognised Internet advertising commission
revenues  in full on publication of the Internet advertisement  in
the  same  way  as paper directory revenues.  This change  in  the
timing of Internet revenue recognition arose following a change in
the  nature  of the sales arrangement with TDL InfoSpace  (Europe)
Limited  and  our  customers from sales  agent  to  principal  (as
described  in Item 4(B) "Business Overview - Internet  Services").
With  effect  from  1  September 2000 incremental  costs  directly
related  to  the  sale of Internet advertisements  are  recognised
evenly over the 12 month period of the advertising contract.   All
other  operating  costs  are recognised  during  the  period  when
incurred.

Our  publication  schedule  is  adjusted  from  time  to  time  to
accommodate  changes to the length of the selling period,  changes
to  sales  staffing levels, our response to market and competitive
conditions and the introduction of new directories.  As a  result,
individual directories may be published at a different  time  each
year and may move from one quarter to another.  Both quarterly and
year-to-year  results,  therefore,  depend  on  both  timing   and
performance factors

Goodwill, Intangible and Other Long-Lived Assets

Property,  plant and equipment, goodwill, intangible and  certain
other  long-lived  assets  are  amortized   over   their   useful
lives  in  accordance with generally accepted accounting practice
in  the  United Kingdom. Useful  lives  are based on management's
estimates   of  the  period   that  the  assets  will    generate
revenue.

Intangible   assets  are  reviewed   for   impairment    whenever
events or changes in circumstances  indicate  that  the  carrying
amount  of an  asset  may  not  be recoverable.

Pension benefits

The  Group  operates  a defined benefit scheme  available  to  all
employees  with more than one year's service.  Pension  costs  are
charged  to the profit and loss account so as to spread the  costs
(as  a  level  percentage of salary) over  the  estimated  average
service lives for the employees in the scheme.

Deferred Taxes

Following  the  adoption of FRS19 during 2002, we  now  recognise
deferred  tax  assets and liabilities based  on  the  differences
between  the  financial statement carrying amounts  and  the  tax
bases  of  assets  and  liabilities.  Deferred  tax  assets   are
recognised only to the extent that the directors consider that it
is  more  likely  than  not that there will be  suitable  taxable
profits  from which the future reversal of the underlying  timing
differences can be deducted. In 2002 no deferred tax assets  have
been recognised in the balance sheet as they are not expected  to
reverse  in the foreseeable future. Should we generate sufficient
future  taxable income, or if there is a material change  in  the
actual  effective  tax  rates or time  period  within  which  the
underlying temporary differences become taxable or deductible, we
may be able to realise such deferred tax assets in the future  in
excess of the net recorded amount. Such an adjustment to deferred
tax  assets would increase income in the period the determination
was made.

Allowance for Doubtful Accounts

The  Group  evaluates  the collectibility of accounts  receivable
based  on numerous factors,  including past transaction   history
with  customers  and  their credit worthiness.   Initially,   the
Group  estimates  an  allowance  for  doubtful  accounts   as   a
percentage   of   net  sales  based  on  historical    bad   debt
experience. This estimate is periodically adjusted when the Group
becomes   aware of a specific customer's inability  to  meet  its
financial obligations (e.g. bankruptcy, etc.), or as a result  of
changes in the overall ageing of accounts receivable.  While  the
Group  has  a  large  customer base  our  advertising  sales  are
concentrated in the South East regions of the United Kingdom.  If
there was a an economic downturn in the South East regions of the
United  Kingdom  or  the other local communities  we  serve,  our
ability to collect amounts due to us may be adversely affected.

Turnover

Turnover  increased by 1.2% from GBP92.0 million in  2000  to  GBP93.1
million in 2001 and by 4.1% to GBP96.9 million in 2002.  During this
period print directory revenues (before discounts) increased  from
GBP86.3  million  in  2000 to GBP86.9 million in  2001  and  to  GBP89.4
million in 2002.

The  increase in revenues from paper directories during 2001, from
GBP86.3 million in 2000 to GBP86.9 million, reflected the increase  in
the  average value of print directory accounts ("AVAs") from  GBP966
in  2000  to  GBP975  in  2001.   The directory  customer  base  was
relatively static at 88,839 in 2001, compared to 88,900 in 2000.

Revenues  from paper directories increased from GBP86.9  million  in
2001  to  GBP89.4  million in 2002 as a result of a 4.5%  growth  in
customer  numbers  from  88,839 in 2001 to  92,825  in  2002.  The
increase in the number of customers was driven by various  pricing
and  other  account  growth initiatives during 2002.  The  average
value of print directory accounts ("AVAs") decreased from GBP975  in
2001  to  GBP960  in  2002 partly as a result of these  initiatives.
Return  on base, which represents the revenues generated from  our
previous  year's customers as a percentage of the  total  revenues
generated in the previous year, has increased steadily from  80.2%
in 2000 to 81.6% in 2001 and to 85.3% in 2002.

Published  Internet advertising sales (before discounts)  declined
from  GBP4.6  million in 2000 to GBP4.4 million in 2001  and  to  GBP4.3
million  in  2002.  The decrease in published Internet advertising
revenues  in 2001 reflected a decrease in the number of  customers
during  the  period,  from 21% of directory  customers  purchasing
Internet  advertisements  in 2000 to  20%  in  2001.   This  trend
reversed  during 2002, with 25% of directory customers  purchasing
Internet  advertising in 2002, albeit at lower  prices.  Following
the  change in the Internet advertising arrangement on 1 September
2000 (described above) Internet advertising revenues recognised in
the accounts amounted to GBP3.5 million in 2001 and GBP4.5 million  in
2002.

Business  Information  revenues  (before  discounts)  have   grown
rapidly during the last two years, increasing from GBP5.7 million in
2000  to GBP6.2 million in 2001 and to GBP6.9 million in 2002.   These
increases have been driven primarily by wholesale customer account
growth, coupled with continued growth in retail product sales.
Cost of Sales

Our  principal  costs  in this category are  direct  sales  costs,
production, paper and printing. At the individual directory level,
production,  paper  and printing costs are largely  fixed  for  an
established  circulation.  Gross margins decreased from  57.4%  in
2000  to  57.0%  in  2001 primarily as a result of  the  increased
production  costs associated with the introduction of full  colour
advertising  in 39 of our directories in 2000. Gross margins  have
since  improved, from 57.0% in 2001 to 59.2% in 2002, as a  result
of  print  and paper cost savings achieved under the new contracts
entered into on 1 January 2002.

Direct sales expense correlates closely with the size of our sales
force. Our ability to complete selling in each directory within  a
prescribed   time  frame  depends  on  sales  staff   levels   and
productivity.   The size of our direct sales force  has  decreased
gradually  from  477 in 2000 to 463 in 2001 and to  449  in  2002.
Despite  the  headcount  reduction in 2001 direct  sales  expenses
increased  slightly from 25.9% of turnover in  2000  to  26.3%  of
turnover  in  2001  following  a  restructuring  of  sales   staff
remuneration  packages  during 2001. Direct  sales  expenses  have
since  decreased,  from 26.3% of turnover  in  2001  to  25.0%  of
turnover  in 2002, as a result of the further reduction  in  sales
staff levels during 2002.

Operating Costs

Our    operating   costs   include   advertising,   general    and
administrative  expenses, distribution costs,  office  costs,  bad
debts  and  customer  credits  and depreciation  and  amortisation
charges.   The decrease in operating costs from GBP44.0  million  in
2000  to  GBP41.9 million in 2001 reflects accommodation savings  of
approximately GBP1.0 million per annum following the acquisition  of
Thomson  House in January 2001 and the release of a  GBP1.0  million
onerous property provision raised in 2000.

The  increase  in operating costs from GBP41.9 million  in  2001  to
GBP43.5 million in 2002 primarily reflects the impact of the release
of the GBP1.0 million onerous lease provision during 2001 as well as
the  costs  incurred during 2002 to develop our new online  search
engine, WebFinder.com, which was launched in January 2003.

Consequently,  as  a percentage of turnover, our  operating  costs
decreased  from  47.9% in 2000 to 45.0% in 2001 and  to  44.9%  in
2002.

Operating Loss from Joint Venture

In  February  1999,  we established a Belgian joint  venture,  TDL
Belgium  S.A.,  with  Deficom S.A., a local investor,  to  provide
printed and Internet directories in Belgium.  At that time, we and
Deficom S.A. each held a 47% direct interest in TDL Belgium  S.A.,
with the remainder to be transferred to its management team.

On  30 March 2001 the Group sold its investment in, and loans  to,
TDL Belgium S.A. to a newly formed company, TDL Investments BV,  a
wholly  owned  subsidiary of TDL Infomedia Limited, the  company's
ultimate U.K. parent company.  The investment and loans were  sold
for  GBP4.1 million, the value of the net investment including loans
and  our  portion  of the joint venture's losses  since  inception
reflected in the Group's accounts on that date.

The  Group's share of the joint venture's operating losses (before
interest and taxation) during 2001 up to the date of sale totalled
GBP0.6 million (2000: losses of GBP2.9 million).

Net Interest Expense

The  decrease  in the net interest expense from GBP21.5  million  in
2000 to GBP18.6 million in 2001 reflects the reduction in borrowings
during the period and the reduced interest rates incurred on  bank
borrowings following the refinancing thereof in December 2000.

The  increase  in the net interest expense from GBP18.6  million  in
2001  to GBP24.3 million in 2002 primarily reflects the premium paid
on  the  repurchase  of 86.2% of the outstanding  Senior  Discount
Notes during 2002.


Net Income and Shareholders' Equity Determined Under U.S. GAAP

You  should  read  the  notes to the audited financial  statements
included  elsewhere  in  this  report  for  a  discussion  of  the
differences between U.K. GAAP and U.S. GAAP as well as net  income
and  shareholders equity determined under U.S. GAAP. Some  of  the
differences include:

  - Capitalisation  and amortisation of goodwill  and  identifiable
    intangibles acquired in connection with business combinations;

  - Deferral  of  sales  costs related to directories  in  progress
    (see below);

  - Basis  of  calculation  and recognition of  cost  of  providing
    pension benefits; and

  - Treatment  of  deferred consideration payable  by  SEAT  Pagine
    Gialle S.p.A.

As  stated  on page 22, costs directly related to sales and  other
related  overheads are initially recorded as work in progress  and
deferred, along with the related deferred revenue.  Upon delivery,
the  deferred revenue and deferred costs are then both recognised.
Under U.K. GAAP, such costs are deferred and recorded as inventory
to  the  extent the expenditures are incurred in the normal course
of  business  to  bring  the product or  service  to  its  present
location  and  condition.   Previously, this  treatment  was  also
acceptable  under  U.S.  GAAP and widely  used  in  the  telephone
directory  publishing  industry.  However, in  December  1999  the
Securities  and Exchange Commission ("SEC") in the  United  States
issued  Staff  Accounting Bulletin No 101 "Revenue Recognition  in
Financial  Statements" ("SAB 101"). Among other  things,  SAB  101
summarised the SEC staff's view related to the deferral  of  costs
associated with deferred revenue.  Implementation of SAB  101,  as
amended  by  SAB  101a and 101b, was required no  later  than  the
Group's fourth fiscal quarter in 2000.  After giving consideration
to  guidance  provided by SAB 101 (and subsequent interpretations)
the  Group  changed its accounting for the deferral of  sales  and
other  related  overheads for U.S. reporting purposes  to  include
only  the  incremental direct costs associated  with  selling  and
creating the directories.  Accordingly, the Group recorded a  one-
time after-tax charge of GBP3,580,000, GBP(0.09) per share, during the
year  ended 31 December 2000 to reflect the cumulative  effect  of
the  adoption of SAB 101.  The Group's revenue recognition  policy
is  in line with the guidance provided by SAB 101 and accordingly,
the  adoption of SAB 101 had no impact on the Group's  revenue  as
reported under U.S. GAAP.

Other  than the differences related to goodwill expense,  deferred
consideration and the charge related to the cumulative  effect  of
adopting  SAB  101,  the discussion on our Operating  Results  and
Liquidity  and Capital Resources is substantially the  same  under
U.K. GAAP as it is under U.S. GAAP.


Common European Currency

The single European currency known as the euro came into existence
on  1  January 1999, but the United Kingdom is not one of  the  12
European   Union  Member  States  currently  participating.    Our
turnover  currency consists of sales primarily made in the  United
Kingdom  and  is not directly affected by the change of  currency.
Although  no  decision has been made as to when, or even  if,  the
United Kingdom will participate in the single European currency we
believe   that  our  commercial  operations  can  be  adapted   to
accommodate  the  euro without a material adverse  effect  on  our
operations.


Effect of Inflation

Because  of  the relatively low level of inflation experienced  in
the  U.K., inflation did not have a material impact on the results
of operations for the periods presented.

(B)
       LIQUIDITY AND CAPITAL RESOURCES

Cash flow and funding

Our  principal  source  of liquidity is cash  flow  generated  from
operations.   In  addition we have access to  (i)  a  Multicurrency
Facility with Telecom Italia Finance S.A. (formerly Sogerim  S.A.),
a subsidiary of Telecom Italia S.p.A., which had an undrawn balance
at  31  December  2002 of GBP15.5 million, (ii) a facility  Agreement
with Telecom Italia Finance S.A. which had an undrawn balance at 31
December  2002  of  GBP13.1  million  and (iii)  an  unutilised  GBP3.0
million revolving credit facility with our bankers.

Cash generated by operating activities amounted to GBP18.5 million in
2000, GBP30.6 million in 2001 and GBP28.8 million in 2002.

The  increase in cash generated by operating activities from  GBP18.5
million  in 2000 to GBP30.6 million in 2001 reflects the increase  in
Group  operating  profits  (before depreciation,  amortisation  and
share  of joint venture losses) from GBP23.0 million in 2000 to GBP27.6
million  in 2001, the proceeds received on the sale of our  Belgian
joint venture of GBP4.1 million and the reduction in funding provided
to the joint venture prior to the date of sale.

Despite   an   increase   in   Group  operating   profits   (before
depreciation, amortisation and share of joint venture losses)  from
GBP27.6  million in 2001 to GBP30.4 million in 2002, cash generated  by
operating activities during 2002 was lower, at GBP28.8 million,  than
the  GBP30.6  million generated in 2001 which included  the  proceeds
received on the sale of our Belgian joint venture.

Cash was used to pay taxes of GBP1.7 million in 2000, GBP0.7 million in
2001 and GBP2.7 million in 2002 and net interest of GBP14.1 million  in
2000,   GBP11.1  million  in  2001 and GBP9.6  million  in  2002.   The
reduction  in  net interest paid in 2001 reflects the reduction  in
borrowings  during  the  period  and  the  reduced  interest  rates
incurred  on bank borrowings following the refinancing thereof  (as
described  below).  The  decrease in  net  interest  paid  in  2002
reflects  the  impact  of the repurchase of 86.2%  of  the  Group's
outstanding 15.5% Senior Discount Notes during 2002.

Cash  outflows in connection with capital expenditure and financial
instruments amounted to GBP1.5 million in 2000, GBP11.6 million in 2001
and  GBP1.7  million  in  2002  The increase  in  2001  reflects  the
purchase of our corporate head office in Farnborough, Hampshire, in
January  2001 for GBP9.5 million.  We anticipate capital  expenditure
of approximately GBP2.0 million in 2003.

Borrowings

The  1999  Acquisition resulted in cash outflows of GBP140.1  million
for the acquisition of shares, GBP66.9 million to repay borrowings as
well  as  outflows  in  connection with costs associated  with  the
raising of debt. These debt raising costs amounted to GBP11.8 million
within  TDL Infomedia Holdings plc and to GBP10.0 million within  TDL
Infomedia  Group plc. At the TDL Infomedia Holdings plc  level  the
acquisition  was  funded  through an equity  investment  (including
capital  contribution) of GBP68.3 million, a share for share exchange
valued  at GBP11.4 million and borrowings of GBP150.0 million.  At  the
TDL  Infomedia  Group  plc level the equity  investment  (including
capital contribution) amounted to GBP91.1 million with borrowings  of
GBP125.0  million. The Group borrowings consisted of: (1)  borrowings
by  TDL  Infomedia Group plc of GBP55.0 million under a GBP65.0 million
senior  credit facility, (2) borrowings by TDL Infomedia Group  plc
of  GBP70.0  million  under a senior subordinated financing  facility
which  has  been  refinanced by the issue  of  GBP70,000,000  12.125%
Senior  Subordinated  Notes  due 2009 and  (3)  borrowings  by  TDL
Infomedia  Holdings plc of GBP25.0 million under  a  senior  discount
financing  facility which has been refinanced by the  issue  of  US
$87,360,000  15.5% Senior Discount Notes due 2010  at  a  price  of
47.366%.

Following  the  change of control of the Group on 1 August  2000  a
tender  offer  was  made  to  acquire all  the  outstanding  Senior
Subordinated  and  Senior Discount Notes at 101% of  the  principal
amounts  outstanding.  Acceptances were received  from  holders  of
GBP2,250,000  of the Senior Subordinated Notes.  No acceptances  were
received from holders of the Senior Discount Notes.  At 31 December
2002,   GBP67,750,000  of  the  Senior  Subordinated  Notes  remained
outstanding.
During  2002,  TDL Infomedia Holdings plc accepted four  offers  to
repurchase a portion of its outstanding US$87,360,000 15.5%  Senior
Discount  Notes ("the Notes").  The repurchases were  completed  as
follows:

  -     On 14 August the Company completed the repurchase of US$10.0
     million in aggregate principal amount at maturity of the Notes;

  -      On  18  September the Company completed the  repurchase  of
     US$12.2 million in aggregate principal amount at maturity of the
     Notes;

  -      On  8  October  the  Company completed  the  repurchase  of
     US$15.21 million in aggregate principal amount at maturity of the
     Notes; and

  -      On  16  December  the Company completed the  repurchase  of
     US$37.89 million in aggregate principal amount at maturity of the
     Notes.

All  repurchased  Notes have been cancelled. As  a  result  of  the
aforementioned  repurchases,  the  aggregate  principal  amount  at
maturity  of  the  Notes  outstanding  at  31  December  2002   was
US$12,060,000.

All  of  the  above repurchases were financed by the GBP55.0  million
Facility  Agreement  dated 12 August 2002  with  Sogerim  S.A  (now
Telecom  Italia Finance S.A.), a subsidiary of Telecom Italia.  The
loan  bears  interest at an effective rate of  255  bps  above  the
relevant  period  Interest Rate Swap and is  repayable  in  October
2010.

The  senior  debt of GBP55.0 million raised at the time of  the  1999
Acquisition  was refinanced on 29 December 2000 under  a  one  year
syndicated  revolving  credit facility  of  GBP65.0  million  bearing
interest at an effective rate of LIBOR plus 1.10%.

On  14  December 2001 the Thomson group entered into  a  new  GBP65.0
million  Multicurrency Facility agreement with  Sogerim  S.A.  (now
Telecom Italia Finance S.A.), a subsidiary of Telecom Italia S.p.A.
This  facility  bore interest at an effective rate of LIBOR/EURIBOR
plus 1.375%.

On 10 September 2002 this facility was refinanced by a new one year
GBP55.0  million Multicurrency Facility Agreement with  Sogerim  S.A.
(now  Telecom Italia Finance S.A.). The new facility bears interest
at  an  effective rate of LIBOR/EURIBOR plus 1.625% p.a.  As at  31
December 2002, the Thomson group had drawn GBP39.5 million under this
facility,  of  which  GBP25.5 million had  been  drawn  down  by  TDL
Infomedia  Holdings plc and its subsidiaries.  The undrawn  balance
under  this  facility  of  GBP15.5 million on  31  December  2002  is
considered  by  the  Group  to be sufficient  for  present  working
capital  requirements.  The directors believe they will be able  to
refinance  this facility when it becomes repayable, on the  earlier
of  a  change of control or 10 September 2003 (see Item 3(D)  "Risk
Factors").

Contractual Obligations and Commercial Commitments

The  following  table sets forth the aggregate  maturities  of  the
Group's  debt and operating leases and other long term  obligations
for the five years subsequent to 31 December 2002.

                 2003     2004    2005    2006    2007   Thereafter   Total
               GBP'000  GBP'000  GBP'000 GBP'000 GBP'000  GBP'000    GBP'000

Borrowings       25,500      -       -       -       -   115,364  	 140,864
Operating lease
obligations       2,269  1,774   1,048     369     137       238  	   5,835
Unconditional
purchase
commitments       5,513      -       -       -       -         -       5,513

                 33,282  1,774   1,048     369     137   115,602  	 152,212



(C)
       RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

We  continually  seek to introduce new products  and  features  in
order  to create incentives for our customers to renew their prior
year's advertising subscription and increase their expenditure  on
our  products.   We  typically roll out these product  innovations
over  two  to three years to the majority of our directories.   In
1998  we  rolled  out White Knock-out, a feature  which  allows  a
customer's  advertisement to stand out  from  its  competitors  by
printing the advertisement against a white backdrop.  In  1999  we
launched yellow highlighted advertisements and double column  unit
advertisements   as   compared   to   standard    single    column
advertisements. In 2000 we launched colour advertisements  in  the
classified section of 39 directories.  The roll-out of such colour
advertisements was extended across a further seven directories  in
2002 and we intend to roll it out across eight more directories in
2003.

In  December  2002 we published a new directory of web  addresses,
WebFinder, which has been distributed throughout Central London.


(D)  TREND INFORMATION

During  2002 we grew our print advertising customer base by  4.5%,
from 88,839 to 92,825. Our Internet advertising customer base also
increased  during  2002,  with  approximately  25%  of  our  print
advertiser customer base purchasing Internet advertising in  2002,
compared  to  20%  in 2001 (as discussed in Item  5(A)  "Operating
Results").  While  we  expect to be  able  to  continue  to  drive
customer  account growth across all areas of our  business  during
2003,   the  Company  operates  in a competitive  market  and  the
actions  of  competitors  may impact our ability  to  continue  to
attract and retain new customers. We are not yet fully aware,  for
example,  of  the  impact  that  BT's  re-entry  into  the   print
classified directories market, announced in August 2002, will have
on our business.


ITEM 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

(A)  DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth information about the directors of
TDL Infomedia Holdings plc, the executive officers of TDL Group
Limited and Thomson Directories Limited and other members of
senior management of Thomson Directories Limited who served
during 2002.

Name                      Age                Position
Executive and Non-Executive
Directors of TDL Infomedia Holdings plc:

Gary List* (1)             51   Executive Director of TDL
                                Infomedia Group plc and Chief
                                Executive of Thomson Directories
                                Limited
Linda Pancratz* (1)        47   Executive Director of TDL
                                Infomedia Holdings plc and Chief
                                Executive of Thomson Directories
                                Limited
Kevin Watson*              37   Executive Director of TDL
                                Infomedia Holdings plc and
                                Director, Finance of Thomson
                                Directories Limited
Marco Sala*                44   Non Executive Director of TDL
                                Infomedia Holdings plc
Paolo Giuri (2)            40   Non Executive Director of TDL
                                Infomedia Holdings plc
Francesco Nigri*           42   Non Executive Director of TDL
                                Infomedia Holdings plc

 *   Also  a director of TDL Infomedia Limited and TDL Infomedia
Finance Limited.

(1)   Gary  List  retired on 1 February 2002. Linda  Pancratz  was
  appointed  Chief Executive of Thomson Directories  Limited  with
  effect from 1 February 2002.
(2)  Marco Sala resigned on 24 February 2003.


Name                      Age                Position
Other Members of Senior
Management:

Douglas Bisset             51    Regional Sales and Customer
                                 Relations Director of Thomson
                                 Directories Limited
Sheila Fleming             42    Regional Sales Director of
                                 Thomson Directories Limited
Richard Staunton           37    Regional Sales Director of
                                 Thomson Directories Limited
Kendall Gordon             45    Marketing and Strategic
                                 Development Director of Thomson
                                 Directories Limited
Andrew Hopson              38    Management Information Services
                                 and Publishing Director of
                                 Thomson Directories Limited
Laurence O'Toole           33    Business Information and New
                                 Media Director of Thomson
                                 Directories Limited
Paolo Ferrari              34    Operations Director of Thomson
                                 Directories Limited


Gary  List  was the Chief Executive Officer of Thomson Directories
Limited  from  June 1997 until his retirement on 1 February  2002.
He was also a director of TDL Belgium S.A. until his retirement on
1  February 2002.  Prior to June 1997, Mr. List held a variety  of
executive  positions  with  U  S  WEST,  including  President   of
International Information Services, Managing Director  of  Thomson
Directories  Limited  and Chief Financial  Officer  of  U  S  WEST
Marketing Resources Group.  Prior to joining U S WEST in 1987, Mr.
List  was Vice President and Controller at Burger King Corporation
and  worked nine years at Price Waterhouse.  He received a Masters
Degree   in   Business  Administration  from  the  University   of
Pittsburgh  and a Bachelor of Arts Degree in Natural Science  from
St. John's University.

Linda   Pancratz   was  appointed  Chief  Executive   of   Thomson
Directories Limited on 1 February 2002.  Prior to that Ms Pancratz
was  the  Chief  Operating Officer of Thomson Directories  Limited
from  1997  until  2002.  Ms Pancratz joined the  Group  as  Sales
Director  in  1995.  From  1986 through  1995,  she  held  several
executive  positions with U S WEST, including  Vice  President  of
Sales  and  Services of the Business and Government Service  Unit,
Vice  President of Small Business Services of the Northern Region,
Vice President of Mass Markets Service Delivery and Vice President
of  Market  Services Organisation. Prior to joining U S  WEST,  Ms
Pancratz  worked for nine years with Northwestern  Bell  Telephone
Company   in   a  variety  of  marketing,  sales  management   and
operational positions.  She received a Bachelor of Science  Degree
in  Business  Administration from the University of North  Dakota,
graduating  with  honours.  Ms. Pancratz  also  attended  Stanford
University   and  Northwestern  University  where  she   completed
Executive  Management Programs. Ms Pancratz is also a director  of
Mobile Commerce Limited and Eurodit SA.

Kevin  Watson has been the Finance Director of Thomson Directories
Limited  since  1998.  Mr. Watson joined TDL  Group  Limited  from
Dairy  Crest  Group  plc in February 1998  where  he  was  Finance
Director of the logistics division.  Prior to this appointment, he
had  been  recruited to manage the 1996 flotation of  Dairy  Crest
Group  plc  on the London Stock Exchange.  Prior to joining  Dairy
Crest Group plc, Mr. Watson worked for five years in the Corporate
Finance  Department of Coopers & Lybrand.  He became a  member  of
the  Institute of Chartered Accountants in England  and  Wales  in
1989  and graduated from Bristol University with an Economics  and
Accountancy Degree in 1986.

Marco Sala was appointed Director of TDL Infomedia Holdings plc on
9   April  2002.   Mr  Sala  was  the  managing  director  of  the
Directories business of SEAT Pagine Gialle SpA from until  January
2003  when  he  left to become managing director of  Buffeti  SpA.
Prior to that, Mr Sala worked for Magneti Marelli, a subsidiary of
the  Fiat Group, as Head of the Board for co-ordinating e-business
initiatives. Mr Sala graduated in 1985 with a degree  in  Business
and  Economics. Mr Sala resigned from the Company's  board  on  24
February 2003.

Paolo  Giuri was appointed Director of TDL Infomedia Holdings  plc
on 9 April 2002.  He is also a director of NetCreations Inc., Icom
Inc.,  Consodata SA, Consodata Solutions and BCA Finance. Mr Giuri
has  been the M&A Manager of SEAT Pagine Gialle SpA since  joining
the  company in March 2000. Mr Giuri joined SEAT Pagine Gialle SpA
from  UNIM  SpA, where he was Strategic Planning and  Acquisitions
Manager.  Mr Giuri graduated from Sienna University with a  degree
in Economics and Banking in 1991.

Francesco  Nigri was appointed Director of TDL Infomedia  Holdings
plc  on  9 April 2002.  He is also a director of Euredit SA,  Esri
Italia  SpA  and Eurodirectory SA. Mr Nigri has been  a  Corporate
Controller of SEAT Pagine Gialle SpA since joining the company  in
January  2001.  Mr Nigri graduated from Turin University  in  1987
with a degree in Economics.

Douglas Bisset was appointed Regional Sales and Customer Relations
Director of Thomson Directories Limited on 1 February 2002.  Prior
to   that  Mr  Bisset  was  Regional  Sales  Director  of  Thomson
Directories  Limited from July 1997 to 2002.   Mr.  Bisset  joined
Thomson  Directories in 1987 from Top Frost International  Limited
as  a  National Account Executive and was appointed General  Sales
Manager in 1995.

Sheila  Fleming was appointed Regional Sales Director  of  Thomson
Directories  Limited in August 2000.  Ms. Fleming  joined  Thomson
Directories as a tele-sales rep in June 1985.

Richard  Staunton was appointed Regional Sales Director of Thomson
Directories  Limited  in  March 2001. Mr Staunton  joined  Thomson
Directories in 2001 from Croner CCH as Director - Group Sales  and
Marketing.   Previously he was President of  Spafax  Media  (North
America) and General Manager of The Media Hub.

Kendall  Gordon was appointed Marketing and Strategic  Development
Director of Thomson Directories Limited on 1 February 2002.  Prior
to  that  Mr  Gordon was Marketing Director of Thomson Directories
Limited  from  September  1999 to 2002.   Mr.  Gordon  joined  the
company  as Marketing Manager in 1989. Previously he was  employed
as  Marketing Manager, Consumer Products by Bayer plc.   Prior  to
joining  Bayer  plc in 1984, Mr. Gordon was Marketing  Manager  at
Mills and Bonn Ltd.  Mr. Gordon received a Bachelor of Arts Degree
(with honours) in Economics and Politics from Warwick University.

Andrew  Hopson was appointed Management Information  Services  and
Publishing  Director of Thomson Directories Limited on 1  February
2002.   Prior  to  that  Mr Hopson was the Management  Information
Services  Director of Thomson Directories Limited from 1999  until
2002.   He  joined  Thomson  Directories  Limited  in  1995  as  a
Development  and  Support  Manager.  From  1992  to  1995  he  was
Information  Technology  and  Telecommunications  Manager  at  IMS
International,  which  is a division of  Dun  &  Bradstreet.   Mr.
Hopson  began  his  employment as a trainee accountant  with  Reed
International before pursuing a career in information technology.

Laurence O'Toole was appointed Business Information and New  Media
Director  of Thomson Directories Limited on 1 February  2002.   Mr
O'Toole  joined  the  company as a Marketing  Executive  in  1996.
Previously  he worked in the information technology  industry  for
Fujitsu  ICL.   Mr O'Toole graduated from Manchester  Metropolitan
University  with  a  Bachelor of Arts  Degree  (with  Honours)  in
Business Studies.

Paolo   Ferrai  was  appointed  Operations  Director  of   Thomson
Directories  Limited  on 2 December 2002. Mr  Ferrari  joined  the
Group  from  SEAT Pagine Gialle SpA. Prior to joining SEAT  Pagine
Gialle  SpA  Mr  Ferrari was Commercial and  Business  Development
director at Kataweb SpA.

Employment Agreements

Pursuant to employment agreements, Ms Pancratz is employed by  TDL
Group  Limited,  and Mr Watson is employed by Thomson  Directories
Limited.   The  agreements  with Ms Pancratz  and  Mr  Watson  are
terminable  by either party on one year's notice and contain  non-
compete  provisions that restrict them from being  involved  with,
for  the  period of their employment and for a period of one  year
thereafter, any business relating to classified directories.

(B)  COMPENSATION

The  aggregate compensation paid to all persons who served in  the
capacity of director or executive officer of TDL Group Limited and
Thomson  Directories Limited in 2002, including bonuses under  the
bonus scheme described below, was GBP0.9 million.  Pursuant to their
employment  agreements, executive officers,  directors  and  other
members  of  senior management are entitled to participate  in  an
annual  bonus  scheme pursuant to which they  can  receive  annual
bonus payments for achieving business plan targets.

As  at  31  December  2002 retirement benefits  were  accruing  in
respect  of  the  two executive directors under a defined  benefit
scheme.  Cash contributions of GBP11,556 were made under the  scheme
during 2002 (2001: Nil).

(C)  BOARD PRACTICES

TDL Infomedia Holdings plc's articles of association provide for a
minimum  of one director, other than alternate directors,  but  do
not  set  any  maximum number.  Directors may be  elected  by  the
shareholders at a general meeting or appointed by the  members  of
the board of directors of TDL Infomedia Holdings plc.

The  Company  does  not  have  a separate  audit  or  remuneration
committee, consequently the full board of directors fulfills these
functions.

(D)  EMPLOYEES

The  average  number of persons employed by the Group  during  the
period, by category was:

                                        Year ended 31 December
                                          2000    2001    2002

Sales and Marketing                       572     584     545
Production                                121     116     125
Administration                            152     156     165
                                          845     856     835

Approximately  40  employees  are  members  of  the   Supervisory,
Administrative and Technical Association (S.A.T.A.) labour  union.
The Group has a good relationship with S.A.T.A.


(E)  SHARE OWNERSHIP

None  of  the  directors and other members  of  senior  management
listed  on pages 28 and 29 beneficially own more than one  percent
of the issued share capital of TDL Infomedia Limited, the ultimate
U.K. parent company of the Group.



ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

(A)  MAJOR SHAREHOLDERS

On  1  August  2000 SEAT Pagine Gialle SpA acquired  99.6%  of  the
issued  share  capital of TDL Infomedia Limited, the ultimate  U.K.
parent  company of the Group, for an equity value of  GBP308  million
and  the  assumption of approximately GBP150 million of  debt.  Since
then  Pagine Gialle SpA have acquired a further 0.1% of the  issued
share  capital  of TDL Infomedia Limited. Participating  management
and  members of their immediate family hold the remaining  0.3%  of
the  issued share capital of TDL Infomedia Limited. The acquisition
was effected by means of a share exchange.

As  of  31 December 2002 the principal shareholders of the  share
capital  of  TDL  Infomedia  Limited, the  ultimate  U.K.  parent
company of TDL Infomedia Holdings plc, were as follows:


                       			"A"         "B"       	"C"      Percentage
                  Ordinary  Investment  Investment  Investment    of Total
				  Shares      Shares  	 Shares   	 Shares    Ordinary Shares
SEAT Pagine
 Gialle SpA (1)  13,895,706   19,088                     			  99.7%

The beneficial
 direct and indirect
 ownership of officers
 and directors and
 other members of
 senior	management
 as a group				-         -        19,088  	 19,088           0.3%

(1)   The  ultimate parent company of SEAT Pagine  Gialle  SpA  is
Pirelli SpA.

As  of  31  December  2002, there were 13,952,970  shares  in  the
capital of TDL Infomedia Limited in issue consisting of 13,895,706
Ordinary  shares  of GBP0.01 each, 19,088 "A" Investment  shares  of
GBP0.01  each, 19,088 "B" Investment shares of GBP0.01 each and 19,088
"C" Investment shares of GBP0.01 each.  In the event of a winding-up
of  TDL  Infomedia Limited the Ordinary shares rank ahead  of  the
Investment shares.  The Investment shares have equal voting rights
to  Ordinary  shares but have no dividend rights.  Investment  "A"
shares  rank  pari  passu with Investment "B" and  Investment  "C"
shares.


(B)  RELATED PARTY TRANSACTIONS

Relationships and Transactions Relating to TDL InfoSpace  (Europe)
Limited

In  July  1998, Thomson Directories Limited formed a joint venture
with  InfoSpace.com, Inc. pursuant to which TDL InfoSpace (Europe)
Limited, the joint venture vehicle, would develop Internet content
services  by acquiring Internet content, developing technology  to
enable  the  use of that content such as through data  search  and
retrieval  and developing distribution channels for  the  sale  of
that  content  and  technology.  Thomson Directories  Limited  and
InfoSpace.com,  Inc. each initially contributed  GBP300,000  to  the
joint venture. Gary List, then the Chief Executive Officer of  TDL
Group  Limited and Thomson Directories Limited, was a director  of
InfoSpace.com, Inc. from July 1998 to May 2000.

TDL  InfoSpace  (Europe) Limited holds non-exclusive  licences  of
Thomson  Directories'  database and InfoSpace.com,  Inc's  website
technology  for the purposes of developing and marketing  Internet
content services. In addition, for the period July 1998 to  August
2000,  Thomson  Directories  Limited and  TDL  InfoSpace  (Europe)
Limited  were parties to a website services agreement under  which
TDL InfoSpace (Europe) Limited hosted Thomson Directories' website
(www.thomweb.co.uk) and Thomson Directories had an exclusive sales
agency  agreement  with  TDL InfoSpace (Europe)  Limited  to  sell
enhanced classified business listings on their behalf to customers
in  the  United Kingdom.  We retained a sales commission for  this
activity and paid an annual fee to TDL InfoSpace (Europe)  Limited
for their services.

In  January 1999, Thomson Directories Limited sold its interest in
TDL  InfoSpace (Europe) Limited at cost for GBP300,000  to  TDLI.com
Limited,  a  company  owned by the principal shareholders  of  TDL
Infomedia   Limited.  At  the  time  four  directors  of   Thomson
Directories Limited, Mr GC List, Ms LM Pancratz, Mr JG Hudson  and
Mr KJ Watson were directors of TDLI.com Limited. At the time seven
directors of TDL Group Limited, Mr GC List, Ms LM Pancratz, Mr J G
Hudson,  Mr  KJ  Watson, Mr HW Battcock, Mr BR Norman  and  Mr  EA
Barton  were directors of TDLI.com Limited. On 29 January 1999  Mr
GC  List, Ms LM Pancratz, Mr KJ Watson, Mr JG Hudson, Mr BR Norman
and  Mr  HW  Battcock and their immediate families held beneficial
interest  in shares of TDL Group Limited and TDLI.com Limited.  In
addition,  Mr  HW  Battcock had an interest  in  funds  which  had
invested in TDLI.com Limited and TDL Group Limited.

In  connection  with its purchase of the joint  venture  interest,
TDLI.com  Limited  assumed some of the rights and  obligations  of
Thomson  Directories  Limited under the  agreement  governing  the
joint  venture.  However, Thomson Directories  Limited  agreed  to
guarantee  the  performance by TDLI.com  Limited  of  all  of  its
obligations under the agreement.

TDLI.com  Limited's  purchase of the joint  venture  interest  was
funded  by Thomson Directories Limited pursuant to an intercompany
funding  agreement, with interest accruing at four  per  cent  per
annum above the base rate at Barclays Bank plc.  As at 30 December
1999,  the  amount  outstanding  under  the  intercompany  funding
agreement was GBP300,000.

On 1 September 2000, InfoSpace Inc (previously InfoSpace.com Inc.)
acquired  100%  of  the issued share capital of TDLI.com  Limited.
The  amounts  owed  by  TDLI.com Limited  to  Thomson  Directories
Limited  under the intercompany funding agreement were settled  in
full  on  completion of the sale and, with the  exception  of  the
restriction  from engaging in activities that would  compete  with
TDL  InfoSpace (Europe) Limited (which remained in  effect  for  a
period of one year), Thomson Directories Limited was released from
all  obligations  and guarantees under the TDL InfoSpace  (Europe)
Limited  joint  venture  agreement.  Mr List,  Mr  Watson  and  Ms
Pancratz  resigned  as  directors  of  TDLI.com  Limited  and  TDL
InfoSpace (Europe) Limited at that time.

Thomson Directories Limited continues to licence its database on a
non-exclusive  basis to TDL InfoSpace (Europe) Limited  under  the
terms  of  a revised database licence agreement dated 1  September
2000 for the purposes of TDL InfoSpace (Europe) Limited developing
and marketing Internet content services.

On 1 September 2000 Thomson Directories Limited entered into a new
website   and  merchant  services  agreement  with  TDL  InfoSpace
(Europe) Limited pursuant to which Thomson Directories Limited has
exclusive  rights  to sell preferred listings  on  the  "InfoSpace
Network"  in  the  United Kingdom.  We pay a monthly  fee  to  TDL
InfoSpace  (Europe)  Limited based on  the  revenues  earned  from
advertisers or other third parties purchasing listing enhancements
provided under this agreement.  The agreement also sets forth  the
revenue sharing arrangements in respect of revenue generated  from
sales of banner advertisements and sponsorship.


Other Related Party Transactions and Relationships

On  30  July  1999  TDL  Infomedia  Group  plc  purchased  for   a
consideration of GBP149.7 million TDL Group Limited. Four  directors
of  TDL   Infomedia  Limited, Mr GC List, Ms LM  Pancratz,  Mr  KJ
Watson and Mr HW Battcock, were directors of TDL Group Limited  at
the  time.  Mr GC List, Ms LM Pancratz and Mr KJ Watson and  their
immediate  families held beneficial interests  in  shares  of  TDL
Group  Limited and TDL Infomedia Limited at the time. In addition,
Mr  HW Battcock had an interest in funds which had invested in TDL
Group Limited and TDL Infomedia Limited.

During 1999 and 2000 the Group loaned BEF 146 million and BEF  331
million (approximately GBP2.3 million and GBP5.0 million) respectively
to  TDL Belgium SA. Prior to the sale of thereof on 30 March 2001,
the  Group  loaned  a  further BEF100 million (approximately  GBP1.7
million) to the joint venture.  The Group sold its investment  in,
and  loans  to,  TDL  Belgium SA to a newly  formed  company,  TDL
Investments  BV,  a  wholly  owned  subsidiary  of  TDL  Infomedia
Limited.  The investment and loans were sold for GBP4.1 million, the
net  asset value reflected in the Group's accounts on the date  of
sale. The Group has no further funding obligations in this regard.
Three directors of the Company, Mr GC List, Ms LM Pancratz and  Mr
KJ  Watson were also directors of TDL Belgium SA throughout  2001.
Mr GC List retired on 1 February 2002.

Thomson Directories Limited recharges the Thomson Pension Fund the
costs  of administration and independent advisors borne by Thomson
Directories Limited. The total amount recharged in the year to  31
December 2002 was GBP25,568 (2001 : GBP22,874).

During  the  year ended 31 December 1998, TDL Group  Limited  paid
GBP22,500 in fees to 3i plc for the services of Eric Barton as a non-
executive  director. GBP18,000 of this amount related to  1998.  The
amount recharged during the period 1 January 1999 to 30 July 1999,
the date of Mr Barton's resignation was GBP10,500.

On 14 December 2001 the Group refinanced its borrowings with a new
Multicurrency  Facility agreement of GBP65.0  million  from  Sogerim
S.A.,  a Telecom Italia subsidiary.  This facility has since  been
refinanced  on  10  September 2002 with a new GBP55.0  Multicurrency
Facility  agreement  from Telecom Italia  Finance  S.A.  (formerly
Sogerim  S.A.).  On 12 August 2002 the Group also entered  into  a
GBP55.0 million Facility Agreement with Telecom Italia Finance  S.A.
to finance bond repurchases.

On  17 January 2003 the Group entered into a five year Advertising
and  Data Use Agreement with 118866 Limited, a subsidiary  of  our
parent  company SEAT Pagine Gialle S.p.A, in terms  of  which  the
Group  provides  118866 Limited advertising opportunities  in  our
printed  directories and supplies data for use in their  directory
enquiries business.



(C)  INTERESTS OF EXPERTS AND COUNSEL

Not applicable.


ITEM 8 FINANCIAL INFORMATION

(A)  CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION


The Consolidated Statements required by this Item are contained in
the Financial Statements, commencing on page F-1. See Item 18.

Legal Proceedings

We  are  not aware of any current pending or threatened litigation
or  disputed  claims,  arbitration  or  regulatory  agency  action
against any member of our group of companies that would materially
affect  its  operations or assets.  We also are not aware  of  any
circumstances which might give rise to any such proceedings.

Dividends

The Group's ability to pay dividends is restricted under the
covenants set out in the Senior Discount Note indenture.
Consequently, no dividends were declared during 2002 (2001: Nil).


(B)  SIGNIFICANT CHANGES

On  10 February 2003 the Group repurchased a further US$785,000  in
aggregate  principal amount at maturity of its  outstanding  Senior
Discount  Notes. These repurchased Notes have since been cancelled.
As  a  result of the repurchase, the aggregate principal amount  at
maturity  of  the Notes outstanding at the date of this  report  is
US$11,275,000.

On  12  March  2003  the Group's Italian holding  company,  Telecom
Italia  S.p.A.,  announced its intention  to  merge  with  Olivetti
S.p.A.  As  part of this restructuring Telecom Italia  S.p.A.  also
announced  that it no longer regards its directories businesses  as
core  to  ongoing operations. Consequently, there is a  possibility
that  SEAT  Pagine  Gialle  S.p.A., the  immediate  Italian  parent
company  of  the  Thomson Group, may be disposed  of.  All  of  the
Group's  facility agreements with Telecom Italia Finance  S.A.  are
repayable on demand upon such a change of control.


ITEM 9 THE OFFER AND LISTING

(A)  OFFER AND LISTING DETAILS

Not applicable.

(B)  PLAN OF DISTRIBUTION

Not applicable.

(C)  MARKETS

Nature of trading market

On  December  30  1999,  we  made our initial  submission  of  the
registration Statement with the Securities and Exchange Commission
with respect to the exchange for the new Senior Subordinated Notes
of all old Senior  Subordinated Notes.  The Registration Statement
was  declared  effective on February 14,  2000.   The  new  Senior
Subordinated  Notes were issued on 17 March, 2000. GBP69,250,000  of
the  old  Senior Subordinated Notes were exchanged for new  Senior
Subordinated   Notes.  As  of  21  March  2000  the   new   Senior
Subordinated Notes were registered under the US Securities Act  of
1933,  as  amended. The remaining GBP750,000 of Senior  Subordinated
Notes  remained unregistered. Following the change of  control  of
the  Group on 1 August 2000 a tender offer was made to acquire all
the   outstanding   Notes  at  101%  of  the   principal   amounts
outstanding. Acceptances were received from holders of  GBP2,250,000
of the notes.

On  December  30  1999,  we  made our initial  submission  of  the
registration Statement with the Securities and Exchange Commission
with respect to the exchange for the new Senior Discount Notes  of
all  old  Senior Discount Notes.  The Registration  Statement  was
declared  effective on February 14, 2000.  The new Senior Discount
Notes  were  issued  on  17 March, 2000. All  of  the  old  Senior
Discount Notes were exchanged for new Senior Discount Notes. As of
21  March 2000 the new Senior Discount Notes were registered under
the US Securities Act of 1933, as amended. Following the change of
control  of the Group on 1 August 2000 a tender offer was made  to
acquire all the outstanding Notes at 101% of the principal amounts
outstanding. No acceptances were received.

The  Notes are listed in the Luxembourg Stock Exchange,  and  have
been  accepted for clearance, directly or indirectly, through DTC,
Euroclear and Clearstream, Luxembourg.  Management does  not  have
any  reliable information as to the position of the Notes held  in
the U.S. or the number of record holders of the Notes in the U.S.


(D)  SELLING SHAREHOLDERS

Not applicable.

(E)  DILUTION

Not applicable.

(F)  EXPENSES OF THE ISSUE

Not applicable.



ITEM 10     ADDITIONAL INFORMATION

(A)  SHARE CAPITAL

Not applicable.

(B)  MEMORANDUM AND ARTICLES OF ASSOCIATION


The  objects of TDL Infomedia Holdings plc as contained in clause
3A of its Memorandum of Association are, inter alia, to act as an
investment holding company and to co-ordinate the business of any
companies in which the Company is for the time being interested.

In  accordance with its Articles of Association the Company shall
be  managed by the directors who shall exercise all the powers of
the  Company.  The Company's directors may vote at a  meeting  of
directors   or  a  committee  of  directors  on  any   resolution
concerning a matter in respect of which a director has,  directly
or indirectly, an interest or duty. Said director must be counted
in  the  quorum present at a meeting when any such resolution  is
under  consideration and, if he votes, his vote must be  counted.
The  directors  are  not subject to retirement  by  rotation.  No
director is required to vacate his office at any time because  he
has  reached  the  age of 70 or another age. There  is  no  share
qualification required for the appointment of a director.

The  Company's  authorised  share  capital  comprises  45,000,000
ordinary  shares  of  1p  each. All issued  ordinary  shares  are
entitled  to  receive  dividends declared  by  the  Company.  Any
dividend which has remained unclaimed for 12 years from the  date
when  it  became  due  for payment shall,  if  the  directors  so
resolve, be forfeited and cease to remain owing by the company.

The  voting rights attached to the Company's ordinary shares  are
on  a  show  of hands, every member who (being an individual)  is
present in person or (being a corporation) is present by  a  duly
authorised representative, not being himself a member entitled to
vote,  shall  have one vote for every share of which  he  is  the
holder.

An  annual  general meeting and an extraordinary general  meeting
called  for  the passing of a special resolution or  an  elective
resolution  must  be called by 21 clear days  notice.  All  other
extraordinary  general meetings must be called  by  at  least  14
clear  days notice but a general meeting may be called by shorter
notice  if  it is so agreed (i) in the case of an annual  general
meeting  or  a meeting for the passing of an elective resolution,
by  all  the members entitled to attend and vote at that meeting;
and  (ii)  in  the case of any other meeting, by  a  majority  in
number of the members having a right to attend and vote.


(C)  MATERIAL CONTRACTS

Refer to Item 5 (B) "Liquidity and Capital Resources" and Item
7(B) "Related Party Transactions" for details of all borrowing
agreements and other material contracts.


(D)  EXCHANGE CONTROLS

There are currently no U.K. laws, decrees or regulations affecting
security holders.


(E)  TAXATION


The following summary describes the material U.K. tax consequences
of  the ownership of the notes as of the date hereof but does  not
purport to be comprehensive.  Except where noted, it relates  only
to  the position of persons who are the absolute beneficial owners
of  their notes and may not apply to special situations,  such  as
those  of dealers in securities. Furthermore, the discussion below
is  generally based upon the provisions of the U.K. tax  laws  and
U.K.  Inland  Revenue  practice as of the date  hereof,  and  such
provisions  may  be  repealed, revoked or modified  possibly  with
retrospective  effect  so as to result in  U.K.  tax  consequences
different from those discussed below. Noteholders who are  in  any
doubt  as  to their tax position should consult their professional
advisers.    Persons  considering  the  purchase,   ownership   or
disposition of notes should consult their tax advisers  concerning
U.K.  tax consequences in the light of their particular situations
as  well  as any consequences arising under the law of  any  other
relevant  tax jurisdiction. In particular, noteholders  should  be
aware  that they may be liable to taxation under the laws of other
jurisdictions in relation to payments in respect of the notes even
if  such payments may be made without withholding or deduction for
or on account of taxation under the laws of the United Kingdom.

No  representations  with respect to the tax consequences  to  any
particular holder of notes are made.  The following is  a  general
guide and should be treated with appropriate caution.

Proposed EU Savings Directive

On  21  January  2003,  the  EU Council of  Economic  and  Finance
Ministers  agreed to adopt a new directive regarding the  taxation
of  savings income.  It is proposed that each Member State will be
required to provide to the tax authorities of another Member State
details of payments of interest or other similar income paid by  a
person  within its jurisdiction to an individual resident in  that
other Member State, however, Austria, Belgium and Luxembourg  will
instead  apply a withholding system for a transitional  period  in
relation  to  such  payments.  The proposed  directive,  which  is
intended  to come into force on 1 January 2004, is not  yet  final
and may be subject to further amendment and/or clarification.

UK Withholding Tax on Interest on the Notes

(1)The  notes,  which carry a right to interest,  will  constitute
   "quoted  Eurobonds"  as long as they are  and  continue  to  be
   listed  on  a recognised stock exchange.  On the basis  of  the
   United Kingdom Inland Revenue's published interpretation of the
   relevant  legislation, securities which are listed on  a  stock
   exchange  in a country which is a Member State of the  European
   Union  or  which  is  part of the European Economic  Area  will
   satisfy  this  requirement if they are listed  by  a  competent
   authority  in  that country and are admitted to  trading  on  a
   recognised stock exchange in that country; securities which are
   listed  on  a stock exchange in any other country will  satisfy
   this  requirement  if  they  are  admitted  to  trading  on   a
   recognised  stock  exchange in that  country.   The  Luxembourg
   Stock  Exchange, on which the notes are listed, is currently  a
   recognised stock exchange for these purposes.  Whilst the notes
   are and continue to be "quoted Eurobonds", payments of interest
   on  the notes may be made without withholding or deduction  for
   or on account of United Kingdom income tax.

(2)In  all  cases falling outside the exemption described  in  (1)
   above,  interest  on the notes may be paid under  deduction  of
   United  Kingdom  income tax at the lower rate  (currently  20%)
   subject to such relief as may be available under the provisions
   of  any  applicable double taxation treaty or other  applicable
   exemption.

Provision of Information Obligation

Noteholders  should note that where any interest on the  notes  is
paid  to them (or to any person acting on their behalf) by  us  or
any person in the United Kingdom acting on behalf of us (a "paying
agent"), or is received by any person in the United Kingdom acting
on  behalf  of  the  relevant noteholder  (other  than  solely  by
clearing  or  arranging the clearing of a cheque)  (a  "collecting
agent"), then we, the paying agent or the collecting agent (as the
case  may be) may, in certain cases, be required to supply to  the
United  Kingdom Inland Revenue details of the payment and  certain
details  relating  to the noteholder (including  the  noteholder's
name and address).  These provisions will apply whether or not the
interest has been paid subject to withholding or deduction for  or
on  account  of United Kingdom income tax and whether or  not  the
noteholder  is  resident in the United Kingdom for United  Kingdom
taxation  purposes.  Where the noteholder is not so resident,  the
details  provided  to the United Kingdom Inland  Revenue  may,  in
certain  circumstances,  be passed by the  United  Kingdom  Inland
Revenue  to the tax authorities of the jurisdiction in  which  the
noteholder is resident for taxation purposes.

With effect from 6 April 2003 the provisions referred to above may
also  apply,  in  certain  circumstances,  to  payments  made   on
redemption of any notes where the amount payable on redemption  is
greater than the issue price of the notes.

Tax on Interest Payments

Interest  and  any  element of discount or premium  on  the  notes
constitutes U.K. source income for U.K. tax purposes and, as such,
may  be subject to income tax by direct assessment even where paid
without withholding. However, interest, discount or premium with a
U.K.  source received without deduction or withholding on  account
of  U.K. tax will not be chargeable to U.K. tax in the hands of  a
noteholder  who  is not resident for tax purposes  in  the  United
Kingdom  unless that noteholder carries on a trade, profession  or
vocation  in  the  United Kingdom through a branch  or  agency  in
connection  with which the interest is received or  to  which  the
notes are attributable. There are exemptions for interest received
by  some  categories of agent, such as some brokers and investment
managers.

General

Any discount element on the notes will not, in general, be subject
to  any  United Kingdom withholding tax pursuant to the provisions
mentioned  in the sections relating to withholding tax above,  but
may be subject to reporting requirements as outlined above.  Where
a premium is payable on redemption of the notes, as opposed to the
notes  being issued at a discount then any such element of premium
may  constitute a payment of interest.  Payments of  interest  are
subject  to  U.K.  withholding tax and reporting  requirements  as
outlined above.

In general, references to "interest" mean "interest" as understood
in U.K. tax law.  The statements contained in this section "United
Kingdom Taxation" do not take account of any different definitions
of "interest" or "principal" which may prevail under any other law
or  which may be created by the terms and conditions of the  notes
or any related documentation.

Where  interest  has been paid under deduction of  United  Kingdom
income tax, holders who are not resident in the United Kingdom may
be  able to recover all or part of the tax deducted if there is an
appropriate provision in any double taxation treaty.

The  above  description  of  the United  Kingdom  withholding  tax
position  assumes that there will be no substitution of an  issuer
and   does   not  consider  the  tax  consequences  of  any   such
substitution.

Ownership  and Disposal, including Redemption, by U.K. Corporation
Tax Payers

In  general  noteholders  which are  within  the  charge  to  U.K.
corporation  tax  will be charged to tax on  all  returns  on  and
fluctuations  in  value of the notes broadly  in  accordance  with
their  statutory  accounting treatment so long as  the  accounting
treatment  is  in  accordance with a mark-to-market  basis  or  an
accruals  basis  which  is  authorised  for  tax  purposes.   Such
noteholders  will generally be charged to tax in  each  accounting
period  by  reference to interest accrued in that period  and  any
profit  or  loss  which,  in  accordance  with  such  noteholders'
authorised accounting method, is applicable to that period.

Ownership  and Disposal, including Redemption, by other  U.K.  Tax
Payers

In relation to ownership of the notes, reference should be made to
the paragraphs "Tax on Interest Payments"  above.

The  notes  will  be  "relevant  discounted  securities"  for  the
purposes of U.K. legislation and any profit on transfer (including
redemption, sale, exchange or gift) of the notes will be taxed  as
income  in the hands of a holder liable to U.K. income tax or,  if
it  gives  rise to a loss will entitle the holder to  relief  from
income tax  in respect of that loss, when the note is redeemed  or
transferred.   An exchange of the notes pursuant  to  an  exchange
offer  may be considered to be a transfer for these purposes.  The
notes will also constitute "qualifying corporate bonds" within the
meaning  of  section 117 of the Taxation of Chargeable  Gains  Act
1992  and therefore a disposal by a noteholder will not give  rise
to  a  capital gain or an allowable loss for the purposes of  U.K.
capital  gains tax. The accrued income scheme does  not  apply  to
relevant discounted securities.

Stamp Duty and Stamp Duty Reserve Tax

No U.K. ad valorem stamp duty or stamp duty reserve tax is payable
on the issue or the transfer by delivery of the Global Note.


(F)  DIVIDENDS AND PAYING AGENT

       Not applicable.


(G)  STATEMENTS BY EXPERTS

Not applicable.


(H)  DOCUMENTS ON DISPLAY

Publicly  available  documents  concerning  the  Company  may  be
inspected  at  the  Securities and Exchange  Commission's  Public
Reference  Room, 450 Fifth Street, NW, Room 1024, Washington,  DC
20549.


(I)  SUBSIDIARY INFORMATION

Not applicable.



ITEM 11     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK


The following table summarises the expected maturity date and fair
value  of  our  outstanding financial instruments at  31  December
2002.


               Expected Maturity Date of Financial
                           Instruments
                   (excluding accrued interest)					2002
              2003  2004  2005  2006  2007  Thereafter  Total  	Fair
                                GBP'000                      		Value


Variable rate
borrowings

Sterling      25,500    -      -    -     -   41,882   67,382  67,382
Weighted
average
interest rate										     5.57%

Fixed rate
borrowings

Sterling        	-   -      -    -     -   67,750   67,750  72,493
Weighted
average
interest rate										   12.125%

US Dollars        	-   -      -    -     -    5,732    5,732   6,643
Effective
weighted average
interest rate										     15.5%


Exchange risk management

The  Group  raised part of its high yield debt denominated  in  US
dollars.  The principal amount of the US dollar debt raised was US
$87.36 million, but it was issued on 13 October 1999 at 47.366% of
the  principal amount.  The debt accretes value at 15.5% p.a.  for
five  years after which interest is payable.  The principal value,
including  value accreted to 15 October 2004, is repayable  on  15
October  2010.   The  value of this instrument had  reached  $57.2
million, translated to GBP39.4 million, at 31 December 2001.  During
2002, the Group repurchased 86.2% of these bonds. Consequently, at
31  December 2002 the value of this instrument was US $9.2 million
translated to GBP5.7 million.

The   directors  introduced  partial  currency  hedging  for  this
instrument in March 2002. From April 2002 to December 2002 hedging
covered between 95% and 100% of the US dollar exposure.


Interest rate risk management

We  finance our operations through a combination of profits, long-
term  loans,  high  yield debt finance and  bank  borrowings.  The
directors  aim to minimise exposure to fluctuating interest  rates
along  with  the  potential  impact  on  liquidity  by  holding  a
significant proportion of borrowings on fixed interest rates.

The  Group raised high yield debt at fixed rates during 1999.  The
debt  was raised in the form of Sterling and US Dollar bonds.  The
Sterling  bonds were issued for GBP70 million, 96.8% of  which  were
still outstanding at 31 December 2002. The Dollar bonds had a face
value  of  $87.36  million issued at 47.366%  of  face  value  and
accreting  for  5  years  to  attain the  face  value.  The  Group
repurchased  86.2% of these Dollar bonds during 2002 using  a  new
variable  rate  loan facility negotiated by the  central  treasury
operation of Telecom Italia S.p.A. The Group has also raised  long
term loans using both fixed and variable instruments.

  At  31  December  2002  52.2%  (2001:   73.3%)  of  the  Group's
borrowings were at fixed rates.


Liquidity risk

The Group policy is to ensure that it maintains continuous sources
of funding with at least 50% of its borrowings maturing after more
than  five years.  At 31 December 2002 81.9% (2001: 73.3%) of  the
Group's borrowings were due to mature in more than 5 years.


Concentration of Credit risk

The majority of our turnover is derived from selling advertising to
small  to  medium-sized businesses, although  we  do  have  several
larger  national  customers.  Our accounts  receivable  balance  of
GBP18.7  million  at  31  December  2002  (2001:  GBP17.9  million)  is
comprised  of many small balances.  No one customer comprised  more
than  10% of our annual sales during each of the three years  ended
31  December  2002  or  more  than 5% of our  accounts  receivables
balances  at 31 December 2001 and 2002.  In the ordinary course  of
our  business  we extend credit to these customers for  advertising
purchases.   Our advertising sales are concentrated  in  the  South
East  regions  of  the United Kingdom.  If there  was  an  economic
downturn  in  the South East regions of the United Kingdom  or  the
other  local economies of the communities we serve, our ability  to
collect amounts due to us may be adversely affected.


ITEM 12     DESCRIPTION OF SECURITIES OTHER THAN EQUITY
SECURITIES

Not applicable.



                             PART II


ITEM 13     DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14     MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
HOLDERS AND USE OF PROCEEDS

None.

ITEM 15     CONTROLS AND PROCEDURES

The Chief Executive Officer and the Finance Director  have
evaluated the Group's disclosure controls and procedures (as
defined in Sections 240.13a-15(c) and 240.15d-15(c)) and consider
them to be effective.

There have been no significant changes in internal controls or in
other factors that could significantly affect such controls
subsequent to the date of their evaluation.

ITEM 16     RESERVED




                            PART III


ITEM 17     FINANCIAL STATEMENTS

The Company has responded to Item 18 in lieu of this item.

ITEM 18     FINANCIAL STATEMENTS

The following financial statements together with the reports of
Ernst & Young LLP and PricewaterhouseCoopers thereon are filed as
part of the annual report:

Report of Independent Auditors.                             F-1
Report of Independent Accountants                           F-2
Consolidated profit and loss accounts for the
 years ended 31 December 2000, 2001 and 2002                F-3
Consolidated balance sheets at 31 December 2001 and 2002    F-4
Consolidated cash flow statements for the years
 ended 31 December 2000, 2001 and 2002                      F-5
Notes to the accounts                                       F-8


ITEM 19     EXHIBITS

Number   Description

1.1      Memorandum and Articles of Association of TDL Infomedia
         Holdings plc. (1)

2(c).1   Indenture, dated 13 October 1999, between TDL Infomedia
         Group plc, as issuer, and The Bank of New York, as
         trustee, relating to the 12 1/8% Senior Subordinated
         Notes due 2009. (1)

2(c).2   Indenture, dated 13 October 1999, between TDL Infomedia
         Holdings plc, as issuer, and The Bank of New York, as
         trustee, relating to the 15.5% Senior Discount Notes due
         2010. (1)
2(c).3   Registration Rights Agreement, dated 13 October 1999,
         between TDL Infomedia Group plc and CIBC World Markets
         plc, relating to the 12 1/8% Senior Subordinated Notes
         due 2009. (1)

2(c).4   Registration Rights Agreement, dated 13 October 1999,
         between TDL Infomedia Holdings plc and CIBC World Markets
         plc, relating to the 15.5% Senior Subordinated Notes due
         2010. (1)

2(c).5   Note Depositary Agreement, dated 13 October 1999, between
         TDL Infomedia Group plc and The Bank of New York,
         relating to the 12 1/8% Senior Subordinated Notes due
         2009. (1)

2(c).6   Note Depositary Agreement, dated 13 October 1999, between
         TDL Infomedia Holdings plc and The Bank of New York,
         relating to the 15.5% Senior Discount Notes due 2010.(1)

4(a).1   Sale and Purchase Agreement, dated 30 July 1999, among
         the Vendors, TDL Infomedia Group plc, TDL Infomedia
         Finance Limited, GM LLC and others relating to the sale
         and purchase of the issued share capital of TDL Group
         Limited. (1)

4(a).2   Facility Agreement, dated 30 July 1999, in relation to a
         GBP35,000,000 Term Loan A Facility, a GBP20,000,000 Term Loan
         B Facility and a GBP10,000,000 Revolving Credit Facility
         among TDL Infomedia Limited, TDL Infomedia Finance
         Limited, TDL Infomedia Holdings Limited (now known as TDL
         Infomedia Holdings plc), TDL Infomedia Group Limited (now
         known as TDL Infomedia Group plc), TDL Group Limited,
         Thomson Directories Limited, CIBC World Markets plc and
         BankBoston N.A. (1)


ITEM 19     EXHIBITS - CONTINUED

Number   Description

4(a).3   Multicurrency Facility Agreement dated 10 September 2001,
         in relation to a GBP65 million revolving credit facility
         among TDL Infomedia Limited, TDL Infomedia Group plc, TDL
         Group Limited, Thomson Directories Limited and Sogerim
         S.A. (2)

4(a).4   Multicurrency Facility Agreement dated 10 September 2002,
         in relation to a GBP55 million revolving credit facility
         among TDL Infomedia Limited, TDL Infomedia Group plc, TDL
         Group Limited, Thomson Directories Limited and Sogerim
         S.A.

4(a).5   Facility Agreement dated 12 August 2002, in relation to a
         GBP55 million credit facility among TDL Infomedia Limited,
         TDL Infomedia Holdings plc and Sogerim S.A.

4(a).6   Business Customer Database Licence Agreement dated 27
         October 1994, between British Telecommunications plc and
         Thomson Directories Limited. (1)

4(a).7   Directory Information Licence Agreement dated 1 January
         2001, between British Telecommunications plc and Thomson
         Directories Limited. (2)

4(a).8   Share Purchase Agreement dated 30 March 2001, in relation
         to the sale of shares in TDL Belgium S.A. and Indirect
         Sprl S.A. to Maracana Holdings B.V. (2)

4(a).9   Assignment and Assumption Agreement dated 30 March 2001,
         in relation to the assignment of loans to TDL Belgium
         S.A. to Maracana Holdings B.V. (2)

8.1      List of subsidiaries of TDL Infomedia Holdings plc. (1)



(1) Exhibits to Form F-4 filed on December 30, 1999.
(2) Exhibits to Form 20-F filed on 28 March 2001.



                           SIGNATURES


The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused
and authorised the undersigned to sign this annual report on its
behalf.


                                        TDL Infomedia Holdings plc
                                        Registrant



Date: 28 March 2003                     By:  /s/ KJ Watson
                                        Name: 	 KJ Watson
                                        Title:   Finance Director




Certification

I, Linda Pancratz, certify that:

1.   I have reviewed this annual report on Form 20-F of TDL
  Infomedia Holdings plc;

2.   Based on my knowledge, this annual report does not contain
  any untrue statement of a material fact or omit to state a
  material fact necessary to make the statements made, in light of
  the circumstances under which such statements were made, not
  misleading with respect to the period covered by this annual
  report;

3.   Based on my knowledge, the financial statements, and other
  financial information included in this annual report, fairly
  present in all material respects the financial condition, results
  of operations and cash flows of the registrant as of, and for,
  the periods presented in this annual report;

4.   The registrant's other certifying officers and I are
  responsible for establishing and maintaining disclosure controls
  and procedures (as defined in Exchange Act Rules 13a -14 and 15d
  -14) for the registrant and have:

  a)   designed such disclosure controls and procedures to ensure
     that material information related to the registrant, including
     its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period for which
     this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
  disclosed, based on our most recent evaluation, to the
  registrant's auditors and the audit committee of the registrant's
  board of directors:

  a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have
  indicated in this annual report whether or not there were
  significant changes in internal controls or other factors that
  could significantly affect internal controls subsequent to the
  date of our most recent evaluation, including any corrective
  actions with regard to significant deficiencies and material
  weaknesses.

                                               /s/ Linda Pancratz

                                              Date: 28 March 2003

Certification

I, Kevin Watson, certify that:

1.   I have reviewed this annual report on Form 20-F of TDL
  Infomedia Holdings plc;

2.   Based on my knowledge, this annual report does not contain
  any untrue statement of a material fact or omit to state a
  material fact necessary to make the statements made, in light of
  the circumstances under which such statements were made, not
  misleading with respect to the period covered by this annual
  report;

3.   Based on my knowledge, the financial statements, and other
  financial information included in this annual report, fairly
  present in all material respects the financial condition, results
  of operations and cash flows of the registrant as of, and for,
  the periods presented in this annual report;

4.   The registrant's other certifying officers and I are
  responsible for establishing and maintaining disclosure controls
  and procedures (as defined in Exchange Act Rules 13a -14 and 15d
  -14) for the registrant and have:

  a)   designed such disclosure controls and procedures to ensure
     that material information related to the registrant, including
     its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period for which
     this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
  disclosed, based on our most recent evaluation, to the
  registrant's auditors and the audit committee of the registrant's
  board of directors:

  a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have
  indicated in this annual report whether or not there were
  significant changes in internal controls or other factors that
  could significantly affect internal controls subsequent to the
  date of our most recent evaluation, including any corrective
  actions with regard to significant deficiencies and material
  weaknesses.

                                                 /s/ Kevin Watson

                                              Date: 28 March 2003


                          EXHIBIT INDEX

Number Description                                      Sequentially
                                                          numbered
                                                            page
1.1   Memorandum and Articles of Association of TDL         n/a
      Infomedia Holdings plc. (1)

2(c). Indenture, dated 13 October 1999, between TDL         n/a
1     Infomedia Group plc, as issuer, and The Bank of
      New York, as trustee, relating to the 12 1/8%
      Senior Subordinated Notes due 2009. (1)

2(c). Indenture, dated 13 October 1999, between TDL         n/a
2     Infomedia Holdings plc, as issuer, and The Bank
      of New York, as trustee, relating to the 15.5%
      Senior Discount Notes due 2010. (1)

2(c). Registration Rights Agreement, dated 13 October       n/a
3     1999, between TDL Infomedia Group plc and CIBC
      World Markets plc, relating to the 12 1/8% Senior
      Subordinated Notes due 2009. (1)

2(c). Registration Rights Agreement, dated 13 October       n/a
4     1999, between TDL Infomedia Holdings plc and CIBC
      World Markets plc, relating to the 15.5% Senior
      Subordinated Notes due 2010. (1)

2(c). Note Depositary Agreement, dated 13 October 1999,     n/a
5     between TDL Infomedia Group plc and The Bank of
      New York, relating to the 12 1/8% Senior
      Subordinated Notes due 2009. (1)

2(c). Note Depositary Agreement, dated 13 October 1999,     n/a
6     between TDL Infomedia Holdings plc and The Bank
      of New York, relating to the 15.5% Senior Discount
      Notes due 2010. (1)

4(a). Sale and Purchase Agreement, dated 30 July 1999,      n/a
1     among the Vendors, TDL Infomedia Group plc, TDL
      Infomedia Finance Limited, GM LLC and others
      relating to the sale and purchase of the issued
      share capital of TDL Group Limited. (1)

4(a). Facility Agreement, dated 30 July 1999, in            n/a
2     relation to a GBP35,000,000 Term Loan A Facility, a
      GBP20,000,000 Term Loan B Facility and a
      GBP10,000,000 Revolving Credit Facility among TDL
      Infomedia Limited, TDL Infomedia Finance Limited,
      TDL Infomedia Holdings Limited (now known as TDL
      Infomedia Holdings plc), TDL Infomedia Group
      Limited (now known as TDL Infomedia Group plc),
      TDL Group Limited, Thomson Directories Limited,
      CIBC World Markets plc and BankBoston N.A. (1)

4(a). Multicurrency Facility Agreement dated 10             n/a
3     September 2001, in relation to a GBP65 million
      revolving credit facility among TDL Infomedia
      Limited, TDL Infomedia Group plc, TDL Group
      Limited, Thomson Directories Limited and Sogerim
      S.A. (2)


4(a). Multicurrency Facility Agreement dated 10
4     September 2002, in relation to a GBP55 million
      revolving credit facility among TDL Infomedia
      Limited, TDL Infomedia Group plc, TDL Group
      Limited, Thomson Directories Limited and Sogerim
      S.A.

4(a). Facility Agreement dated 12 August 2002, in
5     relation to a GBP55 million credit facility among
      TDL Infomedia Limited, TDL Infomedia Holdings plc
      and Sogerim S.A.

                    EXHIBIT INDEX - continued


Number  Description                                     Sequentially
                                                          numbered
                                                            page
4(a).  Business Customer Database Licence Agreement         n/a
6      dated 27 October 1994, between British
       Telecommunications plc and Thomson Directories
       Limited. (1)

4(a).  Directory Information Licence Agreement dated 1      n/a
7      January 2001, between British Telecommunications
       plc and Thomson Directories Limited. (2)

4(a).  Share Purchase Agreement dated 30 March 2001, in     n/a
8      relation to the sale of shares in TDL Belgium
       S.A. and Indirect Sprl S.A. to Maracana Holdings
       B.V. (2)

4(a).  Assignment and Assumption Agreement dated 30         n/a
9      March 2001, in relation to the assignment of
       loans to TDL Belgium S.A. to Maracana Holdings
       B.V. (2)
8.1    List of subsidiaries of TDL Infomedia Holdings       n/a
       plc. (1)


(1) Exhibits to Form F-4 filed on December 30, 1999.
(2) Exhibits to Form 20-F filed on 28 March 2001



REPORT OF INDEPENDENT AUDITORS



To the Board of Directors of TDL Infomedia Holdings plc

We  have  audited the accompanying consolidated balance sheets  of
TDL Infomedia Holdings plc as of 31 December 2002 and 2001 and the
related  consolidated profit and loss accounts and statements of
cash flows for each  of the two years in the period ended 31
December 2002.   Our responsibility  is  to  express an opinion on
these  financial statements based on our audits.

We conducted our audits in accordance with United Kingdom auditing
standards and United States generally accepted auditing standards.
Those  standards  require that we plan and perform  the  audit  to
obtain reasonable assurance about whether the financial statements
are free from material misstatement.  An audit includes examining,
on  a  test basis, evidence supporting the amounts and disclosures
in  the financial statement.  An audit also includes assessing the
accounting principles used and significant estimates made  by  the
management, as well as evaluating the overall financial  statement
presentation.   We  believe that our audits provide  a  reasonable
basis for our opinion.

In  our opinion, the consolidated financial statements referred to
above  present fairly, in all material respects, the  consolidated
financial  position of TDL Infomedia Holdings plc at  31  December
2002  and 2001 and the consolidated results of its operations  and
its  consolidated  cash flows for each of the  two  years  in  the
period  ended  31  December  2002 in  conformity  with  accounting
principles  generally accepted in the United Kingdom which  differ
in  certain respects from those followed in the United States (see
Note 31 of Notes to the Financial Statements).






/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP
Southampton, England

28 March 2003

REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors of TDL Infomedia Holdings plc

In our opinion, the accompanying consolidated profit and loss
account and cash flow present fairly, in all material respects,
the results of TDL Infomedia Holdings plc and its subsidiaries'
operations and cash flows for the year ended 31 December 2000 in
conformity with accounting principles generally accepted in the
United Kingdom. These financial statements are the responsibility
of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used
and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed
above.

Accounting principles generally accepted in the United Kingdom
differ in certain significant respects from accounting principles
generally accepted in the United States. The application of the
latter would have affected the determination of profit expressed
in sterling for the year ended 31 December 2000 to the extent
summarised in Note 31 to these financial statements.





/s/ PricewaterhouseCoopers

PricewaterhouseCoopers
London, England

21 March 2001




TDL INFOMEDIA HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNTS


                                   Year     Year     Year
                                   ended    ended    ended
                                     31       31       31
                          Notes   December December December
                                    2000     2001     2002
                                  GBP'000  GBP'000  GBP'000

Turnover (incl. share of
joint ventures) 				   94,703   93,461   96,945
Less: share of joint
venture turnover                  ( 2,689)    (324)       -
Turnover                      2    92,014   93,137   96,945
Cost of sales                     (39,222) (40,052) (39,576)
Gross profit                       52,792   53,085   57,369
Net operating expenses        3   (44,039) (41,924) (43,535)
Group operating profit        4     8,753   11,161   13,834
Share of loss in joint
venture                           (2,931)    (636)        -
Total operating profit              5,822   10,525   13,834
Interest receivable and
similar income				  7       963      163       43
Interest payable and
similar charges  			  8   (22,418) (18,731) (24,341)
Loss on ordinary
activities before taxation		  (15,633)  (8,043) (10,464)
Taxation on loss on
ordinary activities            9    (1,002) (2,205)  (1,328)
Loss for the financial year        (16,635) (10,248)(11,792)




There  were  no recognised gains or losses other than those  shown
above.

A summary of the significant adjustments to loss for the financial
year  that would be required had United States generally  accepted
accounting  principles  been applied instead  of  those  generally
accepted  in the United Kingdom is set out in Note 31 of Notes  to
the Financial Statements.

The  accompanying notes form an integral part of  these  Financial
Statements.


TDL INFOMEDIA HOLDINGS PLC
CONSOLIDATED BALANCE SHEETS


                                      Notes      2001      2002
                                                GBP'000     GBP'000

Fixed assets
 Intangible assets                        10   177,756   163,632
 Tangible assets                          11    13,101    12,488

Current assets
 Stocks                                   12     7,865     8,130
 Debtors:
  - amounts falling due within one year   13    22,282    22,426
  - after one year                        13         -       189
 Cash at bank and in hand                        1,677     1,496
                                                31,824    32,241
Creditors: amounts falling due
within one year						  	  14   (68,475)  (52,241)
 Net current liabilities              	       (36,651)  (20,000)
 Total assets less current
liabilities									   154,206   156,120
Creditors: amounts falling due
after one year                        	  15  (103,809) (117,555)
Provisions for liabilities and
charges                                   18      (160)     (120)
Net assets                                      50,237    38,445

Capital and reserves
 Called up share capital                  20       397       397
 Share premium account                    20    39,315    39,315
 Other reserves                      	  21    40,000    40,000
 Profit and loss account             	  22   (29,475)  (41,267)
Total equity shareholders' funds       	  23    50,237    38,445






A   summary  of  the  significant  adjustments  to  total   equity
shareholders'  funds  that  would be required  had  United  States
generally  accepted accounting principles been applied instead  of
those generally accepted in the United Kingdom is set out in  Note
31 of Notes to the Financial Statements.

The  accompanying notes form an integral part of  these  Financial
Statements.


TDL INFOMEDIA HOLDINGS PLC
CONSOLIDATED GROUP CASH FLOW STATEMENTS


                                Notes     Year     Year    Year
                                 to       ended   ended    ended
                                cash       31       31      31
                                flow    December December December
                              statement   2000     2001    2002
                                        GBP'000  GBP'000  GBP'000
Net cash inflow from operating
activities						  1     18,509   30,564   28,765
Returns on investments and
servicing of finance
  Interest received                        710      159       43
  Interest paid                        (14,808) (11,271)  (9,655)
Net cash outflow from returns
on investment and servicing of finance (14,098) (11,112)  (9,612)
Tax paid                                (1,700)    (690)  (2,712)
Capital expenditure and
financial investments
    Payments to acquire tangible
fixed assets                            (1,488) (11,577)  (1,710)
    Receipts from sales of
tangible fixed assets                        6       31        -
Net cash outflow for capital
expenditure and
financial investments                   (1,482) (11,546)  (1,710)
Acquisitions and disposals
  Net cash received for sale
of loans and investment in
joint venture                                -      807        -
Net cash inflow for
acquisitions and disposals                   -      807        -
Net cash inflow before
financing and management of
liquid resources						 1,229    8,023   14,731
Financing
 (Decrease)/increase in
borrowings
   new short term loans                 54,000        -       -
   repayment of amounts
borrowed                               (57,250) (15,000) (17,764)
   costs associated with the
repayment of debt					    (1,416)     (60)    (380)
  intergroup borrowings                    145      481    3,232
Net cash (outflow)/inflow for
financing                               (4,521) (14,579) (14,912)
Management of liquid resources
Decrease in term deposits                3,616        -        -

Net cash inflow for management
of liquid resources                      3,616        -        -

Increase/(decrease) in cash      2,3       324   (6,556)    (181)


The significant differences between the cash flow statements
presented above and those required under United States generally
accepted accounting principles are described in Note 31 of Notes
to the Financial Statements.

The accompanying notes form an integral part of these Financial
Statements.



TDL INFOMEDIA HOLDINGS PLC
GROUP CASH FLOW STATEMENTS
NOTES TO THE CASH FLOW STATEMENTS

1.   RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOWS


                                     Year     Year      Year
                                    ended    ended     ended
                                     31        31       31
                                  December  December  December
                                    2000      2001      2002
                                 GBP'000    GBP'000   GBP'000

Total operating profit              5,822   10,525   13,834
Depreciation charge                 2,303    2,335    2,459
Amortisation                       11,910   14,126   14,124
Share of joint venture losses       2,931      636        -
Increase in stock and work in
progress							  (19)  (1,479)    (265)
(Increase)/decrease in debtors(1)  (3,426)   3,961      513
Decrease in creditors              (1,012)    (450)    (888)
Increase/(decrease) in parent
liabilities                              -      910	 (1,012)
  Net cash inflow from operating    18,509   30,564   28,765
activities

(1)   The 2001 decrease in debtors includes the sale of loans  to
TDL Belgium S.A. - see note 19.


2.   ANALYSIS OF NET DEBT


                            At 31     Cash    Other  Foreign     At 31
                           December   flows    non-  exchange  December
                             2000              cash   losses      2001
                                      	      charges
                          GBP'000   GBP'000  GBP'000  GBP'000  GBP'000
Cash in hand                1,677     (181)       -       -     1,496
Debt due in less than     (40,233)  13,008     (144)      -   (27,369)
one year
Debt due after one year  (103,809)  (6,974)  (1,118) (1,284) (113,185)

  Total net debt         (142,365)   5,853   (1,262) (1,284) (139,058)


                            At 31    Cash    Other  Foreign     At 31
                           December  flows    non-  exchange  December
                             2000             cash   losses      2001
                                    	    charges
                          GBP'000  GBP'000  GBP'000  GBP'000   GBP'000
Cash in hand                8,233  (6,556)       -       -      1,677
Debt due in less than
one year                  (54,797) 14,378      186       -    (40,233)
Debt due after one year   (96,941) (5,459)    (495)   (914)  (103,809)

  Total net debt         (143,505)  2,363     (309)   (914)  (142,365)



                            At 31    Cash    Other  Foreign     At 31
                           December  flows    non-  exchange  December
                             2000             cash   losses      2001
                                     	    charges
                          GBP'000   GBP'000  GBP'000  GBP'000   GBP'000
Cash in hand                7,909      324        -       -      8,233
Short-term deposits         3,616   (3,616)       -       -          -
Debt due in less than
one year                   (4,052) (50,145)    (600)      -    (54,797)
Debt due after one year  (143,776)  51,063   (1,959) (2,269)   (96,941)

  Total net debt         (136,303)  (2,374)  (2,559) (2,269)  (143,505)


TDL INFOMEDIA HOLDINGS PLC
GROUP CASH FLOW STATEMENTS
NOTES TO THE CASH FLOW STATEMENTS


3.             RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT


                                       Year      Year      Year
                                      ended     ended      ended
                                        31        31        31
                                     December  December  December
                                       2000      2001       2002
                                      GBP'000     GBP'000      GBP'000
Increase/(decrease) in cash in the
period								    324    (6,556)      (181)
Cash inflow to short term deposits   (3,616)        -          -
Cash outflow from decrease in net
debt                                    918     8,919      6,034
Change in debt resulting from cash
flows								 (2,374)    2,363      5,853
Foreign exchange losses              (2,269)     (914)    (1,284)
Amortisation of debt issue costs     (2,676)     (309)    (1,262)
Provision for costs associated
with repayment of debt                  117         -          -
Movement in net debt in the period   (7,202)    1,140      3,307
Net debt at start of period        (136,303) (143,505)  (142,365)
Net debt at end of period          (143,505) (142,365)  (139,058)


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS


1.   ACCOUNTING POLICIES

These  financial statements comprise the accounts of TDL Infomedia
Holdings plc, a holding company and its direct and indirect wholly
owned subsidiaries, TDL Infomedia Group plc, TDL Group Limited and
Thomson Directories Limited, (together the ''Group'').  The  Group
publishes  classified directories in the United Kingdom and  earns
revenues  and  commissions  on advertisements  contained  in  such
directories.  A summary of the principal accounting policies,  all
of which have been applied consistently, is set out below:


a.  Accounting convention

The  financial statements have been prepared under the  historical
cost  convention and in accordance with applicable U.K. accounting
standards.  Accounting principles generally accepted in  the  U.K.
differ  in certain significant respects from accounting principles
generally  accepted  in the U.S.  The application  of  the  latter
would  have affected the determination of profit, cash  flows  and
shareholders equity, as detailed in note 31.


b.   Use of estimates

The  preparation  of  consolidated  financial  statements  require
management  to make estimates and assumptions about future  events
that affect the reporting and disclosure of assets and liabilities
at  the  balance sheet dates and the reported amounts of  revenues
and   expense  during  the  period  covered  by  the  consolidated
financial  statements. In the event estimates  and/or  assumptions
prove to be different from actual amounts, adjustments are made in
subsequent periods to reflect more current information.


c.   Basis of consolidation

The  Group financial statements from 31 July 1999 consolidate  the
financial statements for TDL Infomedia Holdings plc and its direct
and  indirect wholly owned subsidiary undertakings, TDL  Infomedia
Group plc, TDL Group Limited and Thomson Directories Limited.

The  Group's share of net profit or loss of the joint  venture  is
included  in  the  consolidated profit and loss account,  and  the
Group's  share of their net assets is included in the consolidated
balance sheet.  Where the financial statements of subsidiaries and
joint   ventures  do  not  conform  with  the  Group's  accounting
policies,  appropriate adjustments are made  on  consolidation  in
order  to  present the group financial statements on a  consistent
basis.


d.    Goodwill

Goodwill  arising on consolidation represents the  excess  of  the
consideration  given  over the fair value  of  the  separable  net
assets  acquired.  Goodwill arising on acquisitions is capitalised
and  amortised over its estimated expected useful life. Impairment
reviews are performed annually to ensure that the intangible asset
is not carried above the recoverable amount.

Following the acquisition of TDL Infomedia Limited by SEAT  Pagine
Gialle  S.p.A. on 1 August 2000, the directors have  reviewed  the
useful   life  of  the  goodwill,  in  light  of  changing  market
conditions, and determined that the useful life should be  revised
from 20 years to 15 years.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


e.    Turnover

Turnover arises from the Group's continuing activities and  mainly
comprises  advertising revenue received and receivable in  respect
of  directories  published, in both paper and  electronic  format,
during  the  year,  agency  sales  commission  and  other  income.
Advertising  revenue for paper directories is  recognised  on  the
publication of directories.  Agency sales commission is recognised
on  completion  of  sale. Revenues from internet  advertising  and
other  services are recognised over the period of the  obligation.
Turnover is recorded net of VAT and discounts.


f.   Stocks

Stocks  are  stated  at the lower of cost  and  net  realisable
value.  Raw materials comprises paper used in the production of
directories.   Work  in  progress comprises  the  direct  costs
incurred  in producing advertisements for directories  not  yet
published.


g.   Tangible fixed assets and depreciation

Fixed assets are stated at cost, net of depreciation and provision
for permanent diminution in value.

Depreciation  is  provided  on  a  straight-line  basis  at  rates
calculated to write off the cost of each asset over its  estimated
useful  life. The annual rates for the major classes  of  tangible
fixed assets are as follows:

               Freehold properties     6.7%
               Short-term
 				leasehold properties   Period of lease
               Software                33.3%
               Computer equipment      33.3%
               Office furniture
                and equipment		   10-20%

The  carrying value of tangible assets is reviewed for  impairment
if  events or changes in circumstances indicate the carrying value
may not be recoverable.


h.   Fixed asset investments

Fixed  asset investments are stated at the lower of cost  and  net
realisable value.


i.   Provisions

A  provision  is  recognised where there is a present  obligation,
whether  legal  or constructive, as a result of a past  event  for
which it is probable that a transfer of economic benefits will  be
required to settle the obligation and a reliable estimate  can  be
made of the amount of the obligation.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


j.   Derivative financial instruments

The  derivative  instruments used by the  Group,  which  are  used
solely   for  hedging  purposes,  are  forward  foreign   exchange
contracts.  Such derivative instruments are used to alter the risk
profile  of an existing underlying exposure of the Group  in  line
with the Group's risk management policies.  The Group uses forward
foreign  currency contracts to reduce exposure to foreign exchange
rates.   The  rates under such contracts are used  to  record  the
hedged item.  As a result, gains and losses are offset against the
foreign exchange gains and losses on the related financial  assets
and  liabilities,  or where the instrument  is  used  to  hedge  a
commitment  or  probable future transaction,  are  not  recognised
until the transaction occurs.


k.   Borrowings and debt issue costs

All borrowings are initially stated at the fair value of the
consideration received after the deduction of issue costs.  Issue
costs, together with finance costs, are charged to the profit and
loss account over the term of the borrowings and represent a
constant proportion of the balance of capital repayments
outstanding.


l.   Operating leases

Operating lease rentals are charged to the profit and loss account
on a straight line basis over the lease term.


m.   Pensions

The  Group  operates  a defined benefit scheme  available  to  all
employees  with more than one year's service.  Pension  costs  are
charged  to the profit and loss account so as to spread the  costs
(as  a  level  percentage of salary) over  the  estimated  average
service lives for the employees in the scheme.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


n.   Deferred Taxation

Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date
where  transactions or events have occurred at that  date  that
will  result  in an obligation to pay more, or a right  to  pay
less or to receive more, tax, with the following exceptions:

-      provision  is  made  for tax on gains  arising  from  the
  revaluation (and similar fair value adjustments) of fixed assets,
  and gains on disposal of fixed assets that have been rolled over
  into replacement assets, only to the extent that, at the balance
  sheet date, there is a binding agreement to dispose of the assets
  concerned.  However, no provision is made where, on the basis of
  available evidence at the balance sheet date, it is more likely
  than  not  that  the taxable gain will be  rolled  over  into
  replacement assets and charged to tax only where the replacement
  assets are sold;

-     deferred tax assets are recognised only to the extent that
  the directors consider that it is more likely than not that there
  will be suitable taxable profits from which the future reversal
  of the underlying timing differences can be deducted.

Deferred  tax is measured on an undiscounted basis at  the  tax
rates that are expected to apply in the periods in which timing
differences  reverse, based on tax rates and  laws  enacted  or
substantively enacted at the balance sheet date.


o.    Foreign Currency Transactions

Transactions in foreign currencies are recorded at the rate ruling
on  the  date  of the transaction except for those  covered  by  a
forward  contract  where the forward rate is  used.   All  foreign
exchange differences are taken to the profit and loss account.

Monetary  assets and liabilities denominated in foreign currencies
are  retranslated at the rate of exchange ruling  at  the  balance
sheet date.

The accounts of overseas subsidiary undertakings are translated to
the  rate  of  exchange  ruling at the  balance  sheet  date.  The
exchange difference arising on retranslation of opening net assets
is  taken  directly to reserves. All other translation differences
are taken to the profit and loss account.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


2.   TURNOVER

An analysis of segmental sales revenues, all of which are revenues
from external customers, is as follows:

                                   Year      Year      Year
                                   ended     ended     ended
                                    31        31        31
                                 December  December  December
                                   2000      2001      2002
                                GBP'000    GBP'000    GBP'000

  U.K. Paper Directories          86,297    86,918     89,370
  Internet Services                3,418     3,498      4,474
  Business Information             5,673     6,161      6,892
  Less: Discounts                 (3,374)   (3,440)    (3,791)

  Total                           92,014    93,137     96,945


3.   NET OPERATING EXPENSES

                                    Year     Year      Year
                                   ended     ended     ended
                                     31       31        31
                                  December December  December
                                    2000      2001      2002
                                 GBP'000    GBP'000    GBP'000

  Distribution costs               3,606     3,865      3,929
  Administrative expenses         40,433    38,059     39,606
                                  44,039    41,924     43,535


4.   GROUP OPERATING PROFIT

                                    Year     Year      Year
                                   ended     ended     ended
                                     31       31        31
                                  December December  December
                                    2000     2001      2002
                                  GBP'000   GBP'000   GBP'000
  Group operating profit
    is stated after charging:
     Auditors' remuneration -
audit services					      170         85        66
     Auditors' remuneration -
non-audit services				       80          5         5
     Rental costs relating to
operating leases				    4,866      3,229     2,520
     Depreciation of tangible
fixed assets					    2,303      2,335     2,459
     Amortisation of intangible
fixed assets					   11,910     14,126    14,124
     Advertising costs              2,042      1,520     1,953
     Rental income                   (288)      (519)     (623)

Rental  costs  relating to operating leases stated above,  include
hire  of  plant and machinery of GBP1,946,000 for the year ended  31
December  2002, GBP2,566,000 for the year ended 31 December  2001and
GBP3,224,000 for the year ended 31 December 2000.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


5.             EMPLOYEES

                                    Year     Year      Year
                                   ended     ended     ended
                                     31       31        31
                                  December December  December
                                    2000     2001      2002
  The average number of persons
employed
  by the Group during the
period, by category
  was:
     Sales and marketing            572       584       545
     Production                     121       116       125
     Administration                 152       156       165
       Total                        845       856       835


                                    Year     Year      Year
                                   ended     ended     ended
                                     31       31        31
                                  December December  December
                                    2000     2001      2002
                                 GBP'000   GBP'000   GBP'000
  The aggregate remuneration
and associated costs of
Group employees was:
     Salaries and wages          26,084     27,484     26,802
     Social security costs        2,705      2,875      2,723
     Pension costs (see note 24)    863      1,293      1,424

                                 29,652     31,652     30,949



6.    DIRECTORS' EMOLUMENTS

Total emoluments of all directors for services to the group are:

                                    Year     Year      Year
                                   ended     ended     ended
                                     31       31        31
                                  December December  December
                                    2000     2001      2002
                                 GBP'000   GBP'000   GBP'000
 Aggregate emoluments              1,302     1,248      915

At  31  December 2002 retirement benefits were accruing in respect
of  two directors under the Group's defined benefit scheme.   Cash
contributions  of GBP11,556 were made to the pension  scheme  during
the year in respect of the two directors (2001 - Nil).


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


6.             DIRECTORS' EMOLUMENTS - continued

                                   Year      Year      Year
                                   ended     ended     ended
 Highest paid director              31        31        31
                                 December  December  December
                                   2000      2001      2002
                                 GBP'000   GBP'000   GBP'000
   Aggregate emoluments and
 benefits
    (excluding gains on             652       623       645
 exercise of share
    options and value shares
 received)
   Defined benefit schemes
   Accrued pension at end of         20        24        25
 period

At  31 December 2002 two of the directors of the Company were also
directors of its principal subsidiaries and their remuneration  is
paid directly by the subsidiaries


7.   INTEREST RECEIVABLE AND SIMILAR INCOME

                                   Year      Year      Year
                                   ended     ended     ended
                                    31        31        31
                                 December  December  December
                                   2000      2001      2002
                                 GBP'000   GBP'000   GBP'000

   Interest receivable on
 short term deposits				737       159       43
   Gain/(loss) on foreign
 currency revaluation				213         -        -
   Interest receivable by
 joint venture						 13         4        -

									963       163       43

8. INTEREST PAYABLE AND SIMILAR CHARGES

                                   Year      Year      Year
                                   ended     ended     ended
                                    31        31        31
                                 December  December  December
                                   2000      2001      2002
                                 GBP'000    GBP'000   GBP'000

   On bank loans, overdrafts
 and notes (1)                    17,203     16,786    13,832
   On intercompany loans               -        164     2,147
   Loss on foreign currency
 revaluation of debt instrument    2,269        914     1,284
   Interest payable by joint
 venture						     243        171         -
   Finance charge on
 discounting of royalty payments      27          -         -
   Premiums paid and write off of
 debt raising expenses             2,676        696     7,078

                                  22,418     18,731    24,341

(1)  -  Included  in interest is an amount of GBP5.5 million  (2001:
GBP5.4  million and 2000: GBP4.3 million) being interest accreting  on
the  Senior Discount Notes. The premium on repurchase of the Notes
is analysed in Note 16.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


8. INTEREST PAYABLE AND SIMILAR CHARGES - continued

On  the  acquisition of Thomson Directories Limited in  1997,  TDL
Group  Limited incurred costs of GBP2,589,000 raising debt  finance.
These costs were amortised over the life of the debt. In addition,
a  liability was established for the minimum sum payable  under  a
royalty  agreement of GBP4,408,000.  This was discounted to its  net
present  value. The difference between this value and  the  actual
liability  was  charged to the profit and loss  account  over  the
period of the payments.

On  the  acquisition  of TDL Group Limited in  1999,  the  Company
incurred  costs of GBP10,109,000 raising debt finance.  These  costs
are  being  amortised over the life of the debt until  it  becomes
fully repayable.


9.   TAXATION ON LOSS ON ORDINARY ACTIVITIES

The  taxation  charge is based upon the results for the  year  and
comprises:

                                          Year     Year     Year
                                         ended    ended    ended
                                           31       31       31
                                       December December  December
                                          2000     2001     2002
                                       GBP'000   GBP'000   GBP'000
   UK Corporation tax
    -Current tax                         1,002    2,205    1,328


(a)  Factors affecting the current tax charge:

The  tax assessed on the profit on ordinary activities for  the
year is higher than the standard rate of corporation tax in the
UK of 30% (2001 - 30%).  The differences are reconciled below:

                                         2000     2001     2002
                                       GBP'000  GBP'000  GBP'000

   Profit on ordinary activities
    multiplied by standard rate of
    corporation tax in the UK of 30%   (4,690)  (2,413)  (3,139)
   Expenses not deductible for tax purposes
  (including Goodwill amortisation)     4,269    4,068    4,239
   Decelerated/(accelerated)
    capital allowances                    162      162       97
   Pensions contributions in excess
   of pensions charge                     259      388      131
   Tax overprovided in previous years       -        -        -

   Total current tax                    1,002    2,205    1,328


(b)  Factors that may affect future tax charges

The group has tax losses arising in the UK of GBP1,583,892 (2001  -
GBP1,583,892)  that are available indefinitely for  offset  against
future  taxable profits of the company in which the losses arose.
Deferred tax assets have not been recognised in respect of  these
losses  as  they  may  not  be  used to  offset  taxable  profits
elsewhere  in  the group, and they have arisen in a company  that
has been loss-making for some time.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


10.  INTANGIBLE ASSETS

Goodwill  arising on the acquisition of TDL Group  Limited  on  31
July  1999  has  been  capitalised in  accordance  with  Financial
Reporting  Standard  number 10 - Goodwill and  Intangible  Assets.
Following the acquisition of TDL Infomedia Limited by SEAT  Pagine
Gialle  SpA  on  1  August 2000, the directors have  reviewed  the
useful   life  of  the  goodwill,  in  light  of  changing  market
conditions,  and  determined  that  the  useful  life   from   the
goodwill's inception should be revised from 20 years to 15 years.

                                                      2001    2002
                                                   GBP'000   GBP'000
   Cost
    At 1 January                                   208,112  208,112
    Additions                                            -       -
    At 31 December                                 208,112  208,112

   Amortisation
    At 1 January                                    16,230   30,356
    Charge for the year                             14,126   14,124
    At 31 December                                  30,356   44,480

   Net book value at 31 December                   177,756  163,632



TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


11.            TANGIBLE ASSETS

                                      Short-term  Office       Computer
                            Freehold  Leasehold   Furniture    Equipment
							Property  Properties  & Equipment  & Software    Total
							GBP'000    GBP'000      GBP'000     GBP'000     GBP'000
   Cost
      At 1 January 2002      10,045    	    2   	 5,454  	 3,944      19,445
      Additions                   -    	    -   	   507  	 1,340       1,847
      Disposals                   -    	    -   	  (832) 	  (602)     (1,434)
      At 31 December 2002    10,045    	    2   	 5,129  	 4,682      19,858

   Depreciation
      At 1 January 2002         670    	    2   	 3,455  	 2,217       6,344
      Charge for year           670    	    -   	   555  	 1,234       2,459
      Disposals                   -    	    -   	  (832) 	  (601)     (1,433)
       At 31 December 2002    1,340   	    2        3,178	     2,850       7,370

   Net book value at 31       8,705    	    -   	 1,951  	 1,832      12,488
 December 2002

  Cost
      At 1 January 2001            -   	    2   	 5,327  	 3,027       8,356
      Additions               10,045   	    -   	   439  	 1,093      11,577
      Disposals                    -   	    -     	  (312)  	  (176)       (488)
	  At 31 December 2001    10,045   	    2   	 5,454 	     3,944      19,445

   Depreciation
      At 1 January 2001            -   	    2   	 3,167  	 1,328       4,497
      Charge for year            670   	    -   	   600  	 1,066       2,335
      Disposals                    -   	    -         (312) 	  (176)       (488)
	  At 31 December 2001        670   	    2        3,455       2,217       6,344

   Net book value at 31        9,375   	    -   	 1,999 	     1,727      13,101
 December 2001


On  5 January 2001 Thomson Directories Limited acquired the title
to  Thomson  House, 296 Farnborough Road, Farnborough,  Hampshire
for the sum of GBP9,550,000 plus associated costs.


12.   STOCKS

                                                      2001    2002
                                                   GBP'000 GBP'000
 Raw materials                                          79     979
 Work in progress                                    7,786   7,151
    Total                                            7,865   8,130

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


13.   DEBTORS

                                                      2001    2002
                                                   GBP'000 GBP'000
   Amounts falling due within one year
    Trade debtors (1)                               17,903  18,673
    Other debtors                                    2,101   1,798
    Amounts owed by group undertakings                   8       -
    Prepayments                                      2,270   1,955
       Total                                        22,282  22,426
   Amounts falling due after one year
    Amounts owed by parent undertaking                   -     189


(1)  Trade debtors are stated net of provisions for doubtful
debts (see note 31).


14.CREDITORS - AMOUNTS FALLING DUE WITHIN ONE YEAR

                                                      2001    2002
                                                   GBP'000 GBP'000

      Bank loans and overdrafts                      1,139   1,062
      Trade creditors                                3,703   4,504
      Amounts owed to parent undertakings           42,291  27,869
      Other creditors                                  101     332
      Corporation tax payable                        2,958   1,299
      Other taxation and social security             4,169   3,539
      Accruals and deferred revenue                 14,114  13,636
         Total                                      68,475  52,241


Included in `Amounts owed to parent undertakings' is an amount  of
GBP26,307,000  (2001:  GBP39,094,000) relating to the  Telecom  Italia
Finance S.A. loan (see note 16).


15.CREDITORS - AMOUNTS FALLING DUE AFTER ONE YEAR

                                                      2001    2002
                                                   GBP'000  GBP'000

      Bank loans and other borrowings              103,809   71,303
      Amounts owed to parent undertaking                 -   46,252
          Total                                    103,809  117,555


Included in `Amounts owed to parent undertaking' is an amount of
GBP41,882,000 (2001 - Nil) relating to the Telecom Italia Finance
S.A. loan (see note 16).

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


16.BANK LOANS AND OTHER BORROWINGS

On  30  July  1999 the Group borrowed GBP70,000,000 under  a  senior
subordinated  bridge financing facility from  CIBC  World  Markets
plc.   This  borrowing  was repaid on 15  October  1999  from  the
proceeds  of  an  issue of GBP70,000,000 Senior Subordinated  Notes.
The  Senior Subordinated Notes incur interest of 12.125%  and  are
repayable  by  15  October  2009.  On  17  March  2000  the  Group
completed an exchange offer on the outstanding GBP70,000,000 12.125%
Senior  Subordinated  Notes.  GBP69,250,000  of  these  notes   were
exchanged  for  GBP69,250,000 12.125% new Senior Subordinated  Notes
(the  `Exchange  Notes').  As of 21 March 2000 the Exchange  Notes
were  registered under the US Securities Act of 1993, as  amended.
Following  the change of control of the Group on 1 August  2000  a
tender  offer  was  made to acquire all the  outstanding  Exchange
Notes  at  101% of the principal amounts outstanding.  Acceptances
were received from holders of GBP2,250,000 of the notes.

On  30  July 1999 the Group borrowed GBP25.0 million under a  senior
discount  bridge financing facility from CIBC World  Markets  plc.
This borrowing was repaid on 15 October 1999 from the proceeds  of
an  issue,  at  a  discount  of 47.366%, of  USD87,360,000  Senior
Discount Notes.  The Senior Discount Notes incur interest of 15.5%
and  are repayable by 15 October 2010. On 17 March 2000 the  Group
completed an exchange offer on the outstanding USD87,360,000 15.5%
Senior  Discount  Notes.  All of these notes  were  exchanged  for
15.5% new Senior Discount Notes (the `Exchange Notes').  As of  21
March  2000  the  Exchange  Notes were  registered  under  the  US
Securities  Act  of  1993, as amended.  Following  the  change  of
control  of the Group on 1 August 2000 a tender offer was made  to
acquire  all  the  outstanding  Exchange  Notes  at  101%  of  the
principal amounts outstanding. No acceptances were received.

On  29  December  2000  the  Group borrowed  GBP54,000,000  under  a
GBP65,000,000  one  year syndicated revolving credit  facility  from
Banca Commerciale Italiana (BCI).  The effective interest rate  on
this  facility  was LIBOR plus 1.10%.  The amount drawn  down  was
used  to repay the amounts outstanding on the existing senior debt
facilities.   On 14 December 2001 the Group repaid the outstanding
balance under this facility from the proceeds of a new GBP65,000,000
facility (see below).

On  14  December  2001  the  Group borrowed  GBP39,000,000  under  a
GBP65,000,000  Multicurrency Facility agreement  with  Sogerim  S.A.
(now  Telecom Italia Finance S.A), a subsidiary of Telecom  Italia
S.p.A.  On 10 September 2002 the Facility was renewed at the lower
level of GBP55,000,000.  During the year the Group repaid a total of
GBP13.5  million  against  these facilities.  The  new  facility  is
repayable  on  the earlier of 10 September 2003  or  a  change  of
control.   The  directors believe they will be able  to  refinance
this  facility  when  it becomes repayable.

During  the year the Group repurchased $75.3 million of its  $87.6
million outstanding Senior Discount Notes. The total cost  of  the
repurchase,  including the premium and write off of  issue  costs,
was GBP6.6 million.

On  12  August 2002 the Group entered into a GBP55,000,000  Facility
Agreement  with  Sogerim S.A. (now Telecom  Italia  Finance  S.A).
This facility is repayable on the earlier of 15 October 2010 or  a
change  of  control.  The Group had drawn down  GBP41,882,000  under
this  facility by 31 December 2002. These draw downs were used  to
finance  the  repurchase  of the Senior Discount  Notes  described
above.  The directors believe they will be able to refinance  this
facility when it becomes repayable.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


16.   BANK LOANS AND OTHER BORROWINGS - continued

Analysis of Loans

Group bank loans and other borrowings at period end are stated net
of  unamortised  issue  costs  of GBP2,522,000  (2001:  GBP3,784,000).
These costs, together with the interest expense, are allocated  to
the  profit and loss account over the term of the facility or debt
instrument at a constant rate on the carrying amount.

                                     Value        Total Issue
                                                     Costs

                                   2001     2002     2001    2002
                                GBP'000  GBP'000  GBP'000 GBP'000
 Senior Discount Notes*          39,411    5,732    1,969   1,969
 Senior Subordinated Notes       67,750   67,750    6,140   6,140
 Telecom Italia Finance S.A.
  borrowings                     39,000   67,382        -       -
        Total                   146,161  140,864    8,109   8,109


*The  Senior  Discount Notes are denominated  in  US  dollars  and
accrete to US$12.06 million by 15 October 2004.

The maturity analysis of the Group's bank and other borrowings  is
as follows:

                                                    2001     2002
                                                 GBP'000  GBP'000
   Within one year                                40,691   27,712
   Between 1 and 2 years                               -        -
   Between 2 and 3 years                               -        -
   Between 3 and 4 years                               -        -
   Between 4 and 5 years                               -        -
   After 5 years                                 107,161  115,364
   Issue costs                                    (3,784)  (2,522)
        Total Loans                              144,068  140,554


17.    FINANCIAL INSTRUMENTS

Treasury

The  Group's financial instruments comprise borrowings,  cash  and
liquid  resources,  as  well as derivative financial  instruments.
Short  term  trade debtors and trade creditors have been  excluded
from  the  following  disclosures other  than  those  relating  to
currency  risk.  The main purpose of all the financial instruments
other  than  the derivatives is to raise finance for  the  Group's
operations.   The  Group does not trade in financial  instruments.
The   Group   periodically  enters  into  derivative  transactions
(generally  foreign  exchange contracts).  The  purpose  of  these
transactions is to manage currency risk.

The  main risks arising from the Group's financial instruments are
interest rate risk, liquidity risk and foreign currency risk.  The
Board reviews and agrees policies for managing each of these risks
as  described below. The policies adopted following the  formation
of  the  Group  have been applied consistently until  early  2002.
Subsequently, the Group has replaced some high cost fixed interest
dollar  bonds  with lower cost variable rate sterling  borrowings.
This  policy  has  added  slightly  to  interest  rate  risk,  but
significantly  reduced  both the cost of borrowings  and  currency
risk.


 TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


17.   FINANCIAL INSTRUMENTS

Interest rate risk

The  Group  finances  its  operations  through  a  combination  of
profits,  long-term  loans,  high  yield  debt  finance  and  bank
borrowings.  The directors aim to minimise exposure to fluctuating
interest  rates  along with the potential impact on  liquidity  by
holding  a significant proportion of borrowings on fixed  interest
rates.

The  Group raised high yield debt at fixed rates during 1999.  The
debt  was raised in the form of Sterling and US Dollar bonds.  The
Sterling  bonds were issued for GBP70 million, 96.8% of  which  were
still outstanding at 31 December 2002. The Dollar bonds had a face
value  of  $87.36  million issued at 47.366%  of  face  value  and
accreting  for  5  years  to  attain the  face  value.  The  Group
repurchased  86.2% of these Dollar bonds during 2002 using  a  new
variable  rate loan facility from Telecom Italia Finance S.A.  The
Group  has  also  raised  long term loans  using  both  fixed  and
variable instruments.

  At  31  December  2002  52.2%  (2001:   73.3%)  of  the  Group's
borrowings were at fixed rates.


Liquidity risk

The Group policy is to ensure that it maintains continuous sources
of funding with at least 50% of its borrowings maturing after more
than five years.

At  31 December 2002 81.9% were due to mature in more than 5 years
(2001: 73.3%).


Foreign currency risk

The  Group  raised part of its high yield debt denominated  in  US
dollars.   The principal amount of the debt was US$87.36  million,
but  it  was issued on 13 October 1999 at 47.366% of the principal
amount.   The debt accretes value at 15.5% p.a. for 5 years  after
which interest is payable.  The principal value is repayable on 15
October  2010.   The  value of this instrument had  reached  $57.2
million, translated to GBP39.4 million, at 31 December 2001.  During
2002, the Group repurchased 86.2% of these bonds. Consequently, at
31  December 2002 the value of this instrument was US $9.2 million
translated to GBP5.7 million.

The   directors  introduced  partial  currency  hedging  for  this
instrument in March 2002. From April 2002 to December 2002 hedging
covered between 95% and 100% of the US dollar exposure.

At  31 December 2002 the Group held Euro denominated bank balances
of Euro 60,000 or GBP40,000
(2001: Euro 105,000 or GBP64,000).

Financial assets and liabilities

The  Group has chosen not to include short term debtors and  short
term  creditors  in the analysis of Financial Instruments,  either
due  to the exclusion of short term items, or because they do  not
meet the definition of a financial asset or financial liability.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


17.   FINANCIAL INSTRUMENTS - continued

Financial assets

The  Group  had the following financial assets all of  which  were
held as part of the financing arrangements of the Group:

                                    2001      2002
                                  GBP'000   GBP'000    Ruling currency

  Hedging contracts                    -         -    US Dollars
  Cash and short term deposits     1,612     1,456    Pounds sterling
  Cash and short term deposits        64        40    Euro
  Cash and short term deposits         1         -    US Dollars

     Total                         1,677     1,496

Hedging  contracts with a market value of GBP5,725,000 are  held  as
protection  against US dollar exposure. These,  however,  are  not
recognised on the Balance Sheet.

The short-term deposits are placed on money markets for overnight,
7  day  and monthly periods.  By this method the directors aim  to
maximize interest earnings whilst balancing the liquidity needs of
all the companies within the Group.

The  interest  rate risk associated with financial  assets  is  as
follows:

  Currency                               Short-term deposits
                                             GBP'000

   At December 2002
   Sterling                                  1,044
   Euro                                          -
   US Dollars
   Total                                         -
                                             1,044


   At December 2001
   Sterling                                  1,607
   Euro                                         64
   US Dollars
   Total                                         1
                                             1,672

The  short  term  deposits  earn variable  interest  rates.  Other
sterling  balances included in the table of financial  assets  are
not interest bearing.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


17.   FINANCIAL INSTRUMENTS - continued

Financial liabilities

The  interest  rate  profile of the Group's financial  liabilities
(including accrued interest) at 31 December was:

                              Floating     Fixed        Financial
                                Rate        rate       Liabilities
                             Financial    Financial    on which no
   Currency         Total   Liabilities  Liabilities  Interest is paid
                    GBP'000    GBP'000     GBP'000  	GBP'000

   At 31 December 2002

   Sterling          135,132   67,382      67,750         -
   US Dollars          5,732        -       5,732         -
                     140,864   67,382      73,482         -

   At 31 December 2001

   Sterling          106,750   39,000      67,750         -
   US Dollars         39,411        -      39,411         -
                     146,161   39,000     107,161         -


                                                    Financial
                            Fixed rate financial   liabilities
                                liabilities        on which no
                                                   interest is
                                                       paid

                           Weighted    Weighted      Weighted
                           average     average       average
                           interest   period for   period until
                             rate     which rate     maturity
                                       is fixed

Currency                      %         Years         Years

At 31 December 2002
Sterling                    12.13        6.8              -
US Dollars                  15.50        7.8              -
                            12.39        6.9              -

At 31 December 2001
Sterling                    12.13        7.8              -
US Dollars                  15.50        8.8              -
                            13.37        8.2              -

The   floating   rate  financial  liabilities  comprise   sterling
denominated  bank borrowing that bear interest at rates  based  on
LIBOR  or EURIBOR. The average rate of interest on these loans  at
31 December 2002 was 5.57% (4.90% at 31 December 2001).


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


17.   FINANCIAL INSTRUMENTS - continued

Foreign currency exposures

The  table  below shows the Group's currency exposures  that  give
rise  to  net gains and losses recognised in the profit  and  loss
account.   These  exposures  represent  the  monetary  assets  and
monetary  liabilities  of the group that are  not  denominated  in
sterling.

As  stated  under "Foreign Currency Risk" the directors introduced
hedging  of  US  dollar exchange rate exposure on the  Group's  US
dollar  bonds  in March 2002. The Group's US Dollar  exposure  was
fully hedged at 31 December 2002.

   Net foreign currency monetary assets/(liabilities) in GBP'000

   Currency of operation        US Dollar        Euro      Total

At 31 December 2002
Sterling                                -          40         40

At 31 December 2001
Sterling                         (39,410)          64   (38,346)


Maturity of financial liabilities

The   maturity   profit  of  the  Group's  financial   liabilities
(excluding short-term creditors) as at 31 December was as follows:

                                                 2001        2002
                                              GBP'000     GBP'000

  In one year or less or on demand             39,000      25,500
  Between one and five years                        -           -
  In more than five years                     107,161     115,364
                                              146,161     140,864

Borrowings facilities

The Group has an agreed revolving credit facility with its bankers
which  constitutes an "undrawn committed borrowing facility".   As
at  31 December 2002 the undrawn balance of this facility on which
all conditions precedent had been met was as follows:
                                                          GBP'000

 Expiring in one year or less on demand                      3000

The  Group  also  has  two agreed credit facilities  with  Telecom
Italia Finance S.A., a subsidiary of Telecom Italia S.p.A.

                                                          GBP'000
  The undrawn balance of these facilities, expiring
  in one year or less or on demand, is:                    15,493

  The undrawn balance of these facilities, expiring
  in 5 years or	more, is:                                  13,117

      Total                                                28,610

The  facilities can be drawn at interest rates based on  LIBOR  or
EURIBOR.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


17.            FINANCIAL INSTRUMENTS - continued

Fair values of financial assets and financial liabilities

Set  out below is a comparison by category of book values and fair
values   of   all  the  Group's  financial  assets  and  financial
liabilities as at 31 December 2002:

                                                     Book     Fair
                                                    value    value
                                                  GBP`000   GBP`000
Primary financial instruments held or issued to
finance the Group's operations:
  Short term borrowings and current portion of
long term borrowings                             (25,500)  (25,500)
  Long term borrowings                          (115,364) (121,018)
  Cash deposits                                    1,496     1,496
Derivative financial instruments held to hedge
the currency exposure on expected future
purchases:
  Forward exchange currency contracts               (106)    (106)


Set  out below is a comparison by category of book values and fair
values   of   all  the  Group's  financial  assets  and  financial
liabilities as at 31 December 2001:

                                                     Book     Fair
                                                    value    value
                                                  GBP`000   GBP`000

Primary financial instruments held or issued to
finance the Group's operations:
  Short term borrowings and current portion of
long term borrowings                              (39,000)  (39,000)
  Long term borrowings                           (107,161) (121,335)
  Cash deposits                                     1,677     1,677
Derivative financial instruments held to hedge
the currency exposure on expected future
purchases:
  Forward exchange currency contracts                   -        -

Market  values have been used to determine the fair value  of  all
forward foreign currency contracts listed debt issued.

Gains and losses on hedges

The Group enters into forward foreign currency contracts to
eliminate the currency exposures that arise on purchases
denominated in foreign currencies when those borrowings are
arranged. This policy was introduced during 2002.

Changes in the fair value  of instruments used as hedges are
recognised in the financial statements on an ongoing basis. There
were no unrecognised hedging gains or losses at 31 December 2002
(2001 - Nil). Exchange losses incurred on unhedged currency
exposure early in 2002 or on partly hedged currency exposure at
other times during the year totalled GBP4,369,000.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


18.PROVISIONS FOR LIABILITIES AND CHARGES

                                                  2001     2002
                                                 GBP'000    GBP'000
  Provisions for liabilities
and charges comprise:
     Provision for onerous contracts               160      120
     Deferred tax                                    -        -
                                                   160      120

The onerous contract provision relates to the expected loss on the
remainder of the lease term for the Enfield property.

                                                 Year      Year
                                                 ended    ended
                                                  31        31
                                               December  December
                                                 2001      2002
                                               GBP'000    GBP'000

  Balance as at beginning of period              1,268      160
  Charge/(release) to profit and loss account
               - onerous contracts provision    (1,108)     (40)
  Balance at end of period                          160     120

Financial Reporting Standard 19 - Deferred Tax has been adopted
during the year. As at 31 December 2002 the following deferred
tax assets have not been recognised in the balance sheet:

                                                  2001    2002
                                               GBP'000   GBP'000
  Accelerated capital allowances                   356     260
  Pension costs                                   (31)     100
  Onerous contracts                                 48       -
  Tax losses                                       475     475
  Other timing differences                         638     539
          Deferred tax asset                     1,486   1,374

The  deferred tax assets have not been recognised in  the  balance
sheet  as  they  are  not expected to reverse in  the  foreseeable
future.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


19.  INTEREST IN JOINT VENTURE
                                                  2001    2002
                                               GBP'000   GBP'000
  At 1 January                                  (4,489)      -
  Share of loss retained                          (803)      -
  Reversal of share of losses on disposal        6,099       -
  Disposal of investment                          (807)      -
  At 31 December                                     -       -

Net book value at 31 December                        -       -


At  31 December 2000 the Group had a 47% joint venture interest in
a  Belgian directory start-up company, TDL Belgium S.A.,  acquired
for GBP807,000 in 1999.

On  30 March 2001 the Group sold its investment in, and loans  to,
TDL Belgium S.A. to a newly formed company, TDL Investments BV,  a
wholly  owned subsidiary of TDL Infomedia Limited.  The investment
and  loans  were  sold  for  GBP4.1 million,  the  net  asset  value
reflected in the Group's accounts on the date of sale.


20.   SHARE CAPITAL AND SHARE PREMIUM

Share Capital

                                          2000      2001     2002
Authorised                              GBP'000   GBP'000  GBP'000
   45,000,000 Ordinary shares of
GBP0.01 each							   450       450      450

Issued, called up and fully paid
   39,712,444 Ordinary shares of
GBP0.01 each							   397       397      397


Share Premium

 Balance at 1 January and 31 December   39,315    39,315   39,315


21.   OTHER RESERVES

                                          2000     2001     2002
                                        GBP'000  GBP'000  GBP'000
Balance at 1January and 31 December     40,000   40,000   40,000


On  30  July  1999  the Company received a distributable,  capital
contribution  of  GBP40,000,000 from TDL Infomedia Finance  Limited.
The  contribution was made by payment of GBP28,566,000 in  cash  and
the transfer of 76,244 shares in TDL Group Limited


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


22.            PROFIT AND LOSS ACCOUNT

                                                  2001        2002
                                                GBP'000     GBP'000
  Opening balance                               (19,227)    (29,475)
  Retained loss for the period                  (10,248)    (11,792)
  Closing balance                               (29,475)    (41,267)


23.            RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

                                         Year     Year      Year
                                        ended    ended     ended
                                          31       31       31
                                       December December  December
                                         2000     2001      2002
                                      GBP'000   GBP'000   GBP'000
  Retained loss for the period        (16,635)  (10,248)  (11,792)
  Opening shareholders' funds          77,120    60,485    50,237
  Closing shareholders' funds          60,485    50,237    38,445


24.            PENSIONS

The pension scheme is a defined benefit scheme, externally funded,
and  the  Group assets are held in a separate trustee administered
fund.   The trustee company is Thomson Directories Pension Company
Limited.  The  pension  cost is assessed in  accordance  with  the
advice received from an independent qualified actuary on the basis
of financial valuations.

The cost for the period was:

                                         Year     Year     Year
                                        ended    ended    ended
                                          31       31       31
                                       December December  December
                                         2000     2001     2002
                                      GBP'000   GBP'000  GBP'000
  Regular pension cost at 8.84%
(2001: 8.7%) of pensionable salaries    1,148    1,405    1,383
  Imputed interest at 8% (2001: 8%)
on prepayment                            (285)    (112)      (8)
       Total                              863    1,293    1,375


The regular pension cost percentage was amended from 8.7% to 8.84%
based  on  actuarial assumptions following changes to  the  scheme
that  restricted membership to employees with at least  12  months
service  (to 30 June 2000 - 8%). The interest rate of  8%  (to  30
June  2000  -  10.5%)  is based on information  contained  in  the
actuarial  valuation at 30 June 2000. The restatement  reflects  a
revision to the imputed interest calculation.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


24.            PENSIONS - continued

The  triennial valuation of the scheme was carried out at 30  June
2000  using  the  Projected Unit Method. The material  assumptions
were:

                                                       Realistic
                                                         Basis
  Rate of return on investments
   - during active membership                            8.0%
   - at other times                                      6.3%
  Increase in pensionable salaries                       4.8%
  Increase in pensions                                   2.7%

The  actuarial valuation at 30 June 2000 (performed by  actuaries,
Hewitt, Bacon  and  Woodrow) showed that the market value of the
scheme's assets  was  GBP31,000,000  and that the actuarial  value
of  those assets  represented  120%  of the benefits  that  had
accrued  to members, after allowing for expected future increases
in earnings. Cash  contributions from the company resumed during
2002,  at  the rate  of  6% of pensionable salariers (2001: 0%).
The contribution of employees remains at between 4.0% and 5.5% of
earnings.

A  provision  of  GBP0.3 million is included in current  liabilities
(2001: prepayment of GBP0.1 million).

Pension disclosure statement in respect of FRS 17

The  following additional disclosure on pensions is required under
Financial Reporting Standard 17.

The  valuation used for this disclosure has been based on the most
recent  actuarial  valuation of the Scheme  as  at  30  June  2000
updated by an independent qualified actuary to take account of the
requirements of FRS 17 in order to assess the liabilities  of  the
Scheme  at  31 December 2002.  Scheme assets are stated  at  their
market values at 31 December 2002.


Actuarial Assumptions adopted as at 31 December

                                                2001      2002
  Discount rate                                5.8% pa    5.6% pa
  Rate of general increase in salaries         4.5% pa    3.8% pa
  Rate of price inflation                      2.5% pa    2.3% pa
  Rate of increase to pensions in payment      2.5% pa    2.3% pa


Assets  in the Scheme and their expected rates of return as  at
  31 December

  Main Asset Categories  Long term  Value as  Long term Value as
                          rate of      at      rate of     at
                          return       31      return      31
                         expected   December  expected  December
                           as at      2001      as at     2002
                            31       GBP'000       31       GBP'000
                         December             December
                           2001                 2002

  Equities                8.0% pa    22,985     8.1% pa    18,953
  Corporate Bonds         5.8% pa     1,046     5.0% pa       966
  Government Bonds        5.0% pa     2,932     4.5% pa     2,374

  Total Market Value                 26,963                22,293


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


24.    PENSIONS - continued

Value of Scheme Assets and Liabilities as at 31 December

                                                   2001      2002
                                                  GBP'000     GBP'000

  Market Value of Scheme Assets                   26,963    22,293
  Present Value of Scheme Liabilities             32,809    37,289
  Deficit in the Scheme                           (5,846)  (14,996)

The  related  deferred tax asset at the standard  rate  of  30%
would be GBP4,499,000 (2001: GBP1,754,000).

Components of the Pension Charge if FRS 17 had been adopted

If FRS 17 had been adopted in these accounts the Profit and Loss
account would have included the following:

                                                           2002
                                                          GBP'000

  Amount chargeable to Operating Profit
   Current Service Cost                                   2,264

  Amount credited to Other Finance Income
   Expected Return on Scheme Assets                      (2,044)
   Interest on Scheme Liabilities                         1,903

  Net Credit                                               (141)


If  FRS 17 had been adopted in these accounts the Statement  of
Total  Recognised  Gains  and Losses would  have  included  the
following:

Analysis  of  amount  recognised  in  the  Statement  of  Total
Recognised Gains and Losses (STRGL)

                                             2002    % of scheme
                                            GBP'000    assets/liabilities


  Actual return less expected return on                34.4% of
   Scheme Assets                            (7,675)  scheme assets
  Experience gains and losses arising on               0.9% of
   Scheme Liabilities                          318      scheme
                                                     liabilities
  Changes in assumptions underlying the                1.6% of
  present value of the Scheme Liabilities               scheme
                                              (609)  liabilities

  Actuarial loss recognised in the STRGL    (7,966)


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


24.            PENSIONS - continued

Pension disclosure statement in respect of FRS 17 - continued

The movement in the deficit in the Scheme during 2002 under FRS
17 reporting would have been as follows:

                                                           2002
                                                          GBP'000

  Deficit in the scheme at the start of the year         (5,846)
  Current Service Cost                                   (2,264)
  Contributions                                             939
  Past service costs                                          -
  Other finance income                                      141
  Actuarial loss                                         (7,966)

  Deficit in the scheme at the end of the year          (14,996)


Impact on the Group's Balance Sheet if FRS 17 had been adopted

                                                   2001      2002
                                                GBP'000     GBP'000

  Net assets                                     50,237     38,445
  Pension liability under FRS 17                 (5,846)   (14,996)
  Additional pension adjustment
                                                   (104)       332
  Net assets if FRS 17 were adopted              44,287     23,781

  Profit and loss Reserve                        29,475    (41,267)
  Pension reserve under FRS 17                   (5,846)   (14,996)
  Additional pension adjustment                    (104)       322

  Profit  and  loss  reserve  if  FRS  17
  were adopted                                  (35,425)   (55,931)


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


25.            OPERATING LEASES

                                                         2002
                                                        GBP'000
    Annual commitments under non-cancellable
  operating leases which are as follows:

       Land and buildings
         Within one year                                   57
         Between one and five years                       188
         After five years                                  77
                                                          322
       Other
         Within one year                                  244
         Between one and five years                     1,703
         After five years
                                                            -
                                                        1,947


26.            CAPITAL COMMITMENTS
                                                2001     2002
                                              GBP'000   GBP'000

  Capital  expenditure commitments contracted
  for but not provided							  37      107


27.            RELATED PARTY TRANSACTIONS

In  July  1998, Thomson Directories Limited formed a joint venture
with  InfoSpace.com, Inc. pursuant to which TDL InfoSpace (Europe)
Limited, the joint venture vehicle, would develop Internet content
services  by acquiring Internet content, developing technology  to
enable  the  use of that content such as through data  search  and
retrieval  and developing distribution channels for  the  sale  of
that  content  and  technology.  Thomson Directories  Limited  and
InfoSpace.com,  Inc. each initially contributed  GBP300,000  to  the
joint venture. Gary List, the Chief Executive Officer of TDL Group
Limited  and  Thomson  Directories  Limited,  was  a  director  of
InfoSpace.com, Inc. from July 1998 to May 2000.

TDL  InfoSpace  (Europe) Limited holds non-exclusive  licences  of
Thomson  Directories'  database and InfoSpace.com,  Inc's  website
technology  for the purposes of developing and marketing  Internet
content services. In addition, for the period July 1998 to  August
2000,  Thomson  Directories  Limited and  TDL  InfoSpace  (Europe)
Limited  were parties to a website services agreement under  which
TDL InfoSpace (Europe) Limited hosted Thomson Directories' website
(www.thomweb.co.uk) and Thomson Directories had an exclusive sales
agency  agreement  with  TDL InfoSpace (Europe)  Limited  to  sell
enhanced classified business listings on their behalf to customers
in  the  United Kingdom.  We retained a sales commission for  this
activity and paid an annual fee to TDL InfoSpace (Europe)  Limited
for their services.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


27.            RELATED PARTY TRANSACTIONS - continued

In  January 1999, Thomson Directories Limited sold its interest in
TDL  InfoSpace (Europe) Limited at cost for GBP300,000  to  TDLI.com
Limited,  a  company  owned by the principal shareholders  of  TDL
Infomedia   Limited.  At  the  time  four  directors  of   Thomson
Directories Limited, Mr GC List, Ms LM Pancratz, Mr JG Hudson  and
Mr KJ Watson were directors of TDLI.com Limited. At the time seven
directors of TDL Group Limited, Mr GC List, Ms LM Pancratz, Mr J G
Hudson,  Mr  KJ  Watson, Mr HW Battcock, Mr BR Norman  and  Mr  EA
Barton  were directors of TDLI.com Limited. On 29 January 1999  Mr
GC  List, Ms LM Pancratz, Mr KJ Watson, Mr JG Hudson, Mr BR Norman
and  Mr  HW  Battcock and their immediate families held beneficial
interest  in shares of TDL Group Limited and TDLI.com Limited.  In
addition,  Mr  HW  Battcock had an interest  in  funds  which  had
invested in TDLI.com Limited and TDL Group Limited.

In  connection  with its purchase of the joint  venture  interest,
TDLI.com  Limited  assumed some of the rights and  obligations  of
Thomson  Directories  Limited under the  agreement  governing  the
joint  venture.  However, Thomson Directories  Limited  agreed  to
guarantee  the  performance by TDLI.com  Limited  of  all  of  its
obligations under the agreement.

TDLI.com  Limited's  purchase of the joint  venture  interest  was
funded  by Thomson Directories Limited pursuant to an intercompany
funding  agreement, with interest accruing at four  per  cent  per
annum  above the base rate at Barclays Bank plc. As at 30 December
1999,  the  amount  outstanding  under  the  intercompany  funding
agreement was GBP300,000.

During the period 1 January 1999 to 30 July 1999 and the period 31
July 1999 to 31 December 1999 GBP29,166 and GBP20,833 respectively was
received  in  connection with the Database Licence agreement  with
TDL InfoSpace (Europe) Limited.

The  amounts received as sales commission and paid as  fees  under
the Website Services agreement with TDL InfoSpace (Europe) Limited
during  the  period  1 January 1999 to 30 July  1999  amounted  to
GBP1,427,000  and  GBP44,450 respectively.  The  amounts  received  as
sales commission and paid as fees under this agreement during  the
period 31 July 1999 to 31 December 1999 amounted to GBP1,417,000 and
GBP56,623  respectively.  The amounts received as  sales  commission
and  paid as fees under this agreement during the period 1 January
2000  to  31  August  2000  amounted to  GBP3,113,616  and  GBP117,128
respectively.

During the periods 1 January 1999 to 30 July 1999 and 31 July 1999
to  31 December 1999 GBP51,292 and GBP88,654 respectively was received
in  respect  of  costs  incurred by the Group  on  behalf  of  TDL
InfoSpace (Europe) Ltd.  During the year to 31 December  2000  the
Group received GBP394,184 and from TDL InfoSpace (Europe) Limited in
connection with costs incurred by the Group on its behalf.

On 1 September 2000, InfoSpace Inc (previously InfoSpace.com Inc.)
acquired 100% of the issued share capital of TDLI.com Limited. The
amounts  owed  by TDLI.com Limited to Thomson Directories  Limited
under  the intercompany funding agreement were settled in full  on
completion  of the sale and, with the exception of the restriction
from  engaging in activities that would compete with TDL InfoSpace
(Europe)  Limited (which remains in effect for  a  period  of  one
year),   Thomson  Directories  Limited  was  released   from   all
obligations  and  guarantees  under  the  TDL  InfoSpace  (Europe)
Limited  joint  venture  agreement. Mr  List,  Mr  Watson  and  Ms
Pancratz  resigned  as  directors  of  TDLI.com  Limited  and  TDL
InfoSpace (Europe) Limited at that time.

Thomson Directories Limited continues to licence its database on a
non-exclusive  basis to TDL InfoSpace (Europe) Limited  under  the
terms  of  a revised database licence agreement dated 1  September
2000 for the purposes of TDL InfoSpace (Europe) Limited developing
and marketing Internet content services.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


27.            RELATED PARTY TRANSACTIONS - continued

On 1 September 2000 Thomson Directories Limited entered into a new
website   and  merchant  services  agreement  with  TDL  InfoSpace
(Europe) Limited pursuant to which Thomson Directories Limited has
exclusive  rights  to sell preferred listings  on  the  "InfoSpace
Network"  in  the  United Kingdom.  We pay a monthly  fee  to  TDL
InfoSpace  (Europe)  Limited based on  the  revenues  earned  from
advertisers or other third parties purchasing listing enhancements
provided under this agreement.  The agreement also sets forth  the
revenue sharing arrangements in respect of revenue generated  from
sales of banner advertisements and sponsorship.

On  30  July 1999 the Company purchased an interest in  TDL  Group
Limited.   Three  directors of the Company,  Mr  GC  List,  Ms  LM
Pancratz and Mr KJ Watson, were directors of TDL Group Limited and
had  a  beneficial  interest in both TDL  Group  Limited  and  TDL
Infomedia Limited, the Company's ultimate holding Company, at  the
time.

Thomson Directories Limited recharges the Thomson Pension Fund the
costs  of administration and independent advisors borne by Thomson
Directories  Limited.   The total amount recharged  in  the  seven
month period to 30 July 1999 was GBP43,887 and during the five month
period  from  31 July 1999 to 31 December 1999 was  GBP15,281.   The
total  amounts recharged during 2000, 2001 and 2002 were  GBP13,264,
GBP22,874 and GBP25,568 respectively.

On  22  September  1999 the Company loaned  GBP52,120  to  Singer  &
Friedlander Trust Company (Isle of Man) Limited Trustee of the TDL
Employee Incentive Trust.

Prior to the sale of TDL Belgium on 30 March 2001 the Group loaned
BEF  146 million, BEF 331 million and BEF100 million to the  joint
venture during 1999, 2000 and 2001 respectively.  On 30 March 2001
the  Group sold its investment in, and loans to, TDL Belgium  S.A.
to  a  newly  formed company, TDL Infomedia B.V., a  wholly  owned
subsidiary  of  TDL Infomedia Limited.  The investment  and  loans
were  sold for GBP4.1 million, the net asset value reflected in  the
Group's  accounts  on the date of sale.  Three  directors  of  the
company,  Mr  GC List, Ms LM Pancratz and Mr KJ Watson  were  also
directors of TDL Belgium S.A. throughout 2001.  Mr GC List retired
on 1 February 2002.

During  2001 the Group recharged MyBlueCat.com Limited,  a  wholly
owned subsidiary of TDL Infomedia Limited, GBP40,000 (2001: GBP40,000)
in  respect of management charges and GBP198,608 (2001: GBP767,143) in
respect  of  other costs.  Two of the directors of the  Group,  Ms
Pancratz  and  Mr  Watson  are  also  directors  of  MyBlueCat.com
Limited.    On   31   December  2001  the  Group  purchased   from
MyBlueCat.com Limited, a wholly owned subsidiary of TDL  Infomedia
Limited, computer equipment at its net book value of GBP162,275.  On
19  December  2002  the  Group purchased the  net  liabilities  of
MyBlueCat.com Limited at their net book value of GBP1,000.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


28.    POST BALANCE SHEET EVENTS

On  10 February 2003 the Group repurchased a further US$785,000  in
aggregate  principal amount at maturity of its  outstanding  Senior
Discount  Notes. These repurchased Notes have since been cancelled.
As  a  result of the repurchase, the aggregate principal amount  at
maturity  of  the Notes outstanding at the date of this  report  is
US$11,275,000.

On  12  March  2003  the Group's Italian holding  company,  Telecom
Italia  S.p.A.,  announced its intention  to  merge  with  Olivetti
S.p.A.  As  part of this restructuring Telecom Italia  S.p.A.  also
announced  that it no longer regards its directories businesses  as
core  to  ongoing operations. Consequently, there is a  possibility
that  SEAT  Pagine  Gialle  S.p.A., the  immediate  Italian  parent
company  of  the  Thomson Group, may be disposed  of.  All  of  the
Group's  facility agreements with Telecom Italia Finance  S.A.  are
repayable on demand upon such a change of control.


29.    ULTIMATE HOLDING COMPANY

The immediate parent undertaking is TDL Infomedia Finance Limited.
The ultimate U.K. holding company is TDL Infomedia Limited.

The  Group's  holding  company and controlling  party  is  Pirelli
S.p.A. Copies of the holding company's financial statements may be
obtained from the Company Secretary of Pirelli S.p.A., Viale Sarca
222, 20126, Milan, Italy.


30. NEW U.K. ACCOUNTING STANDARDS

In  2000  the  U.K.  Accounting  Standards  Board  ("ASB")  issued
Financial Reporting Standard ("FRS") 17 "Retirement Benefits".

FRS 17 introduces radical changes to the way companies account for
defined benefit pension schemes.  The FRS approaches pension  cost
accounting  from  a  balance sheet perspective, requiring  pension
scheme  assets  to  be  measured at market value,  pension  scheme
liabilities to be measured using an actuarial valuation method and
discounted  using a corporate bond rate and the resulting  pension
scheme  surplus  or  deficit to be recognised immediately  on  the
company  balance   sheet. Actuarial gains and  losses  are  to  be
recognised  immediately in the statement of recognised  gains  and
losses.  The cost of benefit improvements are to be charged to the
profit  and loss account as soon as they vest.  The Group  is  not
required  to adopt the FRS fully until the year ending 31 December
2003 although additional disclosure has been provided in note  24,
as required.

FRS  19  introduces a form of full provision method of  accounting
for  deferred  tax.   It  requires tax to be  provided  on  timing
differences  that have originated but not reversed by the  balance
sheet  date, but only where the company has an obligation  to  pay
more tax in the future as a result of the reversal of those timing
differences.   The  Group adopted FRS 19 for  the  year  ended  31
December 2002. Prior year results have been restated but  with  no
impact.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

The  accompanying  financial  statements  have  been  prepared  in
accordance  with accounting principles generally accepted  in  the
United Kingdom ('U.K. GAAP'), which differ from generally accepted
accounting principles in the United States ('U.S. GAAP').

The  following is a summary of the adjustments to profit after tax
for  the  financial year and shareholders' funds which would  have
been required if U.S. GAAP had been applied instead of U.K. GAAP.


Work in progress

Under  U.K.  GAAP, sales related costs and other  direct  overhead
amounts are deferred and capitalised as inventoriable costs to the
extent  the  expenditures are incurred in  the  normal  course  of
business  to bring the product or service to its present  location
and  condition.  Previously under US GAAP this treatment was  also
acceptable.  However,  after  giving  consideration  to   guidance
provided  by SEC Staff Accounting Bulletin (SAB) No. 101, "Revenue
Recognition    in    Financial   Statements"    (and    subsequent
interpretations) the Group changed its accounting for the deferral
of  sales  and other related overheads for US reporting  purposes.
Based  upon  the  new guidance, the Group defers only  incremental
direct  costs associated with selling and creating the directories
for  US  GAAP reporting.  The Group recorded a one-time, after-tax
earnings  reduction of GBP3,580,000, GBP(0.09) per share,  during  the
year  ended 31 December 2000 to reflect the cumulative  effect  of
the accounting change.


Goodwill

Under  U.K. GAAP, for accounting periods ended before 23  December
1998, goodwill arising on the acquisition of a subsidiary could be
set  off against reserves in the year in which that subsidiary was
acquired.  Under  U.S.  GAAP,  such goodwill  is  capitalised  and
amortised  through the profit and loss account over its  estimated
useful   life,  not  exceeding  40  years.  The  Company  has   an
amortisation  period of 15 years.   For U.S.  GAAP  purposes,  the
carrying  amount of goodwill is periodically compared with  future
estimated  cash flows over the remaining amortisation  period.  In
the  event the carrying value is in excess of the future estimated
undiscounted  cash flows from operating activities, an  impairment
loss is recognised.

Under  U.K.  GAAP,  assets which are not considered  ''separable''
from   the  principal  business  under  FRS  7  ''Fair  Value   in
Acquisition  Accounting'' are included as goodwill on acquisition.
U.S.   GAAP  requires  that  intangible  assets  related  to  name
licences,  patents and brand names be excluded from  goodwill  and
treated as intangible assets. See ''Name Licence'' below.

TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued

Goodwill - continued

The  cost of goodwill under US GAAP is based on 54.69% carry  over
of  the  goodwill from the acquisition completed in June 1997  and
45.31%  of  the  goodwill from the acquisition completed  in  July
1999.  The new accounting basis for TDL Infomedia Holdings plc  is
based  on  Apax  Partners & Co Ventures Limited's  acquisition  of
45.31%  of the outstanding voting stock of TDL Infomedia  Limited,
the  ultimate holding company of TDL Infomedia Holdings plc.   The
fair value of net liabilities acquired on this basis under US GAAP
on  the 30 July 1999 were GBP27,415,000. Under U.K. GAAP, fair value
adjustments  relate  to original estimates  which  were  made  for
pension  prepayments, investments and creditor balances. The  fair
value  of the pension prepayment for U.S. GAAP was recorded at  31
December 1999.

The  Group  performed impairment reviews in respect of long  lived
assets,  including  goodwill, following  the  acquisition  of  its
ultimate  U.K.  holding company, TDL Infomedia  Limited,  by  SEAT
Pagine  Gialle  SpA on 1 August 2000, in light of changing  market
conditions.   A similar impairment review was carried  out  on  31
December  2001.   No adjustment to carrying values was  considered
necessary by the Group at that time.

TDL Infomedia Holdings plc has complied with FAS 142
"Goodwill and Intangible Assets" with effect from 1 January
2002. As a consequence of the adoption of FAS 142 as from 1
January 2002, goodwill amortization under US GAAP ceased
from that date. FAS 142 changes the accounting measurement
for goodwill from an amortization method to an impairment
only method.

On  adoption  of  FAS  142,  the Group  tested  the  existing
goodwill  for  impairment. The Group is considered  to  be  a
single reporting unit for the purpose of the test. The  first
step  of  the  goodwill impairment test did not  identify  an
impairment, consequently no adjustment to carrying values  at
31 December 2002 was considered necessary by the Group.

FAS 142 does not require prior periods to be restated.
Therefore, in all tables presented in this note, 2002
amounts are presented in compliance with FAS 142 whereas
2001 and 2000 amounts are not. The following table sets
forth on a post-tax basis what the Group's consolidated US
GAAP net loss would have been in 2001 and 2000 if adjusted
to exclude amortisation expense related to goodwill that are
no longer amortised.

                                         2000     2001     2002
                                      GBP'000   GBP'000   GBP'000

Reported net loss under US GAAP       (15,298)  (24,931)  (14,557)
Amortisation expense for
goodwill                                6,349     7,551        -
Adjusted net loss under US GAAP        (8,949)  (17,380)  (14,557)


Carrying amount of goodwill

The movements in the carrying amount of goodwill recognised under
U.S. GAAP for the years ended 31 December 2002, 2001 and 2000
were as follows:

                                         2000     2001     2002
                                      GBP'000   GBP'000   GBP'000

1 January                             104,802    98,453    90,902
Additions due to purchase business
combinations							    -         -         -
Amortisation expense                   (6,349)   (7,551)        -
Impairment losses                           -         -         -

31 December                            98,453    90,902    90,902




TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued

Pension plans

U.S.  GAAP  requires  readjustment of  the  significant  actuarial
assumptions  annually  to  reflect  current  market  and  economic
conditions  in  determining the provision  for  pension  benefits.
U.K.  GAAP  permits  the use of longer term  discount  rates.   In
addition  to  the  difference in discount rates, the  amortisation
procedure  under  U.S.  GAAP  applies  a  corridor  approach   for
recognising  gains  and  losses in the determination  of  periodic
expense.  The corridor approach shields actuarial gains and losses
falling within a defined corridor from required amortisation.  The
corridor  is defined as the greater of 10 per cent of the  market-
related  asset  value  or  10 percent  of  the  projected  benefit
obligation as of the beginning of the year.

Under both U.K. GAAP and U.S. GAAP, the cost of providing pensions
under TDL's defined benefit schemes is charged to the consolidated
profit  and  loss account over the employees' service lives.  U.S.
GAAP  requires that the projected benefit obligations  be  matched
against the fair value of the schemes' assets and that adjustments
be  made  to  reflect any unrecognised obligations  or  assets  in
determining the pension cost or credit for the period.

Additional Pension and Post-retirement Benefits under U.S. GAAP

                                               Year      Year
                                              ended     ended
                                                31        31
                                             December   December
                                               2001      2002
                                            GBP'000   GBP'000

  Benefit obligation at beginning of period  29,615    32,809
  Service cost                                2,164     2,264
  Interest cost                               1,703     1,903
  Plan participants' contributions              790       872
  Actuarial loss/(gain)                        (573)      291
  Benefits paid                                (890)     (850)
   Benefit obligation at end of period       32,809    37,289


  Fair value of plan assets at beginning of
period                                       30,452    26,963
  Actual return on plan assets               (3,389)   (5,631)
  Employer contributions                          -       939
  Plan participant contributions                790       872
  Benefits paid                                (890)     (850)
  Fair value of plan assets at end of period 26,963    22,293

  Funded status                              (5,846)  (14,996)

  Unrecognised actuarial loss                 6,837    14,549
  Prepaid pension balance/(pension provision)	991      (447)
  Provision for shortfall against accrued
benefit obligations                          (3,205)  (11,354)
  Prepaid pension/(pension shortfall)        (2,214)  (11,801)



TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued

Additional Pension and Post-retirement Benefits under U.S. GAAP  -
continued

                                     Year      Year      Year
                                     ended    ended     ended
                                      31        31        31
                                   December  December   December
                                     2000     2001      2002
                                   GBP'000  GBP'000   GBP'000
  Service cost                      1,822    2,164     2,264
  Interest cost                     1,564    1,703     1,903
  Expected return on plan assets   (2,597)   2,284)   (2,044)
  Net amortisation                      -        -       254

  Net periodic cost                   789    1,583     2,377


Assumptions used to determine pension cost for the defined
benefit plan were:

                                  31         31         31
                               December   December   December
                                 2000       2001       2002
                                   %          %          %
  Discount rate                  5.8        5.8         5.6
  Rate of return on assets       7.5        7.58       7.58
  Salary growth                  4.5        4.5         3.8


Share options

No options were issued in 2000, 2001 or 2002.

Name licence

Under  U.K.  GAAP, the name licence acquired in the  4  June  1997
leveraged  buy out was not considered as a separate asset  because
it  was  determined not to be separable from the business and  was
written  off  against reserves as goodwill. Under U.S.  GAAP,  the
name licence was treated as a separate asset, and was capitalised.
For  U.S.  GAAP purposes it is amortised over its useful  life  of
five years.

Taxation

Under  U.K.  GAAP,  deferred tax is provided using  the  liability
method  for  all  timing  differences to the  extent  that  it  is
probable  that  the liability will crystallise in the  foreseeable
future. U.S. GAAP requires deferred TDL Group Limited taxation  to
be  provided in full, using the liability method on all  temporary
differences  between  the  tax  and  book  basis  of  assets   and
liabilities.

Under   U.S.  GAAP,  deferred  tax  assets  and  liabilities   are
recognised  for  all temporary timing differences and  income  tax
losses,  in  accordance  with  FAS  109  ''Accounting  for  Income
Taxes.''  Valuation allowances with respect to deferred tax assets
are  provided when it is considered more likely than not that all,
or a portion, of the deferred tax assets will not be realised.

All profit before taxation was earned in the United Kingdom.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued

Joint Ventures

Under  UK  GAAP,  the  Group's  interest  in  joint  ventures  is
accounted  for  using  the "gross equity method  of  accounting".
Under  this method of accounting, the Group's share of  turnover,
operating profit, interest and taxation of its joint ventures  is
included  in the appropriate captions in the consolidated  profit
and  loss   account,  and its investment  in  joint  ventures  is
presented on the consolidated balance sheet analysed between  its
share of gross assets and gross liabilities.

Under   US  GAAP,  the  Group's  share of after tax profits would
be  reflected as a single line item before minority interest  and
the  investment  in  joint  ventures  would  be  reflected  as  a
single line item on the
consolidated balance sheet. This difference in presentation would
have no impact on net loss or shareholder's equity/(deficit).


Administrative expenses - staff costs

Under  UK  GAAP  deferred consideration payable  by  SEAT  Pagine
Gialle S.p.A  in respect of acquiring the Group is accounted  for
in  the books of that company, and does not impact the amounts
recorded in the Group's financial statements.

Under  US GAAP certain consideration paid in accordance with  the
terms  of the acquisition of TDL Infomedia Limited by SEAT Pagine
Gialle S.p.A., has been accounted for as compensation expense  by
SEAT.   Under  US  GAAP,  pursuant to  the  provisions  of  Staff
Accounting  Bulletin No. 55, this expense should be reflected  in
the profit and loss account of the Group.

The loss for the year ended 31 December 2001 under US GAAP has been
restated as required by APB20 to reflect this compensation expense.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued


Effect  on  loss after tax and shareholders' funds of
differences between U.K. GAAP and U.S. GAAP


                                           Year      Year     Year
                                           ended    ended     ended
                                            31        31        31
                                          December  December December
                                           2000      2001      2002
										            Restated
Effect on after tax:                    GBP'000    GBP'000   GBP'000

  Loss for the financial year
under U.K. GAAP                         (16,635)   (10,248)  (11,792)
    Work in progress                         79       (782)       39
    Amortisation of goodwill              5,561      6,575    14,124
    Pension benefit                          74       (290)   (1,002)
    Amortisation of name licence           (691)      (691)     (692)
    Administrative expenses - staff costs     -    (19,549)  (15,535)
    Deferred taxes: On above adjustments   (106)        54       301
                          Methodology         -          -         -
  Net loss under U.S. GAAP before
cumulative effect of change in
accounting principle                    (11,718)   (24,931)  (14,557)
     Cumulative effect of change in
accounting principle, net of tax         (3,580)         -         -
  Net loss under U.S. GAAP              (15,298)   (24,931)  (14,557)


Effect of restatement:

  Net loss under U.S. GAAP before effect
of restatement                                      (5,382)
    described above
  Effect of restatement                            (19,549)
  Net loss under U.S. GAAP                         (24,931)


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued


Effect  on  loss after tax and shareholders' funds of
differences between U.K. GAAP and U.S. GAAP - continued

                                                     31      31
                                                  December  December
                                                    2001    2002
Effect on shareholders' funds:                   GBP'000  GBP'000

    Shareholders' funds under U.K. GAAP           50,237   38,445
     Work in progress                             (4,283)  (4,245)
     Cost of goodwill                            101,029) (72,730)
     Amortisation of goodwill                     14,175        -
     Prepaid pension                                 887     (115)
     Pension scheme accrued benefit obligation    (3,205) (11,354)
     Name licence cost                             3,860    3,860
     Name licence amortisation                    (3,168)  (3,860)
     Debt issue costs included in current assets   3,784    2,522
     Gross up of total debt to exclude
	   debt issue costs                           (3,784)  (2,522)
    Deferred taxes                                  (266)      35

    Shareholders' funds under U.S. GAAP          (42,792) (49,964)



                                                          U.S. GAAP
                                                           GBP'000
Movements in Shareholders' funds under U.S. GAAP:

     Balance at 1 January 2001                             (34,205)

     Loss for the year (restated)                          (24,931)
     Pension scheme accrued benefit obligation              (3,205)
     Comprehensive income                                  (28,136)

     Capital contribution - consideration accounted
		for as compensation by parent company               19,549

     Balance at 31 December 2001                           (42,792)

     Loss for the year                                     (14,557)
     Pension scheme accrued benefit obligation              (8,150)
     Comprehensive income                                  (22,707)

     Capital contribution - consideration accounted
		for as compensation by parent company               15,535

     Balance at 31 December 2002                           (49,964)


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued


Group Cash Flow Statements

The  Group  Cash  Flow Statements present substantially  the  same
information as that required under U.S. GAAP. U.K. GAAP  and  U.S.
GAAP  differ,  however,  with regard to  classification  of  items
within  the statements and as regards the definition of  cash  and
cash equivalents.  The principal differences between U.K. GAAP and
U.S. GAAP cash flow presentation are as follows:

1.      Under  U.K. GAAP, net cash flow from operating  activities
  is  determined before considering cash flows from (a) returns on
  investments  and servicing of finance and (b) taxes paid.  Under
  U.S.   GAAP,   net  cash  flow  from  operating  activities   is
  determined after these items.

2.Under  U.K.  GAAP, capital expenditure is classified separately,
  while  under  U.S.  GAAP,  it  is  classified  as  an  investing
  activity.

3.Under  U.K.  GAAP, movements in short-term investments  are  not
  included  in  cash,  but  classified  as  management  of  liquid
  resources.  Under  U.S.  GAAP, short term  investments  with  an
  original  maturity of three months or less are  included  within
  cash and cash equivalents.

The  categories of cash flow activity as defined under  U.S.  GAAP
can be summarised as follows:

                                     Year      Year      Year
                                     ended    ended     ended
                                      31        31        31
                                   December  December  December
                                     2000      2001       2002
                                   GBP'000   GBP'000    GBP'000
  Cash provided by operating         2,711    18,761    16,441
activities
  Cash used in investing            (1,482)  (10,739)   (1,710)
activities
  Cash (used in)/provided by        (4,521)  (14,578)  (14,912)
financing activities
  Increase/(decrease) in cash and
cash equivalents				    (3,292)   (6,556)     (181)
  Cash and cash equivalents at
beginning of period under U.S. GAAP 11,525     8,233     1,677

  Cash and cash equivalents at
end of period under U.S. GAAP        8,233     1,677     1,496



TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued


Other disclosures under U.S. GAAP and presentation differences

Current  assets  under U.K. GAAP include amounts  which  fall  due
after  more  than one year. Under U.S. GAAP such assets  would  be
reclassified as non-current assets. Provisions for liabilities and
charges under U.K. GAAP include amounts due within one year  which
would be reclassified to current liabilities under U.S. GAAP.


Valuation and qualifying accounts

                                   Charged
                          31       to profit   Charged                  31
                        December   and loss    to other  Deductions  December
                         2001      accounts    accounts                 2002


Doubtful debt provision  5,368       3,753         -       (4,992)     4,129
Other provisions           127          15         -         (103)        39
						 5,495       3,768         -       (5,095)     4,168


                                   Charged
                          31       to profit   Charged                  31
                        December   and loss    to other  Deductions  December
                         2001      accounts    accounts                 2002



Doubtful debt provision  5,036       4,456         -       (4,124)     5,368
Other provisions           905          57         -         (835)       127
                         5,941       4,513         -       (4,959)     5,495


                                   Charged
                          31       to profit   Charged                  31
                        December   and loss    to other  Deductions  December
                         2001      accounts    accounts                 2002



Doubtful debt provision  4,660       4,596         -       (4,220)     5,036
Other provisions         1,179         684      (179)        (779)       905
                         5,839       5,280      (179)      (4,999)     5,941


Debt issuance costs

Under U.K. GAAP, debt issuance costs are shown as a reduction of
the liability and amortised over the debt terms. Under US GAAP,
these costs are capitalized as an asset and amortised over debt
terms.  The Company had net deferred financing costs of GBP2,522,000
and GBP3,784,000 at 31 December 2002 and 31 December 2001
respectively.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued


Operating leases

                                                         2002
                                                        GBP'000
  Total commitments under operating leases which
expire in the
  following periods are:

     Land and buildings
        Within one year                                   322
        Within one to two years                           224
        Within two to three years                         176
        Within three to four years                        207
        Within four to five years                         130
        Thereafter                                        238

                                                        1,297
     Other
        Within one year                                 1,947
        Within one to two years                         1,550
        Within two to three years                         872
        Within three to four years                        162
        Within four to five years                           7
        Thereafter                                          -

                                                        4,538

Total  minimum  future  rentals  receivable  under  non-cancelable
subleases at 31 December 2002 amount to GBP1,539,000.


Impact of new accounting standards

As  disclosed  in  the notes to the audited financial  statements,
included  elsewhere  in this report, we prepare  our  accounts  in
accordance  with  U.K. GAAP and reconcile profit  after  taxation,
shareholders' equity and cash flows to U.S. GAAP.  At 31  December
2002,  the  following new accounting standards had been issued  by
the Financial Accounting Standards Board:

FAS  143  "Accounting  for Asset Retirement Obligations"  requires
that  obligations associated with the retirement of tangible long-
lived  asset  to be recorded as a liability when those obligations
are  incurred, with the amount of the liability initially measured
at  fair  value. The standard will become effective for the  Group
from  1  January  2003.  FAS 143 has no impact  on  the  financial
information presented.


TDL INFOMEDIA HOLDINGS PLC
NOTES TO THE FINANCIAL STATEMENTS - Continued


31.  SUMMARY  OF  DIFFERENCES  BETWEEN  U.K.  AND  U.S.  GENERALLY
  ACCEPTED ACCOUNTING PRINCIPLES (GAAP) - continued


Impact of new accounting standards - continued

FAS  144  "Accounting for the Impairment or Disposal of Long-Lived
Assets" provides guidance on estimating cash flows when performing
recoverability  tests,  requires that a  long-lived  asset  to  be
disposed  of other than by sale be classified as "held  and  used"
until  it is disposed of and establishes more restrictive criteria
to  classify  an  asset  as  "held for  sale".  The  standard  was
applicable to the Group's financial statements for the year  ended
31  December  2002.  Adoption of FAS 144  had  no  impact  on  the
financial information presented.

FAS  146  "Accounting for Costs Associated with Exit  or  Disposal
Activities"  addresses the recognition, measurement and  reporting
of  costs  associated with exit and disposal activities, including
restructuring  activities. The standard will become effective  for
exit  or  disposal  activities initiated after 31  December  2002.
Retroactive  application of the of FAS 146 is  prohibited  and  it
will  therefore  have no impact on the opening  balance  sheet  or
consolidated retained earnings at 1 January 2003. The  Group  will
adopt FAS 146 with effect from 1 January 2003.

FAS  148 "Accounting for Stock Based Compensation - Transition and
Disclosure"   amends   FAS   123,  "Accounting   for   Stock-Based
Compensation", to provide alternative methods of transition for  a
voluntary change to the fair value based method of accounting  for
stock-based   employee  compensation.  The  standard   was   first
applicable to the Group's financial statements for the year  ended
31  December  2002.  Adoption of FAS 148  had  no  impact  on  the
financial information presented.