As filed with the U.S. Securities and Exchange Commission on May 16, 2013
 Registration No.  333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
 
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For American Depositary Shares Evidenced by American Depositary Receipts
___________________

FRANCE TELECOM
  (Exact name of issuer of deposited securities as specified in its charter)

N/A
(Translation of issuer's name into English)

France
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
 
CT Corporation System
111 Eighth Avenue, 13 th Floor
New York, New York 10011
Telephone: (212) 604-1666
  (Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44 th Floor
New York, New York  10022
(212) 319-7600
 
It is proposed that this filing become effective under Rule 466
x immediately upon filing
o on (Date) at (Time)        

If a separate registration statement has been filed to register the deposited shares, check the following box. o
 
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum
aggregate price per
unit (1)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of  FRANCE TELECOM
300,000,000
American
Depositary Shares
$0.05
$15,000,000
$2046
(1)
Each unit represents one American Depositary Share.
(2)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
 
 
 
 
 
PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit (a)(2) to this Registration Statement, which is incorporated herein by reference.
 
CROSS REFERENCE SHEET
 
Item 1.  DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption
 
Location in Form of Receipt
Filed Herewith as Prospectus
         
1.
Name and address of depositary
 
Introductory Article
       
2.
Title of American Depositary Receipts and identity of deposited securities
 
Face of Receipt, top center
       
 
Terms of Deposit:
   
         
 
(i)
The amount of deposited securities represented by one unit of American Depositary Receipts
 
Face of Receipt, upper right corner
         
 
(ii)
The procedure for voting, if any, the deposited securities
 
Articles 15, 16 and 18
         
 
(iii)
The collection and distribution of dividends
 
Articles 4, 12, 13, 15 and 18
         
 
(iv)
The transmission of notices, reports and proxy soliciting material
 
Articles 11, 15, 16 and 18
         
 
(v)
The sale or exercise of rights
 
Articles 13, 14, 15 and 18
         
 
(vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Articles 12, 13, 15, 17 and 18
         
 
(vii)
Amendment, extension or termination of the deposit agreement
 
Articles 20 and 21
         
 
(viii)
Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
 
Article 11
         
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Articles 2, 3, 4, 5, 6, 8 and 22
         
 
(x)
Limitation upon the liability of the depositary
 
Articles 14, 18, 19 and 21
       
3.
Fees and Charges
 
Articles 7 and 8
 
 
2
 
 
Item 2.  AVAILABLE INFORMATION

Item Number and Caption
 
Location in Form of American Depositary  
Receipt Filed Herewith as Prospectus
       
(b)
Statement that FRANCE TELECOM is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
Article 11
 
 
3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.  EXHIBITS
 
 
(a)(1)
Form of Deposit Agreement . Form of Amended and Restated Deposit Agreement dated as of       , 2012 among FRANCE TELECOM, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").  Previously filed as Exhibit (a) to Registration Statement No. 333-181401
 
 
(a)(2)
Form of American Depositary Receipt . Filed herewith as Exhibit (a)(2).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby .  Not Applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years .  Not Applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered .  Filed herewith as Exhibit (d).
 
 
(e)
Certification under Rule 466.   Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney.   Filed herewith as Exhibit (f).
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 
 
 
4
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 16, 2013.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
       
 
By:
JPMORGAN CHASE BANK, N.A., as
Depositary
 
       
 
By: 
/s/ Gregory A. Levendis
 
 
Name: 
Gregory A. Levendis
 
  Title:  
Executive Director
 
 
 
5
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, FRANCE TELECOM certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in city of Paris, France on May 15, 2013.
 
 
FRANCE TELECOM
   
 
By:
/s/ Jérome Berger
  Name:  
Jérome Berger
  Title:  
Group Treasurer
 
 
6
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on May 15, 2013.

 
Signatures
 
Title
     
/s/ *
 
Chairman and Chief Executive Officer
Stéphane Richard
   
     
/s/ *
 
Chief Executive Officer Delegate, Chief
Gervais Pellissier
 
Financial Officer
     
/s/ *
 
Principal Accounting Officer
Christophe Eouzan
   
     
/s/ *
 
Director
Caroline Angeli
   
     
/s/ *
 
Director
Jean-Luc Burgain
   
     
/s/ *
 
Director
Ghislaine Coinaud
   
     
/s/ *
 
Director
Bernard Dufau
   
     
/s/ *
 
Director
José-Luis Durán
   
     
/s/ *
 
Director
Charles-Henri Filippi
   
 
 
7
 
 
     
/s/ *
 
Director
Pierre Graff
   
     
/s/ *
 
Director
Daniel Guillot
   
     
/s/ *
 
Director
Claudie Haigneré
   
     
/s/ *
 
Director
Helle Kristoffersen
   
     
/s/ *
 
Director
Muriel Pénicaud
   
     
/s/ *
 
Director
Henri Serres
   
     
/s/ *
 
Director
Jean-Michel Severino
   
     
/s/ *
 
Authorized Representative in the
France Telecom Participations
 
United States
U.S. Inc.
   
By: Johan Van den Cruijce
   
Title: President
   
 
       
*
 
   
By : 
/s/ Jérome Berger
   
Mr Jérome Berger    
Power-of-Attorney    
 
 
8
 
 
INDEX TO EXHIBITS

Exhibit
Document
   
(a)(2)
Form of American Depositary Receipt
 
 
(d)  Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered
   
(e)  Certification under Rule 466.
   
(f)
Power of Attorney
 
 
9

 
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