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Panafon Hellenic Tel (PFHD)

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Thursday 26 October, 2000

Panafon Hellenic Tel

Merger Proposal

Panafon Hellenic Telecom Co S.A.
26 October 2000


    STRATEGIC MERGER OF PANAFON - PANAFON EMPORIKI - UNIFON
                               
The  Boards  of  Panafon, Panafon Emporiki S.A and  Unifon  S.A
announce  their  intention to merge. The three  companies  will
merge under a corporate scheme whereby Panafon will acquire the
whole of the issued share capital of both Panafon Emporiki  and
Unifon  that  it  does not already own.  Panafon  Emporiki  and
Unifon are Panafon's largest service providers.

The merger is subject to approval from the shareholders general
assembly  as  well  as  clearance  from  legal  and  regulatory
authorities.

Panafon  currently  owns 100% of the share capital  of  Panafon
Emporiki  and has a 19.6% stake in Unifon, which is  listed  on
the  Athens  Stock Exchange.  Subject to independent  valuation
and  other  legal  procedures the Boards of Directors  estimate
that the ratio of the relative values of UNIFON and PANAFON  is
1 to 19.1 respectively. Further details of the transaction will
be  announced  in due course and the merger is expected  to  be
completed within the next 5-6 months.

This  announcement  cancels the previously announced  proposals
(on 25/7/00) with regard to the merger between Panafon Emporiki
and  Unifon  whereby Unifon was to acquire  the  whole  of  the
issued  share capital of Panafon Emporiki. The 'new' merger  is
considered  to  be more attractive for customers,  shareholders
and employees.

PANAFON  after  the  completion  of  the  merger  will  own  an
extensive  nation-wide distribution network of retail  outlets.
The  combined  retail outlets strength of  UNIFON  and  PANAFON
Emporiki  is approx. 1200 points of sale, servicing two  thirds
of PANAFON's customer base which currently exceeds 2 million.

This  strategic  merger is in line with Panafon's  strategy  to
consolidate  its  distribution network. This  new  scheme  will
benefit  from significant economies of scale arising  from  the
existing  synergies between Panafon and its two merged  service
providers and a stronger capital and cash flow structure.

Telesis Securities S.A. acts as the merger advisor.


Note:
Panafon  currently  owns 100% of the share capital  of  Panafon
Emporiki (already consolidated into PANAFON's results).

Panafon  has a 19.6% shareholding in Unifon which is listed  in
the Athens Stock exchange since June 1999, and is trading under
the following symbols: Bloomberg: UFON GA, Reuters: UNIr.AT

Unifon's financial year end is 31st December.
Unifon's  basic financials for the six months  ended 31st  June
2000 based on Greek GAAP are the following:
Turnover            GRD 43,572 m
Pre Tax Income      GRD 744 m
EPS before tax      GRD 15.51
Customer base:      32% of PANAFON's customers


George Stefanopoulos
Panafon Group Investor Relations Executive,
Tel: +301 6160406,

Maria Kaini,
Panafon Investor Relations Analyst,
Tel: + 301 6160692,
(email: [email protected], website:  www.panafon.gr)

Lulu Bridges,
Tavistock Communications,
Tel:  +(44) 20 7600 2288

Nicolas Bornozis ,
Capital Link,
Tel: +(1) 212 661 7566


Notes to Editors:

1.    Panafon's shares are quoted on the Athens Stock  Exchange
      and  its  GDSs are quoted on the London Stock Exchange.   The
      shares began trading on Monday 7 December 1998.

2.   Panafon has 512, 500,000 shares in issue.

3.   Panafon is a shareholder in:
     Panafon Emporiki (previously Panavox)  100.00 per cent
     Panafon Services                       100.00 per cent
     Panafon Multimedia                     100.00 per cent
     Radio Korassidis Telecom                26.11 per cent
     Unifon                                  19.56 per cent
     Mobitel                                 25.01 per cent
     Citicom                                 11.518 per cent
     Ideal Telecom                           51.00 per cent
                                             (following completion
                                             of all legal
                                             procedures)
     
4.    Panafon was awarded a license to operate a GSM network in
      Greece  for a period of 20 years in August 1992.  The network
      commenced operations on 1 July 1993.

5.   Panafon's shareholding structure is as follows:
     Vodafone Group Plc                      55 per cent
     France Telecom                           3 per cent
     Intracom S.A.                           10 per cent
     Free float                              32 per cent

PANAFON listings:

Shares:  Athens SE, Reuters PANr.AT. Bloomberg PANF GA. Nominal
value GRD 100. ISIN GRS 307 333 005. SEDOL 556 0349.

GDRs: LSE . Reuters PANq.L. Bloomberg PFH GR, PFHD LI. ISIN  US
6981 132 060. SEDOL 556 0361.

Rule  144A:  Bloomberg Nasdaq 2250Q US. ISIN US 6981  131  070.
SEDOL 230 2629

Indices:  FTSE/ASE 20, FTASE, 3.267%. Bloomberg Europe,  BE500,
.140%.

BBG  Eur  Telecom,  BETELES, 1.190%. BBG Europ  Techn,  BETECH,
1.237%.


                                                                                
                                                                                
                                                                                

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