Hoping to capitalize on telecom carriers' need to build a pan-European footprint for wireless services, Norway's No. 2 mobile-phone operator,

NetCom

, began approaching the industry's largest European players Friday to see who might be interested in buying the company, according to a source familiar with the company.

NetCom's move was sparked by an unsolicited takeover bid last week by Copenhagen-based

Tele Danmark

(TLD)

, which has a minority stake in NetCom.

NetCom is contacting

Vodafone AirTouch

(VOD) - Get Report

and

France Telecom

(FTE)

, according to the source. France Telecom officials didn't return calls, and a Vodafone spokesman wouldn't comment beyond saying, "We're always interested in looking anywhere."

NetCom's board of directors recommended that shareholders reject Tele Danmark's offer, which valued the company at $33.89 a share, or about $1.6 billion. NetCom shares traded at about 37 on the stock exchange in Oslo. The company released a statement last week saying it is open to discussions with Tele Danmark and has hired

Morgan Stanley Dean Witter

as an adviser to "pursue other financial and strategic alternatives."

Tele Danmark is required under Norwegian law to bid for NetCom. The law mandates any shareholder with more than a 40% stake in a domestic company to make a takeover bid. Tele Danmark and its largest shareholder,

SBC Communications

(SBC)

, together hold 47.5% of NetCom, according to SBC. SBC owns 41.6% of Tele Danmark.

"We're not actively involved in the Tele Danmark initiative," said an SBC spokeswoman. "

But it fits in with their philosophy to expand their footprint, which is one of the reasons we're pleased to be involved with them."

A Tele Danmark press official confirmed that Tele Danmark is required to make a takeover bid for NetCom, but added, "We

are not particularly interested in buying all the shares."

Not true, according to at least one Europe-based telecom analyst who thinks Tele Danmark is interested in gaining control of NetCom. "They chose the moment quite well," said the analyst, who asked to remain anonymous because he follows Scandanavian telecom companies, but not NetCom. "

Tele Danmark started the process. They did it very cleverly," he said, explaining that Tele Danmark seized the recent slide in telecom stock prices to buy additional shares in NetCom and undertake the mandatory bid to buy the company.

Tele Danmark's bid values NetCom below its current market value, but that doesn't mean the company isn't interested in owning the Norwegian carrier. "They can wait it out. Who else will be interested

other than a carrier with a strong Norway strategy?" the analyst said. One possibility, he suggested, is

Telia

of Sweden. Telia's merger with

Telenor

, Norway's No. 1 phone company and a NetCom competitor, collapsed in December.

Norway is a small market with heavy mobile-phone penetration. NetCom has about 700,000 subscribers in the country of 4.3 million. But the company is a likely candidate to win one of Norway's four licenses for universal mobile telecommunications services, or UMTS, which will enable telecom operators to rapidly transmit voice, video and text and provide Internet access on mobile devices. More than 52% of Norwegians use mobile telephones, compared to 31% of Americans.

Unlike the auctions being held for UMTS licenses in Germany and the U.S, Norway will grant licenses based on a "beauty contest." License winners will primarily have to prove they have credible technology platforms and sufficient capital to build out their networks, said Geoffrey Wiginton, a telecom analyst with

Deutsche Bank

in London. Deutsche Bank hasn't performed underwriting for NetCom.

If a license applicant is already an operator, it will also have to show it has solid service operations, Wiginton said. NetCom and Telenor are both likely to win domestic UMTS licenses, he said. And a carrier seeking a pan-European wireless footprint would be better off buying NetCom than simply winning a local UMTS license. "There's a big advantage to buying an incumbent," rather than winning a license, building a network and competing with established domestic operators, he said.

Vodafone doesn't bid for UMTS licenses in countries where it doesn't already own mobile-phone operations, the company spokesman said. Wiginton said that means Vodafone is more likely to buy a company like NetCom than to build a network in Norway if it wants to own a wireless operation there.