But chief executive Thierry Breton told the shareholders he would need only 15bn euros (Â£10.3bn; $16.2bn) to shore up the balance sheet.
At a meeting in Paris he said the company’s debt stood at nearly 70bn euros at the end of last year.
And he promised that profits would rise above 20bn euros by 2005 as the company tackled the debt mountain.
Mr Breton told the meeting: “It is clear that this 70bn euros of debt… is really the absolute priority.
“We have to deal with this problem.”
But he refused to name a date for issuing the new shares.
We will do it when it is in the interests of our shareholders,” he said.
The French government owns 56.5% of the company and is already committed to taking up its portion of the new shares.
France Telecom ran up debts after it went on a spending spree when telecoms shares were booming.
Last month it announced 7,500 job cuts in an attempt to reduce costs.
France Telecom’s shares were down 1.22 euros at 19.62 euros in lunchtime trade in Paris on Tuesday.