FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of May 2008

Commission File Number 001-15092

TURKCELL ILETISIM HIZMETLERI A.S.

(Translation of registrant’s name into English)

Turkcell Plaza Mesrutiyet Caddesi No. 153 34430 Tepebasi Istanbul, Turkey

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F:   ý      Form 40-F:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes:   o      No:  ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82 —          

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TURKCELL SIGNED SHARE SALE AND PURCHASE AGGREMENTS

 

Subject: Statement made pursuant to Circular VIII, No: 39 of the Capital Markets Board.

 

Istanbul Stock Exchange

 

ISTANBUL  

 

Special Subjects:

 

Turkcell, through its wholly owned subsidiary Turktell Bilisim Servisleri A.S., has signed share purchase and sale agreements in order to sell its 55% stake in Bilyoner Interaktif Hizmetler A.S. to Demir Toprak A.S. and purchase all of Superonline Uluslararasi Elektronik Bilgilendirme Telekomünikasyon ve Haberlesme Hizmetleri A.S. (Superonline) shares. The mentioned sale-purchase transactions will be based on the same price.

 

The completion of the sale process will be dependent upon the receipt of the necessary permissions.

 

 

 

We hereby confirm that the above-mentioned explanations are furnished as per the provisions of the Communiqué Serial no VIII/39, that they reflect all information we have gathered so far, that they are in accordance with our corporate documents, that we have used all endeavors to collect the complete and true related information and that we assume the responsibility for this disclosure.

 

 

 

 

For further information please e-mail to investor.relations@turkcell.com.tr

or call Turkcell Investor Relations (+ 90 212 313 1888)

 

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SIGNATURES

                    Pursuant to the requirements of the Securities Exchange Act of 1934, Turkcell Iletisim Hizmetleri A.S. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  May 22, 2008	By:	/s/ Tayfun Cataltepe
	Name:  Tayfun Cataltepe Title:    International Expansion and Corporate Strategy

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  May 22, 2008	By:	/s/ Koray Ozturkler
	Name:  Koray Ozturkler Title:    Chief Corporate Affairs Officer

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