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 February 2009

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 —          

 

ANNOUNCEMENT REGARDING THE TENDER

FOR THE PRIVATIZATION OF GAMES OF CHANCE

 

Subject: Statement made pursuant to Circular VIII, No: 54 of the Capital Markets Board.

 

Istanbul Stock Exchange 

 

                           ISTANBUL

 

Special Subjects:

 

Our wholly owned subsidiary Sans Oyunlari Yatirim Holding A.S., which we own through our 100% owned subsidiary Turktell Bilisim Servisleri A.S. (“Turktell Bilisim”) applied for the pre-qualification of the tender for the privatization of the games of chance whose planning, organization and drawing rights are currently owned by the Turkish National Lottery Administration. Within the framework of Decree Law Dated 4/4/1988 and No. 320, which is in regards to the foundation and duties of the Turkish National Lottery Administration, the license will be granted in exchange of a cash consideration.

Turktell Bilisim and Tepe Group, a Turkish Conglomerate, have signed Memorandum of Understanding on February 14, 2009 to act in collaboration within the text of the aforementioned tender.

 

 

We hereby confirm that the above-mentioned explanations are furnished as per the provisions of the Communiqué Serial no VIII/54, 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.

 

TURKCELL ILETISIM HIZMETLERI A.S.

 

 

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

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

1

 

---

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:  February 16, 2009	By:	/s/ Nihat Narin
	Name:  Nihat Narin Title:    Investor & Int. Media Relations

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  February 16, 2009	By:	/s/  Filiz Karagul Tuzun
	Name:  Filiz Karagul Tuzun Title:    Corporate Communications