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 November 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 —          

 

 

S&P UPGRADES TURKCELL’S LONG TERM FOREIGN CURRENCY RATING FROM
“BB” TO “BB+”

 

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

 

Istanbul Stock Exchange

 

ISTANBUL  

 

SPECIAL SUBJECTS:

International Credit Rating Agency Standard & Poors’ (“S&P”) raised Turkcell’s long-term foreign currency rating to ‘BB+’ from ‘BB’ and assigned its long-term local currency rating as ‘BB+’, placing Turkcell as the highest rated company by S&P in Turkey.

The upgrade reflects Turkcell’s continued solid operating performance in the dynamic but gradually maturing Turkish mobile telecom market; good cash flow generation; low financial leverage; and high, partly hard-currency-denominated cash balances.

 

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.

 

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)

 

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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:  November 20, 2008	By:	/s/ Gonca Yilmaz Batur
	Name:  Gonca Yilmaz Batur Title:    Procurement & Contract Mngt.

	TURKCELL ILETISIM HIZMETLERI A.S.
Date:  November 20, 2008	By:	/s/ Murat D. Erden
	Name:  Murat D. Erden Title:    Treasury