As filed with the Securities and Exchange Commission on May 14, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013

OR

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

OR

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 1-15092

TURKCELL ILETISIM HIZMETLERI A.S.

(Exact name of Registrant as specified in its charter)

TURKCELL

(Translation of Registrant’s name into English)

Republic of Turkey

(Jurisdiction of incorporation or organization)

Turkcell Plaza

Mesrutiyet Caddesi No: 71

34430 Tepebasi

Istanbul, Turkey

(Address of principal executive offices)

Mr. Nihat Narin

Telephone: +90 212 313 1244

Facsimile: +90 212 292 9322

Turkcell Plaza

Mesrutiyet Caddesi No: 71

34430 Tepebasi

Istanbul, Turkey

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
American Depositary Shares		New York Stock Exchange
Ordinary Shares, Nominal Value TRY 1.000*		New York Stock Exchange

* Not for trading on the NYSE, but only in connection with the registration of ADSs representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.

Securities registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

Ordinary Shares, Nominal Value TRY 1.000 2,200,000,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

x Yes o No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes x No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o

International Financial Reporting Standards as issued
by the International Accounting Standards Board x

Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17 o Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes x No

EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A (the “Amendment No. 1”) to the annual report on Form 20-F for Turkcell Iletisim Hizmetleri A.S. (the “Company”) for the fiscal year ended December 31, 2013 filed on March 21, 2014 (the “2013 Form 20-F”) is being filed solely for the purpose of providing an updated section “XI. Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA)” under “Item 4B—Business Overview”.

This Amendment No. 1 speaks as of the filing date of the Company’s 2013 Form 20-F.

Other than as expressly set forth above, the Company has not modified or updated any other disclosure and has made no changes to the items or sections in the Company’s 2013 Form 20-F. Other than as expressly set forth above, this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the Company’s 2013 Form 20-F or reflect any events that have occurred after the 2013 Form 20-F was filed on March 21, 2014. The filing of this Amendment No. 1, and the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original filing are true and complete as of any date subsequent to March 21, 2014. Accordingly, this Amendment No. 1 should be read in conjunction with the 2013 Form 20-F and the documents filed with or furnished to the Securities and Exchange Commission by the Company subsequent to March 21, 2014, including any amendments to such documents.

XI. Disclosure Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 (ITRA)

Based on our information and information provided to us by our affiliates, as of the date of this annual report, we believe that certain of our business activities in Iran in 2013, and the business activities of certain of our affiliates, are subject to disclosure pursuant to ITRA Section 219. During the year ended December 31, 2013, Turkcell and Astelit provided direct international roaming services in Iran through agreements with the following GSM operators: TCI Mobile Company of Iran, Telecommunication Kish Co., MTN Irancell, and Taliya Iran. Gross revenues and net profits during the year ended December 31, 2013, attributable to these agreements were TRY 0.6 million (equivalent to $0.3 million as of March 14, 2014) and TRY (1.2) million (equivalent to $(0.6) million as of March 14, 2014), respectively. TeliaSonera has informed us that certain Fintur companies had revenues under roaming agreements in Iran in 2013 with the following GSM operators: TCI Mobile Company of Iran, MTN Irancell, and Taliya Iran. During the year ended December 31, 2013, Azercell (Azerbaijan) had gross revenues and net profits of approximately $105,600 and $(350,800), respectively, while Kcell (Kazakhstan) had gross revenues and net profits of approximately $55,000 and $42,000, respectively, as well as international traffic revenues and net profits of approximately $7,500 and $(51,000), respectively. In addition, during the year ended December 31, 2013, Geocell (Georgia), Moldcell (Moldova) and Tcell (Tajikistan) had revenues totaling approximately $36,000 and net profits of approximately $33,000. We have made enquiries of our major shareholders and TeliaSonera has informed us that during the year ended December 31, 2013, its wholly owned subsidiary, TeliaSonera International Carrier, Inc. (“TSIC”), had gross revenues of approximately €169 and net profits of approximately €58 from voice traffic exchange services with Telecommunications Infrastructure Company (“TIC”). TSIC also delivers IP Transit services via ports in London and New York for TIC and had gross revenues and profits of approximately €224,400 and €135,000, respectively, during the year ended December 31, 2013. TSIC holds a license issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control authorizing the use of assets owned by TSIC in connection with the provision of IP Transit services to TIC. The current license is scheduled to expire on May 30, 2015 and the provision of service to TIC is subject to the maintenance of the license.

In addition, Turkcell Superonline provided Transit IP and leased line services through network interface agreements with Telecom Infrastructure Company of Iran (“TIC”). During the year ended December 31, 2013, gross revenues and net profits attributable to these agreements were TRY 3.0 million (equivalent to $1.3 million as of March 14, 2014) and TRY 1.3 million (equivalent to $0.6 million as of March 14, 2014), respectively. In 2013, Turkcell Superonline received an order to provide leased line services to the Islamic Republic of Iran Broadcasting (“IRIB”), which will be delivered through our TIC interconnection. Services and revenues have yet to commence. A previous service provided to PressTV (affiliated with IRIB) ended at the beginning of 2013 and no operational revenue was recognized in the year 2013.

Although it is difficult to do with a reasonable degree of certainty, we have concluded that our Iranian business partners described in this section may be owned or controlled indirectly by the Government of Iran. However, to our knowledge, none of the services provided by Turkcell and our affiliates in Iran described in this section have been used by the Government of Iran to commit serious human rights abuses against the people of Iran. Furthermore, we understand that the U.S. Department of the Treasury’s Office of Foreign Assets Control has issued a general license authorizing U.S. persons to engage in certain of the activities described in this section. We, and our affiliates, intend to continue the activities described in this section in 2014.

ITEM 19. EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
1.1*		Articles of Association of Turkcell Iletisim Hizmetleri A.S.
8.1*		Subsidiaries of Turkcell.
12.1		Certification of Sureyya Ciliv, Chief Executive Officer of Turkcell Iletisim Hizmetleri A.S., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
12.2		Certification of Murat Dogan Erden, Chief Financial Officer of Turkcell Iletisim Hizmetleri A.S., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
13.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed previously as an exhibit to Turkcell’s Form 20-F filed on March 21, 2014.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	TURKCELL ILETISIM HIZMETLERI A.S.

Date: May 14, 2014	By:	/s/ SUREYYA CILIV
		Sureyya Ciliv
		Chief Executive Officer



Date: May 14, 2014	By:	/s/ MURAT DOGAN ERDEN
		Murat Dogan Erden
		Chief Financial Officer