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October 19, 2005

Via EDGAR Transmission

Mr. Larry Spirgel

Assistant Director
Division of Corporate Finance

United States Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549

USA

RE:
Turkcell Iletisim Hizmetleri A.S.

Form 20-F for fiscal year ended December 31, 2004

File No. 1-15092

Dear Mr. Spirgel,

We are writing in response to your
letter of August 22, 2005, containing comments with respect to the Form 20-F Report of
Turkcell Iletisim Hizmetleri A.S. (“Turkcell” or the “company”) for
the fiscal year ended December 31, 2004 (the “Form 20-F”).

In this letter, you asked about the
company’s participation in the Irancell Consortium and the company’s planned
operations in Iran. The questions raised by the staff, together with the company’s
response, are set forth below. For your convenience, we have repeated your comment along
with our reply. Capitalized terms used in this letter without definition are used as
defined in the Form 20-F.

Form 20-F for Fiscal
Year Ended December 31, 2004

1.

We note your participation in Irancell, a consortium of telecommunications
companies that has been awarded a GSM license by the Iranian government to
develop the country's mobile communications network system. We also note that,
in addition to the Irancell GSM license agreement, the company has plans for
expanding operations in Iran. In view of the fact that Iran has been identified
by the U.S. State Department as state sponsors of terrorism, and is subject to
economic sanctions administered by the U.S. Treasury Department's Office of
Foreign Assets Control (OFAC), please advise us of the materiality to the
company of its proposed operations in Iran, and give us your view as to whether
those operations constitute a material investment risk for your security
holders. In addition, because there are several conflicting published reports
concerning the status of the consortium's revised Irancell license agreement,
please advise us of the current status of the agreement and confirm whether you
have ultimately accepted the revised terms of the agreement. In your response,
please explain the material terms of the revised agreement. Please also give us
an overview of your proposed timeline for formally beginning operations in
Iran.

Turkcell and Ericsson Telekomunikasyon AS ("Ericsson Turkey") established a
company named East Asian Consortium BV ("Eastasia") to invest in the Iranian GSM
business through the Irancell Consortium ("Irancell"). Turkcell and Ericsson
Turkey own 85% and 15% of Eastasia, respectively. Through its shareholding in
Eastasia, Turkcell expected to hold an indirect majority shareholding in Irancell, with the remainder of the shares
owned indirectly

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Mr. Larry Spirgel

U.S. Securities and Exchange Commission

October 19, 2005

Page 2

by Ericsson Turkey and by two Iranian companies, Parman Ertebat
and Iran Electronic Development Company. As disclosed in the Form 20-F, in
September 2004, the Iranian government awarded Irancell a GSM license and the
parties entered into a license agreement, which was subject to the approval of
the Iranian Parliament. Under the license agreement, Irancell is obliged to pay
an upfront license fee of (euro)300 million and an ongoing license fee based on
a percentage of the greater of actual or precommitted gross revenues. On April
25, 2005, the Iranian Parliament amended the terms of the license agreement and
made a revised proposal, requiring, among other things that Eastasia reduce its
shareholding in Irancell to 49%. Agreement has been reached with the Iranian
government to reduce Eastasia's shareholding in Irancell to 49%. Turkcell has
not, however, finalized negotiation of the revised shareholder structure of
Irancell with the other members of the consortium. The Iranian government has
set a deadline of November 21, 2005 for the members of the consortium to
finalize Irancell's shareholder structure. Turkcell is continuing to negotiate
the terms of its shareholding in Irancell with the other members of the
consortium. The level of Turkcell's shareholding in the revised Irancell
consortium structure, including whether Turkcell will participate at all in
Irancell, is uncertain and subject to continuing negotiation.

In addition to the foregoing, Turkcell believes that the Iranian government's
Ministry of Communication and Information Technology (the "Ministry") has not
properly implemented the laws and regulations passed by the Iranian Parliament
in connection with the GSM license process. As a result, on October 16, 2005
Turkcell initiated a lawsuit in Iranian courts seeking to compel the Ministry to
implement the laws and regulations passed by the Iranian Parliament in
connection with the GSM license process.

Although Irancell has plans for commencing operations in Iran, it has not
commenced operations in Iran and will not do so, if at all, prior to finalizing
the terms of the revised Irancell consortium shareholder structure. Although
Turkcell does not currently conduct any operations in Iran, to the extent the
members of the consortium finalize the shareholder structure of Irancell with
one another and Irancell commences operations in Iran, such operations may in
the future be material to Turkcell. Therefore, Turkcell has disclosed the status
of Irancell's negotiations with the Iranian government and its negotiations with
the other participants in Irancell and its proposed operations in Iran in its
Form 20-F. As with any other investment, our potential investment in Iran
through Eastasia and the Irancell consortium involves risk. We will continue to
provide appropriate disclosure about this potential investment in our Form 20-F
filings with the Commission.

We acknowledge that we are
responsible for the adequacy and accuracy of the disclosure in our filings with the
Commission. We further acknowledge that staff comments or changes to our disclosure in
response to staff comments do not foreclose the Commission from taking any action with
respect to our filings with the Commission. Finally, we acknowledge that we may not assert
staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

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Mr. Larry Spirgel

U.S. Securities and Exchange Commission

October 19, 2005

Page 3

Please do not hesitate to call us
with respect to this response on +90 212 313 1244 or James Bartos or Dan Kiely of Shearman
& Sterling LLP on +44 20 7655 5000. Many thanks.

Yours sincerely,

TURKCELL ILETISIM
HIZMETLERI A.S.

/s/ Ekrem Tokay

Ekrem Tokay

cc:
U.S. Securities and Exchange Commission

Ms. Inessa Berenbaum

Mr. Franklin Green

Ms. Sharon Virga

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