SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Report on Form 6-K dated January 20, 2004 -------------- TURKCELL ILETISIM HIZMETLERI A.S. 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 of Form 20-F or Form 40-F: Form 20-F: |X| Form 40-F: |_| 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): Yes: |_| No: |X| 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): Yes: |_| No: |X| Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: Yes: |_| No: |X| Enclosures: 1 - Press release dated January 16, 2004 -- "TURKCELL Passes the Qualification Round in Iran" 2 - Press release dated January 20, 2004 -- "TURKCELL Achieves 21% Subscriber Growth to 19 Million in 2003" 3 - Form on Announcement of Special Situations [graphic omitted] FOR IMMEDIATE RELEASE TURKCELL PASSES THE QUALIFICATION ROUND IN IRAN Istanbul, Turkey: January 16, 2004-Turkcell (NYSE:TKC, ISE: TCELL), the leading provider of mobile communications services in Turkey, today announced that, the Irancell consortium led by Turkcell has qualified, after the preliminary evaluation stage, to bid for Iran's mobile license tender. Turkcell continues to evaluate the tender and have not yet made a final decision regarding its participation. www.turkcell.com.tr About Turkcell Turkcell is the leading GSM operator in Turkey with 18.2 million postpaid and prepaid customers as of September 30, 2003. Turkcell had revenues of US$ 1,839.4 million during the nine month period ended September 30, 2003. Turkcell provides high-quality wireless telephone services throughout Turkey and has coverage of 100% of the towns with more than 10,000 inhabitants. Turkcell provides roaming with 352 operators in 141 countries as of September 30, 2003. At the end of 1999, Turkcell became the first GSM operator in Turkey to be awarded the prestigious ISO 9001 certificate for the quality of its service. Turkcell is the only NYSE listed company in Turkey. Turkcell has interests in international GSM operations in Azerbaijan, Georgia, Kazakhstan, Moldova and Northern Cyprus, which have a total of 2.1 million subscribers as of September 30, 2003. 1 For further information please contact: Contact: Turkcell: Citigate Dewe Rogerson Investors: Europe: Koray Ozturkler, Investor Relations Kate Delahunty Tel: + 90 212 313 1500 Tel: +44-20/7282-2934 Email: koray.ozturkler@turkcell.com.tr Email: kate.delahunty@citigatedr.co.uk Toby Moore Murat Borekci, Investor Relations Tel:+ 44-20/7282-2999 Tel: + 90 212 313 1503 Email: toby.moore@citigatedr.co.uk Email: murat.borekci@turkcell.com.tr or investor.relations@turkcell.com.tr United States: Media: Victoria Hofstad/Jessica Wolpert Nazli Candan, Corporate Communications Tel: + 1-201-499-3500 Tel: + 90 212 313 2310 Email: victoria.hofstad@citigatefi.com Email: nazli.candan@turkcell.com.tr jessica.wolpert@citigatefi.com or Bahar Erbengi, Corporate Communications Tel: + 90 212 313 2309 Email: bahar.erbengi@turkcell.com.tr 2 [LOGO OMITTED] FOR IMMEDIATE RELEASE TURKCELL ACHIEVES 21% SUBSCRIBER GROWTH TO 19 MILLION IN 2003 Istanbul, Turkey: January 20, 2004-Turkcell (NYSE:TKC, ISE: TCELL), the leading provider of mobile communications services in Turkey, today announced that its subscriber base climbed to 19.0 million as of December 31, 2003 from 15.7 million as of December 31, 2002, an increase of 21%. In the last quarter of 2003, Turkcell's net new subscribers amounted to 810,801, raising its total number of mobile subscribers to 19.0 million as of December 31, 2003 from 18.2 million subscribers at the end of the third quarter. Postpaid subscribers increased to 4.8 million and the number of prepaid subscribers reached 14.2 million, a 6% quarter-on-quarter rise. New gross subscribers acquired in 2003 consisted of 91% prepaid and 9% postpaid subscribers. Mr. Muzaffer Akpinar, CEO, noted that Turkcell's emphasis on customer relationship management and churn prevention efforts, together with improved consumer sentiment, fueled the Company's subscriber growth in 2003. Although the improvement in Turkcell's subscriber base is moderate in comparison to the previous year's growth of 29%, in line with macroeconomic developments in Turkey, the expansion of Turkcell's subscriber base in 2003 exceeded expectations, Mr. Akpinar added. www.turkcell.com.tr 1 About Turkcell Turkcell is the leading GSM operator in Turkey with 18.2 million postpaid and prepaid customers as of September 30, 2003. Turkcell had revenues of US$ 1,839.4 million during the nine month period ended September 30, 2003. Turkcell provides high-quality wireless telephone services throughout Turkey and has coverage of 100% of the towns with more than 10,000 inhabitants. Turkcell provides roaming with 352 operators in 141 countries as of September 30, 2003. At the end of 1999, Turkcell became the first GSM operator in Turkey to be awarded the prestigious ISO 9001 certificate for the quality of its service. Turkcell is the only NYSE listed company in Turkey. Turkcell has interests in international GSM operations in Azerbaijan, Georgia, Kazakhstan, Moldova and Northern Cyprus, which have a total of 2.1 million subscribers as of September 30, 2003. For further information please contact: Contact: Turkcell: Citigate Dewe Rogerson Investors: Europe: Koray Ozturkler, Investor Relations Kate Delahunty Tel: +90 212 313 1500 Tel: +44-20/7282-2934 Email: koray.ozturkler@turkcell.com.tr Email: kate.delahunty@citigatedr.co.uk Toby Moore Murat Borekci, Investor Relations Tel:+44-20/7282-2999 Tel: + 90 212 313 1503 Email: toby.moore@citigatedr.co.uk Email: murat.borekci@turkcell.com.tr or investor.relations@turkcell.com.tr United States: Media: Victoria Hofstad/Jessica Wolpert Nazli Candan, Corporate Communications Tel: +1-201-499-3500 Tel: + 90 212 313 2310 Email: victoria.hofstad@citigatefi.com Email: nazli.candan@turkcell.com.tr jessica.wolpert@citigatefi.com or Bahar Erbengi, Corporate Communications Tel: + 90-212/313-2309 Email: bahar.erbengi@turkcell.com.tr 2 FORM ON ANNOUNCEMENT OF SPECIAL SITUATIONS Turkcell Iletisim Hizmetleri A.S. Turkcell Plaza, No:153 Tepebasi 34430, Istanbul Tel No: (212) 313 10 00 Fax No: (212) 292 93 22 Subject: Statement in made pursuant to Circular VIII, No: 39 of the Capital Markets Board. THE CHAIRMAN OF THE CAPITAL MARKETS BOARD ANKARA Special Subjects: On March 2, 2001 Turk Telekom unilaterally, and without the approval of the Turkish Ministry, increased the fees it charges Turkcell for access to its transmission lines by 100%, effective April 1, 2001, and refused to lease Turkcell any further transmission lines until the required price adjustment was accepted. Following the commercial court's decision against Turkcell on December 26, 2002, Turkcell filed an appeal with the Court of Appeals. On January 18, 2004, Turkcell's appeal was rejected. This development will not have a cash effect on Turkcell's financials going forward as after the decision of the commercial court on December 26 2002, the injunction was removed and Turkcell had been making payments to Turk Telekom at increased rates. We hereby confirm that the above-mentioned explanations are furnished as per the provisions of the Communique 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 endeavours to collect the complete and true related information and that we assume the responsibility for this disclosure. TURKCELL ILETISIM HIZMETLERI A.S. Koray Ozturkler Serkan Okandan Investor Relations Financial Reporting 20.01.2004, 09:30 20.01.2004, 09:30 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: January 20, 2004 By: /s/ MUZAFFER AKPINAR ------------------------ Name: Muzaffer Akpinar Title: Chief Executive Officer