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THE REPUBLIC of TURKEY Citigroup Goldman

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THE REPUBLIC of TURKEY Citigroup Goldman PROSPECTUS SUPPLEMENT (to Prospectus, dated August 10, 2006) THE REPUBLIC OF TURKEY Invites the holders of 11.375% Notes due 2006, 10% Notes due 2007, 10.5% Notes due 2008, 9.875% Notes due 2008, 12% Notes due 2008, 12.375% Notes due 2009 and 11.75% Notes due 2010 to submit, in a modified Dutch auction, such notes (“old notes”) in exchange for Notes due 2016 (the “2016 Notes”) (this transaction, as contemplated by this prospectus supplement, the accompanying prospectus and, if applicable, the related letters of transmittal, is referred to as the “ invitation ”). Offering for Cash of Notes due 2016 (the offering for cash is referred to as the “ cash offering ” and, together with the invitation, as the “ global note offering ”). THE INVITATION WILL COMMENCE TODAY, SEPTEMBER 6, 2006, AND EXPIRE AT 11 A.M. (NEW YORK CITY TIME) ON SEPTEMBER 13, 2006, UNLESS EXTENDED OR EARLIER TERMINATED. THE REPUBLIC OF TURKEY REFERS TO THIS DATE, AS SO EXTENDED OR EARLIER TERMINATED, AS THE “EXPIRATION DATE.” The 2016 Notes will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to much of The Republic of Turkey’s outstanding public external indebtedness, including the old notes. Under these provisions, which are described in the sections entitled “Description of the 2016 Notes — Default; Acceleration of Maturity” and “— Amendments and Waivers” in this prospectus supplement and “Collective Action Securities” in the accompanying prospectus, The Republic of Turkey may amend the payment provisions of the 2016 Notes and certain other terms with the consent of the holders of not less than 75% of the aggregate principal amount of the outstanding 2016 Notes. The Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the “CSSF”), as competent authority under the Directive 2003/71/EC of November 4, 2003 (the “Prospectus Directive”), has approved this prospectus supplement and the accompanying prospectus dated August 10, 2006. This prospectus supplement and the accompanying prospectus dated August 10, 2006, constitute a prospectus within the meaning of article 5 of the Prospectus Directive. Application has been made to list and trade the 2016 Notes on the Regulated Market “ Marché Officiel ” of the Luxembourg Stock Exchange which is a regulated market for the purpose of Directive 93/22/EC (the Investment Services Directive). Neither the Securities and Exchange Commission nor any other regulatory body in the United States has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. The joint dealer managers for the invitation and the joint book runners for the cash offering are: Citigroup Goldman Sachs International The date of this prospectus supplement is September 6, 2006 The Republic accepts responsibility for the information contained within this document. The Republic declares that having taken all reasonable care to ensure that such is the case, the information contained in this document is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import. Unless otherwise stated, all annual information, including budgetary information, is based upon calendar years. Figures included in this prospectus supplement and the accompanying prospectus have been subject to rounding adjustments; accordingly, figures shown for the same item of information may vary, and figures that are totals may not be an arithmetical aggregate of their components. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the documents incorporated by reference, in making your investment decision. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. The Republic is not offering to sell any securities other than the 2016 Notes offered under this prospectus supplement, nor is the Republic soliciting offers to buy or exchange any securities other than the old notes described in this prospectus supplement. The Republic is not offering to sell the 2016 Notes or soliciting offers to buy or exchange old notes in places where such offers are not permitted by applicable law. You should not assume that the information in this prospectus supplement or the accompanying prospectus, or the information the Republic has previously filed with the Securities and Exchange Commission, or SEC, and incorporated by reference in this prospectus supplement and the accompanying prospectus, is accurate as of any date other than their respective dates. The Republic’s economic, fiscal or political circumstances may have changed since such dates. The distribution of this prospectus supplement and the offering of the 2016 Notes in certain jurisdictions is restricted by law. Persons who acquire this prospectus supplement are required by the Republic, the joint dealer managers, the exchange agent and the Luxembourg exchange agent to inform themselves about, and to observe, any such restrictions. See “Jurisdictional Restrictions” in this prospectus supplement. In connection with the issue of the 2016 Notes, the joint dealer managers (or persons acting on behalf of the joint dealer managers) may over-allot the 2016 Notes (provided that the aggregate principal amount of 2016 Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the 2016 Notes) or effect transactions with a view to supporting the market price of the 2016 Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the joint dealer managers (or persons acting on behalf of the joint dealer managers) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the 2016 Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the 2016 Notes and 60 days after the date of the allotment of the 2016 Notes. ____________________________________ TABLE OF CONTENTS Prospectus Supplement Page Description of the 2016 Notes............................ S-53 Summary...............................................................S-4 Global Clearance and Settlement ....................... S-61 Summary Time Schedule for the Global Taxation ............................................................. S-65 Note Offering......................................................S-16 Joint Dealer Managers and Joint Book Runners; Risk Factors........................................................S-18 Plan of Distribution............................................ S-72 Forward-Looking Statements .............................S-23 Jurisdictional Restrictions .................................. S-75 Recent Developments .........................................S-24 Legal Matters ..................................................... S-82 Terms of the Global Note Offering.....................S-38 Incorporation by Reference................................ S-83 The Old Notes.....................................................S-52 ANNEX A: Hypothetical Terms .........................A-1 S-2 ANNEX B: Formula to Determine Note Issue Collective Action Securities...................................13 Price Based on Yield to Maturity ........................ B-1 Plan of Distribution................................................16 Prospectus Page Validity of the Securities........................................17 Where You Can Find More Information ................. 2 Official Statements.................................................18 Data Dissemination.................................................. 2 Authorized Agent...................................................18 Use of Proceeds ....................................................... 3 Debt Securities......................................................... 3 ____________________________________ We are a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize upon judgments of courts in the United States against us. See “Debt Securities — Governing Law and Consent to Service” in the accompanying prospectus. References to “TL” in this prospectus supplement are to the Turkish Lira, the Republic’s official currency prior to January 1, 2005. References to “YTL” in this prospectus supplement are to the New Turkish Lira, the Republic’s new official currency, which was introduced on January 1, 2005. References to “US$”, “$”, “U.S. dollars” and “dollars” in this prospectus supplement are to lawful money of the United States of America. Translations of amounts from New Turkish Lira to dollars are solely for the convenience of the reader and, unless otherwise stated, are made at the exchange rate prevailing at the time as of which such amounts are specified. No representation is made that the New Turkish Lira or dollar amounts referred to herein could have been or could be converted into dollars or New Turkish Lira, as the case may be, at any particular rate or at all. S-3 SUMMARY This summary should be read as an introduction to the prospectus supplement and the accompanying prospectus. Any decision to invest in the 2016 Notes by an investor should be based on consideration of the prospectus supplement and the accompanying
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