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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM
      20-F/AAmendment No. 1



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(Mark One)

| ̈ | 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 1934For
    the fiscal year ended: December 31, 2005
|- | ------------------------------------------------------------------------------------------------------------------------------------

OR

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

| ̈ | SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934Date
    of event requiring this shell company report
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------





Commission file number: 333-12334



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Telecom Italia Media S.p.A.

(Exact name of Registrant as specified in its charter)



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Italy

(Jurisdiction of incorporation or organization)



Via Cristoforo Colombo 142

00147 Rome, Italy

(Address of
principal executive offices)



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

[None]



Securities registered or to be 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:

Ordinary
    Shares, nominal value 0.03 per share



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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 0.03 per share |  | 3,289,272,469 |  | 
|                                               |  |               |  | 
|Savings Shares, nominal value 0.03 per share  |  | 54,969,513    |  | 

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



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. ̈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 ̈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 |  | xAccelerated filer |  |  ̈Non-accelerated filer

Indicate by check mark which financial statement item the registrant has elected to
follow.    x  Item 17 ̈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).    Yes ̈No  x



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EXPLANATORY NOTE

This Amendment No. 1 on Form 20-F/A amends the Annual Report on Form 20-F for the year ended December 31, 2005, filed with the Securities and Exchange Commission on June 30, 2006. Telecom Italia Media
S.p.A. has filed this Amendment No. 1 on Form 20-F/A solely for the purpose of amending the cover sheet with the following:

- The check mark indicating if the registrant is a well-known seasoned issues, as defined in Rule 405 of the Securities Act has been moved from yes to no.
- The check mark indicated whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer has been moved from large accelerated filer to accelerated
filer.

Other than the foregoing, the Form 20-F is not amended in any way by this Amendment No. 1. of the Original Report.

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SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                         |                             |                      |                  
|------------------------ | --------------------------- | -------------------- | -----------------
|                         |                             |                      |                  
|                         |                             |                      |                  
|                         | Telecom Italia Media S.p.A.
|                         |                             |                      |                  
|                         |                             |                      |                  
|                         | By:                         | /s/ Enrico Parazzini
|                         |                             |                     
|                         |                             | Name:                | Enrico Parazzini 
|                         |                             | Title:               | Managing Director
|Date: September 28, 2006 |                             |                      |                  



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