** **

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

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**FORM 20-F/A**

**(Amendment No. 1)**

** **

(Mark One)

| **o** |   | **REGISTRATION  STATEMENT PURSUANT TO SECTION 12(b) OR 12(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 endedDecember 31, 2005**

**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 No. 000-50121**

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**TeliaSonera AB**

(Exactname of Registrant as specified in its charter)

**Sweden**

(Jurisdictionof incorporation)

**Sturegatan 1, SE-10663 Stockholm, Sweden**

(Addressof principal executive offices)

Securitiesregistered pursuant to Section 12(b) of the Act: **None**

Securitiesregistered pursuant to Section 12(g) of the Act:

**Shares, nominal value SEK 3.20**

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

Indicate the number ofoutstanding shares of each of the issuer’s classes of capital or common stockas of the close of the period covered by the Annual Report:

Shares,nominal value SEK 3.20: 4,490,457,213

Indicate by check markif the registrant is a well-known seasoned issuer, as defined in Rule 405of the Securities Act. Yes x    No o

If this report is anannual or transition report, indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes o    No x

Indicate by check markwhether the registrant (1) has filed all reports to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2), has been subject to such filing requirements for the past 90days. Yes x    No o

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

Largeaccelerated filer o   Acceleratedfiler o    Non-acceleratedfiler x

Indicate by check markwhich statement item the registrant has elected to follow. Item 17 x    Item 18 o

If this is an annualreport, indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Exchange Act). Yes o    No x

(APPLICABLEONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant hasfiled all documents and reports required to be filed by Section 12, 13 or15(d) of the Securities Exchange Act of 1934 subsequent to thedistribution of securities under a plan confirmed by a court. Yes o    No o

 

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**ExplanatoryNote**

TeliaSonera AB is filing this Amendment No. 1 toits annual report on Form 20-F for the fiscal year ended December 31,2005, as filed with the U.S. Securities and Exchange Commission on April 6,2006 (the “2005 20-F”), by setting forth the following amendments to Item17. Financial statements and Item 19. Exhibits of the 2005 20-F toprovide separate audited consolidated financial statements of Turkcell IletisimHizmetleri A.S. (“Turkcell”) as of and for the fiscal year end December 31,2005, including the audit report of CevdetSuner Denetim ve Yeminli Mali Musavirlik A.S.****relating thereto, as required under Rule 3-09 ofRegulation S-X. This amendment also includes comparative information onTurkcell as of December 31, 2004 and for the fiscal years ended December 31,2004 and 2003.

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**Item 17. Financial statements**

Separate consolidated financial statements forTurkcell included as Exhibit 14.1 hereto, including the independentauditors’ report of Cevdet SunerDenetim ve Yeminli Mali Musavirlik A.S.****withrespect to the consolidated financial statements for Turkcell, are herebyincorporated by reference.

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**Item 19. Exhibits**
| Form 20-F Item  Heading | ** ** | **Location in this document** | ** ** | **Page  No.**                                                                                                                                                                                                                                                                                                                           |
|------------------------------|------------|-------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **19**                       | ** ** | **Exhibits**                  |       |                                                                                                                                                                                                                                                                                                                                    |   |   |
|                         |       | 1                             |       | Articles of Association of TeliaSonera AB  (incorporated herein by reference to Exhibit 1 to the Annual Report on  Form 20-F for the period ended December 31, 2004, filed by  TeliaSonera AB with the Securities and Exchange Commission on April 7,  2005)                                                        |   |   |
|                         |       | 4.1                           |       | Combination Agreement, dated as of March 26,  2002, by and between Telia AB and Sonera Corporation (incorporated herein by  reference to Exhibit 2.1 to the Registration Statement on Form F-4  filed by Telia AB with the Securities and Exchange Commission on  October 1, 2002 (the “Form F-4”)). |   |   |
|                         |       | 4.2                           |       | Amendment to the Combination Agreement, dated as of  September 27, 2002, by and between Telia and Sonera (incorporated herein  by reference to Exhibit 2.2 to the Form F-4).                                                                                                                                             |   |   |
|                         |       | 4.3                           |       | Framework Agreement, dated as of March 15,  2001, between Telia AB and Telia Mobile AB, NetCom AB and Tele2 AB  (incorporated herein by reference to Exhibit 10.1 to the Form F-4).                                                                                                                                      |   |   |
|                         |       | 4.4                           |       | Shareholder Agreement, dated as of March 15,  2001, between Telia AB, Telia Mobile AB, NetCom AB and Tele2 AB (incorporated  herein by reference to Exhibit 10.2 to the Form F-4).                                                                                                                                       |   |   |
|                         |       | 4.5                           |       | Registration Rights Agreement, dated as of  September 27, 2002 between Telia AB and the Kingdom of Sweden  (incorporated herein by reference to Exhibit 10.3 to the Form F-4).                                                                                                                                           |   |   |
|                         |       | 4.6                           |       | Registration Rights Agreement, dated as of  September 27, 2002, between Telia AB and the Republic of Finland  (incorporated herein by reference to Exhibit 10.4 to the Form F-4).                                                                                                                                        |   |   |
|                         |       | 6                             |       | See Note 21 to Consolidated Financial Statements,  section “Earnings per share and dividends.”                                                                                                                                                                                                                                |   | 109 |
|                         |       | 7                             |       | For definitions of certain ratios used in this  report, see Ten-Year Summary.                                                                                                                                                                                                                                                           |   | 180 |
|                         |       | 8                             |       | For significant subsidiaries as of the end of the  year covered by this annual report, see Supplemental Information, Item  4.C—Organizational Structure.                                                                                                                                                                           |   | 186 |
|                         |       | 12.1                          |       | Certification by the Chief Executive Officer  pursuant to Section 302 of the Sarbanes Oxley Act 2002.                                                                                                                                                                                                                              |   |   |
|                         |       | 12.2                          |       | Certification by the Chief Financial Officer  pursuant to Section 302 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                                                                           |   |   |
|                         |       | 13.1                          |       | Certification by the Chief Executive Officer  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                      |   |   |
|                         |       | 13.2                          |       | Certification by the Chief Financial Officer  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes Oxley Act of 2002.                                                                                                                                                                      |   |   |

 

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|  |   | 14.1 |   | Consolidated Financial Statements of Turkcell  Iletisim Hizmetleri A.S., including independent auditors’ report of KPMG Cevdet Suner Denetim ve Yeminli Mali  Musavirlik A.S. regarding the consolidated financial statements of  Turkcell Iletisim Hizmetleri A.S. |   |   |
|--|--------|------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|

 

 

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**SIGNATURES**

The registrant herebycertifies that it meets all of the requirements for filing on Form 20-Fand that it has duly caused and authorized the undersigned to sign this annualreport on its behalf.
|                    | ** ** | **TELIASONERA AB** |
|--------------------|------------|--------------------|
|               | ** ** | ** **         |
|               |       | By:                |   | /s/ ANDERS IGEL |
| June 27, 2006 |       | * *           |   | Name:* *Anders Igel**Title:* President and  Chief Executive Officer* |
|               |       | * *           |   |   |
|               |       | By:                |   | /s/ KIM IGNATIUS |
|               |       | * *           |   | Name: Kim Ignatius  Title: *Chief Financial Officer* |

 

 

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