20-F/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A
Amendment No. 1

(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 1934
Date of event requiring this shell company report                             

Commission file number: 333-12334

Telecom Italia Media S.p.A.

(Exact name of Registrant as specified in its charter)

Italy

(Jurisdiction of incorporation or organization)

Via Cristoforo Colombo 142

00147 Rome, Italy

(Address of principal executive offices)

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

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.    
¨  Yes    x  No

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 x  Accelerated 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

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.

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

EX-12.1

Exhibit 12.1

Certification pursuant to Section 302 Sarbanes Oxley Act by the Chief Financial Officer of Telecom Italia Media S.p.A.

      I, Enrico Parazzini, certify that:

     1. I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F/A (the “Report”) for the period ending December 31, 2005, of Telecom Italia Media S.p.A

     2. Based on my knowledge, this Amendment No. 1 to this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report.

	By:	/s/ Enrico Parazzini
		Name:	Enrico Parazzini
		Title:	Managing Director
Date: September 28, 2006

EX-12.2

Exhibit 12.2

Certification pursuant to Section 302 Sarbanes Oxley Act by the Chief Financial Officer of Telecom Italia Media S.p.A.

      I, Paolo Serra, certify that:

     1. I have reviewed this Amendment No. 1 to the Annual Report on Form 20-F/A (the “Report”) for the period ending December 31, 2005, of Telecom Italia Media S.p.A

     2. Based on my knowledge, this Amendment No. 1 to this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report.

	By:	/s/ Paolo Serra
		Name:	Paolo Serra
		Title:	Chief Financial Officer
Date: September 28, 2006

EX-13.1

Exhibit 13.1

Certification pursuant to Section 906 Sarbanes Oxley Act by the Chief Executive Officer of Telecom Italia Media S.p.A.

     The certification set forth below is being submitted in connection with Amendment No. 1 to the Annual Report on Form 20-F/A (the “Report”) for the period ending December 31, 2005 of Telecom Italia Media S.p.A. (the “Company”) as filed with the Securities and Exchange Commission on June 30, 2006 for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

     Enrico Parazzini, the Chief Executive Officer of Telecom Italia Media S.p.A., certifies that, to the best of his knowledge:

     1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act of 1934; and

     2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Telecom Italia Media S.p.A

	By:	/s/ Enrico Parazzini
		Name:	Enrico Parazzini
		Title:	Managing Director
Date: September 28, 2006

EX-13.2

Exhibit 13.2

Certification pursuant to Section 906 Sarbanes Oxley Act by the Chief Executive Officer of Telecom Italia Media S.p.A.

     The certification set forth below is being submitted in connection with Amendment No. 1 to the Annual Report on Form 20-F/A (the “Report”) for the period ending December 31, 2005 of Telecom Italia Media S.p.A. (the “Company”) as filed with the Securities and Exchange Commission on June 30, 2006 for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

     Paolo Serra, the Chief Executive Officer of Telecom Italia Media S.p.A., certifies that, to the best of his knowledge:

     1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act of 1934; and

     2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Telecom Italia Media S.p.A

	By:	/s/ Paolo Serra
		Name:	Paolo Serra
		Title:	Chief Financial Officer
Date: September 28, 2006