SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8 )

TELECOM ARGENTINA S.A.

(Name of Issuer)

CLASS B ORDINARY SHARES

(Title of Class of Securities)

879273209

(CUSIP Number)

Antonino Cusimano

Telecom Italia S.p.A.

Piazza degli Affari, 2

20123 Milan - Italy

+39 06 3688 1

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

With a copy to:

Jeffrey M. Oakes, Esq.

Davis Polk & Wardwell LLP

99 Gresham Street

London EC2V 7NG, United Kingdom

Tel. No. + 44 20 7418 1386

June 9, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 879273209
1.	Names of Reporting Persons. Telecom Italia S.p.A.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Italy
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power
		8.	Shared Voting Power 36,832,4081
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 36,832,408
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,832,408
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.64%
14.	Type of Reporting Person (See Instructions) HC, CO

1 Telecom Italia S.p.A., together with Telecom Italia International N.V., exercises its rights over the Shares (as defined in Item 1. below) indirectly through Sofora Telecomunicaciones S.A. (“Sofora”) and other subsidiaries.

2

CUSIP No. 879273209
1.	Names of Reporting Persons. Telecom Italia International N.V.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization The Netherlands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power
		8.	Shared Voting Power 36,832,4082
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power 36,832,408
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,832,408
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.64%
14.	Type of Reporting Person (See Instructions) HC, CO

2 Telecom Italia International N.V., together with Telecom Italia S.p.A., exercises its rights over the Shares (as defined in Item 1. below) indirectly through Sofora and other subsidiaries.

3

CUSIP No. 879273209
1.	Names of Reporting Persons. Sofora Telecomunicaciones S.A.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 36,832,4083
		8.	Shared Voting Power
		9.	Sole Dispositive Power 36,832,408
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,832,408
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.64%
14.	Type of Reporting Person (See Instructions) HC, CO

3 Sofora Telecomunicaciones S.A. exercises its rights over the Shares (as defined in Item 1. below) through its participation in Nortel Inversora S.A. (“Nortel”).

4

CUSIP No. 879273209
1.	Names of Reporting Persons. Nortel Inversora S.A.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) o
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	Sole Voting Power 36,832,408
		8.	Shared Voting Power
		9.	Sole Dispositive Power 36,832,408
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 36,832,408
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class Represented by Amount in Row (11) 7.64%
14.	Type of Reporting Person (See Instructions) HC, CO

5

Item 1.  Security and Issuer

Telecom Italia S.p.A. (“TI”) hereby amends and supplements its report on Schedule 13D, as filed on October 22, 2010 and amended on March 10, 2011, October 31, 2011, March 29, 2012, March 6, 2013, November 8, 2013, November 14, 2013, and December 11, 2013 (the “Schedule 13D”), with respect to the Class B shares, P$1.00 par value per share (the “Shares”), of Telecom Argentina S.A., an Argentinean corporation (the “Issuer”), a portion of which is represented by American Depositary Shares which are traded on the New York Stock Exchange (the “NYSE”). The principal executive offices of the Issuer are located at Alicia Moreau de Justo 50, 10th floor, 1107 Buenos Aires, Argentina. Unless otherwise indicated, capitalized terms used in this Amendment No. 8, but not defined herein, shall have the meaning assigned to such terms in the Schedule 13D.

Except as set forth herein, the Schedule 13D is unmodified.

Item 4.  Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On June 9, 2014, the Pledge and Security Agreement, dated November 13, 2014 and filed as an exhibit to the 13D, was amended to permit the release of the pledge of American Depositary Shares representing Preferred B shares of Nortel, in a number equivalent to an initial average market value of USD 100 million, to be replaced with American Depositary Shares representing Shares, in a number equivalent to an initial average market value of USD 109 million.

Item 7.  Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following information:

Exhibit 10: Amendment No. 1 to the Pledge and Security Agreement, dated as of June 9, 2014, among Fintech Investments Ltd. and the Sellers.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 10, 2014

Date

/s/ Lorenzo Canu

Signature

Lorenzo Canu

Head of Corporate Affairs – Società Internazionali

TELECOM ITALIA S.P.A.

June 10, 2014

Date

/s/ Francesco Saverio Lobianco

Signature

Francesco Saverio Lobianco

Chief Executive Officer

TELECOM ITALIA INTERNATIONAL N.V.

June 10, 2014

Date

/s/ Patrizio Graziani

Signature

Patrizio Graziani

Chairman of the Board of Directors

SOFORA TELECOMUNICACIONES S.A.

June 10, 2014

Date

/s/ Patrizio Graziani

Signature

Patrizio Graziani

Chairman of the Board of Directors

NORTEL INVERSORA S.A

EX-10

AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT

AMENDMENT NO. 1, dated as of June 9, 2014 (this “Amendment”), to the Pledge and Security Agreement, dated as of November 13, 2013 (the “Agreement”), by and among Fintech Investments Ltd., a limited liability company duly organized and existing under the laws of the British Virgin Islands (the “Guarantor”), and Telecom Italia S.p.A., a company duly organized and existing under the laws of Italy with its registered office at Piazza degli Affari, 2, Milan, Italy (“TI”), Telecom Italia International N.V., a company duly organized and existing under the laws of The Netherlands with its registered office at Strawinskylaan 1627, 1077XX Amsterdam (“TII” and together with TI, the “Sellers”).

WHEREAS, the parties hereto desire to amend the Agreement as provided herein;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1.  Defined Terms; References.  Unless otherwise specifically defined herein, each term used herein that is defined in the Agreement has the meaning assigned to such term in the Agreement.  Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Agreement shall, after this Amendment becomes effective, refer to the Agreement as amended hereby.

Section 2. Definition of American Depositary Shares or ADSs.  The definition of “American Depositary Shares” or “ADSs” in Section 1.02 of the Agreement is amended to read as follows:

“American Depositary Shares” or “ADSs” means American Depositary Shares each representing 5 Class B Shares of the Company and represented by American Depositary Receipts issued pursuant to the Deposit Agreement.

Section 3.  Definition of Company.  The definition of “Company” in Section 1.02 of the Agreement is amended to read as follows:

“Company” means Telecom Argentina S.A., a sociedad anónima duly organized and existing under the laws of the Republic of Argentina.

Section 4. Definition of Deposit Agreement.  The definition of “Deposit Agreement” in Section 1.02 of the Agreement is amended to read as follows:

“Deposit Agreement” means the Deposit Agreement dated as of November 8, 1994 among the Company, the Depositary and the owners of American Depositary Receipts issued thereunder.

Section 5. Definition of Initial Shares.  The definition of “Initial Shares” in Section 1.02 of the Agreement is amended to read as follows:

“Initial Shares” means 5,200,000 ADSs.

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Section 5. Representations of Guarantor.  The Guarantor represents and warrants to the Sellers that the representations and warranties of the Guarantor set forth in Section 2 of the Agreement are true as of the date hereof; provided that the reference to the Company’s Annual Report on Form 20-F filed with the SEC on April 15, 2013 shall refer to the Company’s Annual Report on Form 20-F filed with the SEC on April 14, 2014.

Section 6. Deposit of Initial Shares; Pledge.  In the event that the Initial Shares have not been deposited in the Account as of the date hereof, the Guarantor undertakes and agrees to cause all of the Initial Shares to be transferred and deposited into the Account within one (1) Business Day of the date hereof.  In accordance with the terms of the Agreement, the Guarantor hereby pledges to the Sellers, and grants to the Sellers for the benefit of the Secured Parties, a first priority security interest in all of the Guarantor’s right, title and interest in the Initial Shares.

Section 7. Release of Pledge.  The pledge on, and security interest in, the American Depositary Shares representing Series B Preferred Shares of Nortel Inversora S.A. on deposit in the Account is hereby released and the Sellers shall instruct the Intermediary to release such shares within one (1) Business Day of the date on which the Initial Shares are deposited in the Account as contemplated by paragraph (6) above.

Section 8. Governing Law.  This Amendment shall be construed in accordance with and governed by the law of the State of New York.

Section 9. Counterparts.  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

Section 10. Effectiveness.  This Amendment shall become effective as of the date hereof.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

FINTECH INVESTMENTS LTD., as Guarantor
By:	Diretora Corporate Services S.A., acting as director of FINTECH INVESTMENTS LTD.
By:	/s/ André Spörri
	Name:         André Spörri
	Title:           Director / Secretary

By:	/s/ Nathalie Sutter
	Name:         Nathalie Sutter
	Title:           Executive Vice President

TELECOM ITALIA S.P.A., as Seller
By:	/s/ Piergiorgio Peluso
	Name:         Piergiorgio Peluso
	Title:           CFO – Attorney in Fact

TELECOM ITALIA INTERNATIONAL N.V., as Seller
By:	/s/ Guglielmo Noya
	Name:          Guglielmo Noya
	Title:            Attorney in Fact