FORM OF NOTICE OF GUARANTEED DELIVERY

PURSUANT TO THE PROSPECTUS, DATED , 2004, OF TELCOM ITALIA CAPITAL AND TELECOM ITALIA S.p.A. (THE “PROSPECTUS”).

This form or one substantially equivalent hereto must be used to accept the Exchange Offer (as defined below) of Telecom Italia Capital, a societe anonyme organized under the laws of Luxembourg (“Telecom Italia Capital”), made pursuant to the Prospectus, if certificates for the outstanding Series A 4% Guaranteed Senior Notes due 2008—(Common Codes: 017953281 and 017953354; CUSIP Nos.: 87927VAB4 and T92762AB8; ISIN Nos.: US87927VAB45 and UST92762AB80) (the “Outstanding Series A Notes”), Series B 5.25% Guaranteed Senior Notes due 2013—(Common Codes: 017953150 and 017953168; CUSIP Nos.: 87927VAA6 and T92762AA0; ISIN Nos.: US87927VAA61 and UST92762AA08) (the “Outstanding Series B Notes”), and Series C 6.375% Guaranteed Senior Notes due 2033—(Common Codes: 017953427 and 017953435; CUSIP Nos. 87927VAC2 and T92762AC6; ISIN Nos. US87927VAC28 and UST92762AC63) (the “Outstanding Series C Notes” and together with the Outstanding Series A Notes and Outstanding Series C Notes, the “Outstanding Notes”) are not immediately available or if such certificates and all other required documents cannot be delivered on or prior to the Expiration Date or if the procedure for book-entry transfer cannot be completed on a timely basis or any other documents required by the Letter of Transmittal cannot be delivered to JPMorgan Chase Bank (the “Exchange Agent”) prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer at the applicable address set forth below. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the Exchange Agent at the applicable address and facsimile number set forth below. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Prospectus.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2004, UNLESS THE OFFER IS EXTENDED (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an “Eligible Institution” under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal.

The undersigned hereby tenders to Telecom Italia Capital, upon the terms and conditions set forth in the Prospectus and the Letter of Transmittal, receipt of which are hereby acknowledged, and which together constitute the offer (the “Exchange Offer”) from Telecom Italia Capital to exchange its Outstanding Series A Notes, Outstanding Series B Notes and Outstanding Series C Notes for a like aggregate principal amount of Exchange Notes of the same denomination, the principal amount of Outstanding Series A Notes, Outstanding Series B Notes or Outstanding Series C Notes set forth below pursuant to the guaranteed delivery procedures described in the Prospectus and the Letter of Transmittal.

The undersigned understands and acknowledges that the Exchange Offer will expire at 5:00 p.m., New York City time, on , 2004, unless extended by Telecom Italia Capital or Telecom Italia S.p.A. With respect to the Exchange Offer, “Expiration Date” means 5:00 p.m., New York City time, on , 2004, or if the Exchange Offer is extended, the latest time and date to which the Exchange Offer is so extended by either Telecom Italia Capital or Telecom Italia S.p.A..

All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.

HOLDERS WHO WISH TO TENDER MORE THAN ONE SERIES OF NOTES USING THIS NOTICE OF GUARANTEED DELIVERY SHOULD COMPLETE SEPARATE NOTICES FOR EACH OF THE OUTSTANDING SERIES A NOTES, OUTSTANDING SERIES B NOTES AND OUTSTANDING SERIES C NOTES, AS APPLICABLE.


Signature of Owner

Signature of Owner (if more than one)

This Notice of Guaranteed Delivery must be signed by the holder(s) exactly as their name(s) appear on certificates for the Outstanding Notes, as the case may be, or on a security position listing as the owner of the Outstanding Notes, as the case may be, or by person(s) authorized to become holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information. Holders that wish to tender more than one series of Outstanding Notes using this Notice of Guaranteed Delivery should complete separate Notices of Guaranteed Delivery for each series.


Name(s):




		(Please print)

Address:




		(Include Zip Code)

Area Code and Telephone No:

IF OUTSTANDING NOTES WILL BE DELIVERED BY BOOK-ENTRY TRANSFER, PROVIDE THE DEPOSITORY TRUST COMPANY (“DTC” OR THE “BOOK-ENTRY TRANSFER FACILITY”) ACCOUNT NO:

The undersigned, a member of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “Eligible Institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees that the certificates representing the principal amount of Outstanding Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the Book-Entry Transfer Facility pursuant to the procedures set forth in “Terms of the Exchange Offer—Guaranteed Delivery Procedure” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by such letter of transmittal, will be received by the Exchange Agent at the applicable address set forth above, no later than 5:00 p.m., New York City time, on the fifth business day following the Expiration Date.

NOTE: DO NOT SEND OUTSTANDING NOTE CERTIFICATES WITH THIS FORM. CERTIFICATES FOR OUTSTANDING NOTES SHOULD BE SENT WITH THE LETTER OF TRANSMITTAL.

A properly completed and duly executed copy of this Notice of Guaranteed Delivery and any other documents required by this Notice of Guaranteed Delivery must be received by the Exchange Agent at the applicable address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of this Notice of Guaranteed Delivery and any other required documents to the Exchange Agent is at the election and risk of the holder of the Outstanding Notes and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered or certified mail properly insured, with return receipt requested, is recommended. In all cases, sufficient time should be allowed to assure timely delivery. For a description of the guaranteed delivery procedure, see Instruction 1 of the Letter of Transmittal.

If this Notice of Guaranteed Delivery is signed by the registered holder(s) of the Outstanding Notes referred to herein, the signature must correspond with the name(s) written on the face of the Outstanding Notes, as the case may be, without alteration, enlargement, or any change whatsoever. If this Notice of Guaranteed Delivery is signed by a participant of a Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Outstanding Notes, the signature must correspond with the name shown on the security position listing as the owner of the Outstanding Notes, as the case may be.

If this Notice of Guaranteed Delivery is signed by a person other than the registered holder(s) of any Outstanding Notes listed or a participant of the Book-Entry Transfer Facility whose name appears on a security position listing as the owner of Outstanding Notes, this Notice of Guaranteed Delivery must be accompanied by appropriate bond powers, signed as the name of the registered holder(s) appears on the Outstanding Notes or signed as the name of the participant shown on the Book-Entry Transfer Facility’s security position listing.

If this Notice of Guaranteed Delivery is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person should so indicate when signing and unless waived by Telecom Italia Capital evidence satisfactory to Telecom Italia Capital of its authority to so act must be submitted with the Letter of Transmittal.

Questions and requests for assistance and requests for additional copies of the Prospectus may be directed to the Exchange Agent at the applicable address set forth above. Holders of Outstanding Notes may also contact their broker, dealer, commercial bank, trust company, or other nominee for assistance concerning the Exchange Offer.


*By Registered or Certified Mail:*	*By Overnight Delivery or by Hand between 8:00 a.m. and 4:30 p.m.:*

JPMorgan Chase Bank 4 New York Plaza, 15th Floor New York, New York 10004	JPMorgan Chase Bank 4 New York Plaza, 15th Floor New York, New York 10004	J.P. Morgan Bank Luxembourg S.A. 5 Rue Plaetis, Floor 1 L-2338 Luxembourg

Attention: Institutional Trust Services	Attention: Institutional Trust Services

To Confirm by Telephone: (212) 623-5159	To Confirm by Telephone: (212) 623-5159

Facsimile Transmissions: (212) 623-6207 or 6214	Facsimile Transmissions: (212) 623-6207


Certificate Nos. of Outstanding Series B Notes (if available):

Certificate Nos. of Outstanding Series C Notes (if available):


Account No. for Outstanding Series A Notes (if applicable):

Account No. for Outstanding Series B Notes (if applicable):

Account No. for Outstanding Series C Notes (if applicable):