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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000899140-03-000046.txt : 20030121
<SEC-HEADER>0000899140-03-000046.hdr.sgml : 20030120
<ACCEPTANCE-DATETIME>20030121153046
ACCESSION NUMBER:		0000899140-03-000046
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030121
FILED AS OF DATE:		20030121

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MILLICOM INTERNATIONAL CELLULAR SA
		CENTRAL INDEX KEY:			0000912958
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO TELEPHONE COMMUNICATIONS [4812]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22828
		FILM NUMBER:		03519523

	BUSINESS ADDRESS:	
		STREET 1:		75 ROUTE DE LONGWY
		STREET 2:		BOX 23 BERTRANGE
		CITY:			GRAND DUCHY OF LUXEN
		STATE:			N4
		ZIP:			L8080
		BUSINESS PHONE:		3524571451
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>m1155174a.txt
<DESCRIPTION>REPORT OF FOREIGN PRIVATE ISSUER
<TEXT>


    As filed with the Securities and Exchange Commission on January 21, 2003


                                    FORM 6-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        Report of Foreign Private Issuer

                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                              For January 21, 2003


                             MILLICOM INTERNATIONAL
                                  CELLULAR S.A.

                               75 Route de Longwy
                            Box 23, L-8080 Bertrange
                            Grand-Duchy of Luxembourg
                       __________________________________
                    (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F

     Form 20-F...X...                   Form 40-F......


Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

     Yes......                          No...X....


If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):

     N/A



<PAGE>


On January 21, 2003, Millicom International Cellular S.A. ("MIC") issued a press
release which is attached hereto as Exhibit 99.1 and is incorporated by
reference into this Form 6-K.

Exhibit No.            Description

99.1                   Press Release dated January 21, 2003

                                    * * *

Certain of the statements made in this document may be considered to be
"forward-looking statements" as that term is defined in the U.S. Private
Securities Litigation Reform Act of 1995, such as statements that include the
words "expect", "estimate", "believe", "project", "anticipate", "should",
"intend", "probability", "risk", "may", "target", "goal", "objective" and
similar expressions or variations on such expressions. These statements appear
in a number of places throughout the document. These statements concern, among
other things, trends affecting Millicom International Cellular S.A.'s financial
condition or results of operations, capital expenditure plans, the potential for
growth and competition in areas of the company's business and the supervision
and regulation of the telecommunications' markets. Such forward-looking
statements are not guarantees of future performance and involve risks and
uncertainties; actual results may differ materially as a result of various
factors.

These factors include, but are not limited to:

     o    general economic conditions, government and regulatory policies and
          business conditions in the markets served by the company and its
          affiliates;

     o    telecommunications usage levels, including traffic and customer
          growth;

     o    competitive forces, including price pressures, technological
          developments and the ability of the company to retain market share in
          the face of competition from existing and new market entrants;

     o    regulatory developments and changes, including with respect to the
          level of tariffs, the terms of interconnection, customer access and
          international settlement arrangements, and the outcome of litigation
          related to regulation;

     o    the success of business, operating and financial initiatives, the
          level and timing of the growth and profitability of new initiatives,
          start-up costs associated with entering new markets, costs of handsets
          and other equipment, the successful deployment of new systems and
          applications to support new initiatives, and local conditions; and

     o    the availability, terms and use of capital, the impact of regulatory
          and competitive developments on capital outlays, the ability to
          achieve cost savings and realize productivity improvements, and the
          success of the company's investments, ventures and alliances.



<PAGE>


Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Millicom International
Cellular S.A. undertakes no obligation to release publicly the result of any
revisions to these forward-looking statements which may be made to reflect
events of circumstances after the date hereof, including, without limitation,
changes in Millicom International Cellular S.A.'s business or acquisition
strategy or planned capital expenditures, or to reflect the occurrence of
unanticipated events.



<PAGE>


                                   SIGNATURES
                                   ----------

     Pursuant to the requirements 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.

                                        MILLICOM INTERNATIONAL CELLULAR S.A.

                                        By: /s/ Marc Beuls
                                            ------------------------------
                                        Name:  Marc Beuls
                                        Title: Chief Executive Officer

Date: January 21, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>m1155174b.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>


                 [LOGO OF MILLICOM INTERNATIONAL CELLULAR S.A.]

                      MILLICOM INTERNATIONAL CELLULAR S.A.


                                                         FOR IMMEDIATE RELEASE

                                                              January 21, 2003


   COMMENCEMENT OF EXCHANGE OFFER AND CONSENT SOLICITATION FOR 13-1/2% SENIOR
                           SUBORDINATED NOTES DUE 2006

New York, London and Luxembourg - January 21, 2003 - Millicom International
Cellular S.A. ("Millicom") (Nasdaq: MICC), the global telecommunications
investor, today announces that it has commenced an exchange offer for its
13-1/2% Senior Subordinated Discount Notes due 2006, or the "Old Notes".

Holders of the Old Notes who tender their Old Notes will receive for each $1,000
of Old Notes validly tendered $600 of Millicom's newly issued 9% Senior Notes
due 2005, or the "9% Notes", and $75 of Millicom's newly issued 4% Senior
Convertible PIK (payment in kind) Notes due 2005, or the "4% Notes". The 4%
Notes are convertible into Millicom's common stock at any time after April 1,
2003 at a conversion price of $5 per share, which may result in a dilution to
existing Millicom stockholders of approximately 22% (assuming no issuance of PIK
notes in lieu of cash interest). At maturity or upon redemption, Millicom may,
at its option, in whole or in part, pay the then outstanding principal amount of
the 4% Notes, plus accrued and unpaid interest thereon, in cash or in shares of
its common stock. Millicom International Operations B.V., a wholly owned
subsidiary of Millicom, will irrevocably and unconditionally guarantee the 9%
Notes and 4% Notes.

Concurrently with the exchange offer, Millicom is also soliciting consents to
certain amendments to the indenture under which the Old Notes were issued. The
exchange offer and consent solicitation will expire at 5:00 p.m. on February 20,
2003, New York City time, unless extended by Millicom.

The exchange offer is made in a private offering only to holders of Old Notes
who are not U.S. persons, or who are U.S. persons that are either "qualified
institutional buyers" or "accredited investors" (as each of those terms are
defined under the Securities Act of 1933, as amended) and who can make the
representations to exchange, upon the terms and subject to the conditions set
forth in the private offering documents.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell Millicom's securities and is not being made to, nor will tenders
be accepted from, or on behalf of, holders of Old Notes in any jurisdiction in
which the making of the exchange offers and consent



<PAGE>


solicitations or the acceptance thereof would not be in compliance with the laws
of such jurisdiction.

CONTACTS:

Marc Beuls                                        Telephone: +352 27 759 101
President and Chief Executive Officer
Millicom International Cellular S.A., Luxembourg

Jim Millstein                                     Telephone: +1 212 632 6000
Lazard, New York

Peter Warner                                      Telephone: +44 20 7588 2721
Daniel Bordessa
Cyrus Kapadia
Lazard, London

Andrew Best                                       Telephone: +44 20 7321 5022
Shared Value Ltd, London

Visit Millicom's homepage at http://www.millicom.com


Millicom International Cellular S.A. is a global telecommunications investor
with cellular operations in Asia, Latin America and Africa. It currently has a
total of 17 cellular operations and licenses in 16 countries. Millicom's
cellular operations have a combined population under license (excluding Tele2)
of approximately 369 million people. In addition, Millicom provides high-speed
wireless data services in seven countries. Millicom also has a 6.8% interest in
Tele2 AB, the leading alternative pan-European telecommunications company
offering fixed and mobile telephony, data network and Internet services to over
16 million customers in 21 countries. Millicom's shares are traded on the Nasdaq
Stock Market under the symbol MICC.

This press release may contain certain "forward-looking statements" with respect
to our expectations and plans, strategy, management's objectives, future
performance, costs, revenues, earnings and other trend information. It is
important to note that our actual results in the future could differ materially
from those anticipated in forward-looking statements depending on various
important factors. Please refer to the documents we have filed with the U.S.
Securities and Exchange Commission under the U.S. Securities Exchange Act of
1934, as amended, including our most recent annual report on Form 20-F, for a
discussion of certain of these factors.

All forward-looking statements in this press release are based on information
available to us on the date hereof. All written or oral forward-looking
statements attributable to Millicom International Cellular S.A, any Millicom
International Cellular S.A members or persons acting on our behalf are expressly
qualified in their entirety by the factors referred to above. We do not intend
to update these forward-looking statements.

Lazard is acting for Millicom International Cellular S.A. in connection with the
exchange offer and consent solicitation and no-one else and will not be
responsible to anyone other than Millicom International Cellular S.A. for
providing the protections offered to clients of Lazard nor for providing advice
in relation to the exchange offer or consent solicitation.


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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