<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>mar0303_6k.txt
<TEXT>
                                    FORM 6-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                            Report of Foreign Issuer


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


                                 For March 3, 2003

                        Commission File Number: 000-22828

                             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 of Form 20-F or Form 40-F.

               Form 20-F    X            Form 40-F
                          _____                      _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): _____

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): 82- ____________


<PAGE>



                      MILLICOM INTERNATIONAL CELLULAR S.A.

                                INDEX TO EXHIBITS

Item

1.    Press release dated February 28, 2003






<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.
                                                       (Registrant)



Date: March 3, 2003                         By: /s/ John Ratcliffe
                                                ------------------
                                            Name: John Ratcliffe
                                            Title: Chief Financial Controller



<PAGE>


                                                                          Item 1

                                     [MIC]

                      MILLICOM INTERNATIONAL CELLULAR S.A.

                                                           FOR IMMEDIATE RELEASE
                                                               February 28, 2003

              EXTENSION OF EXCHANGE OFFER AND CONSENT SOLICITATION


New York,  London and  Luxembourg - February  28, 2003 - Millicom  International
Cellular  S.A.  ("Millicom")  (Nasdaq:  MICC),  the  global   telecommunications
investor,  today  announces that it is extending the private  exchange offer and
consent  solicitation to holders of 13-1/2% Senior  Subordinated  Discount Notes
due 2006, or the "Old Notes", who are not U.S. persons,  or who are U.S. persons
that are either "qualified  institutional  buyers" or "institutional  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,  until
5:00 p.m.  New York City  time on March 7,  2003,  unless  further  extended  by
Millicom.

The rights of withdrawal for those  bondholders who have already  tendered their
acceptance to the exchange offer and consent  solicitation  shall continue until
the new  expiration  date in accordance  with the terms of 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  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 16  cellular  operations  and  licenses  in 15  countries.  Millicom's
cellular  operations have a combined  population under license (excluding Tele2)
of approximately 360 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  forwardlooking  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.

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