<DOCUMENT>
<TYPE>6-K
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<FILENAME>apr1103_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 April 11, 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 April 11, 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: April  14, 2003                       By: /s/ John Ratcliffe
                                            ---------------------------------
                                            Name: John Ratcliffe
                                            Title: Chief Financial Controller



<PAGE>


                                                                          Item 1


                                     [MIC]


                      MILLICOM INTERNATIONAL CELLULAR S.A.

                                                           FOR IMMEDIATE RELEASE
                                                                  April 11, 2003


              PROPOSAL TO AMEND TERMS OF EXCHANGE OFFER AND CONSENT
          SOLICITATION FOR 13-1/2% SENIOR SUBORDINATED NOTES DUE 2006

New York,  London  and  Luxembourg  - April 11,  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 April 16,  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.

Millicom also announces that the commitments it has received from  approximately
50% of the  holders  of the Old  Notes  to  exchange  their  Old  Notes  for new
securities in the ongoing  private  exchange  offer under certain  revised terms
have  become  binding  on  such  holders  and  are  no  longer  subject  to  the
satisfactory  completion  of a due  diligence  review.  Subject to the remaining
members  of the ad hoc  committee  of  holders  of Old  Notes  (representing  an
additional  18% of the holders of the Old Notes)  entering into similar  binding
commitments  (no later than April 16, 2003) to tender their Old Notes,  Millicom
has  agreed  to amend  the  terms of the  ongoing  private  exchange  offer  and
circulate the related  private  offering  documents  under the proposed  revised
terms  described  below.  Millicom can make the  exchange  offer on these or any
other amended terms at any time.

If the ongoing private exchange offer is amended and subject to the satisfaction
of applicable  conditions  precedent,  Holders of the Old Notes who tender their
Old Notes would  receive for each $1,000 of Old Notes  validly  tendered $720 of
Millicom's newly issued 11% Senior Notes due 2006, or the "11% Notes", and $81.7
of Millicom's newly issued 2% Senior Convertible PIK (payment in kind) Notes due
2006, or the "2% Notes," both maturing June 1, 2006 (which,  when issued,  could
result in a maximum dilution to existing Millicom  stockholders of approximately
30%, assuming no issuance of PIK notes in lieu of cash interest).  The 11% Notes
would have the right to receive  semi-annual  amortization  payments due June 1,
2004, December 1, 2004, June 1, 2005 and December 1, 2005. The 2% Notes would be
convertible  into  Millicom's  common stock at a conversion  price of $10.75 per
share (taking into  consideration  Millicom's  recent  reverse stock split).  At
maturity or upon redemption, Millicom would have the right to, at its option, in
whole or in part,  pay the then  outstanding  principal  amount of the 2% 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,  would irrevocably and unconditionally  guarantee the 11% Notes and 2%
Notes.  Millicom would continue to solicit consents to certain amendments to the
indenture  under which the Old Notes were  issued.  For each $1,000 of Old Notes
who validly  deliver a consent and are  entitled to vote,  Millicom  would pay a
cash fee of $50,  provided  that at least a majority of the holders of Old Notes
so consent.

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.

Millicom's  securities  referred to herein,  if and when offered,  will not have
been  registered  under  the  Securities  Act of  1933,  as  amended,  and  such
securities  may not be offered or sold in the United States absent  registration
or an applicable exemption from registration requirements.

CONTACTS:

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

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 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.



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