<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>kinnevik13d_11-03.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934



                      Millicom International Cellular S.A.
                                (Name of Issuer)

                       Common Shares, par value $1.50 each
                         (Title of Class of Securities)


                                   L6388F 10 2
                                 (CUSIP Number)


                                  Vigo Carlund
                             Investment AB Kinnevik
                            (formerly Invik & Co. AB)
                                  Skeppsbron 18
                                    Box 2094
                           S-103 13 Stockholm, Sweden
                               011-46-8-562-000-00

                                   Copies to:
                               Ashar Qureshi, Esq.
                       Cleary, Gottlieb, Steen & Hamilton
                                City Place House
                                55 Basinghall St.
                                 London EC2V 5EH
                                     England
                                +44 207 614 2200
       (Name, Address and Telephone Number of Person Authorized to Receive
                          Notices and Communications)

                                  July 28, 2004
             (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |X|

<PAGE>

CUSIP No. L6388F 10 2            SCHEDULE 13D                       Page 2 of 7

     1    NAMES OF REPORTING PERSONS
          I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          Investment AB Kinnevik (formerly Invik & Co. AB)

     2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
          (a)  [    ]
          (b)  [    ]

     3    SEC USE ONLY

     4    SOURCE OF FUNDS
          OO

     5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
          PURSUANT TO ITEMS 2(d) or 2(e)                              [   ]

     6    CITIZENSHIP OR PLACE OF ORGANIZATION

          Sweden

                               7   SOLE VOTING POWER
                                   31,092,535 Common Shares

    NUMBER OF SHARES           8   SHARED VOTING POWER
  BENEFICIALLY OWNED BY            0
  EACH REPORTING PERSON
          WITH                 9   SOLE DISPOSITIVE POWER
                                   31,092,535 Common Shares

                               10  SHARED DISPOSITIVE POWER
                                   0

     11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          31,092,535 Common Shares

     12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES                                              [    ]

     13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          34.9% of Common Shares

     14   TYPE OF REPORTING PERSON

          CO

<PAGE>

                                  SCHEDULE 13D

Item 1.    Security and Issuer.

         This statement on Schedule 13D applies to transactions in the common
shares, par value $1.50 each (the "Common Shares") of Millicom International
Cellular S.A. ("Millicom"), a foreign private issuer organized under the laws of
Luxembourg.

         Investment AB Kinnevik (formerly Invik & Co. AB) ("Invik"),
Industriforvaltnings AB Kinnevik ("Kinnevik") and the estate of Jan H. Stenbeck
(the "Estate") jointly filed an Amendment No. 1 to a Schedule 13G in respect of
the Common Shares on February 18, 2003. This Schedule 13D is being filed by
Invik in connection with the merger of Invik and Kinnevik, which is further
described below.

         The Common Shares are listed on the Luxembourg Stock Exchange and the
Nasdaq National Market, as well as on the O-list of the Stockholmsborsen in the
form of Swedish Depositary Receipts.

         The principal executive offices of Millicom are located at 75 route de
Longwy, L-8080, Bertrange, Luxembourg.



Item 2.    Identity and Background.

         Invik. Invik, a Swedish limited liability company, is a holding company
that manages a long-term securities portfolio. Invik's subsidiaries primarily
engage in the finance, insurance, carton board and paper production businesses.
The address of its principal business and office is located at Skeppsbron 18,
Box 2094, S-103 13 Stockholm, Sweden. The name, business address, present
principal occupation or employment and citizenship of each director and
executive officer of Invik are set forth on Schedule A hereto.

         Invik holds the Class A Shares and the Class B Shares directly and
through its wholly owned subsidiaries, Moderna Forsakringar AB ("Moderna"),
Kinnevik International AB and Kinnevik BV. Moderna is an insurance company which
provides casualty, life, yacht and savings insurance services and has its
principal business and office address at Box 2251, 403 14 Goteborg, Sweden.
Kinnevik International AB is a wholly owned holding company of Invik with a
principal business and office address of Skeppsbron 18, Box 2094, S-10313
Stockholm, Sweden. Kinnevik BV is a wholly owned holding company of Invik with a
principal business and office address of "Het Witte Huis", Wijnhaven 3B, 3011 WG
Rotterdam, The Netherlands.

         As far as Invik is aware, it is neither directly nor indirectly owned
or controlled by another person.

         The Estate of Jan H. Stenbeck. As previously has been disclosed in
filings with the Commission, Mr. Stenbeck was the Chairman of the Board of
Directors of Invik and Industriforvaltnings AB Kinnevik; he also had substantial
direct or indirect shareholdings in each of Invik and Kinnevik. Mr. Stenbeck
passed away on August 19, 2002, and the estate of Mr. Stenbeck is currently
under administration in Luxembourg and Sweden. A notary and an administrator
have been appointed in Luxembourg, and an attorney has been elected by the
Stockholm City Court as Swedish legal administrator of the Estate. The
administrators in Luxembourg and Sweden consult and inform each other, as well
as the heirs, of any decisions or acts taken regarding the Estate. No date has
been set for the distribution of the Estate.

         Proceedings. During the past five years neither Invik nor any of the
other persons listed in Schedule A hereto has been convicted in a criminal
proceeding nor has any such person been a party to any judicial or
administrative proceeding that resulted in a judgment, decree or final order
enjoining such person from future violations of, or prohibiting activities
subject to, U.S. federal or state securities laws, or a finding of any violation
of U.S. federal or state securities laws.

Item 3.    Source and Amount of Funds or Other Consideration.

         On February 16, 2004, Invik and Kinnevik entered into a statutory
merger under the Swedish Companies Act that was approved by the shareholders of
each company on April 16, 2004, and closed July 28, 2004. In connection with the
merger, Kinnevik has been dissolved, with its assets and liabilities being
transferred to Invik. Each Kinnevik class A share was exchanged for 3.5 new
Invik class A shares and each Kinnevik class B share was exchanged for 3.5 new
Invik class B shares. Immediately prior to the merger, Invik held 1,253,888
Common Shares. Following the merger, it holds 31,092,535 Common Shares (giving
it 34.9% of the voting power and capital of Millicom). Following the merger,
Invik was also renamed Investment AB Kinnevik.

Item 4.    Purpose of Transaction.

         The boards of directors of Invik and Kinnevik agreed to merge the
companies after determining that a simplified company structure and the
elimination of cross-holdings between the two companies would be beneficial for
them, as well as their shareholders. Following shareholder approval of the
merger, the exchange of Kinnevik shares for new Invik shares became binding on
all Kinnevik shareholders, including Invik. Subsequent to the shareholder
approval, an approval from the creditors of Kinnevik and an approval by the
Swedish Companies Registration Office, the merger was completed on July 28,
2004.

         Invik intends to review from time to time the business affairs and
financial condition of Millicom. Based on such evaluation and review, general
economic and industry conditions existing at the time and Invik's working
capital requirements, Invik may from time to time consider alternative courses
of action with respect to the Class A Shares or the Class B Shares it holds.
Such actions could include the sale of all or a portion of such securities in
the open market, in privately negotiated transactions, through a public offering
or otherwise. Otherwise, Invik does not have current plans or proposals to
dispose of all or a portion of its respective Class A Shares or Class B Shares
or that otherwise relates to or would result in a transaction of the type
described in Item 4 of Schedule 13D.

Item 5.    Interest in Securities of the Issuer.

         (a) As of September 24, 2004, the following persons or entities owned
Common Shares:

                                                                  Percentage of
Name of Person or Entity            Number of Common Shares       Common Shares
------------------------            -----------------------       --------------
Kinnevik (1)....................            31,092,535                  34.8
The 1980 Stenbeck Trust(2)......             2,032,932                   2.3
The 1985 Stenbeck Trust(2)......              102,472                    0.1
     Total......................            33,227,939                  37.2
----------
(1)  The holdings of Invik include those of its wholly owned subsidiaries. See
     Item 1 above.
(2)  The 1980 Stenbeck Trust is an irrevocable trust that was created under the
     laws of the State of New York exclusively for the benefit of the wife and
     children of Mr. Jan H. Stenbeck. The 1985 Stenbeck Trust is an irrevocable
     trust that was created under the laws of the State of New York exclusively
     for the benefit of the children of Mr. Jan H. Stenbeck. The sole and
     exclusive voting control of the MIC Common Stock held by the 1980 Stenbeck
     Trust and the 1985 Stenbeck Trust is vested in the trustees of the trusts.
     The trustees of the 1980 Stenbeck Trust are Leonard Gubar, Henry Guy and
     David Marcus. The trustees of the 1985 Stenbeck Trust are Leonard Gubar and
     Henry Guy. The trustees have disclaimed beneficial ownership of the shares
     owned by the 1980 Stenbeck Trust and the 1985 Stenbeck Trust.

         As of September 24, 2004, a number of the directors and executive
officers of Invik held Common Shares and options to acquire Common Shares (each
of which covers one Common Share and is exercisable from 2005 through 2008). The
directors and executive officers in Invik held in aggregate 2,162,127 Common
Shares and options convertible into 242,800 Common Shares. The ownership
includes Shares held by the 1980 Stenbeck Trust and the 1985 Stenbeck Trust.

         Other than as indicated above, after reasonable inquiry Invik does not
believe that any other officers or directors named in Item 2 (including Schedule
A hereto) beneficially own Common Shares, except to the extent that any of the
persons named in Item 2 may be deemed to be the beneficial owner of the Common
Shares owned by Invik.

         (b) Each of the persons named in the tables in paragraph (a) above has
sole power to vote and dispose of the number of Common Shares listed opposite
its name.

         (c) Except as set forth in this Schedule 13D, Invik has not, and after
reasonable inquiry, Invik does not believe that any of the persons listed in
Item 2 above (including on Schedule A hereto) has, traded in the Common Shares
in the 60 days prior to the filing of this Schedule 13D.

         (d) Not applicable.

         (e) Not applicable.

Item 6.     Contracts, Arrangements, Understandings or Relationships with
            Respect to Securities of the Issuer.

         To the best knowledge of Invik, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons listed
in Item 2 above (including those listed in Schedule A hereto) and any other
person with respect to any securities of Millicom, including but not limited to
transfer or voting of any of such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss or the giving or withholding of proxies.

Item 7.     Material to be Filed as Exhibits.

         None.

                                    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.

Dated:  12 October 2004

                                 INVESTMENT AB KINNEVIK



                                 By:   /s/ Vigo Carlund
                                    -------------------------------------------
                                    Name: Vigo Carlund
                                    Title:  Managing Director


                                 By: /s/ Anders Fallman
                                     ------------------------------------------
                                     Name: Anders Fallman
                                     Title:  Deputy Managing Director


<PAGE>

<TABLE>
                                                                      SCHEDULE A

                             INVESTMENT AB KINNEVIK
--------------------------------------------------------------------------------
Name                              Position in Invik           Current Employment
----                              -----------------           ------------------
Board Members:

<S>                               <C>                         <C>
PEHR G. GYLLENHAMMAR              Chairman of the Board       Mr. Gyllenhammar is Chairman of the Board of Directors
                                                              of Aviva plc(1) and Reuters Founders Share Company
                                                              Limited(2). He is also the Vice Chairman of
                                                              Rothschild Europe(3).

CRISTINA STENBECK                 Vice Chairman of the Board  Ms. Stenbeck is Chairman of the Board of Directors of
                                                              Emesco AB(4), Vice Chairman of Directors of Metro(5)
                                                              and member of the Board of Directors of Millicom
                                                              International Cellular S.A. (6), Modern Times Group
                                                              MTG AB(7), Tele2 AB(8) and Transcom WorldWide S.A.(9).

ERIK MITTEREGGER                  Member of the Board         Mr. Mitteregger is a member of the Board of Directors
                                                              of Zodiak Venture Capital AB(10), Swesafe i Sverige
                                                              AB(11), Aspiro AB(12), SignOn i Stockholm AB(13),
                                                              Formpipe AB(14) and Firefly AB(15).

EDVARD VON HORN                   Member of the Board         Mr. von Horn is the Chairman of the Board of
                                                              Directors of Mellersta Sveriges Lantbruksaktiebolag(16).
                                                              He is also the a member of the Board of Directors
                                                              of Korsnas AB(17).

WILHELM KLINGSPOR                 Member of the Board         Mr. Klingspor is a member of the Board of Directors
                                                              of Korsnas and Mellersta Sveriges Lantbruksaktiebolag.

STIG NORDIN                       Member of the Board         Mr. Nordin is a member of the Board of Directors of
                                                              Emesco and Korsnas.  He is also the Chairman of the
                                                              Board of Directors of Setra Group AB(18).

Executive Officers:

VIGO CARLUND                      Managing Director           Mr. Carlund is Chairman of the Board of Directors of
                                                              Metro and Transcom.  Mr. Carlund is also a member of
                                                              the Board of Directors of Millicom and Tele2.

ANDERS FALLMAN                    Deputy Managing Director    Mr. Fallman is a member of the Board of
                                                              Cherryforetagen AB(19). He was Managing Director of
                                                              Invik between 2002-2004.

PER LINDBERG                      Deputy Managing Director    Mr. Lindberg is the Managing Director of Korsnas.

MIKAEL LARSSON                    Finance Director            Mr. Larsson has been employed as Finance Director by
                                                              Kinnevik since 2001.
</TABLE>
---------------------------------
(1)      Aviva plc is a UK-based insurance company providing life and pension
         insurance products. Its business address is St Helen's, 1 Undershaft,
         London EC3P 3DQ, United Kingdom.
(2)      Reuters Founders Share Company Limited is a private company registered
         in United Kingdom. It holds significant shareholding in Reuters Group
         plc. It can be contacted through Reuters Group plc, 85 Fleet Street,
         London EC4P AJ, United Kingdom.
(3)      Rothschild Europe is a division of N M Rothschild & Sons Limited an
         international investment bank. Its business address is N M Rothschild &
         Sons Ltd, New Court, St. Swithin's Lane, London EC4P 4DU, United
         Kingdom.
(4)      The estate of Martha Stenbeck, the late Mr. Stenbeck's deceased mother,
         was the previous owner of Emesco (formerly Afti). Following the
         distribution of her estate, the majority owner of Emesco has been a
         charitable, irrevocable trust established under the laws of
         Liechtenstein, Sapere Aude Trust reg. Emesco AB, a holding company with
         equity stakes in companies in the telecom, investment and media
         business. Cristina Stenbeck is Chairman of the Board of Directors of
         Emesco and Stig Nordin, a member of the Board of Directors of Kinnevik,
         is a member of the Board of Directors of Emesco. Its business address
         is Box 2094, 103 13 Stockholm, Sweden.
(5)      Metro International S.A. is a newspaper publishing company organized
         under the laws of Luxembourg. Its business address is 75 route de
         Longwy, L-8080 Bertrange, Luxembourg.
(6)      Millicom International Cellular S.A., a company organized under the
         laws of Luxembourg, is a holding company with equity stakes in
         companies in the telecom business. Its business address is B.P.23,
         L-8005 Bertrange, Luxembourg.
(7)      Modern Times Group MTG AB, a Swedish limited liability company, is a
         Scandinavian media business, engaged in television broadcasting, radio,
         publishing, electronic retailing and media services activities. Its
         principal business and office address is at Skeppsbron 18, Box 2094,
         S-103 13 Stockholm, Sweden.
(8)      Tele2 AB, a Swedish limited liability company, is a European
         telecommunications operator. Its principal business and office address
         is at Skeppsbron 18, Box 2094, S-103 13 Stockholm, Sweden.
(9)      Transcom is a Swedish provider of customer relations services,
         including technical support, order/complaint handling, telemarketing
         and appointment booking. Its business address is 75 Route de Longwy,
         L-8080 Bertrange, Luxembourg.
(10)     Zodiak Venture Capital AB, a Swedish limited  liability  company,  is a
         venture  capital  firm,  investing  in early stage  companies  and with
         approximately SEK 200 million under management. Its business address is
         Box 7030, 103 86 Stockholm, Sweden.
(11)     Swesafe  i  Sverige  AB  is a  Swedish  locks  and  alarm  installation
         business. Its business address is Kopparbergsvagen 45, 722 19 Vasteras,
         Sweden.
(12)     Aspiro AB is a  Swedish  limited  liability  company  providing  mobile
         telephony related entertainment services in Scandinavia,  Spain and the
         United Kingdom. Its business address is Box 118, 201 21 Malmo, Sweden.
(13)     SignOn i Stockholm AB is a Swedish limited  liability company providing
         internet-based  forms and process  descriptions  supporting  large- and
         medium-sized  companies'  human  resource  departments.   Its  business
         address is Box 23141, 104 35 Stockholm, Sweden.
(14)     Formpipe AB is a Swedish limited liability  company providing  software
         handling electronic  documents signed with electronic  signatures.  Its
         business address is Box 23131, 104 35 Stockholm, Sweden.
(15)     Firefly  AB is a  Swedish  limited  liability  company  that  develops,
         manufactures and markets fire detection systems for professional users,
         mainly the board and lumber  industries.  Its  business  address is Box
         92201, 120 09
(16)     Mellersta Sveriges Lantbruksaktiebolag,  a subsidiary of Kinnevik, is a
         farming company with estates in Sweden and Poland. Its business address
         is Ullevi Egendom, S-592 91 Vadstena, Sweden.
(17)     Korsnas  AB, a  subsidiary  of  Kinnevik,  is a  paperboard  and  paper
         products and packaging company. Its business address is S-801 81 Gavle,
         Sweden.
(18)     Setra  Group AB is a Swedish  limited  liability  company in the timber
         industry.  Its  business  address is Setra Group AB, 105 22  Stockholm,
         Sweden.
(19)     Cherryforetagen  AB, a  Swedish  limited  liability  company,  develops
         electronic  gambling software and offers casino products.  Its business
         address is Box 1067, S-171 22 Solna, Sweden.


         The directors and executive officers of Kinnevik can be contacted c/o
Investment AB Kinnevik, Skeppsbron 18, Box 2094, S-103 13 Stockholm, Sweden. The
directors of the Board are Swedish citizens, except Ms. Cristina Stenbeck who is
a U.S. citizen.



</TEXT>
</DOCUMENT>
