**CERTIFICATION**

I, David Sach, certifythat:

1.    I have reviewed this annual report on Form 20-F ofMillicom International Cellular S.A.;

2.    Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to makethe statements made, in light of the circumstances under which such statementswere made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all materialrespects the financial condition, results of operations and cash flows of thecompany as of, and for, the periods presented in this report;

4.    The company’s other certifying officer(s) and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the company and have:

(a)         Designed such disclosure controls and procedures, or causedsuch disclosure controls and procedures to be designed under our supervision,to ensure that material information relating to the company,  including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during theperiod in which this report is being prepared;

(b)         Designed such internal control over financial reporting, orcaused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

(c)         Evaluated the effectiveness of the company’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and

(d)         Disclosed in this report any change in the company’sinternal control over financial reporting that occurred during the periodcovered by the annual report that has materially affected, or is reasonablylikely to materially affect, the company’s internal control over financialreporting; and

5.    The company’s other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the company’s auditors and the audit committee of thecompany’s board of directors (or persons performing the equivalent functions):

(a)         All significant deficiencies and material weaknesses in thedesign or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process,summarize and report financial information; and

(b)         Anyfraud, whether or not material, that involves management or other employees whohave a significant role in the company’s internal control over financialreporting.
| Date: May 1, 2006           |   |
|----------------------------------|--------|
| By: /s/ DAVID SACH               |   |
| Name: David Sach                 |   |
| Title: *Chief Financial Officer* |   |

 

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