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                                                                       EXHIBIT 1


                 BY-LAWS OF GRUPO IUSACELL CELULAR, S.A. DE C.V.


                                    CHAPTER I

                       CORPORATE NAME, PURPOSE, DURATION,
                            DOMICILE AND NATIONALITY

         ARTICLE ONE.- The name of the Company is "GRUPO IUSACELL CELULAR." This
name shall be followed by the words "Sociedad Anonima de Capital Variable"
[Variable Capital Corporation], or their abbreviation, "S.A. de C.V.".

         ARTICLE TWO.- The corporate purpose of the Company is:

         1.- The industrial and commercial promotion and development of
companies, both domestic and foreign;

         2.- To promote, constitute, establish, organize, develop, exploit,
manage and represent all kinds of mercantile or civil companies or partnerships
of another nature, including to acquire or subscribe for shares and interests in
such companies;

         3.- The acquisition, negotiation, custody and disposal of any
instruments, shares, bonds, obligations and, in general, credit instruments,
securities and interests of mercantile or civil companies, or partnerships of
another nature, both domestic and foreign;

         4.- To acquire title to or lease and to dispose of any kind of personal
property, as well as physical rights necessary for its corporate purpose, and to
obtain all types of loans;

         5.- To obtain, by any legal title, all kinds of loans, credits,
financings and all other resources necessary to achieve the corporate
objectives, with or without a specific guarantee, including, without limitation,
the issuance of bonds, mortgage certificates, secured or unsecured obligations
and commercial paper with the participation of the institutions or authorities
provided for by the applicable laws, as well as to grant, by any legal title,
all kinds of loans, credits, financings, guarantees and all other resources
necessary, without or without a specific guarantee, with respect to companies or
partnerships of which it holds shares or in which it has an interest, as well as
those of its controlling or companies under common control with it; and to
guarantee obligations of third parties;

         6.- To issue, draw, endorse, accept, guarantee, discount, subscribe
for, acquire, assign, dispose of and, in general, negotiate all kinds of credit
instruments and personal property, including, without limitation, shares,
obligations, interests or participations in other companies or businesses;

         7.- To obtain, acquire, register, negotiate and grant the use and
enjoyment of all kinds of patents, trademarks and trade names, franchises,
inventions, processes, options and copyrights; produce and use works susceptible
of protection by copyright and related rights, as well as to acquire the
ownership of rights thereon and to perform all legal acts with respect thereto,
both in Mexico and abroad;

         8.- To render all kinds of technical, administrative, supervisory,
organizational, marketing, investigatory, developmental, engineering, human
resources and public relations services or assistance and, in general, to render
any kind of services related with the industrial, commercial or service
activities of firms, companies and partnerships, whether in Mexico or abroad,
and to receive such services;


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         9.- To acquire, possess, import, export, dispose of, build, lease,
purchase, sell, encumber, mortgage, negotiate, take and grant the use and
enjoyment under any title permitted by the Law, of real and personal property,
as well as any real rights thereon and personal rights, which are necessary or
convenient for its corporate purpose or for the operations of the mercantile or
civil companies in which it has an interest or participation, as well as its
controlling companies or companies under common control with it;

         10.- To perform all kinds of acts and to execute all kinds of
agreements, arrangements and operations, whether civil or mercantile, and to
perform all acts necessary for the development of its corporate purpose; and

         11.- To carry out and perform all other commercial acts to which a
Mexican mercantile company may dedicate itself legally.

         ARTICLE THREE.- The term of existence of the Company is indefinite.

         ARTICLE FOUR.- The corporate domicile of the Company is Mexico City,
Federal District, but the Company may establish branches, agencies or offices
and designate conventional domiciles anywhere else in the Mexican Republic or
abroad, without its corporate domicile being understood as changed.

         ARTICLE FIVE.- The Company is Mexican and it shall be governed by the
applicable laws of the United Mexican States. Current or future foreign
shareholders of the Company hereby agree before the Ministry of Foreign Affairs
to consider themselves as Mexican with respect to the shares of the Company that
they acquire or hold, as well as with respect to the assets, rights,
concessions, participations or interests held by the Company and the rights and
obligations that derive from the contracts to which the Company is a party, and
therefore not to invoke the protection of their governments regarding such
shares, under the penalty, if they fail to honor their commitment, of forfeiting
for the benefit of the Mexican Nation the rights and assets that they have
acquired.

                                   CHAPTER II
                            CAPITAL STOCK AND SHARES

         ARTICLE SIX.- The capital stock is variable and it shall be represented
by ordinary and registered shares without stated par value.

         The fixed capital stock without withdrawal right is $5,767,281,592.77
(five billion, seven hundred and sixty seven million, tow hundred eighty one
thousand, five hundred and ninety two pesos 77/100) Mexican Currency, and is
divided into 1,644,907,329 (one billion, six hundred forty four million, nine
hundred and seven thousand, three hundred and twenty nine) fully subscribed and
paid for shares, from which 838,902,738 (eight hundred thirty eight million,
nine hundred and two thousand, seven hundred and thirty eight) shares correspond
to Series "A" and the remaning 806,004,591 (eight hundred six million, four
thousand five hundred and ninety one) shares correspond to Series "V". The
maximum authorized capital is unlimited.

         The shares of capital stock are divided into the following Series:

         1.- Series "A", comprised by shares representing at least fifty one
percent of the capital stock; and

         2.- Series "B", comprised by shares representing up to forty nine
percent of the capital stock.

         All shares of the Company are of free subscription, that is, they can
be subscribed to or acquired indistinctly by Mexican investors or foreigners,
with the exceptions set forth in the applicable laws and regulations.



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         The Shareholders Meeting resolving on any increase in the capital stock
shall fix the characteristics of the shares to be issued to that effect, with
the capacity to establish subseries within each series.

         The companies in which the Company holds a majority of shares or
interests, may not, directly or indirectly, invest in shares of this Company or
of any other company which is a majority shareholder of this Company or which,
without so being, has knowledge that it is a shareholder of this Company.

         ARTICLE SEVEN.- Shares are indivisible and, within their respective
series, confer to their holders the same rights and obligations. Each share
shall be entitled to one vote at the Shareholders Meetings.

         Outstanding shares are entitled to participate equally in the payment
of dividends or other distributions, including that made as a consequence of the
liquidation of the Company.

         Provisional and definitive share certificates may cover one or more
shares and shall be signed by two proprietary members of the Board of Directors,
whose signatures may be printed in facsimile iupon the terms set forth in
section VIII of Article 125 of the General Law of Mercantile Companies. Such
certificates or definitive certificates of title must satisfy all the
requirements set forth by such law. In case of definitive share certificates,
they must have adhered thereto the numbered registered coupons resolved by the
Board of Directors to cover the payment of dividends; likewise, they shall
include the provision referred to in Article Five of these By-laws.

         In the event of the loss, destruction or theft of the share
certificates, the holder thereof may request their replacement subject to the
provisions of the General Law of Credit Instruments and Operations. Any expenses
originating therefrom shall be borne by the requesting party.

         ARTICLE EIGHT.- For purposes of Article of the General Law of
Mercantile Companies, the Company shall keep a share registry book in which all
subscription, acquisition or transfer operations of the shares of the capital
stock shall be registered, setting forth the subscriber, acquirer or previous
owner and the new shareholder.

         By resolution of the General Extraordinary Shareholders Meeting, the
Company may acquire the shares representing its capital stock for their
redemption against distributable profits. The acquisition shall be made pursuant
to the provisions of Article 136 of the General Law of Mercantile Companies and
upon the terms and conditions set forth by the Meeting so resolving.

         The certificates of redeemed shares shall be cancelled. Once the total
number of redeemed shares is known, the Board may evidence, in the text of
Article Six of these By-laws, the new number of shares into which the fixed
portion of the capital stock without withdrawal right shall be divided by means
of a public instrument to be protocolized and filed with the Public Registry of
Commerce, together with the minutes of the Meeting which resolved the
redemption, without a new resolution of the Meeting being necessary.

         ARTICLE NINE.- The fixed minimum portion of the capital stock of the
Company may only be increased by resolution of the General Extraordinary
Shareholders Meeting.

         Any increases in the variable portion of the capital stock may be
effected by resolution of the General Ordinary Shareholders Meeting.

         No increase may be decreed until all shares previously issued are fully
paid.



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         When passing a resolution on a capital stock increase, the
corresponding General Shareholders Meeting or any other General Shareholders
Meeting thereafter shall fix the terms and bases on which such increase must be
carried out.

         Any increases in the capital stock may be made by capitalization of net
worth accounts pursuant to Article 116 of the General Law of Mercantile
Companies or by contributions in cash or in kind.

         In the increases in the capital stock due to capitalization of the net
worth accounts, all shareholders shall be entitled to the proportional part of
such accounts corresponding to them in accordance with their respective
shareholdings.

         Except where the General Shareholders Meeting resolves otherwise, in
any increases in the capital stock, Series "A" and Series "B" shares shall be
issued in the proportion set forth for each one in Article Six of these By-laws.

         In any increases in the capital stock, the shareholders of the Company
shall have a preferential right to subscribe to the new shares that are issued
in proportion to the number of shares they hold at the time of the increase.

         Shareholders must exercise their preferential right within the term and
under the conditions fixed for such purpose by the Meeting resolving the
increase in capital, provided that such term may not be less than fifteen days
or longer than thirty days and that the same shall be computed beginning with
the date of publication of the corresponding notice in the Official Gazette of
the Federation or beginning with the date of celebration of the corresponding
Meeting, in the event that all the shares into which the capital stock is
divided shall have been represented thereat.

         If after the expiration of the term during which the shareholders must
exercise their preferential right, there are still some shares without
subscription, these may be kept in the treasury of the Company for their
subsequent placement in the manner and on the terms which the General
Shareholders Meeting or, by delegation thereof, the Board of Directors may
determine, but always on terms not more favorable than those on which they shall
have been offered to the shareholders of the Company.

         All increases in the capital stock must be registered in the Book of
Variations in the Capital Stock maintained by the Company.

         ARTICLE TEN.- The fixed minimum portion of the capital stock of the
Company may only be decreased by resolution of the General Extraordinary
Shareholders Meeting.

         Any decreases in the variable portion of the capital stock may be
carried out by resolution of the General Ordinary Shareholders Meeting.

         Decreases in the capital stock may be made to absorb losses, make
reimbursements to the shareholders or release them from payments not made.

         Any decrease in the capital stock due to losses or reimbursements, in
the last case except in the event a reimbursement due to withdrawal, shall be
made proportionally with respect to all outstanding shares.

         All decreases in the capital stock shall be registered in the Book of
Variations in the Capital Stock maintained by the Company.



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                                   CHAPTER III
                                 ADMINISTRATION

         ARTICLE ELEVEN.- The administration of the Company shall be vested in a
Board of Directors comprised by the number of proprietary members and their
corresponding alternates resolved by the General Ordinary Shareholders Meeting.
The alternate directors can only substitute the function of their respective
proprietary members, unless the General Ordinary Shareholders Meeting resolves
otherwise.

         Directors shall hold office for one year and may be reelected, but in
all cases they shall perform their duties until the persons designated to
substitute them take office.

         Of the proprietary Directors, one half plus one shall be designated by
the Series "A" shareholders and recognized as Series "A" Directors; and the
remainder shall be designated by the Series "B" shareholders and shall be
recognized as the Series "B" Directors.

         Any shareholder or group of shareholders that represent at least 25% of
the capital stock shall be entitled to designate a proprietary Director and, as
the case may be, his corresponding alternate. The directors elected by
minorities shall not be in addition to the number of proprietary Directors and
alternates that, by resolution of the General Ordinary Shareholders Meeting
should constitute the Board of Directors.

         Directors shall not be required to guarantee the performance of their
duties, unless the General Ordinary Shareholders Meeting resolves otherwise.

         ARTICLE TWELVE.- The Series "A" Director designated by the General
Ordinary Shareholders Meeting shall act as Chairman of the Board of Directors.
In the absence of the Chairman and his corresponding alternate, the Series "A"
Director appointed by the majority vote of the other directors, including at
least the favorable vote of one Series "A" Director and one Series "B" Director
shall act as such.

         The Board of Directors or, as the case may be, the General Ordinary
Shareholders Meeting, may also designate (i) the Secretary of the Board of
Directors and one or more alternates, who shall not need to be Directors; and
(ii) the persons who shall hold the other offices that are established for the
better performance of the duties of the Board.

         The copies or evidence of the minutes of the meetings of the Board of
Directors and of the Shareholders Meetings, as well as the entries included in
the non-accounting corporate books and records, shall be authorized by the
Secretary or by any Alternate Secretary.

         The Chairman, the Secretary and the Alternate Secretary or Secretaries
are authorized to obtain the protocolization of the minutes of the Board of
Directors Meetings or of the Shareholders Meetings, to grant and ratify the
powers-of-attorney conferred by the Shareholders Meeting or the Board within
their corresponding competencies and, as the case may be, to process their
filing with the Public Registry of Commerce, as well as to perform all other
acts necessary or convenient for the formalization of such minutes and for the
adopted resolutions evidenced therein to become fully effective.

         ARTICLE THIRTEEN.- The Board of Directors shall have the legal
representation of the Company and, except for the matters that the law or these
by-laws reserve in exclusive form to the Shareholders Meeting, will be invested
with the following powers:

         1.- General power-of-attorney for lawsuits and collections, for acts of
administration, including labor administration, and for acts of ownership, with
all the general powers and the special powers that require a special


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clause according to the law, upon the terms of Articles two thousand five
hundred and fifty-four, paragraphs first, second and third, and two thousand
five hundred and eighty-seven of the Federal Civil Code and the correlative
provisions of the Civil Codes of each of the entities of the Mexican Republic,
as well as for the effects of Articles eleven, forty-six, forty-seven, one
hundred and thirty-four, section three, five hundred and twenty-three, six
hundred and ninety-two, sections one, two and three, six hundred and ninety-two,
sections one, two and three, six hundred and eighty-seven, eight hundred and
seventy-six, eight hundred and seventy-eight, eight hundred and eighty-three and
eight hundred and eighty-four of the Federal Labor Law. Therefore, it shall
represent the Company before all kinds of administrative and judicial
authorities, whether federal, state and municipal, before all kinds of boards of
conciliation and of conciliation and arbitration and other labor authorities and
before arbiters and arbitrators. The foregoing powers-of-attorney include,
without limitation, power to file all kinds of lawsuits and remedies, even
injunctive ["amparo"] proceedings, and to withdraw therefrom; to settle, agree
to arbiters, articulate and release positions, assign goods, challenge and
receive payments; to discuss, execute and review collective bargaining
agreements; to represent the Company before labor authorities in labor matters
where the Company is a party or an interested third party, both at the initial
hearing and at any of the stages of the procedure of the labor law; to file
penal claims and complaints, grant discharges and assist the Public Prosecutor.

         2.- To subscribe for and in any form negotiate credit instruments, upon
the terms of Article Ninth of the General Law of Credit Instruments and
Operations.

         3.- To open and cancel banking accounts in the name of the Company, as
well as to make deposits and draw against them, and designate the persons to
draw against them.

         4.- To appoint and remove the attorneys-in-fact, officers, agents and
employees of the Company as well as to determine their attributions, guarantees
and remunerations.

         5.- To call General Ordinary and Extraordinary Shareholders Meetings,
and to carry out their resolutions.

         6.- To grant general or special powers-of-attorney, always reserving
the exercise thereof, as well as to revoke general or special
powers-of-attorney.

         7.- To determine the sense in which the votes corresponding to the
shares or other participations owned by the Company shall be cast at general and
special shareholders meetings of the companies in which this Company holds any
shares or other participations.

         8.- The other powers-of-attorney which may correspond to them under the
law or under regulatory or administrative provisions or these By-laws.

         The Board may delegate its authorities to one or more of its Directors,
to the Director or Manager cr any of the attorneys-in-fact delegatees designated
to that effect, for them to exercise the same in the business or business and on
the terms and conditions that the self same Board signals, and, in general, to
carry out the acts and operations which are necessary or convenient for the
corporate purpose of the Company, with the exception of those expressly reserved
by the law or by these By-laws to the Shareholders Meeting.

         Notwithstanding what is contained in this article, the Board of
Directors shall not have the powers to resolve those matters listed in article
twenty four that follows, which are the competency of the Shareholders Meeting
of the Company.

         ARTICLE FOURTEEN.- The Chairman of the Board of Directors shall preside
over the meetings of the Board; he shall comply with the resolutions of the
Shareholders Meetings and of the Board without the need for any


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special resolution, and shall have the other powers and obligations set forth by
the General Law of Mercantile Companies and those expressly granted to him by
the Board of Directors.

         ARTICLE FIFTEEN.- The Board shall meet as often as it may resolve or
when called by its Chairman, any 2 (two) Directors, the Secretary or any
Alternate Secretary of the Company. Its meetings must be held at the corporate
domicile of the Company, except when the Board itself deems it convenient to
hold them anywhere else in the Mexican Republic or abroad.

         Calls for the Board of Directors meetings must be sent to the Directors
by mail, telegram, fax or messanger, at least 5 (five) days in advance of the
date of the meeting. To Directors who reside outside the corporate domicile, the
call must be sent by telegram or telecopy, the same number of days in advance.

         Meetings may be held without such call if all the Directors or their
corresponding alternates are present thereat.

         ARTICLE SIXTEEN.- In order for the Board of Directors meetings to be
deemed legally convened, the attendance of the majority of the members thereof
shall be required, including at least the one Series "A" Director and one Series
"B" Director. The resolutions of the Board of Directors shall be valid when they
are approved by a majority of votes of the members present, including the
affirmative vote of at least one of the Series "A" Directors and one of the
Series "B" Directors. In the event of a tie, the Chairman shall not have a
tie-breaking vote.

         The minutes of each meeting of the Board shall be registered in the
minute books so maintained and shall be signed by the President and Secretary of
the meeting.l

         Pursuant to Article 143 of the General Law of Mercantile Companies, the
resolutions of the Board of Directors shall be validly taken without the need to
hold a Board of Directors meeting, provided that: i) the affirmative vote of all
the Directors or their corresponding alternates is received, and ii) the
resolutions are confirmed in writing.

         The Board of Directors or, as the case may be, the General Ordinary
Shareholders Meeting, may establish one or more Committees, in each case, with
the functions and powers that the Board or, as the case may be, the Shareholders
Meeting may determine, and which operation shall be subject to the operational
rules established therefor. The Committees shall invariably act as collegial
organs and their powers cannot be delegated in physical persons, including
officers, attorneys-in-fact or employees of the Company.

         The designation of the Director General and the following officers of
the Company, or equivalent positions, require the approval of the Board of
Directors: Director of Operations, Director of Finance, Director of Marketing
and Technical Director.

                                   CHAPTER IV
                                  SURVEILLANCE

         ARTICLE SEVENTEEN.- The surveillance of the Company shall be entrusted
to two or more Statutory Auditors, as determined by the General Ordinary
Shareholders Meeting, with their corresponding alternates. One Statutory Auditor
and his alternate shall be appointed by the majority of votes of the Series "A"
shareholders and another Statutory Auditor and his alternate shall be appointed
by majority vote of the Series "B" shareholders.

         The Statutory Auditor or Auditors need not be shareholders of the
Company; they shall hold office for one year and may be reelected but, in any
event, they shall hold their position until the persons designated to substitute
them take office.


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         Every shareholder or group of shareholders that represents twenty-five
percent of the capital stock shall have the right to designate one Statutory
Auditor and his corresponding alternate.

         The Statutory Auditor or Auditors shall have the attributions and
obligations listed in Article 166 of the General Law of Mercantile Companies, as
well as all those powers and obligations delegated to them by the General
Ordinary Shareholders Meeting.

         The Statutory Auditor or Auditors shall not be required to guarantee
their performance unless the General Ordinary Shareholders Meeting resolves
otherwise.

                                    CHAPTER V

                              SHAREHOLDERS MEETINGS

         ARTICLE EIGHTEEN.- The Shareholders Meeting is the supreme body of the
Company and its meetings shall be held at the corporate domicile.

         Shareholders Meetings shall be General Extraordinary Meetings and
General Ordinary Meetings.

         Except for that set forth in these By-laws for increases and decreases
in capital stock, the General Meetings called to transact any of the matters
included in Article 182 of the General Law of Mercantile Companies shall be
Extraordinary. All other Meetings shall be General Ordinary Meetings.

         General Ordinary Meetings shall be held at least once a year, within 4
(four) months after the close of each fiscal year. In addition to the items of
the Agenda, the matters referred to in Article 181 of the General Law of
Mercantile Companies, including the submission to the shareholders of the report
referred to in the general heading of Article 172 of such Law. For the purposes
of Article 181 of the General Law of Mercantile Companies, it shall be
sufficient that any of the Statutory Auditors has presented his report so that
the General Ordinary Shareholders Meeting can be held and so that the
resolutions taken in it in conformity with what is set forth in these By-laws
and in applicable legislation are valid.

         ARTICLE NINETEEN.- Calls for the Shareholders Meetings must be made by
the Board of Directors, the Chairman of the Board, the Secretary, any Alternate
Secretary and any two directors or any of the Statutory Auditors. Likewise,
shareholders representing at least 33% of the capital stock may request, in
writing and at any time, that the Board of Directors or any of the Statutory
Auditors call a Shareholders Meeting to transact the matters specified in their
request.

         Any shareholder who holds one share shall have the same right in any of
the events referred to in Article 185 of the General Law of Mercantile Companies
and pursuant to the procedure set forth therein.

         ARTICLE TWENTY.- Calls for Meetings must be published in the Official
Gazette of the Federation and in one of the newspapers of highest circulation in
the corporate domicile, at least 15 (fifteen) days in advance of the date fixed
for the Meeting. Calls shall include the Agenda and must be signed by the person
or persons who prepares them, it being understood that if the Board of Directors
prepares them, the signature of the Chairman, the Secretary or any Alternate
Secretary shall suffice.

         Meetings may be held without prior call if the capital stock is totally
represented at the time of voting.


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         ARTICLE TWENTY-ONE.- To attend Meetings, shareholders must produce the
corresponding admission card, which shall be issued only at the request of the
persons registered as holders of shares in the Share Registry Book of the
Company, which request must be filed at least forty-eight hours before the time
fixed for the holding of the Meeting. With the same anticipation, the
shareholders should deposit their temporary or definitive certificates
representing their shares with the Company or exhibit evidence of their deposit
with an institution authorized therefor.

         For purposes of attendance to the Meetings, the Share Registry Book
shall be closed 48 (forty-eight) hours before the date fixed for the holding of
the applicable Meeting.

         Any shares which are deposited in order to be entitled to attend the
Meeting, shall only be returned after such Meeting is held, in exchange for the
voucher issued to the shareholder for them.

         ARTICLE TWENTY-TWO.- Shareholders may be represented at Meetings by the
person or persons designated by means of a proxy signed before two witnesses.

         The members of the Board of Directors and the Statutory Auditor or
Auditors may not represent any shareholders at any meeting.

         In the cases in which, in conformity with these By-laws, the holders of
only one series should vote separately, or whose votes should be computed
separately, such voting or the computation shall be carried out in the
corresponding General Meeting.

         In accordance with article 178 of the General Law of Mercantile
Companies, the resolutions of the Shareholders Meetings shall be validly taken,
without the need to celebrate a physical Meeting if and only if: (i) the
affirmative vote of all the shareholders is obtained, and (ii) the resolutions
are confirmed in writing. The resolution shall be valid after the Secretary can
accredit the written evidences of the agreement adopted in accordance with a
text that has been circulated for that purpose.

         ARTICLE TWENTY-THREE.- Meetings shall be presided over by the Chairman
of the Board of Directors or, in his absence, by his alternate, and in the
absence of both, by the person designated by majority vote of the holders of
each of the Series "A" and "B" shares present. The Secretary of the Board of
Directors shall act as Secretary of the Meeting or, in his absence, any
Alternate Secretary, and in the absence of both, such office shall be held by
the person designated by majority vote of the shareholders of each of the
"Series "A" and "B" present.

         The minutes of the Meeting shall be recorded in the corresponding book
and shall be signed by the Chairman and the Secretary of the Meeting. Statutory
Auditors who attend the Meeting may also sign the corresponding minutes, without
their signature being necessary for the validity of the minutes.

         ARTICLE TWENTY-FOUR.- For a General Ordinary Shareholders Meeting to be
deemed legally convened upon first call, at least 51% of the outstanding shares
must be represented thereat.

         Upon second call, and except as otherwise provided by the following
paragraph, Ordinary Shareholders Meetings may be validly held regardless of the
number of shares represented thereat.

         For the resolutions of the General Ordinary Meeting to be validly
passed, upon first or subsequent call, the attendance and the affirmative vote
of a majority of outstanding Series "A" shares and a majority of votes of the
Series B shares represented at the Meeting shall be required.



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         The following matters shall be the exclusive competence of the General
Meeting, whether Ordinary or Extraordinary, in accordance with that set forth in
these By-laws:

         (a).- The acquisition of an interest in a company not engaged in the
Telecommunications Industry, or the acquisition of goods or assets related to a
business or operation not belonging to such Industry, at a price in any event
exceeding the amount of US$30,000,000.00 Dollars, lawful currency of the United
States of America or its equivalent in Mexican currency.

         (b).- The approval of any plan or the execution of any operation
connected with a joint venture, co-investment, strategic alliance or merger in
the Telecommunications Industry, which in any event involves the investment of
an amount of money exceeding US$100,000,000.00 Dollars, lawful currency of the
United States of America, or its equivalent in Mexican currency, or the merger
with another legal entity having assets which value exceeds such amount, except
in the event of any plan to merge or consolidate with the properties controlled
by affiliates of Motorola, Inc. or its assignees in Regions 1, 2, 3 and 4 or in
the event of an operation earmarked for the rendering of wireless telephone
services in Regions 1 and 4 using the 1.8 GHz frequency band.

         (c).- The sale of goods (except for the sale of replaced or obsolete
inventories or equipment carried out in the ordinary course of business of the
Company) or the sale of businesses or operations in exchange of a consideration
exceeding the amount of US$30,000,000.00 Dollars in the aggregate, lawful
currency of the United States of America, or its equivalent in Mexican currency,
during one fiscal year of the Company, either carried out in a single act or in
several simultaneous or successive related transactions.

         (d).- The assumption of debts in an amount exceeding in the aggregate
US$100,000,000.00 Dollars, lawful currency of the United States of America, or
its equivalent in Mexican currency, during one fiscal year of the Company,
either carried out in a single act or in several simultaneous or successive
related transactions; except in the event of operations for the refinancing of
existing debts, or for debts resulting from the financing granted by suppliers,
or for debts resulting from the financing of specific projects.

         (e).- Increases of capital stock of the Company as well as the issuance
or placement of shares for a consideration in the aggregate exceeding the amount
of US$50,000,000.00 Dollars, lawful currency of the United States of America, or
its equivalent in Mexican currency, during one fiscal year of the Company,
either carried out in a single act or in several simultaneous or successive
related transactions; except in the event of capital increases effected or, as
the case may be, shares issued or placed, as a result of a plan to merge or
consolidate with the properties controlled by affiliates of Motorola, Inc. or
its assignees in Regions 1, 2, 3 and 4 or the net proceeds of which issuance or
placement are to be invested in a joint venture, co-investment or strategic
alliance in which the Company participates, directly or indirectly, provided
that such joint venture, co-investment or strategic alliance shall have been
established to render wireless telephone services in Regions 1 and 4 using the
1.8 GHz frequency band.

         (f).- The execution, amendment, rescission or termination of
agreements, arrangements or operations with or for the benefit of: (i) a
subsidiary of the controlling company of the Company, except in the event of
agreements, arrangements or operations executed celebrated exclusively between
the Company and any other company or companies in which such controlling company
holds shares or other interests that represent at least 90% of the capital
stock; or (ii) a holder of Series "A" shares issued by the controlling company
of this Company or any subsidiary of such holder.

         (g).- The termination or disposal of any of the cellular phone, fixed
wireless telephone, long-distance or satellite transmission operations carried
out by the Company in any adjacent geographical area, or of the assets used in
the nets related to such operations, as long as the annual consolidated income
generated by the operation intended to be terminated or transferred shall have
exceeded the amount of US$10,000,000.00 Dollars, lawful currency of the United
States of America, or its equivalent in Mexican currency, during each of the 2
(two) previous fiscal years; or


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the termination of cellular phone, fixed wireless telephone, long-distance or
satellite transmission services rendered in any Region established for the
rendering of wireless telephone services in the Mexican Republic.

         (h).- The submission of any request or the execution of any other act
the purpose of which is to terminate any concession related to the cellular
phone, fixed wireless telephone, long-distance or satellite transmission
services, including, without limitation, any request to abandon any part of the
radio spectrum which had been granted under concession to the Company for the
rendering of such services.

         (i).- In the event that any other legal entity in which this Company
holds shares or other interest representing at least 10% (ten percent) of the
capital stock, the determination of the manner in which the votes corresponding
to such shares or other interest must be cast, with respect to: (1) any of the
matters indicated in the present clauses (a) through (j), as such matters refer
to the applicable legal entity; or (2) the dissolution of such legal entity and
the designation of the corresponding liquidators, or (3) any modification of the
bylaws of such legal entity, with respect to matters contained in articles 3, 5,
6, 7, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26 and 27 of these
By-laws; as we; as the granting of proxies to vote the corresponding shares or
other interest in connection with any of the abovementioned matters.

         (j).- The granting of powers-of-attorney or any other delegation of
powers in connection with the matters provided for in paragraphs (a) to (i)
above.

         The approval by the General Ordinary Shareholders Meeting of any
business plan, whether or not annual, that encompasses some of the matters
indicated in paragraphs (a) through (j) above, will not signify that such matter
has been approved by such Meeting pursuant to the terms of this article 28,
unless (I) the matters has been clearly and faithfully related in the
corresponding business plan, and (ii) such business plan has expressly qualified
the applicable matter as one of the matters included in paragraphs (a) to (j)
above. For purposes of this section II:

         The term "Telecommunications Industry" means any of the following
activities: (i) the ownership, administration, operation or maintenance of a
network to transmit information, voice or video signals by any means; (ii) the
rendering of services to transmit information, voice or video signals by any
means; (iii) the provision of equipment to be used in the facilities of users;
and (iv) the rendering of value added services. It shall be deemed that the
marketing of the abovementioned goods and services on a wholesale or retail
basis, or by resale, is part of the Telecommunications Industry.

         ARTICLE TWENTY-FIVE.- For a General Extraordinary Shareholders Meeting
to be deemed legally convened upon first call, at least 75% of the outstanding
shares must be represented thereat.

         Upon second or ulterior call, Extraordinary Shareholders Meetings may
be validly held if at least 51% of the outstanding shares are represented
thereat.

         In order for resolutions of the Extraordinary Meeting to be validly
adopted, upon first or subsequent call, the affirmative vote of a majority of
each of the Series "A" and B" shares shall be required.

                                   CHAPTER VI

                              FINANCIAL INFORMATION
                               PROFITS AND LOSSES

         ARTICLE TWENTY-SIX.- Within 3 (three) months following the close of
each fiscal year, the Board of Directors shall prepare, at least, the following
financial information:



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         1.- A report of the Board of Directors on the performance of the
Company during the fiscal year, as well as on the policies followed by the Board
and, as the case may be, on the main existing projects;

         2.- A report in which the principal accounting and information policies
and criteria followed during the preparation of the financial information are
stated and explained;

         3.- A statement showing the financial position of the Company as of the
end of the fiscal year;

         4.- A statement showing, duly explained and classified, the results of
the Company during the fiscal year;

         5.- A statement showing the changes in the financial condition of the
Company during the fiscal year;

         6.- A statement showing the changes in the items that comprise the
shareholders equity of the Company that occurred during the fiscal year; and

         7.- Any notes necessary to complete or clarify the information
reflected in the abovementioned statements.

         ARTICLE THIRTY-TWO.- The report referred to in the previous article,
together with the report by the Statutory Auditor or Auditors, must be completed
and made available to the shareholders, together with the supporting
documentation, at least 15 (fifteen) days before the Meeting at which they are
to be discussed. The shareholders shall be entitled to be delivered a copy of
the corresponding reports.

         ARTICLE THIRTY-THREE.- Once the statutory deductions shall have been
made, including, as an example, that related to the payment of Income Tax, the
annual net profits shown in the financial statements approved by the Meeting,
shall be applied as follows:

         1.- 5% (five percent) to the legal reserve fund, until it equals, at
least, 20% of the capital stock;

         2.- The percentage determined by the Meeting, to constitute, increase
and replenish the capital reserves and the contingency, reinvestment and special
reserve funds that it deems convenient; and

         3.- The remaining amount, if any, for the purpose determined by the
Ordinary Shareholders Meeting.

         If there are any losses, they shall be reported by the shareholders in
proportion to the number of their shares and up to the value paid therefor.

         ARTICLE TWENTY-NINE.- Dividends not collected within 5 (five) years of
the date on which their payment began, are deemed to be renounced and prescribed
in favor of the Company, according to the laws in force, and must be credited to
the ordinary reserve fund.

                                   CHAPTER VII
                           DISSOLUTION AND LIQUIDATION

         ARTICLE THIRTY.- The Company shall be dissolved in any of the events
set forth in Article 229 of the General Law of Mercantile Companies.

         ARTICLE THIRTY-ONE.- Once the Company is dissolved, it shall be
liquidated, which liquidation shall be carried out by the person or persons
determined by the General Extraordinary Shareholders Meeting.



                                      E-13
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         ARTICLE THIRTY-TWO.- The liquidation shall be effected following the
resolutions passed by the shareholders when resolving or declaring the
dissolution of the Company. If there are no special resolutions of the Meeting,
the liquidation shall be made in accordance with the provisions of the
corresponding chapter of the General Law of Mercantile Companies.

                                  CHAPTER VIII

                                  FISCAL YEARS

         ARTICLE THIRTY-EIGHT.- The fiscal years shall last for one year,
counted beginning from the first day of January to the thirty-first day of
December each year.


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