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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549




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FORM 20-F/A

(Amendment No. 1)


(Mark One)

| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| | o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g)OF THE SECURITIES EXCHANGE ACT OF 1934
|
| |   | OR                                                                                           
|
| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934          
|
| |   | For the fiscal year ended: December 31, 2002                                                 
|
| |   | OR                                                                                           
|
| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934      
|
| |   | For the transition period from           to                                                  

Commission File Number 000-29502

MICROCELL TELECOMMUNICATIONS INC/
MICROCELL TÉLÉCOMMUNICATIONS INC.

(Exact name of Registrant as specified in its charter)


(Translation of Registrants name into English)


CANADA(Jurisdiction of incorporation or organization)

800 de La Gauchetière Street West, Suite 4000, Montreal, Quebec, Canada, H5A 1K3(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

|                         |  |                                               
|------------------------ |  | ----------------------------------------------
|Title of each class
None |  | Name of each exchange on which registered
None

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Class B Non-Voting Shares
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.

Series B Senior Discount Notes due 2006
Series B Senior Discount Notes due 2007
Series B Senior Discount Notes due 2009
(Title of Class)

Indicate the number of outstanding shares of each of the issuers classes of
capital or common stock as of the close of the period covered by the annual
report.

27,631,537 Common Shares
9,590,000 Class A Non-Voting Shares
202,994,911 Class B Non-Voting Shares

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

[X] Yes     [  ] No

Indicate by check mark which financial statement item the registrant has
elected to follow.

[   ] Item 17        [X] Item 18





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ITEM 15  CONTROLS AND PROCEDURES

As of the end of the period covered by this Annual Report on Form 20-F,
Microcell Telecommunications Inc. conducted an evaluation (under the
supervision and with the participation of Microcell Telecommunications Inc.s
management, including the chief executive officer and chief financial officer),
pursuant to Rule 13a-15 promulgated under the Exchange Act, of the
effectiveness of the design and operation of Microcells disclosure controls
and procedures. Based on this evaluation, Microcells chief executive officer
and chief financial officer concluded that as of the evaluation date, such
disclosure controls and procedures were effective in ensuring that the
information required to be disclosed by Microcell in reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission.

There have not been any changes in our internal control over financial
reporting during the period covered by this Annual Report on Form 20-F that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

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ITEM 19  EXHIBITS

The following documents are filed as exhibits to this annual report:

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.1*    |  | Certificate of Incorporation, Certificate of Arrangement and
Certificate of Amendment of Microcell Telecommunications Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2*    |  | General By-laws of Microcell Telecommunications Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.1*    |  | First Unit Indenture made as of May 30, 2003 among Microcell
Telecommunications Inc. and Computershare Trust Company of Canada
as trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.2*    |  | Second Unit Indenture made as of May 30, 2003 among Microcell
Telecommunications Inc. and Computershare Trust Company of Canada
as trustee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.3*    |  | Warrant Indenture for the Warrants 2005 dated as of May 1, 2003
among Microcell Telecommunications Inc. and Computershare Trust
Company of Canada, as Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.4*    |  | Warrant Indenture for the Warrants 2008 dated as of May 1, 2003
among Microcell Telecommunications Inc. and Computershare Trust
Company of Canada, as Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2.5*    |  | Shareholder Rights Plan Agreement dated as of May 1, 2003 between
Microcell Telecommunications Inc. and Computershare Trust Company
of Canada, as Rights Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.1*    |  | Tranche A Exit Facility Agreement dated as of May 1, 2003 entered
into among Microcell Telecommunications Inc., as parent, Microcell
Solutions Inc., as borrower, the financial institutions from time
to time parties hereto as lenders, and
JP Morgan Chase Bank, Toronto Branch, as administrative agent, Collateral Agent and
Issuing Bank.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.2*    |  | Tranche B Credit Agreement dated as of May 1, 2003 entered into
among Microcell Telecommunications Inc., as parent, Microcell
Solutions Inc., as borrower, the financial institutions from time
to time parties hereto, as lenders, and JP Morgan Chase Bank,
Toronto Branch, as administrative agent and Collateral Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.3*    |  | Tranche C Credit Agreement dated as of May 1, 2003 entered into
among Microcell Telecommunications Inc., as parent, Microcell
Solutions Inc., as borrower, the financial institutions from time
to time parties hereto as lenders, and JP Morgan Chase Bank,
Toronto Branch, as administrative agent and Collateral Agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.4*    |  | Intercreditor And Collateral Agency Agreement, dated as of May 1,
2003, made among Microcell Solutions Inc., as borrower, Microcell
Telecommunications Inc., as guarantor, each of the persons listed
on the execution pages thereto under the Tranche A Lenders
heading, each of the persons listed on the execution pages thereto
under the Tranche B Lenders heading, each of the persons listed
on the execution pages thereto under the Tranche C Lenders
heading, JP Morgan Chase Bank, Toronto Branch, as administrative
agent under the Tranche A Exit Facility Agreement, the Tranche B
Credit Agreement and the Tranche C Credit Agreement, JP Morgan
Chase Bank, Toronto Branch, as collateral agent for each of the
Tranche A Lenders, the Tranche B Lenders and the Tranche C Lenders
and as fondé de

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|        |  |                                                                                                                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                             
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                             
|        |  | pouvoir pursuant to the terms of the Tranche A Exit Facility Agreement,
the Tranche B Credit Agreement and the Tranche C Credit Agreement,
Computershare Trust Company Of Canada, as Trustee for the holders of the
First Units, and Computershare Trust Company Of Canada, as Trustee for
the holders of the Second Units.                 
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.5     |  | Stock Option Plan of Microcell Telecommunications Inc. dated May 1, 2003,
as amended November 20, 2003 (Incorporated by reference to Exhibit 10.5
to the Registrants Registration Statement on Form F-1, as filed with the
Commission on November 28, 2003)                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.6*    |  | Stock Purchase Plan of Microcell Telecommunications Inc. dated May 1, 2003                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.7*    |  | PCS License Conditions issued by Industry Canada                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.8*    |  | Lease dated as of August 1, 1998 between Microcell Telecommunications
Inc. and WPBI Property Management Inc., as amended                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.9     |  | Purchase and Licence Agreement dated December 20, 2001 between Nortel
Networks Corporation and Microcell Solutions Inc. (Incorporated by
reference to Exhibit 10.9 to Amendment No. 1 to the Registrants
Registration Statement on Form F-1, as filed with the Commission on March
3, 2004)                                                
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.10    |  | GSM and IN Supplement to the Purchase and License Agreement (Revision 2)
dated as of January 16, 2004 between Nortel Networks Corporation and
Microcell Solutions Inc. (Incorporated by reference to Exhibit 10.10 to
Amendment No. 1 to the Registrants Registration Statement on Form F-1,
as filed with the Commission on March 3, 2004)
|        |  |                                                                                                                                                                                                                                                                                                                                             
|4.11    |  | Standby Purchase Agreement dated February 26, 2004 between Microcell
Telecommunications Inc. and COM Canada, LLC (Incorporated by reference to
Exhibit 10.11 to Amendment No. 1 to the Registrants Registration
Statement on Form F-1, as filed with the Commission on
March 3, 2004)                                                      
|        |  |                                                                                                                                                                                                                                                                                                                                             
|8.1*    |  | List of Subsidiaries                                                                                                                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                                                                                                                             
|12.1    |  | Certification of the President and Chief Executive Officer of Microcell
pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                             
|12.2    |  | Certification of the Chief Financial Officer and Treasurer of Microcell
pursuant to Section 302 of the Sarbanes-Oxley Act                                                                                                                                                                                                                   
|        |  |                                                                                                                                                                                                                                                                                                                                             
|13.1*   |  | Certification Form of the President and Chief Executive Officer of
Microcell pursuant to Section 906 of the Sarbanes-Oxley Act (Previously
filed as Exhibit 11.3)                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                             
|13.2*   |  | Certification Form of the Chief Financial Officer and Treasurer of
Microcell pursuant to Section 906 of the Sarbanese-Oxley Act (Previously
filed as Exhibit 11.4)                                                                                                                                                                          



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|* |  | Previously filed.
|- |  | -----------------



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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F/A and has duly caused this annual report to be signed on
its behalf by the undersigned, thereon to, duly authorized.

MICROCELL TELECOMMUNICATIONS INC.
(Registrant)

|    |                                                      | 
|--- | ---------------------------------------------------- | 
|By: | (s) Jacques Leduc                                   
|    |                                                      | 
|    | Jacques Leduc, Chief Financial Officer and Treasurer

DATE:
March 3, 2004.

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