SC 14D9/A

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9/A
(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)

Microcell Telecommunications Inc.
(Name of Subject Company)

Microcell Telecommunications Inc.
(Name of Person(s) Filing Statement)

Class A Restricted Voting Shares
Class B Non-Voting Shares, Warrants 2005 and Warrants 2008
(Titles of Classes of Securities)

59501T882, 59501T874, 59501T163, 59501T171
(CUSIP Numbers of Classes of Securities)

Jocelyn Côté, Esq.
Vice President, Legal Affairs
Microcell Telecommunications Inc.
800 de La Gauchetière Street West, Suite 4000
Montreal, Quebec, H5A 1K3
Canada
(514) 937-2121
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With Copies to:

David P. Falck, Esq.
Pillsbury Winthrop LLP
1540 Broadway
New York, NY 10036
(212) 858-1000 Marc B. Barbeau, Esq.
Stikeman Elliott LLP
1155 Rene-Levesque Blvd. West
Suite 4000
Montreal, Quebec H3B 3V2
Canada
(514) 397-3000

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. [            ]

        This Amendment No. 3 (the "Amendment No. 3") hereby amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed by Microcell Telecommunications Inc., a Canadian corporation (the "Company" or "Microcell") on May 20, 2004 (the "Initial Filing"), as amended and supplemented by the Solicitation/Recommendation Statement on Schedule 14D-9/A (Amendment No. 1) filed on May 27, 2004 (the "Amendment No. 1") and amended and restated by the Solicitation/Recommendation Statement on Schedule 14D-9/A (Amendment No. 2) filed on June 1, 2004 (the "Amendment No. 2", and collectively with the Initial Filing, the Amendment No. 1 and this Amendment No. 3, the "Schedule 14D-9"), relating to the offer by TELUS Corporation (the "Offeror" or "TELUS"), a corporation incorporated under the Company Act (British Columbia) to purchase all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting Shares, Warrants 2005 and Warrants 2008 of the Company (collectively, the "Securities") on the basis of $29.00 per Class A Restricted Voting Share, $29.00 per Class B Non-Voting Share, $9.67 per Warrant 2005 and $8.98 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Tender Offer Statement on Schedule TO ("Schedule TO") filed by the Offeror with the Securities and Exchange Commission on May 17, 2004.

        In this Schedule 14D-9/A, except where otherwise noted, all references to "dollars" or "$" are to Canadian dollars.

        Except as otherwise indicated herein, the information set for in the Schedule 14D-9 remains unchanged. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Schedule 14D-9.

Item 9.    Exhibits

        Item 9 is hereby amended and restated to include the following exhibits, which are attached as exhibits hereto.

EXHIBIT INDEX

Exhibit No.	Exhibit Name
(a)(1)(i)*	Directors' Circular, dated May 28, 2004, including opinions of Financial Advisors dated May 19, 2004.
(a)(5)(i)*	Press Release issued by Microcell Telecommunications Inc. on May 13, 2004.
(a)(5)(ii)*	Press Release issued by Microcell Telecommunications Inc. on May 20, 2004.
(a)(5)(iii)*	Communication to employees of Microcell sent on May 25, 2004 by Alain Rhéaume, President and Chief Operating Officer of Microcell Solutions, Inc.
(a)(5)(iv)*	Press Release issued by Microcell Telecommunications Inc. on May 31, 2004.
(a)(5)(v)	Press Release issued by Microcell Telecommunications Inc. on June 21, 2004.
(e)	None.
(g)	None.

*previously filed

SIGNATURE

        After due 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.

MICROCELL TELECOMMUNICATIONS INC.
By:	/s/  JACQUES LEDUC Name:    Jacques Leduc Title:    Chief Financial Officer and Treasurer

Dated: June 21, 2004

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EXHIBIT INDEX
SIGNATURE

EX-99.(A)(5)(V)

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Exhibit (a)(5)(v)

News Release

For immediate release

MICROCELL PROVIDES UPDATE ON STRATEGIC
AND FINANCIAL ALTERNATIVES
The company continues its process to maximize value

Montréal, June 21, 2004 — Microcell Telecommunications Inc. ("Microcell" or the "Company") (TSX: MT.A; MT.B; MT.W.A; MT.W.B) today reported on the progress of the strategic review process initiated following TELUS Corporation's ("TELUS") unsolicited offers (the "Offers") to purchase Microcell's publicly traded shares and warrants. On May 20, 2004, the Company announced that, after careful review and analysis of the Offers performed with the assistance of its legal and financial advisors, the Board recommended that its securityholders not tender into the Offers.

Microcell continues to seek maximization of value to securityholders by actively considering strategic and financial alternatives to the Offers. To that end, the Company and its advisors have been in discussions, and the Company has entered into confidentiality agreements, with interested Canadian and foreign parties, certain of which have initiated their due diligence of the Company and have been given access to confidential financial, operating and other relevant information. This process is ongoing and may result in additional discussions or negotiations regarding a sale of the Company to TELUS or another party, an equity investment in the Company by a strategic or financial investor, the separation of certain assets of the Company, or some combination of these alternatives. There can be no assurance that the process initiated by the Company, or the Offers themselves, will lead to any transaction.

The Offers, which were commenced on May 17, 2004, offer to purchase Microcell's Class A Restricted Voting Shares for C$29.00 per share, Class B Non-Voting Shares for C$29.00, Warrants 2005 for C$9.67, and Warrants 2008 for C$8.89, subject to the terms and conditions set out therein. Microcell has furnished a Director's Circular dated May 28, 2004 that provides important information regarding Microcell's response to the Offers. Securityholders should carefully review the Director's Circular and other relevant materials, as from time to time amended or supplemented. Investors can obtain a free copy of materials filed by Microcell with the Canadian Securities Administrators on the site maintained on their behalf for that purpose at www.sedar.com.

Microcell has also filed certain materials with the Securities and Exchange Commission ("SEC"), including a solicitation/recommendation statement on Schedule 14D-9. SECURITYHOLDERS ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT, AS IT MAY BE AMENDED FROM TIME TO TIME, BECAUSE IT CONTAINS IMPORTANT INFORMATION. Investors can obtain a free copy of materials filed by Microcell with the SEC on the SEC's Web site at www.sec.gov.

About the Company

Microcell Telecommunications Inc. is a major provider, through its subsidiaries, of telecommunications services in Canada dedicated solely to wireless. Microcell offers a wide range of voice and high-speed data communications products and services to over 1.2 million customers. Microcell operates a GSM network across Canada and markets Personal Communications Services (PCS) and General Packet Radio Service (GPRS) under the Fido® brand name. Microcell has been a public company since October 15, 1997, and is listed on the Toronto Stock Exchange.

Reminder to holders of Class A Restricted Voting Shares and Class B Non-Voting Shares. The Company reminds the holders of its Class A Restricted Voting Shares and Class B Non-Voting Shares that (i) each Class A Restricted Voting Share may, at the option of the holder, be exchanged at any time for one Class B Non-Voting Share and (ii) each Class B Non-Voting Share may, at the option of the holder by providing a declaration of Canadian residency to the Company's transfer agent, be exchanged at any time for one Class A Restricted Voting Share.

Fido is a registered trademark of Microcell Solutions Inc.

www.microcell.ca

— 30 —

For more information:

Investment Community and Media:
Thane Fotopoulos
514 937-0102, ext. 8317
thane.fotopoulos@microcell.ca

Médias
Claire Fiset
514 937-0102, poste 7824
claire.fiset@microcell.ca

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Exhibit (a)(5)(v)