UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G
                    Under the Securities Exchange Act of 1934
                               (Amendment No.One)*

                     Telesystem International Wireless Inc.
                                (Name of Issuer)

                                  Common Shares
                         (Title of Class of Securities)

                                    879946309
                                 (CUSIP Number)

                                December 31, 2001
             (Date of Event Which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

       [  ]  Rule 13d-1(b)
       [X ]  Rule 13d-1(c)
       [  ]  Rule 13d-1(d)

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

(1)    Names of Reporting Persons
       I.R.S. Identification Nos. of Above Persons (Entities Only)


       Bluewater  Investment  Management  Inc.
(2)    Check the Appropriate Box if a Member of a Group

       (a)        [  ]
       (b)        [X]

(3)    SEC Use Only


(4)    Citizenship or Place of Organization

       Toronto,  Ontario,  Canada




Number of                  (5)      Sole Voting Power
Shares                              Nil
Benefici-                  (6)      Shared Voting Power
ally Owned                          Nil
by Each                    (7)      Sole Dispositive Power
Reporting                           Nil
Person With                (8)      Shared Dispositive Power
                                    Nil

(9)    Aggregate Amount Beneficially Owned by Each Reporting Person

                                    Nil

(10)   Check if the Aggregate Amount in Row (9) Excludes
       Certain Shares                                                  [  ]


(11)   Percent of Class Represented by Amount in Row 9

                                    Nil
(12)   Type of Reporting Person
                                                  CO


                                    Item 1(a)

Name of Issuer:            Telesystem  International  Wireless  Inc.



                                    Item 1(b)

Address of Issuer's Principal Executive Offices:

                           16th  Floor
                           1000  de  la  Gauchetiere  West
                           Montreal,  Quebec
                           Canada
                           H3B  4W5

                                    Item 2(a)

Name of Person Filing:

                           Bluewater  Investment  Management  Inc.

                                    Item 2(b)

Address of Principal Business Office:

                           Suite  1502,  Box  63
                           150  King  Street  West
                           Toronto,  Ontario
                           Canada
                           M5H  1J9




                                    Item 2(c)

Citizenship:               Organized  in  Toronto,  Ontario,  Canada








                                    Item 2(d)

Title of Class of Securities:
                           Common  Stock



                                    Item 2(e)

CUSIP Number:

                           879946309

                                     Item 3

If this  statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check
whether the person filing is a:

(a) [  ]   Broker or Dealer registered under Section 15 of the Act

(b) [  ]   Bank as defined in section 3(a) (6) of the Act

(c) [  ]   Insurance Company as defined in section 3(a)(19) of the Act

(d) [  ]   Investment Company registered under section 8 of the Investment
           Company Act

(e) [X ]   An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

(f) [  ]   An employee benefit plan or endowment fund in accordance with
           Rule 13d-1(b)(1)(ii)(F)

(g) [  ]   A parent holding company or control person in accordance with
           Rule 13d-1(b)(1)(ii)(G)

(h) [  ]   A savings association as defined in Section 3(b) of the
           Federal Deposit Insurance Act

(i) [  ]   A church plan that is excluded from the definition of an
           investment company under Section 3(c)(14) of the
           Investment Company Act

(j) [  ]   Group, in accordance with Rule 13d-1(b)(1)(ii)(J)

If this statement is filed pursuant to Rule 13d-1(c), check this box.    [  ]


                                     Item 4

Ownership.

       (a) Amount Beneficially Owned:
           Nil


       (b) Percent of Class:
           Nil



       (c) Number of shares as to which such person has:

           (i)    Sole power to vote or to direct the vote:                Nil
           (ii)   Shared power to vote or to direct the vote:              Nil
           (iii)  Sole power to dispose or to direct the disposition of:   Nil
           (iv)   Shared power to dispose or to direct the disposition of: Nil



                                     Item 5

Ownership of Five Percent or Less of a Class

       [  ]

                N/A

                                     Item 6

Ownership of More than Five Percent on Behalf of Another Person



                N/A

                                     Item 7

Identification  and Classification of the Subsidiary which Acquired the Security
Being Reported on By the Parent Holding Company.



                N/A

                                     Item 8

Identification and Classification of Members of the Group.



                N/A

                                     Item 9

Notice of Dissolution of Group.



                N/A



                                     Item 10

Certification.

(a)   The following certification shall be included if the statement is filed
      pursuant to 240.13d-1(b):

      By signing  below I certify  that, to the best of my knowledge and belief,
      the  securities  referred  to  above  were  acquired  and are  held in the
      ordinary course of business and were not acquired and are not held for the
      purpose of or with the effect of  changing or  influencing  the control of
      the issuer of the  securities  and were not  acquired  and are not held in
      connection with or as a participant in any transaction having that purpose
      or effect.

(b)   The following certification shall be included if the statement is filed
      pursuant to 240.13d-1(c):

      By signing  below I certify  that, to the vest of my knowledge and belief,
      the  securities  referred to above were not  acquired and are not held for
      the purpose of or with the effect of changing or  influencing  the control
      of the issuer of the  securities and were not acquired and are not held in
      connection with or as a participant in any transaction having that purpose
      or effect.

Signature.

       After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.

Date:                  February  4,  2002

Signature:

Name/Title:            Dina  DeGeer




                    Attention:  Intentional misstatements or omissions of fact
                   constitute Federal criminal violations (See 18 U.S.C. 1001).