SC 13D

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934	OMB Number: 3235-0145Expires: October 31, 2002 Estimated average burden Hours per form. . . 14.90

Tricom, S.A.
(Name of Issuer)
American Depository Shares Each representing one share of Class A of Common Stock, par value RD$10 per share, of the Issuer
(Title of Class of Securities)
	89612A100
	(CUSIP Number)
Steven L. Wasserman, Esq. Piper Rudnick LLP 1251 Avenue of the Americas New York, New York 10020-1104 (212) 835-6148
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
(Date of Event which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

        Note:    Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SeeRule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

*

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 on 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).

SCHEDULE 13D

Page 2 of 17

CUSIP No. 89612A100

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	GFN Corporation, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ý
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Island

Number of	7	SOLE VOTING POWER    **
Shares
Beneficially	8	SHARED VOTING POWER    **
Owned by Each
Reporting	9	SOLE DISPOSITIVE POWER    **
Person With
	10	SHARED DISPOSITIVE POWER    **

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,125,163**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.7%**
14	TYPE OF REPORTING PERSON CO

**

(see Item 5)

SCHEDULE 13D

Page 3 of 17

CUSIP No. 89612A100

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Oleander Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ý
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Panama

Number of	7	SOLE VOTING POWER    **
Shares
Beneficially	8	SHARED VOTING POWER    **
Owned by Each
Reporting	9	SOLE DISPOSITIVE POWER    **
Person With
	10	SHARED DISPOSITIVE POWER    **

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,161,744**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.0%**
14	TYPE OF REPORTING PERSON CO

**

(see Item 5)

SCHEDULE 13D

Page 4 of 17

CUSIP No. 89612A100

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Plan de Pensiones y Jubilaciones de la Compañia Nacional de Seguros
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ý
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Dominican Republic

Number of	7	SOLE VOTING POWER    **
Shares
Beneficially	8	SHARED VOTING POWER    **
Owned by Each
Reporting	9	SOLE DISPOSITIVE POWER    **
Person With
	10	SHARED DISPOSITIVE POWER    **

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 963,413**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.0%**
14	TYPE OF REPORTING PERSON CO

**

(see Item 5)

SCHEDULE 13D

Page 5 of 17

CUSIP No. 89612A100

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	Manuel Arturo Pellerano Peña
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ý
	(b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Dominican Republic

Number of	7	SOLE VOTING POWER    **
Shares
Beneficially	8	SHARED VOTING POWER    **
Owned by Each
Reporting	9	SOLE DISPOSITIVE POWER    **
Person With
	10	SHARED DISPOSITIVE POWER    **

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,640,192**
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.2%**
14	TYPE OF REPORTING PERSON IN

**

(see Item 5)

Page 6 of 17

Item 1.    Security and Issuer.

        This statement relates to the American Depositary Shares, each representing one share of Class A Common Stock, par value RD$10 per share ("ADSs"), of Tricom, S.A., a corporation (sociedad anónima) organized and existing under the laws of the Dominican Republic (the "Company"). The address of the Company's principal executive office is: Ave. Lope De Vega, No. 95, Santo Domingo, Dominican Republic.

Item 2.    Identity and Background.

1.

GFN Corporation, Ltd.:

(a)

GFN Corporation, Ltd. ("GFN"), a Cayman Island Corporation

Information with respect to each executive officer and director of GFN and each person controlling GFN, including the name, business address and principal business or occupation or such entity, is set forth on Schedule I hereto.

Manuel Arturo Pellerano Peña and members of his family are control persons of GFN.

(b)

GFN's business address is:

Máximo Gómez 31
Santo Domingo, Dominican Republic.

(c)

GFN is a holding company which, in addition to its ownership of shares of the Company (TRICOM) through Oleander Holdings, Inc, owns controlling interests in Banco Nacional de Crédito, a commercial bank in the Dominican Republic, as well as bank operations in Panama and Cayman Island, Compañía Nacional de Seguros, the largest insurance company in the Dominican Republic, the San Isidro Industrial Free Trade Zone and Editorial AA, a leading publisher of magazines in the Dominican Republic.



(d)

Within the last five years, neither GFN, nor, to its knowledge, any of its officers, directors or other control persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).



(e)

Within the last five years, neither GFN, nor, to its knowledge, any of its officers, directors or other control persons, have been party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.



(f)

The executive officers and directors, and other control persons, of GFN are citizens of the Dominican Republic.

2.

Oleander Holdings, Inc.:

(a)

Oleander Holdings, Inc. ("Oleander"), a Panamanian corporation.

Information with respect to each executive officer and director of Oleander, each person controlling Oleander and each executive officer and director of any corporation or other person ultimately in control of Oleander, including the name, business address and principal business or occupation of such entity, is set forth on Schedule II hereto.

Oleander is a wholly owned subsidiary of GFN. GFN and its control persons are control persons of Oleander.

Page 7 of 17

(b)

Oleander's business address is:

Máximo Gómez 31
Santo Domingo, Dominican Republic.

(c)

Oleander is a holding company formed for the purpose of holding shares of the Company.



(d)

Within the last five years, neither Oleander, nor, to its knowledge, any of its officers, directors or other control persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).



(e)

Within the last five years, neither Oleander, nor, to its knowledge, any of its officers, directors or other control persons, have been party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.



(f)

The executive officers and directors of Oleander, persons controlling Oleander and the executive officers and directors of any corporation or other persons ultimately in control of Oleander are citizens of the Dominican Republic.

3.

Plan de Pensiones y Jubilaciones de la Compañia Nacional de Seguros:

(a)

Plan de Pensiones y Jubilaciones de la Compañia Nacional de Seguros ("PPJ"). PPJ is a pension fund for the employees of GFN and its subsidiaries (the "Employees"). Approximately 2217 employees currently participate in the pension fund. All employees are eligible to participate. Each employee contributes 4.0% of his or her salary and GFN contributes an additional 5.3% of the employee salary to PPJ on a monthly basis. Sole control over the investment and voting of securities held by PPJ for the benefit of the Employees is held by a committee comprised of 3 officers of GFN (the "Committee").

Information with respect to each Committee member of PPJ, each person controlling PPJ and each executive officer and director of any corporation or other person ultimately in control of PPJ, including the name, business address and principal business or occupation of such entity, is set forth on Schedule III hereto.

The Committee, GFN and its control persons are control persons of PPJ.

(b)

PPJ's business address is:

Máximo Gómez 31
Santo Domingo, Dominican Republic.

(c)

PPJ is a pension fund for the employees of GFN and its subsidiaries.



(d)

Within the last five years, neither PPJ, nor, to its knowledge, any of its Committee members, nor other persons who may be deemed its control persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).



(e)

Within the last five years, neither PPJ, nor, to its knowledge, any of its Committee members, nor other persons who may be deemed its control persons, have been party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Page 8 of 17

(f)

The Committee members of PPJ, persons controlling PPJ and executive officers and directors of any corporation or other persons ultimately in control of PPJ are citizens of the Dominican Republic.

4.

Manuel Arturo Pellerano Peña

(a)

Manuel Arturo Pellerano Peña ("Mr. Pellerano").

(b)

Mr. Pellerano's business address is:

Tricom, S.A.
Ave. Lope De Vega, No. 95
Santo Domingo, Dominican Republic.

(c)

Mr. Pellerano is the Chairman of the Board of Directors and President of the Company.



(d)

Within the last five years, Mr. Pellerano has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).



(e)

Within the last five years, Mr. Pellerano has not been party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.



(f)

Mr. Pellerano is a citizen of the Dominican Republic.

Item 3.    Source and Amount of Funds or Other Consideration.

        GFN, through Oleander, is the founding shareholder of the Company. The 11,486,726 shares of the Company's Class B stock owned by Oleander were issued at the Company's initial public offering as part of a recapitalization of the Company, and reflect the ownership in the Company by GFN, through Oleander, immediately prior to such offering. The approximate aggregate amount invested by GFN and Oleander since the date of the Company's organization attributable to the shares of the Company's Class B stock that it owns is US$26,014,414. All funds used to purchase shares of Class B stock on behalf of GFN and Oleander have come directly from the assets of GFN and Oleander, respectively. Oleander also owns 675,024 shares of Class A Common Stock purchased for US$7,000,000 in a privately negotiated transaction. All of this amount has come directly from the assets of GFN and Oleander. In May 2001, GFN also advanced US$40 million to the Company that was used to subscribe for 10 million shares of Class A Common Stock through a private placement on the same terms and conditions offered to all shareholders pursuant to a Rights Offering, as hereinafter defined, made by the Company to all holders of its ADSs, shares of its Class A Common Stock and shares of its Class B stock. The amount advanced by GFN came in its entirety directly from the assets of GFN.

        PPJ paid an aggregate of US$ 7,423,896 for 963,413 ADSs purchased by it. All funds used to purchase these ADSs on behalf of PPJ have come directly from the assets of PPJ, which represent contributions by the employees of GFN and its subsidiaries and additional contributions by GFN and its subsidiaries to PPJ for the benefit of employees to, and as part of, the pension fund plan.

        Mr. Pellerano paid an aggregate of US$6,501,447 for 515,029 ADSs purchased by him. All funds used to purchase these ADSs on behalf of Mr. Pellerano have come directly from the assets of Mr. Pellerano.

Item 4.    Purpose of Transaction.

        The following describes current plans for the acquisition by any reporting person of additional ADSs or shares of Class A Common Stock.

Page 9 of 17

        In May 2001, GFN advanced US$40 million to the Company on an interest free basis which was used to subscribe for 10 million shares of Class A Common Stock through a private placement on the same terms and conditions offered to all shareholders pursuant to a rights offering made by the Company on December 11, 2001 (the "Rights Offering"). The aggregate number of ADSs and shares of Class A Common Stock offered to shareholders in the Rights Offering was 16,492,522 at $4.00 per share. Each holder of ADSs or Class A Common Stock had the right to subscribe for a proportionate share of the Rights Offering. Holders who purchased in full their proportionate share also had the right to purchase additional shares pursuant to an oversubscription privilege. Neither PPJ nor Mr. Pellerano subscribed for ADSs in the Rights Offering. Each of the reporting persons may, depending on market conditions or other factors, purchase additional ADSs or shares of Class A Common Stock. These purchases may be in open market transactions on the New York Stock Exchange, in privately negotiated transactions or otherwise.

        Except as we state in this Item 4, neither GFN, Oleander, PPJ nor Mr. Pellerano has any present plans or intentions which would result in or relate to any of the actions described in (a) through (j) of Item 4 of the General Instructions to Schedule 13D.

Item 5.    Interest in Securities of the Issuer.

        Based upon the Company's most recent filings with the Securities and Exchange Commission, there were 24,245,920 issued and outstanding shares of the Class A Common Stock and 19,144,544 shares of the Company's Class B stock issued and outstanding. Each share of Class B stock is convertible into Class A Common Stock on a one-for-one basis.

        As of April 8, 2002, Oleander was the holder of 12,161,750 shares of the Company's securities, comprised of 11,486,726 shares of Class B stock and 675,024 shares of Class A Common Stock, representing approximately 34.0% beneficial ownership of the Company's shares of Class A Common Stock. Pursuant to Rule 13d-3(d)(1)(i), Oleander's shares of Class B stock are deemed to be outstanding shares of Class A Common Stock for purposes of computing the percentage of Class A Common Stock beneficially owned by Oleander. Oleander is a wholly owned subsidiary of GFN.

        As of April 8, 2002, PPJ was the holder of 963,413 ADSs representing the same number of shares of Class A Common Stock, representing approximately 4.0% beneficial ownership of the Company's shares of Class A Common Stock. Investment and voting decisions as to those Company securities held by PPJ are controlled by a Committee comprised solely of officers of GFN.

        As a result of Mr. Pellerano's control of GFN and Oleander, which is a wholly owned subsidiary of GFN, GFN and Mr. Pellerano may be deemed to share the right to vote and dispose of the shares owned by Oleander. Further, because GFN may be deemed to control investment and voting decisions affecting Company securities held by PPJ, GFN and Mr. Pellerano may be deemed to share the right to vote and dispose of the shares owned by PPJ. Mr. Pellerano has the sole right to vote and dispose of shares he holds in his own name.

        As of April 8, 2002, GFN was the beneficial holder of a total of 23,125,163 shares, or approximately 64.7%, of the Company's shares of Class A Common Stock, comprised of 10 million shares of Class A Common Stock which it purchased through a private placement on the same terms and conditions offered to all shareholders pursuant to the Rights Offering, 11,486,726 shares of Class B stock and 675,024 shares of Class A Common Stock owned by Oleander and 963,413 ADSs representing the same number of shares of Class A Common Stock owned by PPJ.

        As of April 5, 2002, Mr. Pellerano was the beneficial holder of a total of 23,640,192 shares, or approximately 66.2%, of the Company's securities, comprised of 515,029 ADSs representing the same

Page 10 of 17

number of shares of Class A Common Stock held in his own name and the 23,125,163 shares of the Company's shares of Class A Common Stock beneficially held by GFN (see above).

        Information with respect to the purchases during the sixty days prior to April 8, 2002 by GFN, Oleander, PPJ and Mr. Pellerano of ADSs and Class A Common Stock is listed in the following table. There were not any purchases of shares of Class B Stock or by any filing person other than PPJ. The listed purchases by PPJ were executed on the New York Stock Exchange.

Purchases byPPJ:	Date	Number of Shares (ADSs)	Price (US$) Per Share
	31-Jan-02	10,000	$	3.53
	1-Feb-02	7,500	$	3.63
	4-Feb-02	3,000	$	3.71
	5-Feb-02	3,000	$	3.71
	7-Feb-02	3,600	$	3.68
	11-Feb-02	1,800	$	3.67
	13-Feb-02	1,400	$	3.71
	14-Feb-02	800	$	3.75
	22-Feb-02	4,000	$	3.71
	25-Feb-02	2,500	$	3.71
	26-Feb-02	2,000	$	3.71
	5-Mar-02	1,600	$	3.55
	6-Mar-02	3,000	$	3.57
	7-Mar-02	3,000	$	3.61
	11-Mar-02	5,000	$	3.63
	12-Mar-02	800	$	3.49
	14-Mar-02	2,000	$	3.60
	22-Mar-02	3,000	$	3.47
	27-Mar-02	3,000	$	3.48

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

        Except for the following agreements and the relationships described in Item 5, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company between the persons named in Item 2 and any other person:

•

Amended and Restated Shareholders Agreement, dated as of May 8, 1998, among TRICOM, S.A., Motorola, Inc., Oleander Holdings, Inc., Zona Franca San Isidro, S.A. and certain nominal shareholders that are affiliates of GFN or TRICOM.

This agreement provides that the Company's Board of Directors will consist of, and GFN and Motorola each will vote all of the shares owned by it, or its permitted transferees, in favor of six directors to be designated by GFN, four directors to be designated by Motorola and two independent directors. Under this agreement, until such time as either GFN or Motorola owns less than 25% of the Company's Class B shares, the affirmative vote of nine directors is needed in the following situations: the acquisition or formation of, or investment in, another entity by the Company, the incurrence of indebtedness by the Company in a ratio to equity of greater than three to one, approval of annual budgets relating to income, capital expenditures, operating expenses and cash flows and the issuance, or redemption, of Class A Common Stock or instruments exercisable or convertible into Class A Common Stock. Under this agreement, GFN and Motorola have piggy-back and demand registration rights under certain circumstances.

Page 11 of 17

•

Voting Agreement, dated August 21, 1997, between Oleander Holdings, Inc. and The Bank of New York.

In connection with the Company's offering of 11³/8% senior notes due 2004, Oleander entered into a voting agreement, dated August 21, 1997 with The Bank of New York, as trustee under the indenture for the senior notes. The voting agreement provides that Oleander will temporarily grant to the trustee for the 11³/8% senior notes due 2004 the right to vote all of its shares of common stock upon the occurrence of certain default events relating to the Company's failure to pay its indebtedness, or interest, principal or judgments thereupon. The voting agreement does not prohibit or restrict Oleander from transferring, selling, pledging, or hypothecating any shares of voting stock. Any shares of voting stock transferred to an affiliate of Oleander will remain subject to the voting agreement and any shares of voting stock transferred to a person unaffiliated with Oleander will no longer be subject to the voting agreements.

•

Stockholders' Agreement dated as of October 26, 2001, among TRICOM, S.A., Oleander Holdings, Inc. and Walbeck Overseas Limited.

In connection with the acquisition by the Company of all of the shares of TCN Dominicana S.A., the Company issued shares of its Class A Common Stock to Walbeck Overseas Limited. The Company and Oleander agreed that as long as Walbeck or its permitted transferees (the "Telecable Stockholders") own at least seven percent of Tricom's outstanding Common Stock (defined as including the Class A Common Stock and the Class B stock), the Telecable Stockholders would have the right to nominate one director to the Board of Directors and Oleander would vote in favor of such nominee. Oleander also agreed that if it were to sell in a single transaction or series of related transactions, the greater of (i) 20% of the shares of Common Stock (defined as including the Class A Common Stock and the Class B stock) then owned by it or (ii) shares with an aggregate purchase price greater than $35 million (or shares which result in the purchaser owning shares of common stock with more than 50% of all votes, (a "Change of Control Transaction"), notwithstanding that the transaction is not of the type specified in (i) or (ii) (the transactions described in (i) and (ii) and a Change of Control Transaction, together being a "Qualifying Transaction")), then the Telecable Stockholders shall have the right to require the Purchaser to purchase from the Telecable Stockholders at the same price and on the same terms, the same percentage of their Common Stock as purchased from Oleander, unless the sale is a Change of Control Transaction in which case the Telecable Stockholders have the right to require the purchase of all of their shares. If Oleander receives a bona fide offer from a third party to purchase its shares in a Qualifying Transaction, Oleander also has the right to require the Telecable Stockholders to sell to such third party the same percentage of their shares as Oleander sells to the third party.

        The foregoing summarizes provisions of each such agreement and the summaries are qualified in their entirety by reference to the complete agreements that are listed in Item 7 as exhibits to this Schedule.

Page 12 of 17

Item 7.    Material to be Filed as Exhibits.

Exhibit
4.1	Amended and Restated Shareholders Agreement, dated as of May 8, 1998, among TRICOM, S.A., Motorola, Inc., Oleander Holdings, Inc., Zona Franca San Isidro, S.A. and certain nominal shareholders that are affiliates of GFN or TRICOM*
4.2	Stockholders' Agreement dated as of October 26, 2001, among TRICOM, S.A., Oleander Holdings, Inc. and Walbeck Overseas Limited.
9.1	Joint Filing Agreement, dated as of April 5, 2002 by and between GFN Corporation, Ltd., Oleander Holdings, Inc., Plan de Pensiones y Jubilaciones de la Compañia Nacional de Seguros and Manuel Arturo Pellerano Peña.
9.2	Voting Agreement, dated August 21, 1997, between Oleander Holdings, Inc. and The Bank of New York**

*

Incorporated herein by reference to Exhibit 10.7 to the Company's Amendment No. 1 to the Registration Statement on Form F-1, registration number 333-8574, filed May 1, 1998.

**

Incorporated herein by reference to Exhibit 4.5 to the Company's Registration Statement on Form F-4, registration number 333-8150, filed December 29, 1997.

Page 13 of 17

SIGNATURE

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

Dated: April 8, 2002	GFN CORPORATION, LTD.
	By:	/s/  HÉCTOR CASTRO-NOBOA Name: Héctor Castro-Noboa Title: Secretary Board of Directors
	OLEANDER HOLDINGS, INC.
	By:	/s/  MANUEL ARTURO PELLERANO PEÑA Name: Manuel Arturo Pellerano Peña Title: President
	PLAN DE PENSIONES Y JUBILACIONES DE LA COMPAÑIA NACIONAL DE SEGUROS
	By:	/s/  MAURICIA SANTOS Name: Mauricia Santos Title: Senior Vice President Finance
	Manuel Arturo Pellerano PeñaManuel Arturo Pellerano Peña

Page 14 of 17

SCHEDULE I

        The Executive Officers of GFN Corporation, Ltd are:

Name	Principal Business Address	Principal Occupation	Number of Tricom ADSs owned
Maximo A. Pellerano Peña	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/President	NONE
Manuel Arturo Pellerano Peña	Av. Lope de Vega 95, Santo Domingo, Dominican Rep.	Director/Vice-President	515,029 ADS*
Hector Castro-Noboa	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Secretary	27,653 ADS*
Mauricia Santos	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Treasurer	6,313 ADS*

        The Directors of GFN Corporation Ltd are:

Name	Principal Business Address	Principal Occupation	Number of Tricom ADSs owned
Máximo A. Pellerano	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/President	NONE
Manuel Arturo Pellerano Peña	Av. Lope de Vega 95, Santo Domingo, Dominican Rep.	Director/Vice-President	515,029 ADS
Héctor Castro-Noboa	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Secretary	27,653 ADS
Mauricia Santos	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Treasurer	6,313 ADS

*

None of the shares were bought over the last 60 days

The control person of GFN is:
Manuel Arturo Pellerano Peña (see item 2, paragraph 4)

Page 15 of 17

SCHEDULE II

        The Executive Officers of Oleander are:

Name	Principal Business Address	Principal Occupation	Number of Tricom ADSs owned
Manuel Arturo Pellerano Peña	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/President	515,029 ADS
Máximo A. Pellerano	Av. Lope de Vega 95, Santo Domingo, Dominican Rep.	Director/Vice-President	NONE
Héctor Castro-Noboa	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Secretary	27,653 ADS
Mauricia Santos	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Treasurer	6,313 ADS

        The Directors of Oleander are:

Name	Principal Business Address	Principal Occupation	Number of Tricom ADSs owned
Manuel Arturo Pellerano Peña	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/President	515,029 ADS
Máximo A. Pellerano	Av. Lope de Vega 95, Santo Domingo, Dominican Rep.	Director/Vice-President	NONE
Héctor Castro-Noboa	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Secretary	27,653 ADS
Mauricia Santos	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Director/Treasurer	6,313 ADS

The control person of Oleander is:
GFN (see item 2, paragraph 1 for GFN and Schedule I for the executive officers, directors and other control persons of GFN).

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SCHEDULE III

        The Committee Members of PPJ are:

Name	Principal Business Address	Principal Occupation	Number of Tricom ADSs owned
Mauricia Santos	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Finance Vice President	6,313 ADS
Jesus Matos	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Internal Auditor	NONE
Fior D'Aliza Perez	Av. Máximo Gómez 31, Santo Domingo, Dominican Rep.	Human Resources Vice President	NONE

The control person of PPJ is:
GFN (see item 2, paragraph 1 for GFN and Schedule I for the executive officers, directors and other control persons of GFN).

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EXHIBITS

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Item 1. Security and Issuer.
Item 2. Identity and Background.
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Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
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Item 5. Interest in Securities of the Issuer.
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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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Item 7. Material to be Filed as Exhibits.

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SIGNATURE

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SCHEDULE I

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SCHEDULE II

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SCHEDULE III

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EXHIBITS

EX-4.2

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Exhibit 4.2

STOCKHOLDERS' AGREEMENT

        STOCKHOLDERS' AGREEMENT dated as of October 26, 2001 (this "Agreement") among TRICOM, S.A. ("Tricom"), Oleander Holdings, Inc., a Panamanian corporation and wholly owned subsidiary of GFN Corporation Ltd. ("Oleander," together with any Permitted Transferee, the "GFN Stockholder"), and Walbeck Overseas Limited, a British Virgin Islands corporation ("Walbeck," together with any Permitted Transferee, the "Telecable Stockholders").

W I T N E S S E T H:

        WHEREAS, pursuant to the Purchase Agreement (as defined below), a wholly-owned subsidiary of Tricom is acquiring from Walbeck all of the issued and outstanding shares of TCN Dominicana, S.A. ("TCN") for consideration including shares of Class A Common Stock of Tricom; and

        WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the transactions contemplated by the Purchase Agreement;

        NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements hereinafter contained, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereto agree as follows:

ARTICLE I.
DEFINITIONS

        Section 1.1    Definitions.    Unless otherwise defined, all capitalized terms used herein shall have the meanings ascribed thereto in the Purchase Agreement. The following additional definitions shall apply for purposes of this Agreement.

        "1933 Act" means the Securities Act of 1933, as amended.

        "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediates controls, is controlled by or is under common control with the first specified Person. For the purpose of this definition, the term "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

        "Beneficially Own" shall have the meaning set forth in Rule 13d-3 of the U.S. Securities Exchange Act of 1934, as in effect on the date of this Agreement.

        "Board" means the board of directors of Tricom.

        "Business Day" means any day other than a Saturday, Sunday or other day on which the banking institutions in Santo Domingo, Dominican Republic are required or authorized to be closed.

        "Class A Common Stock" means the Class A Common Stock, par value RD$10 per share, of Tricom.

        "Class B Stock" means the Class B Stock, par value RD$10 per share, of Tricom.

        "Common Stock" means the Class A Common Stock and the Class B Stock (treating for the purpose of any calculation hereunder each outstanding share of Class B Stock as equal to the number of shares of Class A Common Stock into which each such share of Class B Stock is then convertible).

        "Permitted Transferee" means (a) any general partner, limited partner, member, or shareholder of such Stockholder that receives shares of Common Stock in a bona fide distribution pursuant to the terms of the transferor's organizational documents (so long as such documents are not amended for the purpose of permitting such a transfer), and any employee, officer or director of such Stockholder, or any spouse, lineal descendant (whether natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing Persons described in this clause (a) (collectively, "Stockholder Associates") and (b) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partner of which include only such Stockholder, such Stockholder Associates; provided, however, that such Permitted Transferee agrees to become a party to and be bound by the terms of this Agreement to the same extent such Permitted Transferee's transferor was bound.

        "Person" means any individual, general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, cooperative or association, or any other legal entity.

        "Purchase Agreement" means the Stock Purchase Agreement dated as of July 13, 2001, as amended as of October 24, 2001, by and among Tricom, Tricom Centroamerica, S.A., a Panamanian corporation, Telecable Nacional, C por A, a Dominican corporation ("Telecable"), Walbeck, Oxview Trading Limited, a British Virgin Islands corporation ("Oxview" and together Walbeck and Telecable, the "Seller"), TCN and the Stockholders.

        "Qualifying Transaction" shall mean a single transaction or series of related transactions in which there is sold the greater of (i) 20% of the shares of Common Stock then owned by the GFN Stockholder or (ii) shares with an aggregate purchase price greater than $35 million; provided that any transaction which results in the Purchaser owning shares of Common Stock with more than 50% of all votes represented by the voting stock of Tricom (a "Change of Control Transaction") also shall be a Qualifying Transaction notwithstanding that the conditions set forth in (i) and (ii) are not satisfied.

        "Stockholder" means each Person (other than Tricom) who agrees in writing to be bound by the terms of this Agreement, whether in connection with its execution and delivery as of the date hereof, pursuant to Sections 4.1 and 6.3, or otherwise, so long as such Person Beneficially Owns any Common Stock.

        "Telecable Stockholder Representative" means Marino Ginebra, or any subsequent representative of the Telecable Stockholders appointed pursuant to Section 2.1.

ARTICLE II.
TELECABLE STOCKHOLDER REPRESENTATIVE

        Section 2.1    The Telecable Stockholder Representative.

        (a)  By executing and delivering this Agreement or any agreement of joinder referred to in Section 5.3, Walbeck and each Permitted Transferee thereof who subsequently becomes a party to this Agreement pursuant to such an agreement of joinder hereby appoints Marino Ginebra to act on his, her or its behalf as such Telecable Stockholder's representative, agent and attorney-in-fact in connection with this Agreement and to give and receive all notices and communications, take such actions, exercise such discretion and sign such consents, instruments or agreements as may be necessary or appropriate in the judgment of such representative to carry out the purposes of this Agreement. Any vacancy in the position of the Telecable Stockholder Representative shall be filled by a Person selected by a majority-in-interest of the Telecable Stockholders and such Permitted Transferees, provided that such Person must be reasonably acceptable to Tricom.

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        (b)  The Telecable Stockholder Representative shall not be liable to any Telecable Stockholder for any act done or omitted hereunder unless it is finally determined by a court of competent jurisdiction that such act or omission resulted from the gross negligence or willful misconduct of the Telecable Stockholder Representative in such capacity.

        (c)  A decision, act, consent or instruction of the Telecable Stockholder Representative shall constitute a decision for all of the Telecable Stockholders and all of such Permitted Transferees and shall be final, binding and conclusive upon each of such Telecable Stockholders and each of such Permitted Transferees.

ARTICLE III.
AGREEMENT TO VOTE

        Section 3.1    Board of Directors.

        (a)  The parties hereto shall take, or cause to be taken, all actions necessary to elect or appoint as directors those individuals who have been nominated by the other parties hereto, including, without limitation, voting or causing to be voted any shares of Class B Stock and Class A Common Stock at meetings of shareholders in favor of such nominees and causing Tricom to call a special meeting of shareholders, and such nominees shall be elected or appointed directors in accordance with Tricom's By-laws and the applicable laws of the Dominican Republic.

        (b)  Upon the effectiveness of this Agreement, the Telecable Stockholders shall be entitled to nominate one (1) director to the Board, who shall be reasonably acceptable to the GFN Stockholders and Tricom. Once duly qualified and elected, the director nominated by the Telecable Stockholders shall serve until his or her respective successor is duly qualified and elected or appointed.

        (c)  The right of the Telecable Stockholders to nominate one member of the Board pursuant to this Article III shall terminate one year after such date as the number of shares of Tricom's outstanding Common Stock collectively held by the Telecable Stockholders is less than seven (7.0%) percent of Tricom's outstanding Common Stock.

ARTICLE IV.
TRANSFER RESTRICTIONS

        Except as provided in Section 11 of the Purchase Agreement, the Escrow Agreement, the Registration Rights Agreement and this Agreement, no purchase, sale, gift, endorsement, assignment (including an assignment of voting or other rights), transfer, pledge, encumbrance or other disposition, whether voluntary, involuntary or by operation of law, including, without limitation, any transfer pursuant to a divorce decree (collectively, a "Transfer"), of Common Stock by any Telecable Stockholder shall be valid and binding unless made in accordance with the terms and conditions of this Agreement and applicable securities laws. Notwithstanding the foregoing, any Telecable Stockholder may Transfer any of his, her or its Common Stock to (i) any party if such Transfer is made pursuant to an effective Registration Statement or in a Transfer pursuant to Rule 144 promulgated by the SEC under the 1933 Act in which case such transferee need not become a party to, and will not be entitled to any of the rights or benefits, or be bound by any of the obligations of, this Agreement, or (ii) a Permitted Transferee; provided that the Common Stock of any such Permitted Transferee, as a condition to the effectiveness of such Transfer, shall remain subject to all of the provisions of this Agreement and such Permitted Transferee agrees in writing to be bound by the terms of this Agreement to the same extent as his, her or its transferor was bound. The attempted Transfer of any Common Stock in violation of the provisions of this Agreement shall be null and void.

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ARTICLE V.
RIGHT OF CO-SALE; DRAG-ALONG

        Section 5.1    Right of Co-Sale.

        (a)  Except as set forth in Paragraph (c) below, if, at any time, the GFN Stockholder, wishes to sell any Common Stock owned by it in a Qualifying Transaction to any Person (a "Purchaser"), any Telecable Stockholder shall have the right to require, as a condition to such sale, that the Purchaser simultaneously purchase from such Telecable Stockholder, at the same price and on the same terms, the same percentage of Common Stock held by such Telecable Stockholder as such sale by the GFN Stockholder represents with respect to the Common Stock then owned by the GFN Stockholder, unless the Qualifying Transaction also is a Change of Control Transaction in which case such Telecable Stockholder shall have the right to require the Purchaser to simultaneously purchase from such Telecable Stockholder all of its shares of Common Stock at such price and on such terms. If the GFN Stockholder wishes to sell any Common Stock owned by it in a Qualifying Transaction to a Purchaser, it shall promptly give written notice (specifying such price and terms and conditions) of such proposed sale to the Telecable Stockholder Representative. If any Telecable Stockholder wishes to participate in any such sale or other disposition, such Telecable Stockholder shall notify the GFN Stockholder in writing of the number of shares of Common Stock, if any, which it desires to sell to the Purchaser. Such notice shall be delivered within ten days after receipt of written notice of the proposed sale from the GFN Stockholder.

        (b)  The GFN Stockholder shall use his, her or its commercially reasonable efforts to obtain the agreement of the Purchaser to the full desired participation of the Telecable Stockholders in the contemplated sale or other disposition, and the GFN Stockholder shall not transfer any Common Stock to such Purchaser if such Purchaser declines to permit the Telecable Stockholders to sell all of the shares he, she or it requests to sell.

        (c)  The provisions of this Section 5.1 shall not apply to (i) any transfer of Common Stock to a Permitted Transferee in compliance with this Agreement or (ii) any sale of shares of Common Stock (or depositary shares or receipts representing such shares) by the GFN Stockholder in an underwritten public offering. Telecable Stockholders may not sell any shares pursuant to this Section 5.1 then held pursuant to the Escrow Agreement as Indemnity Shares, as defined in the Escrow Agreement.

        Section 5.2    Drag-Along Rights.

        (a)  Notice.    If the GFN Stockholder receives a bona fide offer from a third party to purchase shares of its Common Stock in a Qualifying Transaction, (as such offer may be amended, from time to time, a "Bona Fide Offer"), the GFN Stockholder shall promptly notify the Telecable Stockholder Representative in writing of the price and other terms and conditions of the Bona Fide Offer (the "Drag Along Notice"). Each Telecable Stockholder shall be obligated to sell to such third party (the "Drag Along Purchaser") the same percentage of Common Stock held by such Telecable Stockholder as such sale by the GFN Stockholder represents with respect to the Common Stock then owned by the GFN Stockholder, unless the Qualifying Transaction also is a Change of Control Transaction, in which case each Telecable Stockholder shall sell that number of shares of Common Stock as the GFN Stockholder may determine, in its discretion. Any sale by a Telecable Stockholder pursuant hereto shall be on the terms set forth in the Bona Fide Offer (subject to the conditions set forth in this Section 5), as such Bona Fide Offer may be amended by agreement of the GFN Stockholder.

        (b)  At least twenty days prior to the proposed closing of the Bona Fide Offer, the GFN Stockholder shall notify in writing (the "Closing Notice") each Telecable Stockholder of the date of the proposed closing, and each holder shall, within ten days after receipt of such notice, deliver to the GFN Stockholder certificates representing all of his, her or its Common Stock, in proper form for transfer,

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together with a limited power-of-attorney (with full power of substitution) authorizing the GFN Stockholder or its designated representative to deliver such certificates to the Drag Along Purchaser in consummation of the Bona Fide Offer and to execute all other documents required to be executed in connection therewith; provided, however, that any indemnity by the Telecable Stockholders in favor of such Drag Along Purchaser in such documents shall be several, and not joint, and each Telecable Stockholder's individual liability thereunder shall not exceed the cash proceeds to be received by such Telecable Stockholder in such sale. Pending consummation of the sale under this Section 5.2, the GFN Stockholder shall promptly notify the holders of Common Stock of any changes in the expected timing of closing of such transaction or any other material developments in connection therewith. At such closing, the GFN Stockholder shall remit to each other holder of Common Stock the consideration paid in such transaction attributable to such holder's shares.

        (c)  If, within the lesser of 90 days after the giving of the Closing Notice or 180 days after the date of the Drag Along Notice, the Bona Fide Offer has not been completed, the GFN Stockholder shall promptly return to each Telecable Stockholder all certificates representing its Common Stock and the limited powers-of-attorney previously delivered by it to the GFN Stockholder, and the GFN Stockholder shall notify the Drag Along Purchaser that the Bona Fide Offer has been terminated. To the extent that fewer than all of the shares of Common Stock represented by the certificates delivered by any Telecable Stockholder are sold in consummation of the Bona Fide Offer, the GFN Stockholder shall cause a certificate representing the number of shares of Common Stock not so sold to be issued in the name of and delivered to such Telecable Stockholder.

        Section 5.3    Stock Covered.    Except as otherwise provided herein, the provisions of this Article V shall apply to all of the Common Stock, now owned or which may be hereafter acquired by any party hereto in consequence of any additional issuance, purchase, exchange or reclassification of shares of stock, corporate reorganization or any other form of recapitalization, consolidation or merger or share split or share dividend, or which are acquired by any party hereto, in any other manner.

        Section 5.4    Closing Mechanics.

        (a)  The closing of any purchase of Common Stock under this Agreement shall take place at a location mutually acceptable to the parties involved in the purchase on a business day that is no more than ten business days after all other conditions and time periods to such purchase provided for in this Agreement have been met, complied with or waived; provided that such closing shall be postponed for up to 180 days to the extent necessary to obtain any required approvals from any Governmental Authority. The parties involved in the purchase and Tricom, if it is not such a party, shall cooperate and take commercially reasonable actions in order to obtain such required approvals in a timely manner.

        (b)  At each such closing, the following actions shall be taken:

          (i)  the purchaser of shares of Common Stock shall deliver or cause to be delivered to the seller of such Common Stock (A) the purchase price of such shares of Common Stock in cash by wire transfer thereof in immediately available funds to an account or accounts designated at least three full business days prior to the date of such closing by the seller in a written notice to the purchaser, (B) a receipt for the shares of Common Stock being purchased, and (C) any other documents, certificates or agreements reasonably necessary to effect such purchase and such other evidence of the performance of all of the covenants and the satisfaction of all conditions as the seller shall reasonably require; and

        (ii)  the seller of shares of Common Stock shall deliver or cause to be delivered to the purchaser of such Common Stock (A) a certificate or certificates representing all of the shares of Common Stock to be sold, duly endorsed in blank or, in lieu thereof, accompanied by stock powers duly executed in blank, and in proper form for transfer, (B) a receipt for the purchase

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price being paid, and (C) any other documents, certificates or agreements reasonably necessary to effect such purchase and such other evidence of the performance of all of the covenants and the satisfaction of all conditions as the purchaser shall reasonably require.

ARTICLE VI.
MISCELLANEOUS

        Section 6.1    Entire Agreement.    This Agreement (including the agreements and any schedules and exhibits referred to in this Agreement, which are incorporated in and constitute a part of this Agreement) contains the entire agreement of the parties and supersedes all prior oral or written agreements and understandings with respect to the subject matter. This Agreement may not be amended or modified except by a writing signed by the parties hereto.

        Section 6.2    Binding Effect; Benefit.    This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

        Section 6.3    Assignability.    Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party hereto, except in connection with a transfer of Common Stock pursuant to the terms hereof. Any Person acquiring Common Stock who is required by the terms of this Agreement to agree in writing to be bound by the terms of this Agreement shall execute and deliver to Tricom an agreement to be bound by this Agreement and shall thenceforth be a party hereto.

        Section 6.4    Waiver; Termination.

        (a)  This Agreement or any of its provisions may not be waived except in writing. The failure of any party to enforce any right arising under this Agreement on one or more occasions will not operate as a waiver of that or any other right on that or any other occasion.

        (b)  This Agreement shall terminate at such time that the Telecable Stockholders collectively have Transferred that number of shares equal to (i) 80% of the number of Registrable Securities, as defined in the Registration Rights Agreement, acquired by.the Telecable Stockholders pursuant to the Purchase Agreement, less (ii) the number of Registrable Securities sold to the GFN Stockholder on or about the date hereof.

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        Section 6.5    Notices.    Any notice, request, demand, waiver or other communication required or permitted to be given under this Agreement will be in writing and will be deemed to have been duly given only if delivered in person or sent by courier or, if receipt is confirmed, by telecopier:

To Tricom at:
	Tricom, S.A. Avenida Lope de Vega No. 95 Santo Domingo, Dominican Republic Attn: Carlos F. Vargas Telecopy: (809) 476-4412
with a copy to:
	Piper Marbury Rudnick & Wolfe LLP 1251 Avenue of the Americas New York, New York 10020-1104 Attn: Steven L. Wasserman, Esquire Telecopy: (212) 835-6001
To Telecable Stockholders to the Telecable Stockholder Representative at:
	Marino Ginebra Edificio La Cumbre, 7th fl. Tradentes Avenue Santo Domingo, Dominican Republic Telecopy: (809) 567-8909
with a copy to:
	Headrick Rizik Alvarez & Fernandez Elvira de Mendoza No. 51 Santo Domingo, Dominican Republic Telecopy: (809) 685-2936
If to any of the GFN Stockholder then to:
	Tricom, S.A. Avenida Lope de Vega No. 95 Santo Domingo, Dominican Republic Attn: Carlos F. Vargas Telecopy: (809) 476-4412
with a copy to:
	Piper Marbury Rudnick & Wolfe LLP 1251 Avenue of the Americas New York, New York 10020-1104 Attn: Steven L. Wasserman, Esquire Telecopy: (212) 835-6001

Any party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in this Section. All notices will be deemed to have been received on the date of delivery, which in the case of deliveries by telecopier will be the date of the sender's confirmation. If the last day permitted for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a day which is not a Business Day, the time for

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the giving of such notice or the performance of such act will be extended to the next succeeding Business Day.

        Section 6.6    Captions.    The Section and other captions of this Agreement are for convenience only and do not constitute a part of this Agreement.

        Section 6.7    Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed to be an original.

        Section 6.8    Choice of Law.    This Agreement and the rights of the parties under it will be governed by and construed in all respects in accordance with the laws of the State of New York, without regard to the conflicts of laws rules of the State of New York.

        Section 6.9    Specific Enforcement.    Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies which may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.

        Section 6.10    Arbitration.

        (a)  Any dispute arising out of or in connection with this Agreement shall be submitted for arbitration in New York, New York U.S.A. to be conducted by the American Arbitration Association in accordance with its substantive and procedural rules. All such proceedings shall be conducted in English and a daily transcript shall be prepared in English. In the event that a dispute arises between (i) Tricom and the GFN Stockholder or the Telecable Stockholders or (ii) between the GFN Stockholder and the Telecable Stockholders, three arbitrators shall be selected as follows: (x) in the case of (i) above, one shall be selected by Tricom and either the GFN Stockholder or the Telecable Stockholders, and (y) in the case of (ii) above, one shall be selected by each of the GFN Stockholder and the Telecable Stockholders, and the third shall be selected by the other two arbitrators, which third arbitrator shall concurrently serve as Chairman of the arbitration panel; provided, that if either party does not select an arbitrator within fifteen (15) Business Days of the date of any notice of arbitration, then the arbitrator selected by the other party may select the remaining two arbitrators. All of the arbitrators shall be fluent in both the English and Spanish languages. The English language text of this Agreement shall be used in any arbitration proceedings commenced pursuant to this Section 6.10. Arbitration awards shall be final and binding upon the parties hereto. The costs of arbitration shall be determined by the arbitration panel. Any award of the arbitrators shall be enforceable by any court having jurisdiction over the party or parties against which the award has been rendered, or wherever assets of the party or parties against which the award has been rendered can be located.

        (b)  In any dispute arising under this Agreement among any of the parties hereto, the costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) incurred by the prevailing party shall be paid by the party that does not prevail.

        Section 6.11    Severability.    Any term or provision of this Agreement which is invalid or unenforceable will be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining rights of the Person intended to be benefited by such provision or any other provisions of this Agreement.

        Section 6.12    Amendments to Laws.    Any reference to a section, form, rule or regulation includes any successor section, form, rule, regulation or law.

        Section 6.13    Confidential Information.    Each of the parties hereto shall exercise all of its powers so as to assure that its Affiliates, directors, officers, agents and employees and Tricom shall keep secret all trade secrets, know-how and other confidential information of Tricom and its Affiliates and shall not

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use any of such confidential information except as authorized in writing by the owner thereof. This obligation shall survive the termination of this Agreement for a period of three (3) years. This Section 5.13 shall not apply to any information (i) after it has come into the public domain through no fault of the party to whom such information was disclosed, (ii) if it is disclosed to others by the owner of such confidential information without any restrictions of confidentiality, (iii) if it was or becomes known to the recipient without breach of this or any other obligation of confidentiality, (iv) if it is independently developed by the recipient, or (v) if disclosure is required by judicial or prosecutorial action.

        Section 6.14    Confidentiality of Agreement.    Each party hereto shall, and shall exercise all of its powers so as to assure that such party's Affiliates, directors, officers, agents and employees shall keep secret the existence of and the terms and conditions of this Agreement, unless disclosure is required by statutory, regulatory or other governmental requirement or by actual or potential lenders to Tricom.

        Section 6.15    Expenses.    Except as otherwise expressly provided in this Agreement (which expenses the parties will pay as so provided), each party will pay all of its expenses, including attorneys' and accountants' fees, in connection with the negotiation of this Agreement, the performance of its obligations and the consummation of the transactions contemplated by this Agreement.

        Section 6.16    Construction.    This Agreement has been negotiated by the parties and their respective legal counsel, and legal or equitable principles that might require the construction of this Agreement or any provision of this Agreement against the party drafting this Agreement will not apply in any construction or interpretation of this Agreement.

        The parties have executed this Agreement as of the day and year first written above.

TRICOM, S.A.
By:	/s/  CARLOS VARGAS Title: Chief Financial Officer
OLEANDER HOLDINGS, INC.
By:	/s/  HECTOR CASTRO NOBOA Name: Hector Castro Noboa Its: Secretary
WALBECK OVERSEAS LIMITED
By:	/s/  MARINO GINEBRA Name: Marino Ginebra Its: Director

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Exhibit 4.2

EX-9.1

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Exhibit 9.1

JOINT FILING AGREEMENT

        In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class A Common Stock, RD$10 par value, of Tricom, S.A. and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.

Dated: April 5, 2002	GFN CORPORATION, LTD.
	By:	/s/  HÉCTOR CASTRO-NOBOA Name: Héctor Castro-Noboa Title: Secretary Board of Directors
	OLEANDER HOLDINGS, INC.
	By:	/s/  MANUEL ARTURO PELLERANO PEÑA Name: Manuel Arturo Pellerano Peña Title: President
	PLAN DE PENSIONES Y JUBILACIONES DE LA COMPAÑIA NACIONAL DE SEGUROS
	By:	/s/  MAURICIA SANTOS Name: Mauricia Santos Title: Senior Vice President Finance
	/s/  MANUEL ARTURO PELLERANO PEÑAManuel Arturo Pellerano Peña

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Exhibit 9.1

JOINT FILING AGREEMENT