Prospectus

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We are offering to exchange, commencing on October 19, 2007, the 8.46% Senior Notes Due 2036 we sold previously in private offerings (the “original notes”) for new registered exchange notes due 2036 (the “exchange notes”).

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The terms of the exchange notes are identical to the terms of the original notes, except for the transfer restrictions and registration rights relating to the original notes.

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We will exchange all original notes that are validly tendered and not validly withdrawn.

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The exchange offer will expire at 5:00 p.m., New York City time, on November 21, 2007 unless we extend it.

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You may withdraw tenders of original notes at any time before 5:00 p.m., New York City time, on the date of the expiration of the exchange offer.

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We will not receive any proceeds from the exchange offer.

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We will pay the expenses of the exchange offer.

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No dealer-manager is being used in connection with the exchange offer.

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The exchange of notes will not be a taxable exchange for U.S. federal income tax purposes.

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Our wholly-owned subsidiary Radiomóvil Dipsa, S.A. de C.V. has irrevocably and unconditionally agreed to guarantee the payment of principal, premium, if any, interest and all other amounts in respect of the exchange notes.

See “ Risk Factors” beginning on page 13 of this prospectus for a discussion of certain factors that you should consider before participating in the exchange offer.

Neither the Securities and Exchange Commission, or the “SEC,” nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

THIS PROSPECTUS IS SOLELY OUR RESPONSIBILITY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE VALORES, OR “CNBV”). THE TERMS AND CONDITIONS OF THIS OFFER TO EXCHANGE WILL BE NOTIFIED TO THE CNBV FOR INFORMATION PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE EXCHANGE NOTES OR OUR SOLVENCY. THE EXCHANGE NOTES MAY NOT BE OFFERED OR SOLD IN MEXICO, ABSENT AN AVAILABLE EXEMPTION UNDER THE MEXICAN SECURITIES MARKET LAW (LEY DEL MERCADO DE VALORES). IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY ACQUIRE EXCHANGE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US AND TELCEL.

Application has been made to admit the exchange notes to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market. However, even if admission to listing is obtained, we will not be required to maintain it.

You should rely only on the information contained in this prospectus. No person has been authorized to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus.

As used in this prospectus, “América Móvil,” “we,” “our” and “us” refer to América Móvil, S.A.B. de C.V. and its consolidated subsidiaries, unless the context otherwise requires or unless otherwise specified. References to “Telcel” are to Radiomóvil Dipsa, S.A. de C.V.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the following documents:

You may request a copy of any and all of the information that has been incorporated by reference in this prospectus and that has not been delivered with this prospectus, at no cost, by writing or telephoning us at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, 11320, México D.F., México, Attention: Investor Relations, telephone (5255) 2581-4449. To obtain timely delivery, investors must request this information no later than five business days before the date they must make their investment decision. Copies of these documents will also be made available free of charge by The Bank of New York (Luxembourg) S.A., our listing agent, at its office at Aerogolf Center, 1A Hoehenhof, L-1736, Senningerberg, Luxembourg.

This prospectus is part of a registration statement for the exchange notes, including exhibits, that we have filed with the Securities and Exchange Commission, or the “SEC,” on Form F-4 under the Securities Act of 1933, as amended. This prospectus does not contain all of the information set forth in the registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. We have filed certain of these documents as exhibits to our registration statement and we refer you to those documents. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit.

We file reports, including annual reports on Form 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC’s web site at www.sec.gov.

We will make available to the holders of the exchange notes, at the corporate trust office of the trustee under the indenture and supplemental indentures governing the exchange notes and at the office of our Luxembourg listing agent, copies of the indenture and the supplemental indentures as well as our annual report in English, including a review of operations, and annual audited consolidated financial statements prepared in conformity with Mexican Financial Reporting Standards (Normas de Información Financiera Mexicanas), or “Mexican FRS,” together with a reconciliation of operating income, net income and total stockholders’ equity to generally accepted accounting principles in the United States, or U.S. GAAP.

América Móvil and Telcel are corporations organized under the laws of Mexico, with our principal places of business (domicilio social) in Mexico City. In addition, most of our and Telcel’s respective directors, officers and controlling persons, as well as certain experts named in this prospectus, reside outside the United States, and all or a substantial portion of their assets and our assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these persons or to enforce against them, either inside or outside the United States, judgments obtained against these persons in U.S. courts, or to enforce in U.S. courts judgments obtained against these persons in courts in jurisdictions outside the United States, in each case in any action predicated upon civil liabilities under the U.S. federal securities laws. Based on the opinion of Galicia y Robles, S.C., our Mexican counsel, there is doubt as to the enforceability against these persons in Mexico, whether in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon the U.S. federal securities laws.

Some of the information contained or incorporated by reference in this prospectus may constitute “forward-looking statements” within the meaning of the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. Although we have based these forward-looking statements on our expectations and projections about future events, it is possible that actual events may differ materially from our expectations. In many cases, we include together with the forward-looking statements themselves a discussion of factors that may cause actual events to differ from our forward-looking statements. Examples of forward-looking statements include the following:

Information regarding important factors that could cause actual events to differ, perhaps materially, from our forward-looking statements is contained under “Forward-Looking Statements” in our 2006 Form 20-F, which is incorporated in this prospectus by reference, and may also be continued in more recent reports on Form 6-K incorporated in this prospectus by reference. See “Where You Can Find More Information” above for information about how to obtain a copy of these documents.

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

This prospectus incorporates by reference our audited consolidated financial statements as of December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 from our 2006 Form 20-F and our unaudited condensed consolidated interim financial statements as of June 30, 2007 and 2006 and for each of the six months in the period ended June 30, 2007 and 2006 from our June 30 Form 6-K.

Our financial statements have been prepared in accordance with Mexican FRS and presented in Mexican pesos. Mexican FRS differs in certain respects from U.S. GAAP. Mexican FRS requires restatement of all financial statements to constant Mexican pesos as of the date of the most recent balance sheet presented. Our audited consolidated financial statements and the other financial information appearing in our 2006 Form 20-F and all annual financial information presented in this prospectus are accordingly stated in constant pesos with purchasing power as of December 31, 2006. However, our unaudited condensed consolidated interim financial statements and the other financial information appearing in our June 30 Form 6-K and all interim financial information presented in this prospectus are stated in constant pesos with purchasing power as of June 30, 2007. As a result of Mexican inflation during the first six months of 2007, the purchasing power of one Mexican peso as of December 31, 2006 was equivalent to the purchasing power of Ps.1.0062 as of June 30, 2007. As a result, the audited financial statements and other annual financial information are not directly comparable to the unaudited condensed consolidated interim financial statements and other interim financial information because they are stated in constant pesos as of different dates. Management believes that this difference is not material.

Our unaudited condensed consolidated interim financial statements as of June 30, 2007 incorporated by reference herein include the classification of revenues and expenses into ordinary or non-ordinary categories (although as of and for the six months ended June 30, 2007, we had no non-ordinary revenues or expenses), as is required under the new Mexican FRS B-3 “Statements of Income”, which came into force on January 1, 2007. See Note 2.a.i to our unaudited condensed consolidated interim financial statements incorporated by reference herein. The unaudited condensed interim financial information presented in “Prospectus Summary—Recent Developments—Results of Operations for the Six-Month Period Ended June 30, 2007 and June 30, 2006” is not presented under the Mexican Accounting Bulletin B-3 in force at January 1, 2007 and is therefore comparable in this respect to the audited consolidated financial statements incorporated by reference herein from our 2006 Form 20-F.

On December 13, 2006, our shareholders approved the merger of América Telecom, S.A.B. de C.V., or “Amtel,” our then controlling shareholder, and its subsidiary Corporativo Empresarial de Comunicaciones, S.A. de C.V. with us. In accordance with Mexican FRS, the merger with Amtel has been accounted for on a historical basis similar to a pooling of interest basis and we have adjusted our financial information and selected financial information presented in this prospectus to include the assets, liabilities and results of operations of Amtel and its subsidiary for all periods presented.

In accordance with Rule 3-10(e) under Regulation S-X, Note 22 to our audited consolidated financial statements contains condensed consolidated financial information for Telcel.

References in this prospectus to “U.S. dollars” or “U.S.$” are to the lawful currency of the United States. References herein to “Mexican pesos” or “Ps.” are to the lawful currency of Mexico.

This prospectus contains translations of various Mexican peso amounts into U.S. dollars solely for your convenience. Unless otherwise indicated, we have translated (i) U.S. dollar amounts from June 30, 2007 constant pesos at the exchange rate of Ps.10.8661 to U.S.$1.00, which was the rate reported by Banco de México for June 29, 2007, and (ii) U.S. dollar amounts from December 31, 2006 constant pesos at the exchange rate of Ps. 10.8810 to U.S.$1.00, which was the rate reported by Banco de México for December 29, 2006. The exchange rate reported on October 18, 2007 by Banco de México was Ps.10.8181 to U.S.$1.00.

In this prospectus, we make statements about our competitive positions and market shares in the wireless telecommunications sector or Mexico and the other countries in which we operate. We have made these statements partly on the basis of information from third-party sources that we believe are reliable. Although we have no reason to believe that any of this third-party information is inaccurate in any material respect, we and Telcel have not independently verified the competitive position, market share and other industry data provided by third parties or by industry or general publications.

PROSPECTUS SUMMARY

This summary highlights selected information from this prospectus and the documents incorporated by reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus and the documents incorporated by reference, including the risk factors and financial statements.

América Móvil

We are the largest provider of wireless communications services in Latin America based on subscribers. As of June 30, 2007, we had 141.0 million subscribers in sixteen countries, compared to 124.8 million at year-end 2006. On an equity basis (representing our economic interest in our subsidiaries’ subscribers), we had 140.8 million subscribers as of June 30, 2007. Because our focus is on Latin America, a substantial majority of our wireless subscribers are prepaid customers. We had an aggregate of approximately 3.8 million fixed lines in Guatemala, Nicaragua, El Salvador, the Dominican Republic and Puerto Rico as of June 30, 2007, making us the largest fixed-line operator in Central America based on the number of subscribers. We operate GSM networks in all of our principal markets in Latin America, except in Puerto Rico.

Our principal operations are:

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Mexico. Through Radiomóvil Dipsa, S.A. de C.V., which operates under the name “Telcel,” we provide wireless telecommunications services in all nine regions in Mexico. As of June 30, 2007, Telcel had 46.1 million subscribers. Telcel is the largest provider of wireless telecommunications services in Mexico.

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Brazil. With approximately 26.3 million subscribers as of June 30, 2007, we are one of the three largest providers of wireless telecommunications services in Brazil based on the number of subscribers. We operate in Brazil through our subsidiaries, BCP S.A., or “BCP,” and Americel S.A., or “Americel,” under the unified brand name “Claro.” Our network covers the main cities in Brazil (including São Paulo and Rio de Janeiro).

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Southern Cone. We provide wireless services in Argentina, Paraguay, Uruguay and Chile. As of June 30, 2007, we had 15.4 million subscribers in the Southern Cone region. In Argentina, Paraguay and Uruguay we operate under the “CTI Móvil” brand. In Chile, we operate under the “Claro” brand.

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Colombia. We provide wireless services in Colombia under the “Comcel” brand. As of June 30, 2007, we had 20.6 million wireless subscribers and were the largest wireless provider in Colombia.

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Andean Region. We provide wireless services in Ecuador and Peru. As of June 30, 2007, we had 10.6 million subscribers in the Andean region. We operate under the “Porta” brand in Ecuador and under the “Claro” brand in Peru.

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Central America. We provide fixed-line and wireless services in Guatemala, El Salvador and Nicaragua. We also provide wireless services in Honduras. In September 2006, our Central American subsidiaries began offering wireless services under the “Claro” brand. As of June 30, 2007, our subsidiaries had 6.8 million wireless subscribers and over 2.1 million fixed-line subscribers in Central America.

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United States. Our U.S. subsidiary, TracFone Wireless Inc., is engaged in the sale and distribution of prepaid wireless services and wireless phones throughout the United States, Puerto Rico and the U.S. Virgin Islands. It had approximately 8.6 million subscribers as of June 30, 2007.

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Caribbean. On December 1, 2006, we consummated our acquisition of Compañía Dominicana de Teléfonos, C. por A., or “Codetel.” Codetel is the largest telecommunications services provider in the

Dominican Republic with over 2.3 million wireless subscribers and 739,000 fixed-line subscribers and broadband subscribers as of June 30, 2007. We provide fixed-line and broadband services in the Dominican Republic under the “Codetel” brand and wireless services under the “Claro” brand. On March 30, 2007, we consummated our acquisition of Telecomunicaciones de Puerto Rico, Inc., or “TELPRI.” TELPRI is the largest telecommunications services provider in Puerto Rico with over 971,000 fixed-line subscribers and 574,000 wireless subscribers as of June 30, 2007. We provide fixed-line and broadband services in Puerto Rico under the “PRT” brand and wireless services under the “Claro” brand.

On August 23, 2007, we entered into an agreement for the acquisition of Oceanic Digital Jamaica Limited in Jamaica. The completion of the transaction is subject to regulatory approvals and other conditions.

Recent Developments

Results of Operations for the Six-Month Period Ended June 30, 2007 and June 30, 2006

Set forth below is a summary and discussion of certain of our unaudited results for the six months ended June 30, 2007 and 2006. This unaudited condensed interim financial information has been presented on a basis of Mexican FRS in effect as of December 31, 2006, and is presented in constant Mexican pesos with a purchasing power as of June 30, 2007. As a result of Mexican inflation during the first six months of 2007, the purchasing power of one Mexican peso as of December 31, 2006 was equivalent to the purchasing power of 1.0062 as of June 30, 2007. As a result, the audited financial statements and other financial information incorporated by reference herein are not directly comparable to the unaudited condensed interim financial statements and other interim financial information because they are stated in constant pesos at different dates. Management believes that this difference is not material.

Our unaudited condensed consolidated interim financial statements as of June 30, 2007 incorporated by reference herein include the classification of revenues and expenses into ordinary or non-ordinary categories (although as of and for the six months ended June 30, 2007, we had no non-ordinary revenues or expenses), as is required under the new Mexican FRS B-3 “Statements of Income”, which came into force on January 1, 2007. See Note 2.a.i to our unaudited condensed consolidated interim financial statements incorporated by reference herein. The unaudited condensed interim financial information presented below is not presented under the Mexican Accounting Bulletin B-3 in force at January 1, 2007 and is therefore comparable in this respect to the audited consolidated financial statements incorporated by reference herein from our 2006 Form 20-F.

In the opinion of our management, the unaudited condensed interim financial information set forth below includes all adjustments, consisting only of normal and recurring adjustments, necessary for the fair presentation of this selected financial data in a manner consistent with the Mexican FRS presentation made in the audited consolidated financial statements incorporated by reference herein from our 2006 Form 20-F. Results for the six months of 2007, are not, however, necessarily indicative of results to be expected for the full year.

The following table sets forth summary unaudited condensed consolidated financial data of América Móvil for the six-month periods ended June 30, 2006 and 2007.


	For the six months periods ended June 30,
	2006	2007
	(millions of constant Mexican pesos as of June 30, 2007)
	(unaudited)
	(as adjusted)⁽¹⁾
Operating revenues	Ps. 110,907	Ps. 142,802
Operating costs and expenses	70,490	83,176
Depreciation and amortization	13,031	16,430
Operating income	27,385	43,197
Comprehensive financing costs (income)	120	(267	)
Net income	21,355	30,478

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In accordance with Mexican FRS, the merger with Amtel has been accounted for on a historical basis similar to a pooling of interest basis and we have adjusted our financial information and selected financial information presented in this prospectus to include the assets, liabilities and results of operations of Amtel and its subsidiary for the six months ended June 30, 2006. See Note 3 to our audited consolidated financial statement incorporated by reference to our 2006 Form 20-F.

Operating Revenues

We recorded operating revenues of Ps.142,802 million for the six months ended June 30, 2007, a 28.8% increase over the same period in 2006. This increase in revenues principally reflects subscriber growth and an increase in traffic, primarily from value-added services and the implementation of national “calling party pays” in Mexico. Our consolidated revenues for the first six months of 2007 include approximately Ps.8,437 million attributable to our operations in the Dominican Republic and Puerto Rico, which we began consolidating on December 1, 2006 and April 1, 2007, respectively.

We had approximately 137.2 million wireless subscribers as of June 30, 2007, as compared to 107.8 million as of June 30, 2006 (a 27.3% increase) and 124.8 million as of December 31, 2006 (a 9.9% increase). We experienced subscriber growth in all of our markets during the first six months of 2007. The table below lists our total wireless subscribers in each of markets as of June 30, 2007 and June 30, 2006.


	As of June 30,		% Growth
	2006	2007	% Growth
	(thousands)
Mexico	39,150	46,114	17.8	%
Argentina	8,054	11,695	45.2
Brazil	20,949	26,252	25.3
Central America⁽¹⁾	4,823	6,772	40.4
Chile	2,001	2,694	34.6
Colombia	17,970	20,607	14.7
Dominican Republic⁽²⁾	—	2,339	—
Ecuador	4,819	6,216	29.0
Paraguay	296	444	50.0
Uruguay	269	596	121.6
Peru	2,483	4,357	75.5
Puerto Rico⁽³⁾	—	574	—
United States	7,014	8,576	22.3

Total	107,828	137,236	27.3	%

(1)	Includes El Salvador, Guatemala, Honduras and Nicaragua.

(2)	We began consolidating the results of Codetel as from December 1, 2006.

(3)	We began consolidating the results of TELPRI as from April 1, 2007.

We had 3.8 million fixed-lines as of June 30, 2007 and 2.1 million as of June 30, 2006. Of our 3.8 million fixed-lines as of June 30, 2007, 1.7 million belonged to TELPRI and Codetel.

During the first six months of 2007, we recorded Ps.123,534 million in service revenues and Ps.19,268 million in equipment revenues, as compared to Ps.93,576 million and Ps.17,331 million, respectively, during the first six months of 2006. Our service revenues and equipment revenues represented 86.5% and 13.5%, respectively, of our total operating revenues for the first six months of 2007, as compared to 84.4% and 15.6%, respectively, for the comparable period in 2006.

As compared to the first six months of 2006, our average revenues per subscriber were affected during the first six months of 2007 by lower effective rates in some of our principal markets, including Mexico, and by a higher portion of our total subscriber base being represented by prepaid subscribers, which generate on average lower revenues than postpaid subscribers.

During the first six months of 2007, our service revenues (which grew by 32.0% as compared to the first six months of 2006) increased at a faster rate than our equipment revenues (which grew by 11.2% as compared to the first six months of 2006). We continue to experience a rapid increase in revenues from services such as data services, including SMS messaging, and other value-added services. An increasing portion of our equipment revenues is represented by sales of SIM cards for GSM equipment, which have a lower price than handsets.

The following table sets forth the percentages of our operating revenues for the first six months of 2007 and 2006 represented by our different regional markets:


Country or Region	% of revenues during first six months of 2006		% of revenues during first six months of 2007
Mexico	47.1	%	41.5	%
Brazil	15.7		17.5
Southern Cone (Argentina, Chile, Paraguay and Uruguay)	8.4		8.7
Colombia	9.3		10.0
Andean Region (Ecuador and Peru)	5.4		5.3
Central America (El Salvador, Guatemala, Honduras and Nicaragua)	7.5		5.7
Caribbean	—		5.9
United States	6.6		5.4

Total	100	%	100	%

Our non-Mexican operations continue to grow in importance. Our non-Mexican operations accounted for 58.5% of our operating revenues during the first six months of 2007, as compared to 52.9% of our operating revenues during the first six months of 2006.

Operating Costs and Expenses

Our operating costs and expenses (excluding depreciation and amortization) for the first six months of 2007 increased by 18.0% to Ps.83,176 million, as compared to Ps.70,490 million for the first six months of 2006. As a percentage of our total revenues, operating costs and expenses decreased to 58.2% during the first six months of

2007 as compared to 63.6% during the first six months of 2006. The decrease in our operating costs and expenses as a percentage of revenues primarily reflects our increased scale (as new subscribers represent a lower percentage of our existing subscriber base, the impact of subscriber acquisition costs on our margins decreases), lower handset subsidies and cost control measures.

The increase in operating costs and expenses in the first six months of 2007 includes an increase of Ps.7,358 million, or 35.3%, in cost of service, reflecting principally increased interconnection fees and infrastructure costs, an increase of Ps.2,150 million, or 7.4%, in cost of equipment reflecting principally increased handset and SIM card sales and an increase of Ps.3,177 million, or 15.4%, in selling, general and administrative expenses reflecting principally an increase in our expenses related to the integration of our recently acquired Caribbean operations.

Our depreciation and amortization expenses increased by 26.1% in the first six months of 2007 compared to the first six months of 2006, from Ps.13,031 million to Ps.16,430 million. The increase principally reflects new investments in our network.

Operating Income

Our operating income for the first six months of 2007 totaled Ps.43,197 million, a 57.7% increase compared to Ps.27,385 million for the first six months of 2006. As a percentage of our revenues, operating income for the first six months of 2007 increased to 30.2% compared to 24.7% for the first six months of 2006. For the first six months of 2007, we reported positive operating income in all of our geographic markets other than Chile. The improvement in our margin includes significant improvement in margins at many of our South American operations, particularly in Brazil, Colombia and Ecuador, where revenues are increasing at a faster rate than costs as a result of our increased scale in those markets.

Comprehensive Financing Cost (Income)

Our comprehensive financing income for the first six months of 2007 was Ps. 267 million, an increase of Ps.387 million from a comprehensive financing cost of Ps.120 million for the first six months of 2006.

Income Tax

During the first six months of 2007, we recorded provisions for income tax of Ps.11,818 million, as compared to Ps.6,856 million in the first six months of 2006. The increase reflects our increased income during the second quarter of 2007.

Net Income

For the six months ended June 30, 2007, we had net income of Ps.30,478 million. Net income increased by 42.7% from the Ps.21,355 million reported for the six months ended June 30, 2006. This increase in net income reflected principally the increase in our operating income, which was partially offset by an increase in our income tax expense.

Outstanding Indebtedness

As of June 30, 2007, we had total indebtedness of Ps.92,585 million, of which Ps.8,862 million, or 9.6%, was classified as short-term debt (including the current portion of long-term debt). As of June 30, 2006, we had total indebtedness of Ps.104,952 million, and as of December 31, 2006, we had total indebtedness of Ps.111,774 (in constant pesos as of June 30, 2007). Without considering the effect of hedging instruments that we use to

manage our interest rate and foreign exchange exposure, approximately Ps.59,527 million, or 64.3%, of our total indebtedness as of June 30, 2007 was denominated in U.S. dollars, and approximately Ps.43,944 million, or 47.5%, bore interest at variable rates.

The maturities of our long-term debt as of June 30, 2007 were as follows:


Years		Amount
		(millions of constant Mexican pesos as of June 30, 2007)
2008		Ps. 5,173
2009		7,541
2010		2,590
2011		21,878
2012		4,975
2013 and thereafter		41,566

Total		Ps. 83,723

We regularly assess our interest rate and foreign exchange exposures in order to determine whether to hedge our exposures. We may use derivative instruments to hedge our exposures.

Share Repurchase Program

We have continued to repurchase shares of our capital stock under our share repurchase program. During the first six months of 2007, we repurchased approximately 140.7 million Series L shares and 207,400 Series A shares for an aggregate consideration of Ps.4,066 million.

Selected Balance Sheet and Other Data

As of June 30, 2007, cash and cash equivalents amounted to Ps.17,484 million, as compared to Ps.43,742 million as of December 31, 2006 and Ps.43,822 million as of June 30, 2006. The decrease in cash during the second quarter of 2007 principally reflects the acquisition of TELPRI on March 30, 2007. In addition, during the first six months of 2007, we used approximately Ps.3,799 million to pay dividends and Ps.9.9 billion to fund capital expenditures.

U.S. GAAP Reconciliation

We had net income under U.S. GAAP of Ps.27,743 million for the six months ended June 30, 2007 and Ps. 17,041 million for the six months ended June 30, 2006. Compared to Mexican FRS, net income under U.S. GAAP was approximately 9% lower for the six months ended June 30, 2007 and 20% lower for the six months ended June 30, 2006.

América Móvil, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable (publicly listed variable stock corporation) organized under the laws of Mexico with its principal executive offices at Lago Alberto 366, Edificio Telcel I, Piso 1, Colonia Anáhuac, 11320, México D.F., México. Our telephone number at this location is (5255) 2581-4449.

Summary of the Exchange Offer

Background

On December 18, 2006, we completed the private offering of Ps.8,000,000,000 aggregate principal amount of our 8.46% Senior Notes Due 2036. In connection with that offering, we and our wholly-owned subsidiary Telcel entered into a registration rights agreement with the initial purchasers of the original notes in which we agreed, among other things, to complete this exchange offer. Under the terms of the exchange offer, you are entitled to exchange the original notes for exchange notes evidencing the same indebtedness and with substantially similar terms. The exchange offer is intended to satisfy our and Telcel’s obligations under the registration rights agreement. If the exchange offer is not completed within the time period specified in the registration rights agreement, we will be required to pay additional interest on the original notes. You should read the discussion under the heading “Description of the Exchange Notes” for further information regarding the exchange notes.

The exchange offer

We are offering to exchange up to Ps.8,000,000,000 aggregate principal amount of our 8.46% Senior Notes Due 2036 that have been registered under the Securities Act for our 8.46% Senior Notes Due 2036 that were issued on December 18, 2006 in the private offering.

Offers to exchange may be submitted only by direct participants in Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), in compliance with applicable law.

If you wish to submit original notes pursuant to the exchange offer, the direct participant through which you hold your original notes, must submit, at or prior to 5:00 P.M., New York City time, on the expiration date, your offer to exchange the original notes, by properly instructing the applicable clearing system (Euroclear or Clearstream, Luxembourg) in accordance with the procedures and deadlines established by such clearing system.

If you do not hold your original notes through an account with Euroclear or Clearstream, Luxembourg, you must arrange to have your original notes transferred to a Euroclear or Clearstream, Luxembourg account. Once your original notes have been transferred to a Euroclear or Clearstream, Luxembourg account, you may then submit the “blocking instructions” as described in “The Exchange Offer—Procedures for Tendering.”

For more details, please read “The Exchange Offer—Terms of the Exchange Offer” and “The Exchange Offer—Procedures for Tendering.” Any holder electing to have original notes exchanged pursuant to this exchange offer must properly tender your original notes prior to the close of business on the expiration date. All original notes validly tendered and not properly withdrawn will be accepted for exchange. Original notes may be exchanged only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Resales of exchange notes

We believe that the exchange notes may be offered for resale, resold or otherwise transferred by you (unless you are our “affiliate” within the meaning of Rule 405 of the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that:

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you acquire the exchange notes in the ordinary course of business; and

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you are not participating, do not intend to participate, and have no arrangement or understanding with any person to participate in the distribution of the exchange notes.

If any of the foregoing is not true and you transfer any exchange note without delivering a prospectus meeting the requirements of the Securities Act and without an exemption of your exchange notes from such requirements, you may incur liability under the Securities Act. We do not assume or indemnify you against such liability.

If you are a broker-dealer and receive exchange notes for your own account in exchange for original notes that were acquired as a result of market-making activities or other trading activities, you must represent to us that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the exchange notes.

Consequences of failure to exchange

If we complete the exchange offer and you do not participate in it, then:

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your original notes will continue to be subject to the existing restrictions upon their transfer;

•

we and Telcel will have no further obligation to provide for the registration under the Securities Act of those original notes except under certain limited circumstances; and

•

the liquidity of the market for your original notes could be adversely affected.

Expiration date

This exchange offer will remain open for at least 20 full business days (as defined by Exchange Act Rule 14d-1(g)(3)) and will expire at 5:00 p.m., New York City time, on November 21, 2007, or such later date and time to which we extend it (the “expiration date”).

Withdrawal of tenders

You may withdraw your tender of original notes at any time prior to the expiration date. To withdraw, you must do so in accordance with the procedures and deadlines established by Euroclear or Clearstream, Luxembourg, as the case may be, at or prior to 5 p.m., New York City time, on the expiration date of the exchange offer. Please read “The Exchange Offer—Withdrawal of Tenders.”

Conditions

The exchange offer is subject to certain customary conditions. See “The Exchange Offer—Conditions.”

Certain income tax considerations

This exchange of the original notes will not be a taxable exchange for U.S. federal income tax purposes.

Use of proceeds

We will not receive any cash proceeds from the issuance of the exchange notes in this exchange offer.

Exchange agent

The Bank of New York is serving as exchange agent in connection with the exchange offer.

Information agent

D.F. King & Co., Inc. is serving as information agent in connection with the exchange offer.

Summary of the Exchange Notes

The exchange notes have the same financial terms and covenants as the original notes, except that the exchange notes have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer. The exchange notes will evidence the same debt as the original notes and will be entitled to the benefits of the indenture. The following summary contains basic information about the exchange notes and is not intended to be complete. It does not contain all the information that is important to you. For a more complete understanding of the exchange notes, please refer to the section of this prospectus entitled “Description of Exchange Notes.”

Issuer

América Móvil, S.A.B. de C.V. (“América Móvil” or the “Company”).

Guarantor

Radiomóvil Dipsa, S.A. de C.V. (“Telcel”).

Notes offered

Ps.8,000,000,000 aggregate principal amount of 8.46% Senior Notes Due 2036.

Maturity

December 18, 2036.

Interest rate

The exchange notes will bear interest at the rate of 8.46% per year.

Interest payment dates

Interest on the exchange notes will be payable semi-annually on June 18 and December 18 of each year.

Payment currency

Payment of principal, interest, additional amounts and any other amounts due in respect of the exchange notes will be made, except as provided below, in U.S. dollars in amounts determined by the calculation agent by translating the Mexican peso amounts into U.S. dollars at the Settlement Rate on the applicable Rate Calculation Date. See “Description of Exchange Notes—General—Payment Currency—Payment in U.S. Dollars.”

A holder of the exchange notes may elect to receive payments in Mexican pesos by providing notice as set forth under “Description of Exchange Notes—General—Payment Currency—Election for Payment in Mexican Pesos.”

We anticipate that S.D. Indeval Institución para el Depósito de Valores S.A. de C.V. (“Indeval”) will elect to receive payments in Mexican pesos (rather than U.S. dollars), and, to the extent Indeval so elects, holders who own beneficial interests in the exchange notes through Indeval will receive Mexican pesos. See “Form of Exchange Notes, Clearing and Settlement—Indeval.”

Guarantee

Payments of principal, interest, additional amounts and all other amounts in respect of the exchange notes will be irrevocably and unconditionally guaranteed by Telcel.

Ranking

The exchange notes will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our

other unsecured and unsubordinated debt. The guarantees will be unsecured and unsubordinated obligations of Telcel and will rank equally in right of payment with all other unsecured and unsubordinated debt of Telcel. The exchange notes and the guarantees will be effectively subordinated to all of our and Telcel’s existing and future secured obligations and to all existing and future indebtedness of our subsidiaries other than Telcel. The exchange notes do not restrict our ability or the ability of Telcel or our other subsidiaries to incur additional indebtedness in the future. As of June 30, 2007, we had, on an unconsolidated basis (parent company only), unsecured and unsubordinated indebtedness and guarantees of subsidiary indebtedness of approximately Ps.85,186 million (U.S.$7,840 million). As of June 30, 2007, Telcel had, on an unconsolidated basis, unsecured and unsubordinated indebtedness and guarantees of parent company and subsidiary indebtedness of approximately Ps.80,545 million (U.S.$7,413 million). As of June 30, 2007, our operating subsidiaries other than Telcel had indebtedness of Ps.12,040 million (U.S.$1,108 million).

Payment of additional amounts

If you are not a resident of Mexico for tax purposes, payments of interest on the exchange notes to you will generally be subject to Mexican withholding tax at a rate of 4.9% or, under certain circumstances, 10%. See “Taxation—Mexican Tax Considerations.” We will pay additional amounts in respect of those payments of interest so that the amount you receive after Mexican withholding tax is paid equals the amount that you would have received if no such Mexican withholding tax had been applicable, subject to some exceptions as described under “Description of Exchange Notes—Payment of Additional Amounts.”

Tax redemption

If, due to changes in Mexican laws relating to Mexican withholding taxes applicable to payments of interest, we are obligated to pay additional amounts on the exchange notes in excess of those attributable to a Mexican withholding tax rate of 4.9%, we may redeem the outstanding exchange notes in whole (but not in part) at any time, at a price equal to 100% of their principal amount plus accrued interest and any additional amounts due thereon to the redemption date.

Further issuances

We may, from time to time without the consent of holders of the exchange notes, issue additional notes on the same terms and conditions as the exchange notes which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the exchange notes.

Listing

Application has been made to admit the exchange notes to listing on the Official List of the Luxembourg Stock Exchange and trading on the EuroMTF market. However, even if admission to listing is obtained, we will not be required to maintain it.

Trustee, registrar and principal paying agent and transfer agent

The Bank of New York (as successor to JPMorgan Chase Bank, N.A.).

Calculation agent

The Bank of New York (as successor to JPMorgan Chase Bank, N.A.).

Luxembourg paying agent and transfer agent

The Bank of New York (Luxembourg) S.A.

Luxembourg listing agent

The Bank of New York (Luxembourg) S.A.

Governing law

The indenture, the supplemental indenture relating to the exchange notes, and the exchange notes and guarantees will be governed by the laws of the State of New York.

Risk factors

See “Risk Factors” beginning on page 13 of this prospectus and page 6 of our 2006 Form 20-F for a discussion of factors you should carefully consider before deciding to participate on the exchange offer.

We have set forth risk factors in our most recent annual report on Form 20-F, which is incorporated by reference in this prospectus. We have also set forth below certain additional risk factors that relate specifically to the exchange notes and the exchange offer. We may include further risk factors in more recent reports on Form 6-K incorporated in this prospectus by reference. You should carefully consider all these risk factors in addition to the other information presented or incorporated by reference in this prospectus.

The exchange notes are being offered to the holders of the original notes. The exchange notes will constitute a new issue of securities for which, prior to the exchange offer, there has been no public market, and the exchange notes may not be widely distributed. We have applied to list the exchange notes on the Official List of the Luxembourg Stock Exchange and to trade on the EuroMTF market in accordance with the rules and regulations of the Luxembourg Stock Exchange. However, even if admission to listing is obtained, we will not be required to maintain it. We do not intend to arrange for quotation of the exchange notes on any automated dealer quotation system. Accordingly, we cannot assure that an active trading market for the exchange notes will develop. If a market for any of the exchange notes does develop, the price of such exchange notes may fluctuate and liquidity may be limited. If a market for any of the exchange notes does not develop, purchasers may be unable to resell such exchange notes for an extended period of time, if at all.

Your failure to tender original notes in the exchange offer may affect their marketability

If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be subject to the existing restrictions on transfers of the original notes. If the exchange offer is completed, we and Telcel will have no further obligation to provide for registration of original notes except under limited circumstances described under “The Exchange Offer—Resale Registration Statement; Special Interest,” and those original notes will bear interest at the same rate as the exchange notes.

Consequently, after we complete the exchange offer, if you continue to hold original notes and you seek to liquidate your investment, you will have to rely on an exemption from the registration requirements under applicable securities laws, including the Securities Act, regarding any sale or other disposition of original notes. Further, to the extent that original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes could be adversely affected.

Creditors of our subsidiaries will have priority over the holders of the exchange notes in claims to assets of our subsidiaries other than Telcel

The notes will be our obligations and will be guaranteed by Telcel. We conduct substantially all of our business and hold substantially all of our assets through our subsidiaries. Creditors of our subsidiaries other than Telcel, including trade creditors and bank and other lenders, will have priority over the holders of the exchange notes in claims to assets of our subsidiaries other than Telcel. As of June 30, 2007, our operating subsidiaries other than Telcel had indebtedness of Ps.12,040 million (U.S.$1,108 million).

Our ability to meet our obligations, including under the notes, will depend, in significant part, on our receipt of cash dividends, advances and other payments from our subsidiaries.

Judgments of Mexican courts enforcing our obligations under the exchange notes would be payable only in Mexican pesos

If legal proceedings were commenced in Mexico seeking to enforce our obligations in respect of the exchange notes and we were, as a result, ordered to pay amounts of money in respect of our obligations, we

would be required to pay such amounts in Mexican pesos. Under the Mexican Monetary Law (Ley Monetaria de los Estados Unidos Mexicanos), an obligation denominated or payable in a currency other than Mexican pesos that is payable in Mexico may be satisfied in Mexican pesos at the rate of exchange in effect on the date of payment. This rate is currently determined by the Banco de México, Mexico’s Central Bank, and published in the Official Gazette of the Federation (Diario Oficial de la Federación). As a result, the amount paid by us in Mexican pesos to holders of the Notes may not be readily convertible into the amount of U.S. dollars that we are obligated to pay under the Notes. In addition, our obligation to indemnify against exchange losses may be unenforceable in Mexico.

Our obligations under the exchange notes would be converted in the event of bankruptcy

Under the Mexican Law on Mercantile Reorganization (Ley de Concursos Mercantiles), if we and/or Telcel were declared bankrupt or in bankruptcy reorganization (concurso mercantil), upon any such declaration, our obligations under the exchange notes and the guarantees:

Telcel’s guarantees of the exchange notes may not be enforceable in the event of a bankruptcy of Telcel

Telcel’s guarantees of the exchange notes provide a basis for a direct claim against Telcel; however, it is possible that the guarantees may not be enforceable. While Mexican law does not prohibit the giving of guarantees and, as a result, does not prevent Telcel’s guarantees from being valid, binding and enforceable against Telcel, in the event Telcel is declared bankrupt or becomes subject to bankruptcy reorganization (concurso mercantil), the guarantees may be deemed to have been a fraudulent transfer and declared void, if it is determined that Telcel did not receive adequate consideration in exchange for the guarantees. If the guarantees become unenforceable, the exchange notes will effectively be subordinated to all liabilities, including trade payables, of Telcel. As of June 30, 2007, Telcel had, on an unconsolidated basis, total liabilities of Ps.70,605 million (U.S.$6,498 million). This amount excludes guarantees of debt obligations of América Móvil and other subsidiaries.

Mexican law may limit the ability of holders of exchange notes to enforce their rights under the guarantees against Telcel

Creditors of Telcel, including holders of the exchange notes, may face limitations under Mexican law in attempting to enforce claims against Telcel’s assets to the extent those assets are used in providing public service under Telcel’s concessions.

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in such other countries may differ significantly from economic conditions in Mexico, investors’ reactions to developments in other countries may have an adverse effect on the market value of securities of Mexican issuers. In October 1997, prices of both Mexican debt securities and Mexican equity securities dropped substantially in response to a sharp drop in the prices of Asian securities. Similarly, in the second half of 1998, prices of Mexican securities were adversely

affected by economic crises in Russia and in Brazil. More recently, between 2002 and 2004, prices of Mexican securities were adversely affected by an economic crisis in Argentina. The market value of the exchange notes could be adversely affected by events elsewhere, especially in emerging-market countries.

We will not receive any proceeds from the exchange offer. In exchange for issuing the exchange notes as contemplated in this prospectus, we will receive original notes in like principal amount, the terms of which are identical in all material respects to the exchange notes. The original notes surrendered in exchange for the exchange notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the exchange notes will not result in any increase in our indebtedness.

We used the net proceeds from the private placement of the original notes principally for general corporate purposes.

Mexico has a free market for foreign exchange, and the Mexican government allows the peso to float freely against the U.S. dollar. There can be no assurance that the Mexican government will maintain its current policies with regard to the peso or that the peso will not depreciate or appreciate significantly in the future.

The following table sets forth, for the periods indicated, the high, low, average and period-end noon buying rate in New York City for cable transfers in pesos published by the Federal Reserve Bank of New York, expressed in pesos per U.S. dollar. The rates have not been restated in constant currency units and therefore represent nominal historical figures.

The following table sets forth our consolidated ratios of earnings to fixed charges for each year in the five-year period ended December 31, 2006 in accordance with Mexican FRS and U.S. GAAP. Earnings for this purpose consist of earnings before income taxes, plus fixed charges and depreciation of capitalized interest and minus interest capitalized during the period. Under Mexican FRS, employee profit-sharing is considered an income tax and earnings are calculated before the provision for employee profit-sharing. By contrast, under U.S. GAAP, employee profit-sharing is considered an operating expense and earnings are calculated after the provision for employee profit-sharing. Fixed charges for this purpose consist of interest expense plus interest capitalized during the period. Fixed charges do not take into account gain or loss from monetary position or exchange gain or loss attributable to our indebtedness. Under Mexican FRS, we do not capitalize interest, but we have capitalized interest in certain periods under U.S. GAAP. See Note 21 to our audited consolidated financial statements.

The following table sets forth our consolidated capitalization under Mexican FRS as of June 30, 2007. The information in this table should be read in conjunction with, and is qualified in its entirety by reference to “Recent Developments”.

As of June 30, 2007, Telcel had, on an unconsolidated basis, unsecured and unsubordinated indebtedness and guarantees of parent company and subsidiary indebtedness of approximately Ps.80,545 million (U.S.$7,413 million). This amount includes approximately Ps.3,534 million of payment obligations under lease contracts entered into in connection with sale-and-leaseback transactions with respect to a portion of Telcel’s telephone plant. As of June 30, 2007, our operating subsidiaries other than Telcel had indebtedness of Ps.12,040 million (U.S.$1,108 million).

This section describes the exchange offer and the material provisions of the registration rights agreement, but it may not contain all of the information that is important to you. We refer you to the complete provisions of the registration rights agreement, which has been filed as an exhibit to the registration statement on Form F-4. See “Where You Can Find More Information” for instructions on how to obtain copies of this document.

In this section and the section entitled “Description of Exchange Notes” and “Form of Notes, Clearing and Settlement,” references to “we,” “us” and “our” refer to América Móvil, S.A.B. de C.V. only and do not include our subsidiaries or affiliates. References to “Telcel” or the “guarantor” are to Radiomóvil Dipsa, S.A. de C.V., which is our subsidiary and the guarantor of the exchange notes. References to the “Notes” mean the Ps.8,000,000,000 principal amount of original notes we previously sold in a private offering in December 2006 and up to an equal principal amount of exchange notes we are offering hereby. Such references include both the Notes and the guarantees, except where otherwise indicated or as the context otherwise requires. References to “holders” mean those who have Notes registered in their names on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in Notes issued in book-entry form through Euroclear or Clearstream, Luxembourg, or in Notes registered in street name. Owners of beneficial interests in the Notes should read the subsections entitled “—Terms of the Exchange Offer—Procedures for Tendering” and “Form of Notes, Clearing and Settlement.”

We sold the original notes to certain initial purchasers in December 2006 under the terms of a purchase agreement we and Telcel reached with them. The initial purchasers resold the original notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act. In connection with the offering of the original notes, we and Telcel also entered into a registration rights agreement with the initial purchasers, which governs our and Telcel’s obligation to file a registration statement with the SEC and commence the exchange offer to exchange the exchange notes for the original notes. The exchange offer is intended to satisfy our and Telcel’s obligations under the registration rights agreement.

The registration rights agreement further provides that if we and Telcel do not complete the exchange offer within a certain period of time or under certain other circumstances, we and Telcel will be obligated to pay additional interest, referred to as special interest, to holders of the original notes. Except as discussed below under “—Resale Registration Statement; Special Interest,” upon the completion of the exchange offer we and Telcel will have no further obligations to register your original notes or pay special interest.

If you elect to tender original notes in exchange for exchange notes, you must exchange, assign, and transfer the original notes to us and irrevocably constitute and appoint the exchange agent as your true and lawful agent and attorney-in-fact with respect to the tendered original notes, with full power of substitution, among other things, to cause the original notes to be assigned, transferred, and exchanged. By participating in the exchange offer, you make the representations and warranties set forth below to us and Telcel. By making the exchange offer, you also promise, upon our request, to execute and deliver any additional documents that we consider necessary to complete the exchange of original notes for exchange notes.

Under existing interpretations of the SEC contained in several no-action letters to third parties, we believe that the exchange notes will be freely transferable by the holders after the exchange offer without further registration under the Securities Act. However, if you wish to exchange your original notes for exchange notes, you will be deemed to represent that:

If you cannot make any of these representations, you will not be eligible to participate in the exchange offer, you should not rely on the interpretations of the staff of the SEC described below in connection with the exchange offer and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of your notes.

Based on existing interpretations of the SEC staff with respect to similar transactions, we believe that the exchange notes issued pursuant to this exchange offer in exchange for original notes may be offered for resale, resold and otherwise transferred by holders thereof without compliance with the registration and prospectus delivery provisions of the Securities Act if:

Any holder who tenders in this exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

This prospectus, as it may be amended or supplemented from time to time, may be used for an offer to resell or for other transfer of exchange notes only as specified in this prospectus. Participating broker-dealers may use this prospectus in connection with the resale of exchange notes for a period of up to 120 days from the last date on which the original notes are accepted for exchange. Only broker-dealers that acquired the original notes as a result of market-making activities or other trading activities may participate in this exchange offer. Each

participating broker-dealer who receives exchange notes for its own account in exchange for original notes that were acquired by such broker-dealer as a result of market-making or other trading activities will be required to acknowledge that it will deliver a prospectus in connection with any resale by it of exchange notes. By acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of original notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of such jurisdiction.

Holders of original notes who do not exchange their original notes for exchange notes under this exchange offer will remain subject to the restrictions on transfer applicable in the original notes (i) as set forth in the legend printed on the original notes as a consequence of the issuance of the original notes pursuant to exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws and (ii) otherwise as set forth in the offering memorandum distributed in connection with the private offering of the original notes.

Any original notes not tendered by their holders in exchange for exchange notes in this exchange offer will not retain any rights under the registration rights agreement (except in certain limited circumstances).

In general, you may not offer or sell the original notes unless they are registered under the Securities Act or the offer or sale is exempt from the registration requirements of the Securities Act and applicable state securities laws. We do not intend to register resales of the original notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of business and the holders are not engaged in, have no arrangement with any person to participate in, and do not intend to engage in, any public distribution of the exchange notes to be acquired in this exchange offer. Any holder who tenders in this exchange offer and is engaged in, has an arrangement with any person to participate in, or intends to engage in, any public distribution of the exchange notes (i) may not rely on the applicable interpretations of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Upon the terms and subject to the conditions set forth in this prospectus, we will accept for exchange any and all original notes validly tendered and not properly withdrawn prior to 5:00 p.m., New York City time, on the expiration date. The exchange offer will remain open for at least 20 full business days (as required by Exchange Act Rule 14e-1(a)) and will expire at 5:00 p.m., New York City time, on November 21, 2007, or such later date and time to which we extend it (the “expiration date”). We will issue the exchange notes in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Holders may tender some or all of their original notes pursuant to the exchange offer. However, original notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The date of acceptance for exchange of the original notes, and completion of the exchange offer, will be the exchange date, which will be the first business day following the expiration date (unless such period is extended as described in this prospectus). The exchange notes issued in connection with this exchange offer will be delivered on the earliest practicable date following the exchange date.

The form and terms of the exchange notes will be substantially the same as the form and terms of the original notes except that (i) the exchange notes will have been registered under the Securities Act and will not

bear legends restricting the transfer thereof and (ii) the holders of the exchange notes will not be entitled to certain rights under the registration rights agreement, which rights will terminate when the exchange offer is terminated. The exchange notes will evidence the same debt as the original notes and will be entitled to the benefits of the same indenture that governs the original notes.

As of the date of this prospectus, Ps.8,000,000,000 principal amount of the original notes are outstanding. This prospectus is being sent to all registered holders of original notes.

We intend to conduct this exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the U.S. Securities Exchange Act of 1934, as amended or, the Exchange Act, and the rules and regulations of the SEC. Original notes that are not tendered for exchange in this exchange offer will remain outstanding and continue to accrue interest and holders of the original notes will be entitled to the rights and benefits of such holders under the indenture.

We shall be deemed to have accepted validly tendered original notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the exchange notes from us and delivering the exchange notes to the tendering holders.

Holders who tender original notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the exceptions set forth in “Fees and Expenses” below, transfer taxes with respect to the exchange of original notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes in certain circumstances, in connection with the exchange offer. See “—Fees and Expenses.”

If any tendered original notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, we will return the original notes, without expense, to the tendering holder promptly after the expiration date.

We have applied to have the exchange notes listed on the Luxembourg Stock Exchange and trading on the Euro MTF market, the alternative market of the Luxembourg Stock Exchange. In connection with the exchange offer:

The term “expiration date” means 5:00 p.m., New York City time, on November 21, 2007, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” means the latest date and time to which we extend the exchange offer. To extend the expiration date, we will notify the exchange agent of any extension by oral or written notice. We will notify holders of the original notes of any extension by press release or other public announcement.

We reserve the right to amend the terms of the exchange offer in any manner. In addition, if we determine that any of the events set forth under “—Conditions of the Exchange Offer” has occurred, we also reserve the right, in our sole discretion, to:

If we do so, we will give oral or written notice of this delay in acceptance, extension, termination or waiver to the exchange agent. If the amendment constitutes a material change to the exchange offer, we will promptly disclose such amendment in a manner reasonably calculated to inform holders of the original notes, including by providing public announcement or giving oral or written notice to such holders. We may extend the exchange offer for a period of time, depending upon the significance of the amendment and the manner of disclosure to the registered holders.

Each exchange note will bear interest from its date of original issuance. Holders of original notes that are accepted for exchange and exchanged for exchange notes will receive, in cash, accrued interest thereon to, but not including, the original issuance date of the exchange notes. The original notes will bear interest at Three Month Libor (determined as described under “Description of Exchange Notes—General—Determination of Interest Rate”) plus 0.10% through the date next preceding the date of the original issuance of the exchange notes. Such interest will be paid on the first interest payment date for the exchange notes. Interest on the original notes accepted for exchange and exchanged in the exchange offer will cease to accrue on the date next preceding the date of original issuance of the exchange notes. The exchange notes will bear interest (as do the original notes) at a rate of Three Month Libor (determined as described under “Description of Exchange Notes—General—Determination of Interest Rate”) plus 0.10% which interest will be payable quarterly on each March 27, June 27, September 27 and December 27 of each year.

To participate in the exchange offer, you must properly tender your original notes to the exchange agent as described below. We will only issue exchange notes in exchange for original notes that you timely and properly tender. Therefore, you should allow sufficient time to ensure timely delivery of the original notes, and you should follow carefully the instructions on how to tender your original notes. It is your responsibility to properly tender your original notes. We have the right to waive any defects in your tender. However, we are not required to waive any defects, and neither we, nor the exchange agent is required to notify you of defects in your tender.

If you have any questions or need help in exchanging your original notes, please contact the exchange agent at the address or telephone number described below.

If you wish to exchange your original notes for exchange notes, you, the custodial entity or direct participant (as the case may be) through which you hold your original notes must submit, at or prior to 5:00 P.M., New York City time, on the expiration date, your offer to exchange the original notes in the applicable manner described below.

By submitting an exchange offer with respect to the original notes pursuant to the exchange offer, you are deemed to make certain acknowledgments, representations, warranties and undertakings to us, Telcel and the exchange agent as set forth under “Representations Upon Tender of Original Notes.”

If you hold your original notes through Euroclear or Clearstream, Luxembourg, you must arrange for a direct participant in Euroclear or Clearstream, Luxembourg, as the case may be, to deliver your exchange offer, which includes “blocking” instructions (which block attempts to transfer the original notes on or prior to the settlement date) to Euroclear or Clearstream, Luxembourg in accordance with the procedures and deadlines established by Euroclear or Clearstream, Luxembourg at or prior to 5:00 P.M., New York City time, on the expiration date.

Your exchange offer, which includes your “blocking” instructions, must be delivered and received by Euroclear or Clearstream, Luxembourg in accordance with the procedures established by them and on or prior to the deadlines established by each of those clearing systems. You are responsible for informing yourself of these deadlines and for arranging the due and timely delivery of “blocking” instructions to Euroclear or Clearstream, Luxembourg.

If you hold your original notes through broker, dealer, commercial bank, financial institution or other custodian, you may not submit an exchange offer directly. You should contact that institution to submit an exchange offer on your behalf.

If you hold original notes through a broker, dealer, commercial bank, financial institution or other custodian, you should consult with that institution as to whether it will charge any service fees.

Determinations Under the Exchange Offer. We will determine in our sole discretion all questions as to the validity, form, eligibility, time of receipt, acceptance of tendered original notes and withdrawal of tendered original notes. Our determination will be final and binding. We reserve the absolute right to reject any original notes not properly tendered or any original notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular original notes. Our interpretation of the terms and conditions of the exchange offer will be final and binding on all parties. Unless waived, all defects or irregularities in connection with tenders of original notes must be cured within the time period we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of original notes, neither we, the exchange agent nor any other person will incur any liability for failure to give such notification. Tenders of original notes will not be deemed made until such defects or irregularities have been cured or waived. Any original notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned at no cost by the exchange agent to the tendering holder as soon as practicable following the expiration date of the exchange.

Return of Outstanding Notes Not Accepted or Exchanged. If any original notes are not accepted for any reason described in this prospectus, or if original notes are validly withdrawn, the exchange agent will return the unaccepted or withdrawn original notes into the account at Euroclear or Clearstream, Luxembourg, as the case may be, from whence there were tendered.

Participating broker-dealers. Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where those original notes were acquired by such broker-dealer as a result of market making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of those exchange notes. See “Plan of Distribution.”

You may withdraw your tender of original notes at any time before 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective, the exchange agent must receive a notice of withdrawal, transmitted by Euroclear or Clearstream, Luxembourg on behalf of the holder in accordance with the standard operating procedures of Euroclear or Clearstream, Luxembourg.

The exchange agent will return the properly withdrawn original notes as soon as practicable following receipt of notice of withdrawal. If original notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at Euroclear or Clearstream, Luxembourg, as applicable, to be credited with the withdrawn original notes and otherwise comply with procedures of Euroclear or Clearstream, Luxembourg.

Any original notes withdrawn will not have been validly tendered for exchange for purposes of the exchange offer. Any original notes that have been tendered for exchange but which are not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable. Properly withdrawn original notes may be re-tendered by following one of the procedures described under “— Procedures for Tendering” above at any time on or before the expiration date.

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange any exchange notes for, any original notes not yet accepted for exchange, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of these original notes if:

The foregoing conditions are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition or may be waived by us in whole or in part at any time and from time to time. The failure by us at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of those rights and each of those rights shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any original notes tendered, and no exchange notes will be issued in exchange for those original notes, if at such time any stop order shall be threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended. In any of those events we are required to use every reasonable effort to obtain the withdrawal of any stop order at the earliest possible time.

The Bank of New York, the trustee under the indenture and the supplemental indenture, has been appointed as exchange agent for the exchange offer.

D.F. King & Co., Inc. has been appointed as the information agent for the exchange offer. Questions and requests for assistance and requests for additional copies of this prospectus should be directed to the information agent.

We will bear the expenses of soliciting tenders in the exchange offer. The principal solicitation for tenders in the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees in person, by facsimile, telegraph, telephone or telecopier.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We will, however, pay the exchange agent and information agent reasonable and customary fees for their services and reimburse them for their reasonable and documented out-of-pocket expenses in connection with these services. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable and documented out-of-pocket expenses they incur in forwarding copies of the prospectus and related documents to the beneficial owners of the original notes and in handling or forwarding tenders for exchange.

We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent, trustee and information agent and accounting and legal fees.

We will pay all transfer taxes, if any, applicable to the exchange of original notes in the exchange offer.

then the amount of any applicable transfer taxes, whether they are imposed on the registered holder or any other persons, will be payable by the tendering holder.

Under the registration rights agreement, if we and Telcel determine that the exchange offer is not permitted or may not be completed as soon as practicable after the last date of acceptance for exchange because it would violate any applicable law or applicable interpretations of the staff of the SEC, or because the exchange notes would not, upon receipt, in general be freely transferable by each holder without need for further registration under the Securities Act, we will, in lieu of effecting registration of exchange notes, file a registration statement under the Securities Act relating to a shelf registration of the original notes for resale by holders. We and Telcel will also be required to file a shelf registration statement if the exchange offer is not for any other reason completed by November 30, 2007. We and Telcel must use our reasonable best efforts to keep the shelf registration statement continuously effective until the earlier of the period referred to in Rule 144(k) under the Securities Act or such shorter period ending when all the original notes so registered have been sold.

The registration rights agreement further provides that in the event that on or prior to November 30, 2007 either:

then the per annum interest rate on the original notes affected by such occurrence will increase by adding 0.5% thereto until the exchange offer is completed or the resale registration statement, if required, is declared effective or the Notes become freely tradeable under the Securities Act, at which time the increased interest will cease to accrue.

Under the registration rights agreement, if the resale registration statement is declared effective by the SEC and thereafter, during the period we and Telcel must endeavor to keep the resale registration statement effective, either:

then the per annum interest rate on the original notes affected by such occurrence will increase by adding 0.5% thereto. Such increased interest will begin to accrue on the thirty-first day of the applicable period and will cease to accrue on the date the resale registration statement has been declared effective again or the prospectus becomes usable again. Notwithstanding the foregoing, if the prospectus contained in the resale registration statement ceases to be usable because audited financial statements are required to be filed with the SEC and incorporated by reference into the resale registration statement in accordance with applicable law, such a suspension will not trigger any increased interest unless its duration exceeds 60 days.

Participation in this exchange offer is voluntary, and you should carefully consider whether to participate. You are urged to consult your financial and tax advisors in making your own decision as to what action to take.

This section of the prospectus summarizes the material terms of the indenture, the supplemental indenture, and the notes and guarantees. It does not, however, describe all of the terms of the indenture, the supplemental indenture and the notes and guarantees. We refer you to the indenture and the supplemental indenture, which have been filed as exhibits to the registration statement on form F-4. Upon request, we will provide you with copies of the indenture and the supplemental indenture. See “Where You Can Find More Information” for information concerning how to obtain such copies.

In this section and in the sections entitled “The Exchange Offer” and “Form of Notes, Clearing and Settlement,” references to “we,” “us” and “our” are to América Móvil, S.A.B. de C.V. only and do not include our subsidiaries or affiliates. References to “Telcel” or the “guarantor” are to Radiomóvil Dipsa, S.A. de C.V., which is our subsidiary and the guarantor of the notes. References to the “Notes” include both the exchange notes and the original notes. Such references include both the Notes and the guarantees except where otherwise indicated or as the context otherwise requires. References to “holders” mean those who have notes registered in their names on the books that we or the trustee maintain for this purpose, and not those who own beneficial interests in notes issued in book-entry form through Euroclear and Clearstream, Luxembourg, or in notes registered in street name. Owners of beneficial interests in the notes should refer to “Form of Notes, Clearing and Settlement.”

The Notes will be issued as a series of debt securities under an indenture, dated as of March 9, 2004, as amended and supplemented, and a supplemental indenture, dated as of December 18, 2006. Both the indenture and the supplemental indenture are agreements among us, Telcel, as guarantor, and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as trustee. The trustee has the following two main roles:

The aggregate principal amount of the Notes is Ps.8,000,000,000. The Notes will mature on December 18, 2036.

The Notes bear interest at a rate of 8.46% per year. Interest on the Notes is payable semi-annually on June 18 and December 18 of each year to the holders in whose names the Notes are registered at the close of business on the June 1 or December 1 immediately preceding the related interest payment date.

We will pay interest on the Notes on the interest payment dates stated above and at maturity. Each payment of interest due on an interest payment date or at maturity will include interest accrued from and including the last date to which interest has been paid or made available for payment, or from the issue date, if none has been paid or made available for payment, to but excluding the relevant payment date. We will compute interest on the Notes on the basis of the actual number of days during the relevant interest period and a 360-day year.

Payment of principal, interest, additional amounts and any other amounts due in respect of the Notes will be made, except as provided below, in U.S. dollars, in amounts determined by the calculation agent by translating the Mexican peso amounts into U.S. dollars at the Settlement Rate on the applicable Rate Calculation Date.

“Settlement Rate” means the Mexican peso / U.S. dollar exchange rate (the “FIX FX Rate”) reported by the Banco de México (Bank of Mexico, or “Central Bank”) as the average of quotes in the wholesale foreign exchange market in Mexico for transactions payable in 48 hours on its website (which, at the date hereof, is located at http://www.banxico.gob.mx) on the applicable Rate Calculation Date. In the event that the FIX FX Rate is not so available by 3:00 p.m. (Mexico City time) on any Rate Calculation Date, then the Settlement Rate for such Rate Calculation Date will be determined by the calculation agent by taking the arithmetic mean (such mean, the “Alternative Rate”) of the Mexican peso / U.S. dollar exchange rate for the foreign exchange market in Mexico for transactions payable in 48 hours offered at or about such time on such date by (i) Banco Nacional de México, S.A., Institución de Banca Múltiple, (ii) Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, (iii) Bank of America Global FX, (iv) HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC and (v) JPMorgan Chase Bank, N.A. (the “Reference Banks”); provided, however, that if any of the Reference Banks ceases to offer such an exchange rate, that bank will be replaced by us, for the purpose of determining the Alternative Rate, with another leading bank or financial institution. In the event that the calculation agent determines (in its sole and absolute discretion) that neither the FIX FX Rate nor the Alternative Rate can be ascertained on a Rate Calculation Date in accordance with the foregoing, we will determine the Settlement Rate (and method of determining the Settlement Rate) in respect of such date in our sole and absolute discretion, taking into consideration all available information that in good faith we deem relevant.

“Rate Calculation Date” means the second Mexican FX Day immediately preceding an interest payment date, or maturity date, as applicable. Notwithstanding the preceding sentence, if the Rate Calculation Date is not a business day, then the Rate Calculation Date will be the immediately preceding Mexican FX day (i.e., prior to such second Mexican FX Day), that is a business day. As defined in the indenture, “business day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is (i) not a day on which banking institutions in New York City or Mexico City generally are authorized or obligated by law, regulation or executive order to close and (ii) a day on which banks and financial institutions in Mexico are open for business with the general public.

“Mexican FX Day” means each Monday, Tuesday, Wednesday, Thursday or Friday that is (i) not a day on which banking institutions or foreign exchange markets in Mexico City generally are authorized or obligated by law, regulation or executive order to close and (ii) a day on which banking institutions and foreign exchange markets in Mexico City are open for business with the general public.

The FIX FX Rate for any Mexican FX Day is also published in the Official Gazette of Mexico on the succeeding Mexican FX Day.

As long as the Notes are outstanding, we will maintain a calculation agent for determining the Settlement Rate on each Rate Calculation Date. We have initially appointed The Bank of New York to serve as calculation agent. The determinations of the calculation agent will, in the absence of manifest error, be conclusive for all purposes and binding on us and the holders of the Notes.

The calculation agent will give notice to holders of the Notes of the Settlement Rate and the U.S. dollar amounts to be paid per Ps.1,000,000 principal amount of Notes on the business day immediately preceding the applicable payment date in the manner described under “—Notices.”

A holder of the Notes may elect to receive payment of principal, interest, additional amounts and any other amounts due in respect of the Notes in Mexican pesos. A holder who wishes to elect to receive a particular payment in Mexican pesos must notify the principal paying agent no later than the 8th day preceding the applicable payment date (but not earlier than the applicable record date). Holders who wish to receive payments in Mexican pesos must deliver a separate notice of any such election with respect to each payment date. Holders who own beneficial interests in the global note through accounts with Clearstream, Luxembourg or Euroclear must arrange to have such notice given on their behalf. See “Form of Notes, Clearing and Settlement.”

Telcel will irrevocably and unconditionally guarantee the full and punctual payment of principal, interest, additional amounts and any other amounts that may become due and payable by us in respect of the Notes. If we fail to pay any such amount, Telcel will have the obligation to immediately pay the amount that is due and required to be paid.

We are a holding company and our principal assets are shares that we hold in our subsidiaries. The Notes are not secured by any of our assets or properties. As a result, by owning the Notes, you will be one of our unsecured creditors. The Notes will not be subordinated to any of our other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against us, the Notes would rank equally in right of payment with all our other unsecured and unsubordinated debt. As of June 30, 2007, we had, on an unconsolidated basis, unsecured and unsubordinated indebtedness and guarantees of subsidiary indebtedness of approximately Ps.85,186 million (U.S.$7,840 million).

Telcel’s guarantees of the Notes are not secured by any of its assets or properties. As a result, if Telcel is required to pay under the guarantees, holders of the Notes would be unsecured creditors of Telcel. The guarantees are not subordinated to any of Telcel’s other unsecured debt obligations. In the event of a bankruptcy or liquidation proceeding against Telcel, the guarantees would rank equally in right of payment with all of Telcel’s other unsecured and unsubordinated debt.

As of June 30, 2007, Telcel had, on an unconsolidated basis, unsecured and unsubordinated indebtedness and guarantees of parent company and subsidiary indebtedness of approximately Ps.80,545 million (U.S.$7,413 million). This includes approximately Ps.3,534 million of payment obligations under lease contracts entered into in connection with sale and leaseback transactions with respect to a portion of Telcel’s telephone plant. A creditor of Telcel, including a holder of the Notes, which are guaranteed by Telcel, may face limitations under Mexican law in attempting to enforce a claim against Telcel’s assets to the extent those assets are used in providing public service under Telcel’s concessions.

As of June 30, 2007, our operating subsidiaries other than Telcel had indebtedness of Ps.12,040 million (U.S.$1,108 million). This indebtedness of our subsidiaries other than Telcel will be effectively senior to the Notes.

The indenture and the Notes do not restrict our ability or the ability of Telcel or our other subsidiaries to incur additional unsecured indebtedness in the future.

The day on which the principal amount of the Notes is scheduled to become due is called the “stated maturity” of the principal. The principal may become due before the stated maturity by reason of redemption or

acceleration after a default. The day on which the principal actually becomes due, whether at the stated maturity or earlier, is called the “maturity” of the principal. We sometimes use the term “maturity date” to refer to this day.

We also use the terms “stated maturity” and “maturity” to refer to the dates when interest payments become due. For example, we may refer to a regular interest payment date when an installment of interest is scheduled to become due as the “stated maturity” of that installment. When we refer to the “stated maturity” or the “maturity” of the Notes without specifying a particular payment, we mean the stated maturity or maturity, as the case may be, of the principal.

The Notes will be issued only in registered form without coupons and in denominations of Ps.1,000,000 (equivalent to approximately U.S.$92,464 based on an exchange rate on October 18, 2007 of Ps.10.8150 per U.S.$1.00) and integral multiples of Ps.100,000 (equivalent to approximately U.S.$9,246 based on such exchange rate) in excess thereof.

Except in limited circumstances, the Notes will be issued in the form of global notes. See “Form of Notes, Clearing and Settlement.”

We reserve the right, from time to time without the consent of holders of the Notes, to issue additional notes on the same terms and conditions as the Notes (except for issue date, issue price and the date from which interest shall accrue and, if applicable, first be paid) which additional notes shall increase the aggregate principal amount of, and shall be consolidated and form a single series with, the Notes.

We are required by Mexican law to deduct Mexican withholding taxes from payments of interest to holders of the Notes who are not residents of Mexico for tax purposes as described under “Taxation—Mexican Tax Considerations.”

We will pay to holders of the Notes that are non-residents of Mexico all additional amounts that may be necessary so that every net payment of interest or principal to the holder will not be less than the amount provided for in the Notes. By net payment, we mean the amount that we or our paying agent will pay the holder after deducting or withholding an amount for or on account of any present or future taxes, duties, assessments or other governmental charges imposed with respect to that payment by a Mexican taxing authority.

Our obligation to pay additional amounts is, however, subject to several important exceptions. We will not pay additional amounts to any holder for or on account of any of the following:

The limitations on our obligations to pay additional amounts described in the third bullet point above will not apply if the provision of information, documentation or other evidence described in the applicable bullet point would be materially more onerous, in form, in procedure or in the substance of information disclosed, to a holder or beneficial owner of a Note, taking into account any relevant differences between U.S. and Mexican law, regulation or administrative practice, than comparable information or other reporting requirements imposed under U.S. tax law (including the United States/Mexico Income Tax Treaty), regulations (including proposed regulations) and administrative practice.

Applicable Mexican regulations currently allow us to withhold at a reduced rate, provided that we comply with certain information reporting requirements. Accordingly, the limitations on our obligations to pay additional amounts described in the third bullet point above also will not apply unless (a) the provision of the information, documentation or other evidence described in the applicable bullet point is expressly required by the applicable Mexican regulations, (b) we cannot obtain the information, documentation or other evidence necessary to comply with the applicable Mexican regulations on our own through reasonable diligence, and (c) we otherwise would meet the requirements for application of the applicable Mexican regulations.

In addition, the third bullet point above does not require that any person, including any non-Mexican pension fund, retirement fund or financial institution, register with the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público, or “SHCP”) to establish eligibility for an exemption from, or a reduction of, Mexican withholding tax.

We will remit the full amount of any Mexican taxes withheld to the applicable Mexican taxing authorities in accordance with applicable law. We will also provide the trustee with documentation satisfactory to the trustee evidencing the payment of Mexican taxes in respect of which we have paid any additional amount. We will provide copies of such documentation to the holders of the Notes or the relevant paying agent upon request.

Any reference in this prospectus, the indenture, the supplemental indenture or the Notes or guarantees to principal, interest or any other amount payable in respect of the Notes by us will be deemed also to refer to any additional amount that may be payable with respect to that amount under the obligations referred to in this subsection.

In the event that additional amounts actually paid with respect to the Notes pursuant to the preceding paragraphs are based on rates of deduction or withholding of withholding taxes in excess of the appropriate rate applicable to the holder of such Notes, and as a result thereof such holder is entitled to make a claim for a refund or credit of such excess from the authority imposing such withholding tax, then such holder shall, by accepting such Notes, be deemed to have assigned and transferred all right, title and interest to any such claim for a refund or credit of such excess to us. However, by making such assignment, the holder makes no representation or warranty that we will be entitled to receive such claim for a refund or credit and incurs no other obligation with respect thereto.

We will not be permitted to redeem the Notes before their stated maturity, except for taxation reasons as set forth below. The Notes will not be entitled to the benefit of any sinking fund—meaning that we will not deposit money on a regular basis into any separate account to repay your Notes. In addition, you will not be entitled to require us to repurchase your Notes from you before the stated maturity.

If, as a result of any amendment to, or change in, the laws (or any rules or regulations thereunder) of Mexico or any political subdivision or taxing authority thereof or therein affecting taxation, or any amendment to or change in an official interpretation or application of such laws, rules or regulations, which amendment to or change of such laws, rules or regulations becomes effective on or after the date of this prospectus, we would be obligated, after taking such measures as we may consider reasonable to avoid this requirement, to pay additional amounts in excess of those attributable to a Mexican withholding tax rate of 4.9% with respect to the Notes (see “—Payment of Additional Amounts” and “Taxation—Mexican Tax Considerations”), then, at our option, all, but not less than all, of the Notes may be redeemed at any time on giving not less than 30 nor more than 60 days’ notice, at a redemption price equal to 100% of the outstanding principal amount, plus accrued and unpaid interest and any additional amounts due thereon up to but not including the date of redemption; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 90 days prior to the earliest date on which we would be obligated to pay these additional amounts if a payment on the Notes were then due and (2) at the time such notice of redemption is given such obligation to pay such additional amounts remains in effect.

Prior to the publication of any notice of redemption for taxation reasons, we will deliver to the trustee:

We may not consolidate with or merge into any other person or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all of our assets and properties and may not permit any person to consolidate with or merge into us, unless all of the following conditions are met:

If the conditions described above are satisfied, we will not have to obtain the approval of the holders of the Notes in order to merge or consolidate or to sell or otherwise dispose of our properties and assets substantially as an entirety. In addition, these conditions will apply only if we wish to merge into or consolidate with another person or sell or otherwise dispose of all or substantially all of our assets and properties. We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the stock or assets of another person, any transaction that involves a change of control of our company, but in which we do not merge or consolidate and any transaction in which we sell or otherwise dispose of less than substantially all our assets.

Telcel may not consolidate with or merge into any other person or, directly or indirectly, transfer, convey, sell, lease or otherwise dispose of all or substantially all of its assets and properties and may not permit any person to consolidate with or merge into it, unless substantially the same conditions set forth above are satisfied with respect to Telcel.

The following covenants will apply to us and certain of our subsidiaries for so long as any Note remains outstanding. These covenants restrict our ability and the ability of certain of our subsidiaries to enter into certain transactions. However, these covenants do not limit our ability to incur indebtedness or require us to comply with financial ratios or to maintain specified levels of net worth or liquidity.

We may not, and we may not allow any of our restricted subsidiaries to, create, incur, issue or assume any liens on our restricted property to secure debt where the debt secured by such liens, plus the aggregate amount of our attributable debt and that of our restricted subsidiaries in respect of sale and leaseback transactions, would exceed an amount equal to an aggregate of 15% of our Consolidated Net Tangible Assets unless we secure the Notes equally with, or prior to, the debt secured by such liens. This restriction will not, however, apply to the following:

“Consolidated Net Tangible Assets” means total consolidated assets less (1) all current liabilities, (2) all goodwill, (3) all trade names, trademarks, patents and other intellectual property assets and (4) all licenses, each as set forth on our most recent consolidated balance sheet and computed in accordance with Mexican FRS.

“Restricted property” means (1) any exchange and transmission equipment, switches, cellular base stations, microcells, local links, repeaters and related facilities, whether owned as of the date of the indenture or acquired after that date, used in connection with the provision of telecommunications services in Mexico, including any land, buildings, structures and other equipment or fixtures that constitute any such facility, owned by us or our restricted subsidiaries and (2) any share of capital stock of any restricted subsidiary.

“Restricted subsidiaries” means our subsidiaries that own restricted property.

We may not, and we may not allow any of our restricted subsidiaries to, enter into any sale and leaseback transaction without effectively providing that the Notes will be secured equally and ratably with or prior to the sale and leaseback transaction, unless:

Notwithstanding the foregoing, the indenture provides that we and/or our restricted subsidiaries were permitted to enter into sale and leaseback transactions during 2004 in respect of which attributable debt is not in excess of U.S.$300 million in the aggregate, and additional sale and leaseback transactions that solely refinance, extend, renew or refund such sale and leaseback transactions, and (a) the restriction described in the preceding paragraph shall not apply to such sale and leaseback transactions and (b) such transactions shall be excluded in determining the aggregate amount of our attributable debt and the attributable debt of our restricted subsidiaries for purposes of the preceding paragraph and also for purposes of the covenant described under “—Limitation on Liens” above.

“Sale and leaseback transaction” means an arrangement between us or one of our restricted subsidiaries and a bank, insurance company or other lender or investor where we or our restricted subsidiary leases a restricted property for an initial term of three years or more that was or will be sold by us or our restricted subsidiary to that lender or investor for a sale price of U.S.$1 million or its equivalent or more.

“Attributable debt” means, with respect to any sale and leaseback transaction, the lesser of (1) the fair market value of the asset subject to the sale and leaseback transaction and (2) the present value, discounted at a rate set forth in the indenture, of the obligations of the lessee for net rental payments (excluding amounts on account of maintenance and repairs, insurance, taxes, assessments and similar charges and contingent rents) during the term of the lease.

We may not, and we may not allow any of our subsidiaries to, sell, transfer or otherwise dispose of any shares of capital stock of Telcel if following such sale, transfer or disposition we would own, directly or indirectly, less than (1) 50% of the voting power of all of the shares of capital stock of Telcel and (2) 50% of all of the shares of capital stock of Telcel.

We will furnish the trustee with copies of our annual report and the information, documents and other reports that we are required to file with the SEC pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, including our annual reports on Form 20-F and reports on Form 6-K, within 15 days after we file them with the SEC. In addition, we will make the same information, documents and other reports available, at our expense, to holders who so request in writing. In the event that, in the future, we are not required to file such information, documents or other reports pursuant to Section 13 or 15(d) of the Securities Exchange Act, we will furnish on a reasonably prompt basis to the trustee and holders who so request in writing, substantially the same financial and other information that we would be required to include and file in an annual report on Form 20-F and reports on Form 6-K.

If any of our officers becomes aware that a default or event of default or an event that with notice or the lapse of time would be an event of default has occurred and is continuing, as the case may be, we will also file a certificate with the trustee describing the details thereof and the action we are taking or propose to take.

If we are not subject to the reporting requirements of Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934 at any time when the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, we will furnish to any holder of Notes, or to any prospective purchaser designated by such holder, financial and other information described in Rule 144A(d)(4) with respect to us or Telcel to the extent required to permit such holder to comply with Rule 144A in connection with any resale of Notes held by such holder.

For so long as any Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, we will notify the Luxembourg Stock Exchange of the event of default and, prior to publication of notice of the event of default in Luxembourg, submit a draft of the notice to the Luxembourg Stock Exchange.

You will have special rights if an event of default with respect to the Notes that you hold occurs and is not cured, as described below.

Each of the following will be an “event of default” with respect to the Notes:

If an event of default occurs and is not cured or waived, the trustee, at the written request of holders of not less than 25% in principal amount of the Notes, may declare the entire principal amount of the Notes to be due and payable immediately, and upon any such declaration the principal, any accrued interest and any additional amounts shall become due and payable. If, however, an event of default occurs because of a bankruptcy, insolvency or reorganization relating to us or Telcel, the entire principal amount of the Notes and any accrued interest and any additional amounts will be automatically accelerated, without any action by the trustee or any holder and any principal, interest or additional amounts will become immediately due and payable.

Each of the situations described above is called an acceleration of the maturity of the Notes. If the maturity of the Notes is accelerated and a judgment for payment has not yet been obtained, the holders of a majority in aggregate principal amount of the Notes may cancel the acceleration for the Notes, provided that all amounts then due (other than amounts due solely because of such acceleration) have been paid and all other defaults with respect to the Notes have been cured or waived.

If any event of default occurs, the trustee will have special duties. In that situation, the trustee will be obligated to use those of its rights and powers under the indenture, and to use the same degree of care and skill in doing so, that a prudent person would use under the circumstances in conducting his or her own affairs.

Except as described in the prior paragraph, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection, known as an indemnity, from expenses and liability. If the trustee receives an indemnity that is reasonably satisfactory to it, the holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture with respect to the Notes.

Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other steps to enforce your rights or protect your interests relating to the Notes, the following must occur:

You will be entitled, however, at any time to bring a lawsuit for the payment of money due on any Note held by you on or after its due date.

Book-entry and other indirect holders should consult their bank or brokers for information on how to give notice or direction to or make a request of the trustee and how to declare or cancel an acceleration of the maturity.

The holders of not less than a majority in principal amount of the Notes may waive a past default for the Notes. If this happens, the default will be treated as if it had been cured. No one can waive a payment default on any Note, however, without the approval of the particular holder of that Note.

There are three types of changes we can make to the indenture, the supplemental indenture, and the Notes and guarantees of the Notes.

The following changes cannot be made without the approval of each holder of the Notes:

Some changes will not require the approval of holders of Notes. These changes are limited to clarifications and changes that would not adversely affect the Notes in any material respect.

Any other change to the indenture, the supplemental indenture, or the Notes or the guarantees of the Notes will be required to be approved by the holders of a majority in principal amount of the Notes. The required approval must be given by written consent.

The same majority approval will be required for us to obtain a waiver of any of our covenants in the indenture and the supplemental indenture. Our covenants include the promises we make about merging and creating liens on our interests, which we describe above under “—Mergers and Similar Transactions” and “—Certain Covenants.” If the holders approve a waiver of a covenant, we will not have to comply with it. The holders, however, cannot approve a waiver of any provision in the Notes or guarantees, the indenture or the supplemental indenture, as it affects any Note, that we cannot change without the approval of the holder of that Note as described under in “—Changes Requiring Each Holder’s Approval” above, unless that holder approves the waiver.

Book-entry and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the Notes or request a waiver.

We may, at our option, elect to terminate (1) all of our or Telcel’s obligations with respect to the Notes and the related guarantees (“legal defeasance”), except for certain obligations, including those regarding any trust established for defeasance and obligations relating to the transfer and exchange of the Notes, the replacement of mutilated, destroyed, lost or stolen Notes and the maintenance of agencies with respect to the Notes or (2) our or Telcel’s obligations under the covenants in the indenture, so that any failure to comply with such obligations will not constitute an event of default (“covenant defeasance”). In order to exercise either legal defeasance or covenant defeasance, we must irrevocably deposit with the trustee Mexican pesos in such amounts as will be sufficient to pay the principal, premium, if any, and interest (including additional amounts) in respect of the Notes then outstanding on the maturity date of the Notes, and comply with certain other conditions, including, without limitation, the delivery of opinions of counsel as to specified tax and other matters.

If we elect either legal defeasance or covenant defeasance with respect to the Notes, we must so elect it with respect to all of the Notes.

When holders take any action under the indenture or the supplemental indenture, such as giving a notice of default, declaring an acceleration, approving any change or waiver or giving the trustee an instruction, we will apply the following rules.

Only holders of outstanding Notes will be eligible to vote or participate in any action by holders of Notes. In addition, we will count only outstanding Notes in determining whether the various percentage requirements for voting or taking action have been met. For these purposes, a Note will not be “outstanding” if it has been surrendered for cancellation or if we have deposited or set aside, in trust for its holder, money for its payment or redemption.

We will generally be entitled to set any day as a record date for the purpose of determining the holders that are entitled to take action under the indenture or the supplemental indenture. In some limited circumstances, only the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for an approval or other action to be taken by holders, that vote or action may be taken only by persons or entities who are holders on the record date and must be taken during the period that we specify for this purpose, or that the trustee specifies if it sets the record date. We or the trustee, as applicable, may shorten or lengthen this period from time to time. This period, however, may not extend beyond the 180th day after the record date for the action. In addition, record dates for any global Notes may be set in accordance with procedures established by the depositary from time to time.

For interest due on the interest payment dates, we will pay the interest to the holder in whose name the Note is registered at the close of business on the regular record date relating to the interest payment date. For interest due at maturity but on a day that is not an interest payment date, we will pay the interest to the person or entity entitled to receive the principal of the Note. For principal due on the Notes at maturity, we will pay the amount to the holders of the Notes against surrender of the Notes at the proper place of payment.

The regular record dates relating to the interest payment dates for the Notes are June 1 for the June 18 interest payment date and December 1 for the December 18 interest payment date. For the purpose of determining the holder at the close of business on a regular record date when business is not being conducted, the close of business will mean 5:00 p.m., New York City time, on that day.

For Notes issued in global form, we will make payments on the Notes in accordance with the applicable policies of Clearstream, Luxembourg and Euroclear as in effect from time to time. Under those policies, we will make payments directly to the common depositary for Clearstream, Luxembourg and Euroclear, or its nominee, and not to any indirect holders who own beneficial interests in a global note. An indirect holder’s right to receive those payments will be governed by the rules and practices of Clearstream, Luxembourg and Euroclear and their participants.

For Notes issued in certificated form, we will pay interest that is due on an interest payment date by check mailed on the interest payment date to the holder at the holder’s address shown on the trustee’s records as of the close of business on the regular record date and we will make all other payments by check to the paying agent described below, against surrender of the Note. All payments by check may be made in next-day funds, that is, funds that become available on the day after the check is cashed. If we issue Notes in certificated form, holders of Notes in certificated form will be able to receive payments of principal and interest on their Notes at the office of our paying agent maintained in New York City and, if the Notes are then admitted to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, at the office of our paying agent in Luxembourg. The rules of the Luxembourg Stock Exchange currently require cash or checks to be mailed to the addresses communicated by holders against the surrender of Notes at the office of the paying agent in Luxembourg, if not surrendered at the office of another paying agent.

If any payment is due on the Notes on a day that is not a business day, we will make the payment on the day that is the next business day. Payments postponed to the next business day in this situation will be treated under the indenture and the supplemental indenture as if they were made on the original due date. Postponement of this kind will not result in a default under the Notes or guarantees, the indenture or the supplemental indenture; however, interest will accrue from the original due date to the next day that is a business day.

If we issue Notes in certificated form, we may appoint one or more financial institutions to act as our paying agents, at whose designated offices the Notes may be surrendered for payment at their maturity. We may add, replace or terminate paying agents from time to time, provided that if any Notes are issued in certificated form, so long as such Notes are outstanding, we will maintain a paying agent in New York City. In addition, we will, for so long as any Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, maintain a paying agent in Luxembourg. Initially, we have appointed the trustee, at its corporate trust office in New York City, as our principal paying agent, and The Bank of New York (Luxembourg) S.A. as our paying agent in Luxembourg. We may also choose to act as our own paying agent. We must notify you of changes in the paying agents as described under “—Notices” below.

All money paid by us to a paying agent that remains unclaimed at the end of two years after the amount is due to a holder will be repaid to us. After that two-year period, the holder may look only to us for payment and not to the trustee, any other paying agent or anyone else.

We may appoint one or more transfer agents, at whose designated offices any Notes in certificated form may be transferred or exchanged and also surrendered before payment is made at maturity. We will maintain a transfer agent in Luxembourg, for so long as any Notes are admitted to listing on the Official List of the

Luxembourg Stock Exchange and trading on the Euro MTF market. Initially, we have appointed the trustee, at its corporate office in New York City, and The Bank of New York (Luxembourg) S.A. as transfer agents. We may also choose to act as our own transfer agent. We must notify you of changes in the transfer agents as described under “—Notices.” If we issue Notes in certificated form, holders of Notes in certificated form will be able to transfer their Notes, in whole or in part, by surrendering the Notes, with a duly completed form of transfer, for registration of transfer at the office of our transfer agent in New York City, The Bank of New York, and, if the Notes are then admitted to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, at the office of our transfer agent in Luxembourg, The Bank of New York (Luxembourg) S.A. We will not charge any fee for the registration or transfer or exchange, except that we may require the payment of a sum sufficient to cover any applicable tax or other governmental charge payable in connection with the transfer.

As long as we issue Notes in global form, notices to be given to holders will be given to the common depositary for Clearstream, Luxembourg and Euroclear, in accordance with its applicable policies as in effect from time to time. If we issue Notes in certificated form, notices to be given to holders will be sent by mail to the respective addresses of the holders as they appear in the trustee’s records, and will be deemed given when mailed. For so long as any Notes are admitted to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, in accordance with the rules and regulations of the Luxembourg Stock Exchange, we will also publish all notices to the holders in a newspaper with general circulation in Luxembourg, which is expected to be d’Wort.

Neither the failure to give any notice to a particular holder, nor any defect in a notice given to a particular holder, will affect the sufficiency of any notice given to another holder.

The indenture, the supplemental indenture and the Notes and guarantees will be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

In connection with any legal action or proceeding arising out of or relating to the Notes, the guarantees or the indenture or the supplemental indenture (subject to the exceptions described below), each of we and the guarantor has agreed:

The process agent will receive, on behalf of each of us and the guarantor, service of copies of the summons and complaint and any other process which may be served in any such legal action or proceeding brought in such New York state or U.S. federal court sitting in New York City. Service may be made by mailing or delivering a copy of such process to us or the guarantor, as the case may be, at the address specified above for the process agent.

A final judgment in any of the above legal actions or proceedings will be conclusive and may be enforced in other jurisdictions, in each case, to the extent permitted under the applicable laws of such jurisdiction.

In addition to the foregoing, the holders may serve legal process in any other manner permitted by applicable law. The above provisions do not limit the right of any holder to bring any action or proceeding against either us or the guarantor or our or its properties in other courts where jurisdiction is independently established.

To the extent that either we or the guarantor has or hereafter may acquire or have attributed to us or it any sovereign or other immunity under any law, each of us and the guarantor has agreed to waive, to the fullest extent permitted by law, such immunity in respect of any claims or actions regarding our or its obligations under the Notes or the guarantees, respectively.

Our obligations and the obligations of the guarantor under the Notes and the guarantees, respectively, will be discharged only to the extent that the relevant holder is able to purchase U.S. dollars with any other currency paid to that holder in accordance with any judgment or otherwise. If the holder cannot purchase U.S. dollars in the amount originally to be paid, we and the guarantor have agreed to pay the difference. The holder, however, agrees that, if the amount of U.S. dollars purchased exceeds the amount originally to be paid to such holder, the holder will reimburse the excess to us or the guarantor, as the case may be. The holder will not be obligated to make this reimbursement if we or the guarantor are in default of our or its obligations under the Notes or the guarantees.

The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is initially serving as the trustee for the Notes. The Bank of New York may have other business relationships with us from time to time.

The exchange notes will be issued in the form of registered notes in global form, without interest coupons (the “global notes”). We will issue the exchange notes as global notes registered in the name of a common depositary for Clearstream, Luxembourg and Euroclear. Investors may hold book-entry interests in the global notes through organizations that participate, directly or indirectly, in Clearstream, Luxembourg and/or Euroclear. Book-entry interests in the exchange notes and all transfers relating to the exchange notes will be reflected in the book-entry records of Clearstream, Luxembourg and Euroclear.

The distribution of the exchange notes will be cleared through Clearstream, Luxembourg and Euroclear. Any secondary market trading of book-entry interests in the exchange notes will take place through participants in Clearstream, Luxembourg and Euroclear and will settle in same-day funds. Owners of book-entry interests in the exchange notes will receive payments relating to their exchange notes in U.S. dollars or Mexican pesos. Clearstream, Luxembourg and Euroclear have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market.

The policies of Clearstream, Luxembourg and Euroclear will govern payments, transfers, exchange and other matters relating to the investor’s interest in securities held by them. We have no responsibility for any aspect of the records kept by Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. We do not supervise these systems in any way.

Clearstream, Luxembourg and Euroclear and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

Except as provided below, owners of beneficial interest in the exchange notes will not be entitled to have the exchange notes registered in their names, will not receive or be entitled to receive physical delivery of the exchange notes in certificated form and will not be considered the owners or holders of the exchange notes under the indenture governing the exchange notes, including for purposes of receiving any reports delivered by us or the trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in an exchange note must rely on the procedures of Clearstream, Luxembourg and Euroclear and, if that person is not a participant, on the procedures of the participant through which that person owns its interest, in order to exercise any rights of a holder of exchange notes.

This description of the clearing systems reflects our understanding of the rules and procedures of Clearstream, Luxembourg and Euroclear as they are currently in effect. These systems could change their rules and procedures at any time. We have obtained the information in this section concerning Clearstream, Luxembourg and Euroclear and their book-entry systems and procedures from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information.

Beneficial interests in one global note may generally be exchanged for interests in another global note. Depending on whether the transfer is being made during or after the 40-day period commencing on the original issue date of the exchange notes, and to which global note the transfer is being made, the trustee may require the seller to provide certain written certifications in the form provided in the indenture.

A beneficial interest in a global note that is transferred to a person who takes delivery through another global note will, upon transfer, become subject to any transfer restrictions and other procedures applicable to beneficial interests in the other global note.

Clearstream, Luxembourg has advised that: it is a duly licensed bank organized as a société anonyme incorporated under the laws of Luxembourg and is subject to regulation by the Luxembourg Commission for the supervision of the financial sector (Commission de surveillance du secteur financier); it holds securities for its customers and facilitates the clearance and settlement of securities transactions among them, and does so through electronic book-entry transfers between the accounts of its customers, thereby eliminating the need for physical movement of certificates; it provides other services to its customers, including safekeeping, administration, clearance and settlement of internationally traded securities and lending and borrowing of securities; it interfaces with the domestic markets in over 30 countries through established depositary and custodial relationships; its customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other professional financial intermediaries; its U.S. customers are limited to securities brokers and dealers and banks; and indirect access to the Clearstream, Luxembourg system is also available to others that clear through Clearstream, Luxembourg customers or that have custodial relationships with its customers, such as banks, brokers, dealers and trust companies.

Euroclear has advised that: it is incorporated under the laws of Belgium as a bank and is subject to regulation by the Belgian Banking and Finance Commission (Commission Bancaire et Financiére) and the National Bank of Belgium (Banque Nationale de Belgique); it holds securities for its participants and facilitates the clearance and settlement of securities transactions among them; it does so through simultaneous electronic book-entry delivery against payments, thereby eliminating the need for physical movement of certificates; it provides other services to its participants, including credit, custody, lending and borrowing of securities and tri-party collateral management; it interfaces with the domestic markets of several countries; its customers include banks, including central banks, securities brokers and dealers, banks, trust companies and clearing corporations and certain other professional financial intermediaries; indirect access to the Euroclear system is also available to others that clear through Euroclear customers or that have custodial relationships with Euroclear customers; and all securities in Euroclear are held on a fungible basis, which means that specific certificates are not matched to specific securities clearance accounts.

We understand that investors that hold their exchange notes through Clearstream, Luxembourg or Euroclear accounts will follow the settlement procedures that are applicable to securities in registered form. Exchange notes will be credited to the securities custody accounts of Clearstream, Luxembourg and Euroclear participants on the business day following the settlement date for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

We understand that secondary market trading between Clearstream, Luxembourg and/or Euroclear participants will occur in the ordinary way following the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear. Secondary market trading will be settled using procedures applicable to securities in registered form.

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving the exchange notes through Clearstream, Luxembourg and Euroclear on business days. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States or Mexico.

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream, Luxembourg and Euroclear on the same business day as in the United States or Mexico.

U.S. and Mexican investors who wish to transfer their interests in the exchange notes, or to make or receive a payment or delivery of the exchange notes, on a particular day may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is used.

Clearstream, Luxembourg or Euroclear will credit payments to the cash accounts of participants in Clearstream, Luxembourg or Euroclear in accordance with the relevant systemic rules and procedures, to the extent received by its depositary. Clearstream, Luxembourg or the Euroclear, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Clearstream, Luxembourg or Euroclear participant only in accordance with its relevant rules and procedures.

Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the exchange notes among participants of Clearstream, Luxembourg and Euroclear. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

The initial purchasers will settle the exchange notes in immediately available funds. We will make all payments of principal and interest on the exchange notes in immediately available funds. Secondary market trading between participants in Clearstream, Luxembourg and Euroclear will occur in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg and Euroclear and will be settled using the procedures applicable to securities in immediately available funds. See “—Clearstream, Luxembourg and Euroclear” above.

Holders of exchange notes may own beneficial interests in the global notes through the facilities of Indeval, which is a participant in each of Clearstream, Luxembourg and Euroclear. Indeval is a privately owned securities depositary that is authorized and acts as a clearinghouse, depositary and central custodian for securities in Mexico. As such, Indeval provides settlement and transfer services and is the registration agent for Mexican securities transactions, eliminating the need for physical transfer of securities. We anticipate that Indeval will elect to receive payments on the exchange notes in Mexican pesos. Accordingly, we expect that holders who own beneficial interests in the exchange notes through Indeval will receive principal, interest, additional amounts and any other amounts due in respect of the exchange notes in Mexican pesos (rather than U.S. dollars). In addition, holders who own beneficial interests in the exchange notes through Indeval may be required to certify as to their residency in accordance with the procedures of Indeval.

If any these three events occurs, the trustee will reissue the exchange notes in fully certificated registered form and will recognize the registered holders of the certificated notes as holders under the indenture. In all cases, certificated notes delivered in exchange for any global note will be registered in the names, and issued in any approved denominations, requested by the common depository and will bear a legend indicating the transfer restrictions of that particular global note.

In the event that we issue certificated securities under the limited circumstances described above, then holders of certificated securities may transfer their notes in whole or in part upon the surrender of the certificate to be transferred, together with a completed and executed assignment form endorsed on the certificated note, at the offices of the transfer agent in New York City or, so long as the exchange notes are then admitted to trading on the Euro MTF, at the main office of the transfer agent in Luxembourg. Copies of this assignment form may be obtained at, as the case may be, the offices of the transfer agent in New York City and at the main office of the transfer agent in Luxembourg. Each time that we transfer or exchange a new note in certificated form for another note in certificated form, and after the transfer agent receives a completed assignment form, we will make available for delivery the new certificated note at, as the case may be, the offices of the transfer agent in New York City or at the main office of the transfer agent in Luxembourg. Alternatively, at the option of the person requesting the transfer or exchange, we will mail, at that person’s risk, the new certificated note to the address of that person that is specified in the assignment form.

For exchange notes issued in certificated form, we will pay interest as set forth in “Description of Notes—Additional Payment Provisions—Payments on Certificated Notes.”

Unless and until we issue the exchange notes in fully certificated, registered form,

If we issue the exchange notes in certificated registered form, so long as the exchange notes are listed on the Euro MTF, we will maintain a paying agent and a transfer agent in Luxembourg. We will also publish a notice in Luxembourg in a leading newspaper having general circulation in Luxembourg (which is expected to be d’Wort) if any change is made in the paying agent or the transfer agent in Luxembourg.

The following summary of certain Mexican federal and U.S. federal income tax considerations is based on the advice of Galicia y Robles, S.C., with respect to Mexican federal taxes, and on the advice of Cleary Gottlieb Steen & Hamilton LLP, New York, New York, with respect to U.S. federal income taxes. This summary contains a description of the principal Mexican federal and U.S. federal income tax consequences of the exchange offer and the ownership and disposition of the exchange notes, but does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to participate in the exchange offer. This summary does not describe any tax consequences arising under the laws of any state, locality or taxing jurisdiction other than the United States and Mexico.

This summary is based on the tax laws of Mexico and the United States as in effect on the date of this registration statement (including the tax treaty described below), as well as on rules and regulations of Mexico and regulations, rulings and decisions of the United States available on or before such date and now in effect. All of the foregoing are subject to change, which change could apply retroactively and could affect the continued validity of this summary.

Holders of original notes considering an exchange of original notes for exchange notes should consult their own tax advisers as to the Mexican, United States or other tax consequences of the ownership and disposition of the exchange notes and the exchange of original notes for exchange notes, including, in particular, the application to their particular situations of the tax considerations discussed below, as well as the application of state, local, foreign or other tax laws.

The following is a general summary of the principal consequences under the Mexican Income Tax Law (Ley del Impuesto sobre la Renta) and rules and regulations thereunder, as currently in effect, of the purchase, ownership and disposition of the exchange notes and the exchange of original notes for exchange notes by a holder that is not a resident of Mexico and that will not hold exchange notes or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment in Mexico (a “foreign holder”).

For purposes of Mexican taxation, tax residency is a highly technical definition that involves the application of a number of factors. Generally, an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is considered a resident if it has established in Mexico its principal place of business management or its effective seat of business management. However, any determination of residence should take into account the particular situation of each person or legal entity.

The exchange of original notes for exchange notes gives rise to no tax implications in Mexico.

The United States and Mexico have entered into a Convention for the Avoidance of Double Taxation (collectively, with subsequent Protocols thereto, referred to as the “tax treaty”). Provisions of the tax treaty that may affect the taxation of certain United States holders are summarized below. The United States and Mexico have also entered into an agreement that covers the exchange of information with respect to tax matters. Mexico has also entered into and is negotiating several other tax treaties that may reduce the amount of Mexican withholding tax to which payments of interest on the exchange notes may be subject. Prospective participants in the exchange offer should consult their own tax advisors as to the tax consequences, if any, of such treaties.

Payments of Interest, Principal and Premium, in Respect of the Exchange Notes

Under the Mexican Income Tax Law, payments of interest we make in respect of the exchange notes (including payments of principal in excess of the issue price of such notes, which, under Mexican law, are deemed to be interest) to a foreign holder will generally be subject to a Mexican withholding tax assessed at a rate of 4.9% if (1) the exchange notes are placed through banks or brokerage houses (casas de bolsa) in a country with which Mexico has entered into a tax treaty for the avoidance of double taxation, which is in effect, (2) the documents evidencing this offer to exchange and the exchange notes are notified to the CNBV, pursuant to the Mexican Securities Market Law, and (3) the information requirements specified by the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público, or the “SHCP”) under its general rules are satisfied. In case such requirements are not met, the applicable withholding tax rate will be 10%. We believe that because the conditions described in (1) through (3) above will be satisfied, except as described below, the applicable withholding tax rate will be 4.9% and we expect to withhold tax at such rate.

Under general regulations published in the Official Gazette of the Federation (Diario Oficial de la Federación), which regulations are subject to amendment, supplement or repeal, the information requirements which must be satisfied, according to the SHCP, are generally that: (a) we provide the Mexican tax authorities with a copy of the documents evidencing this offer to exchange and the exchange notes, as notified to the CNBV, pursuant to the Mexican Securities Market Law, (b) we timely file with the Mexican tax authorities, after completion of the transaction contemplated by this registration statement, certain information relating to the issuance of the exchange notes and notify the Mexican tax authorities of any changes or modifications thereto, (c) we timely file, on a quarterly basis, with the Mexican tax authorities information representing that no party related to us, jointly or individually, directly or indirectly, is the effective beneficiary of 5% or more of the aggregate amount of each interest payment, and (d) we maintain records which evidence compliance with items (a), (b) and (c) above.

A higher income tax withholding rate (currently up to a maximum of 28%) will be applicable when the effective beneficiaries of payments treated as interest, whether directly or indirectly, individually or collectively with related persons, who receive more than 5% of the aggregate amount of such payments on the exchange notes are (1) our shareholders who own, directly or indirectly, individually or collectively with related persons, more than 10% of our voting stock, or (2) entities more than 20% of whose stock is owned, directly or indirectly, individually or collectively with related persons, by us or by persons related to us. For such purposes, under the Mexican Income Tax Law, persons are considered related if one possesses an interest in the business of the other, common interests exist between them, or a third person holds an interest in the business or property of both persons.

Under the Mexican Income Tax Law, payments of interest we make with respect to the exchange notes to a non-Mexican pension or retirement fund generally will be exempt from Mexican withholding taxes, provided that (1) the fund is the effective beneficiary of such interest income, (2) the fund is duly established pursuant to the laws of its country of origin, (3) the relevant interest income is exempt from taxation in such country, and (4) the fund is duly registered with the SHCP’s Registry of Banks, Finance Entities, Pension Funds and Foreign Investment Funds.

We have agreed, subject to specified exceptions and limitations, to pay additional amounts to the holders of exchange notes in respect of the Mexican withholding taxes mentioned above. If we pay additional amounts in respect of such Mexican withholding taxes, any refunds of such additional amounts will be for our account. See “Description of the Notes—Payment of Additional Amounts.”

Holders or beneficial owners of exchange notes may be requested to provide certain information or documentation necessary to enable us to establish the appropriate Mexican withholding tax rate applicable to such holders or beneficial owners. In the event that the specified information or documentation concerning the holder or beneficial owner, if requested, is not provided on a timely basis, our obligations to pay additional amounts may be limited as set forth under “Description of the Notes—Payment of Additional Amounts.”

In the event of certain changes in the applicable rate of Mexican withholding taxes on payments of interest, we may redeem the exchange notes, in whole (but not in part) at any time, as a price equal to 100% of their principal amount plus accrued interest and any additional amounts due thereon to the redemption date. See “Description of Exchange Notes—Redemption.”

Under the Mexican Income Tax Law, payments of principal we make to a foreign holder of the exchange notes will not be subject to any Mexican withholding or similar taxes.

The application of Mexican tax law provisions to capital gains realized on the disposition of exchange notes by foreign holders is unclear. We expect that no Mexican tax will be imposed on transfers of exchange notes between foreign holders effected outside of Mexico.

A foreign holder will not be liable for estate, gift, inheritance or similar taxes with respect to its holdings of exchange notes. There are no Mexican stamp, issue registration or similar taxes payable by a foreign holder with respect to exchange notes.

The following is a summary of certain United States federal income tax consequences of the exchange offer and the ownership and disposition of exchange notes issued pursuant to the exchange offer that may be relevant to a beneficial owner of original notes that is a citizen or resident of the United States or a domestic corporation or otherwise subject to United States federal income tax on a net income basis in respect of the original notes (a “U.S. holder”). It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a particular investor’s decision to invest in exchange notes.

In addition, except as noted below, this summary deals only with investors that are U.S. holders who acquire the exchange notes in the United States as part of the initial offering of the exchange notes, who will own the exchange notes as capital assets, and whose functional currency is the U.S. dollar. It does not address U.S. federal income tax considerations applicable to investors who own or are treated as owning 10% or more of our voting shares (including ADSs) or who may be subject to special tax rules, such as banks, regulated investment companies, real estate investment trusts, financial institutions, tax-exempt entities, insurance companies or dealers in securities or currencies, certain short-term holders of exchange notes, or persons that hedge their exposure in the exchange notes or will hold exchange notes as a position in a “straddle” or conversion transaction or as part of a “synthetic security” or other integrated financial transaction. U.S. holders should be aware that the U.S. federal income tax consequences of holding the exchange notes may be materially different for investors described in the previous sentence.

Neither the registration of the original notes pursuant to our obligations under the registration rights agreement nor the U.S. holder’s receipt of exchange notes in exchange for original notes will constitute a taxable event for U.S. federal income tax purposes. The exchanging U.S. holder will retain the tax basis in the exchange notes that the holder had in the original notes, and a U.S. holder’s holding period for the exchange notes will include such U.S. holder’s holding period for the original notes before such original notes were registered.

Payments of the gross amount of interest and additional amounts (as defined in “Description of the Exchange Notes—Payment of Additional Amounts,” i.e., including amounts withheld in respect of Mexican

withholding taxes) with respect to an exchange note are determined by reference to Mexican pesos and paid in U.S. dollars (unless a holder of the exchange notes elects to receive a particular payment in Mexican pesos). For purposes of the following discussion, references to interest include any additional amounts.

A U.S. holder that uses a cash method of tax accounting will include interest as ordinary income when paid. The amount of interest income realized by a cash basis U.S. holder will be the U.S. dollar amount received (or the U.S. dollar value of the payment based on the exchange rate in effect on the date of receipt if the payment is received in Mexican pesos). A U.S. holder that uses an accrual method of tax accounting must accrue interest in accordance with either of two methods. Under the first method, an accrual basis U.S. holder will accrue interest income on the exchange note in Mexican pesos and translate the amount accrued into U.S. dollars based on the average exchange rate in effect during the interest accrual period (or portion thereof within the U.S. holder’s taxable year). Under the second method, an accrual basis U.S. holder will accrue interest income at the spot rate of exchange on the last day of the accrual period (or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year), or at the spot rate of exchange on the date of receipt, if such date is within five business days of the last day of the accrual period. A U.S. holder that makes an election under the second method must apply it consistently to all debt instruments from year to year and cannot change the election without the consent of the U.S. Internal Revenue Service (the “IRS”).

An accrual basis U.S. holder will recognize foreign currency gain or loss on the receipt of an interest coupon paid in U.S. dollars if the amount actually received differs from the amount of the interest income accrued, to the extent that the difference is attributable to a difference between the exchange rate used to accrue that income and the exchange rate used to compute the U.S. dollar amount of the interest payment. If an accrual basis U.S. holder receives the payment in Mexican pesos, such U.S. holder will recognize foreign currency gain or loss on the receipt of the interest coupon if the exchange rate in effect on the date the payment is received differs from the exchange rate applicable to the previous accrual of that interest income. Foreign currency gain or loss will be treated as ordinary income or loss, but generally will not be treated as an adjustment to interest income received on the exchange note. A cash basis U.S. holder that elects to receive a particular interest payment in Mexican pesos generally will not recognize foreign currency gain or loss on the receipt of such payment.

A U.S. holder generally will recognize gain or loss on the sale, redemption or other disposition of the exchange notes (other than an exchange of original notes for exchange notes, as described in “—Registration Rights and Exchange Offer”) in an amount equal to the difference between the amount realized on such sale, redemption or other disposition (less any amounts attributable to accrued but unpaid interest, which will be taxable as such) and the U.S. holder’s adjusted tax basis in the exchange notes.

If a U.S. holder elects to receive payment of principal in Mexican pesos upon maturity or retirement of an exchange note, the amount realized generally will be the U.S. dollar value of the Mexican pesos received, calculated at the exchange rate in effect on the date the exchange note matures or is retired. Similarly, if an exchange note is sold before maturity for an amount denominated in Mexican pesos, the amount realized generally will be the U.S. dollar value of the Mexican pesos received, calculated at the exchange rate in effect on the date the exchange note is sold. If the exchange notes are traded on an established securities market, however, a cash basis U.S. holder (or an electing accrual basis U.S. holder) will determine its amount realized by using the exchange rate in effect on the settlement date.

Subject to the foreign currency rules discussed below, gain or loss realized by a U.S. holder on such sale, redemption or disposition generally will be long-term capital gain or loss if, at the time of the disposition, the exchange notes have been held for more than one year. The deductibility of capital losses is subject to limitations.

If a U.S. holder pays the purchase price of an exchange note in Mexican pesos, a portion of its gain or loss with respect to the principal amount of the exchange note may be treated as exchange gain or loss, which is

treated as ordinary income or loss. For these purposes, the principal amount of the exchange note will be the U.S. holder’s purchase price for the exchange note in Mexican pesos, and the amount of exchange gain or loss recognized is equal to the difference between (i) the U.S. dollar value of the principal amount determined on the date of the sale, redemption or other disposition of the exchange note and (ii) the U.S. dollar value of the principal amount determined on the date the U.S. holder purchased the exchange note or original note. The amount of exchange gain or loss will be limited to the amount of overall gain or loss realized on the disposition of the exchange note.

The Mexican withholding tax that is imposed on interest will be treated as a foreign income tax eligible, subject to generally applicable limitations and conditions under U.S. tax law, for credit against a U.S. holder’s United States federal income tax liability or, at the U.S. holder’s election, for deduction in computing the holder’s taxable income. Interest and additional amounts paid on the exchange notes generally will constitute foreign source “passive income.” Gain or loss realized by a U.S. holder on the sale or other disposition of an exchange note generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.

The calculation and availability of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions, involves the application of complex rules that depend on a U.S. holder’s particular circumstances. U.S. holders should consult their own tax advisors regarding the availability of foreign tax credits and the treatment of additional amounts.

The paying agent may be required to file information returns with the U.S. Internal Revenue Service with respect to payments made to certain U.S. holders on the exchange notes. A U.S. holder may be subject to backup withholding on the payments that the U.S. taxpayer receives on the exchange notes unless such U.S. holder (i) is a corporation or comes within certain other exempt categories and demonstrates this fact, or (ii) provides a correct taxpayer identification number on an IRS Form W-9, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. Any amounts withheld under these rules will be allowed as a credit against such U.S. holder’s United States federal income tax liability and may entitle such U.S. holder to a refund, provided that the required information is furnished to the IRS.

A holder or beneficial owner of exchange notes that is not a U.S. holder (a “non-U.S. holder”) generally will not be subject to U.S. federal income or withholding tax on interest received on the exchange notes. In addition, a non-U.S. holder will not be subject to U.S. federal income or withholding tax on gain realized on the sale of exchange notes unless, in the case of gain realized by an individual non-U.S. holder, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met.

The following requirements apply only to broker-dealers. If you are not a broker-dealer as defined in Section 3(a)(4) and Section 3(a)(5) of the Exchange Act, these requirements do not affect you.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such original notes were acquired as a result of market-making activities or other trading activities. We and Telcel have agreed that, for a period of up to 120 days from the last date on which original notes are accepted for exchange, we and Telcel will amend or supplement this prospectus, if requested by any broker-dealer for use in connection with any resale of exchange notes received in exchange for original notes.

We will not receive any proceeds from any sale of exchange notes by broker-dealers.

Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes.

Any broker-dealer that resells exchange notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of those exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on any resale of exchange notes and any commissions or concessions received by any of those persons may be deemed to be underwriting compensation under the Securities Act. By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 120 days from the last date on which original notes are accepted for exchange, we will promptly send additional copies of this prospectus and any amendment or supplement to the prospectus to any broker-dealer that requests those documents. We have agreed to pay all expenses incident to the exchange offer, other than commissions or concessions of any brokers or dealers, and will indemnify any broker-dealer as a holder of the exchange notes against certain liabilities, including liabilities under the Securities Act.

The validity of the exchange notes offered hereby will be passed upon by Cleary Gottlieb Steen & Hamilton LLP, our United States counsel. Certain matters of Mexican law relating to the exchange notes will be passed upon by Galicia y Robles, S.C., our Mexican counsel.

The consolidated financial statements of América Móvil, S.A.B. de C.V. appearing in our Annual Report on Form 20-F for the year ended December 31, 2006 and our management’s assessment of the internal control over financial reporting as of December 31, 2006 have been audited by Mancera, S.C., a Member Practice of Ernst & Young Global, an independent public registered accounting firm, as set forth in their report thereon included therein and incorporated herein by reference. Mancera, S.C.’s report on the consolidated financial statements for the years 2004, 2005 and 2006, are based in part on the report of BDO Seidman, LLP, independent registered certified public accounting firm. Such consolidated financial statements and management’s assessment are incorporated herein by reference in reliance upon such reports given on the authority of such firms as experts in accounting and auditing.

1. We have applied to have the exchange notes admitted for listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, the alternative market of the Luxembourg Stock Exchange. However, even if admission to listing is obtained, we will not be required to maintain it.

2. The exchange notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. The Common Code and ISIN numbers for the exchange notes are as follows:

3. We have obtained all necessary consents, approvals and authorizations in connection with the issuance and performance of the exchange notes. Resolutions of our board of directors, dated February 7, 2006, authorized the issuance of the exchange notes. Resolutions of Telcel’s board of directors, dated February 7, 2006, authorized execution and delivery of the guarantees.

4. Except as described in this prospectus, including the document incorporated by reference herein, there are no pending actions, suits or proceedings against or affecting us or any of our subsidiaries or any of their respective properties, which, if determined adversely to us or any such subsidiary, would individually or in the aggregate have an adverse effect on our financial condition and that of our subsidiaries taken as a whole or would adversely affect our ability to perform our obligations under the exchange notes or which are otherwise material in the context of the issue of the exchange notes, and, to the best of our knowledge, no such actions, suits or proceedings are threatened.

5. Except as described in this prospectus, since December 31, 2006, there has been no change (or any development or event involving a prospective change of which we are or might reasonably be expected to be aware) which is materially adverse to our financial condition and that of our subsidiaries taken as a whole.

6. For so long as any of the exchange notes are outstanding and admitted for listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, copies of the following items in English will be available free of charge from The Bank of New York (Luxembourg) S.A., our listing agent, at its office at Aerogolf Center, 1A Hoehenhof, L-1736 Senningerberg, Luxembourg:

For as long as any of the exchange notes are outstanding and admitted for listing on the Official List of on the Luxembourg Stock Exchange and trading on the Euro MTF market, copies of our current annual financial statements and unaudited financial information may be obtained from our Luxembourg listing agent at its office listed above. We currently publish our unaudited financial information on a quarterly basis. We do not prepare non-consolidated financial statements. Telcel does not publicly disclose or file its financial statements.

During the same period, the indenture, the supplemental indenture and a copy of our articles of incorporation will be available for inspection at the offices of The Bank of New York and The Bank of New York (Luxembourg) S.A. We will, for so long as any notes are admitted for listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF market, maintain a paying agent in New York, as well as in Luxembourg.

7. Copies of our constitutive documents are available at the office of The Bank of New York (Luxembourg) S.A., the paying agent in Luxembourg.

8. América Móvil, S.A.B. de C.V. is a sociedad anónima bursátil de capital variable organized under the laws of Mexico with its principal executive offices at Lago Alberto No. 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, C.P. 11320, México D.F., México. We were incorporated on September 29, 2000. Our corporate object, as stated in Article Third of our bylaws, is to carry out any object not prohibited by law. We were registered in the Public Registry of Commerce (Registro Público de Comercio) of Mexico City on October 13, 2000 under the number 263770.

9. Radiomóvil Dipsa, S.A. de C.V. is a sociedad anónima de capital variable organized under the laws of Mexico with its principal executive offices at Lago Alberto No. 366, Edificio Telcel I, Piso 2, Colonia Anáhuac, C.P. 11320, México D.F., México. Telcel was incorporated on February 8, 1956. Telcel’s corporate object, as stated in Article 3 of Telcel’s bylaws, is to provide telecommunications services in Mexico and to take any other actions not prohibited by law. Telcel was registered in the Public Registry of Commerce (Registro Público de Comercio) of Mexico City on April 6, 1956 under the number 498.

10. The trustee for the exchange notes is The Bank of New York (as successor to JPMorgan Chase Bank, N.A.)., having its office at 101 Barclay Street, New York, New York 10286. The terms and conditions of our appointment of The Bank of New York as trustee, including the terms and conditions under which The Bank of New York may be replaced as trustee, are contained in the indenture and the supplemental indenture available for inspection at the offices of The Bank of New York and The Bank of New York (Luxembourg) S.A.

11. The amount of our paid-in, authorized capital stock was Ps.35,451 million as of June 30, 2007. Our capital stock is comprised of three series: Series AA; Series A; and Series L. Each AA Share and A Share entitles the holder thereof to one vote at any meeting of our shareholders. Each L Share entitles the holder thereof to one vote solely on certain limited matters. The amount of Telcel’s paid-in, authorized capital stock was Ps.12,108 as of June 30, 2007. For further information about our capital structure, including information about the number of shares outstanding in each class, see “Item 7—Major Shareholders and Related Party Transactions—Major Shareholders” in our 2006 Form 20-F.

12. The members of Telcel’s board of directors are Daniel Hajj Aboumrad, Carlos José García Moreno Elizondo and Alejandro Cantú Jiménez. Daniel Hajj Aboumrad, Fernando Benjamín Ocampo Carapia and Eutimio Quevedo Rivera are the chief executive officer, chief financial officer and chief accounting officer, respectively, of Telcel.


Period	High	Low	Average⁽¹⁾	Period End
2002	10.4250	9.0020	9.7458	10.4250
2003	11.4063	10.1130	10.8463	11.2420
2004	11.6350	10.8050	11.3095	11.1540
2005	11.4110	10.4135	10.8680	10.6275
2006	11.4600	10.4315	10.9023	10.7995

2007
January	11.0920	10.7650
February	11.1575	10.9170
March	11.1846	11.0130
April	11.0305	10.9240
May	10.9308	10.7380
June	10.9785	10.7116
July	11.0110	10.7276
August	11.2692	10.9265
September	11.1482	10.9255


	As of June 30, 2007
	Actual
	(millions of Mexican pesos)		(millions of U.S. dollars
	(unaudited)
Debt:
Denominated in U.S. dollars:
Fixed rate senior notes	30,349		2,793
Floating rate senior notes	5,433		500
Syndicated bank loans	21,732		2,000
Export-import bank loans	847		78
Other	1,166		107

Total	59,527		5,478

Denominated in Mexican pesos:
Senior notes	13,000		1,196
Domestic senior notes (certificados bursátiles)	5,650		520
Leasing	3,534		325
Other	—		—

Total	22,184		2,041

Denominated in Colombian pesos	4,994		460

Denominated in other currencies	5,880		541

Total debt	92,585		8,520
Less short-term debt and current portion of long-term debt	8,862		816

Long-term debt	83,723		7,704

Stockholders’ equity:
Capital stock	35,451		3,263
Retained earnings	106,902		9,838
Other accumulated comprehensive loss items	(12,117	)	(1,115	)
Minority interest	616		57

Total shareholders’ equity	130,852		12,043

Total capitalization (total long-term debt and shareholders’ equity)	223,437		20,563


Common Code		ISIN Number
032549128		US02364WAM73


LEGAL ADVISORS TO THE ISSUER AND GUARANTOR

As to United States Law Cleary Gottlieb Steen & Hamilton LLP		As to Mexican Law Galicia y Robles, S.C.
One Liberty Plaza New York, New York 10006		Blvd. Manuel Ávila Camacho No. 24, Piso 7
United States		Lomas de Chapultepec 11000 México, D.F. México


About this Prospectus		ii

Incorporation of Certain Documents by Reference		ii

Where You Can Find More Information		ii

Enforceability of Civil Liabilities		iii

Forward-Looking Statements		iii

Presentation of Financial Information		iv

Market Information		v

Prospectus Summary		1

Risk Factors		13

Use of Proceeds		15

Exchange Rates		15

Ratio of Earnings to Fixed Charges		16

Capitalization		17

The Exchange Offer		18

Description of Exchange Notes		27

Form of Notes, Clearing and Settlement		42

Taxation		46

Plan of Distribution		51

Validity of the Exchange Notes		52

Experts		52

Listing and General Information		53


	Year ended December 31,					Six months ended June 30,
	2002	2003	2004	2005	2006	2006	2007
	(as adjusted)
Mexican FRS	4.6	5.5	5.7	4.6	7.3	6.3	10.5
U.S. GAAP	5.1	5.8	5.5	4.5	7.0	5.9	10.1