SC TO-T/A

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

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)

MICROCELL TELECOMMUNICATIONS INC.
(Name of Subject Company (Issuer))

TELUS CORPORATION
(Name of Filing Person (Offeror))

CLASS A RESTRICTED VOTING SHARES,
CLASS B NON-VOTING SHARES, WARRANTS 2005 and WARRANTS 2008
(Titles of Classes of Securities)

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

Audrey T. Ho
Vice President, Legal Services and General Counsel
TELUS Corporation
8-555 Robson Street
Vancouver, British Columbia V6B 3K9, Canada
(604) 697-8044
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Person)

CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 590-9200
(Name, address and telephone number of agent for service in the United States)

Copies to:
Christopher W. Morgan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
222 Bay Street, Suite 1750
Toronto, Ontario M5K 1J5, Canada
(416) 777-4700

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
U.S.$798,065,574	U.S.$101,115

* Estimated for purposes of calculating the amount of the filing fee only. The Transaction Valuation is the sum of (1) the product of 235,961 class A restricted voting shares (“Class A Shares”), of Microcell Telecommunications Inc. (“Microcell”), and consideration of Cdn.$29.00 per Class A Share in cash plus (2) the product of 34,827,210 (which includes 5,747,857 outstanding stock options and warrants for) class B non-voting shares (“Class B Shares”), of Microcell and the tender offer consideration of Cdn.$29.00 per Class B Share in cash plus (3) the product of 3,998,302 Warrants 2005 (“Warrants 2005”), of Microcell and the tender offer consideration of Cdn.$9.67 per Warrant 2005 in cash plus (4) the product of 6,663,943 Warrants 2008 (“Warrants 2008”), of Microcell and the tender offer consideration of Cdn.$8.89 per Warrant 2008 in cash, converted to U.S. dollars at the May 13, 2004, noon spot exchange rate as reported by the Bank of Canada (Cdn.$1.3968 = U.S.$1.00). The maximum number of Microcell securities to be acquired in the tender offers is based on Microcell’s outstanding share capital as at May 3, 2004 as set forth in a press release issued by Microcell, dated May 5, 2004, which was attached to a Form 6-K filed by Microcell with the United States Securities and Exchange Commission on May 5, 2004.

** The amount of the filing fee calculated in accordance with Rule 0-11 of the United States Securities Exchange Act of 1934, as amended, and Fee Advisory #7 for Fiscal Year 2004 issued by the United States Securities and Exchange Commission on January 26, 2004, equals the product of 0.0001267 and the Transaction Valuation.

[X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid:	U.S.$101,115	Filing Party:	TELUS Corporation
Form or Registration No.:	Schedule TO-T	Date Filed:	May 17, 2004

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

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X]	third-party tender offer subject to Rule 14d-1.	[_]	issuer tender offer subject to Rule 13e-4.
[_]	going-private transaction subject to Rule 13e-3.	[_]	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [_]

                This Amendment No. 1 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) originally filed with the United States Securities and Exchange Commission on May 17, 2004 by TELUS Corporation, a company governed by the laws of British Columbia (“TELUS”), relating to the offers by TELUS to purchase all of the issued and outstanding class A restricted voting shares (“Class A Shares”), class B non-voting shares (“Class B Shares” and, collectively with the Class A Shares, together with the associated Rights, the “Shares,” including Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights other than the Rights), Warrants 2005 (“Warrants 2005”), and Warrants 2008 (“Warrants 2008”), of Microcell Telecommunications Inc. at a purchase price of Cdn.$29.00 per Class A Share, Cdn.$29.00 per Class B Share, Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per Warrant 2008, in each case, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offers to Purchase and Circular, dated May 17, 2004 (the “Offers to Purchase”), and the related Letters of Acceptance and Transmittal, which, together with any amendments or supplements thereto, collectively, constitute the “Offering Materials.” The information set forth in the Offering Materials is hereby incorporated by reference with respect to Items 1 through 9 and 11 of this Schedule TO. Except where otherwise indicated in this Schedule TO, all references to “dollars” or “$” are to Canadian dollars. Capitalized terms used but not defined in this Schedule TO shall have the meanings ascribed thereto in the Offering Materials.

Item 1.     Summary Term Sheet.

                Item 1 of the Schedule TO is amended and supplemented in the manner set forth below.

                In the “Summary Term Sheet,” the response to the question “What Is the Purpose of Your Offers?” is amended and restated in its entirety as follows:

                The purpose of our offers is to enable us to acquire all of the Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 and is consistent with our strategy to focus on the growth markets of wireless, Internet Protocol and data as well as building national capabilities. We believe that consummation of the offers would increase the speed at which we can enhance our position, particularly in Québec and Ontario given the location of Microcell’s customer base. The offers are also consistent with the current North American consolidation in the scale-driven wireless business. See Section 4 of the Circular.

                In the “Summary Term Sheet,” the response to the question “How Much Are You Offering to Pay? What Is the Form of Payment? Will I Have to Pay Any Fees or Commissions if I Deposit in Your Offers?” is amended and restated in its entirety as follows:

                We are offering to pay $29.00 per Class A Share, $29.00 per Class B Share, $9.67 per Warrant 2005 and $8.89 per Warrant 2008 of Microcell, in each case, net to you in cash, without interest.

                On May 14, 2004, the Bank of Canada noon spot exchange rate for Canadian dollars per U.S.$1.00 was $1.3925. For example, if you received payment in Canadian dollars and exchanged it for U.S. dollars at that exchange rate, you would have received U.S.$20.83 per Class A Share, U.S.$20.83 per Class B Share, U.S.$6.94 per Warrant 2005 and U.S.$6.38 per Warrant 2008 (excluding any currency exchange fees or commissions). Although the offer prices of $29.00 per Class A Share, $29.00 per Class B Share, $9.67 per Warrant 2005 and $8.89 per Warrant 2008 of Microcell are fixed, the amount you would receive in U.S. dollars with respect to each of the foregoing Microcell securities will vary with the Canadian dollar to U.S. dollar exchange rate, which may be higher or lower than $1.3925 per U.S.$1.00 at the time of exchange. All amounts payable by us for your Microcell securities will be paid promptly in Canadian currency upon our take up of Microcell securities under our offers. If applicable to your situation, you should obtain a current quote of the exchange rate before deciding whether to deposit your Microcell securities.

                You will not be obligated to pay any brokerage fee or commission with respect to the purchase of Microcell securities by us pursuant to our offers if you accept our offers by depositing your Microcell securities directly with Computershare Trust Company of Canada, the depositary for our offers, or by utilizing the services of any member of the soliciting dealer group for our offers. If a depositing securityholder owns Microcell securities through a broker or other nominee and such broker or nominee deposits securities on the securityholder’s behalf, the broker or nominee may charge a fee for performing this service. We will pay all stock transfer taxes with respect to the transfer and sale of Microcell securities pursuant to our offers, except if payment of the purchase price is to be made to, or if certificates for Microcell securities not deposited or not accepted for payment are to be registered in the name of, any person other than the registered holder(s), or if deposited certificates for Microcell securities are registered in the name of any person other than the person(s) signing the Letter of Acceptance and Transmittal, the amount of any stock transfer taxes payable on account of the transfer to such other person will be deducted from the purchase price of such Microcell securities purchased unless evidence satisfactory to us of the payment of such taxes, or exemption therefrom, is submitted. See Section 3 of the Offers to Purchase.

                In the “Summary Term Sheet,” the response to the question “Can I Withdraw Microcell Securities That I Previously Deposited in Your Offers? Until What Time May I Withdraw Previously Deposited Microcell Securities?” is amended and restated in its entirety as follows:

                Yes.   You can withdraw some or all of the Microcell shares and warrants that you validly deposited in our offers at any time prior to the expiry time. Once we accept your deposited Microcell shares and warrants for payment upon the expiration of our offers, you will no longer be able to withdraw them, except if they have not been paid for within three business days of such acceptance or in accordance with applicable law. In addition, if we have not agreed to accept your Microcell shares or warrants for payment by July 15, 2004, you can withdraw them at any time thereafter, provided that your Microcell shares or warrants have not been accepted for payment prior to the receipt by the depositary of a notice of withdrawal in respect of such shares or warrants. See Section 6 of the Offers to Purchase.

                In the “Summary Term Sheet,” the response to the question “If the Microcell Shares are Deposited and Taken Up, Will Microcell Continue as a Public Company?” is amended and restated in its entirety as follows:

                In all likelihood, no. Following the purchase of Class A and Class B Shares in our offers, if over 90% of each such class are purchased, we expect to consummate a compulsory acquisition transaction as provided under applicable Canadian law. If less than 90% of the outstanding shares of each such class are deposited and purchased in our offers or if for some other reason we cannot complete a compulsory acquisition transaction under applicable law, but the minimum deposit condition to our offer for the Class A Shares is satisfied, we intend to complete a subsequent acquisition transaction to acquire the remaining publicly held Microcell shares. In a compulsory acquisition transaction or a subsequent acquisition transaction, you may have dissent and appraisal rights entitling you to be paid the fair value of your Microcell shares as determined by a Canadian court. If a compulsory acquisition transaction or subsequent acquisition transaction is carried out, we expect to effect the acquisition of the remaining publicly held Warrants 2005 and Warrants 2008 pursuant to the terms of the indentures governing the Warrants 2005 and Warrants 2008. See Section 5 of the Circular.

                Even if for some reason a compulsory acquisition transaction or subsequent acquisition transaction does not take place, if we purchase all of the deposited Microcell shares and warrants, then there may be so few remaining shareholders and warrantholders and publicly held Microcell shares and warrants that the Microcell shares and warrants will no longer be eligible to be traded on the Toronto Stock Exchange, there may not be a public trading market for the Microcell shares or warrants, and Microcell may cease to make filings with the Canadian securities regulatory authorities and the United States Securities and Exchange Commission or otherwise no longer be required to comply with their rules relating to publicly held companies. See Section 13 of the Circular.

Item 4.     Terms of the Transaction.

                Section (a) of Item 4 of the Schedule TO is amended and supplemented in the manner set forth below.

                In “Notice to Securityholders in the United States,” the second paragraph is amended and restated in its entirety as follows:

                SECURITYHOLDERS OF MICROCELL SHOULD BE AWARE THAT THE PURCHASE BY THE OFFEROR OF THE SECURITIES HELD BY THEM AS DESCRIBED HEREIN MAY HAVE TAX CONSEQUENCES BOTH IN THE UNITED STATES AND CANADA. THE MATERIAL TAX CONSEQUENCES FOR SECURITYHOLDERS WHO ARE RESIDENT IN, OR CITIZENS OF, THE UNITED STATES OR CANADA ARE DESCRIBED IN SECTION 16 OF THE CIRCULAR, “MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” AND SECTION 17 OF THE CIRCULAR, “MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS”, RESPECTIVELY.

                In “Offers to Purchase – Section 3. Manner of Acceptance – Letters of Acceptance and Transmittal,” the second sentence of the third paragraph is amended and restated in its entirety as follows:

The signature on the applicable Letter of Acceptance and Transmittal must be guaranteed by an Eligible Institution or in some other manner acceptable to the Depositary (except that no guarantee is required for the signature of a depositing Securityholder which is an Eligible Institution) if it is signed by a Person other than the registered owner(s) of the Securities being deposited, or if the Securities not purchased are to be returned to a Person other than such registered owner(s) or sent to an address other than the address of the registered owner(s) as shown on the registers of Microcell, or if payment is to be issued in the name of a Person other than the registered owner(s) of the Securities being deposited.

                In “Offers to Purchase – Section 3. Manner of Acceptance – General,” the last paragraph is amended and restated in its entirety as follows:

                DEPOSITING SECURITYHOLDERS WILL NOT BE OBLIGATED TO PAY ANY BROKERAGE FEE OR COMMISSION WITH RESPECT TO THE PURCHASE OF SECURITIES BY THE OFFEROR PURSUANT TO THE OFFERS, IF THEY ACCEPT THE OFFERS BY DEPOSITING THEIR SECURITIES DIRECTLY WITH THE DEPOSITARY OR BY UTILIZING THE SERVICES OF ANY MEMBER OF THE SOLICITING DEALER GROUP TO ACCEPT THE OFFERS. IF A DEPOSITING SECURITYHOLDER OWNS SECURITIES THROUGH A BROKER OR OTHER NOMINEE AND SUCH BROKER OR NOMINEE DEPOSITS SECURITIES ON THE SECURITYHOLDER’S BEHALF, THE BROKER OR NOMINEE MAY CHARGE A FEE FOR PERFORMING THIS SERVICE. THE OFFEROR WILL PAY ALL STOCK TRANSFER TAXES WITH RESPECT TO THE TRANSFER AND SALE OF SECURITIES PURSUANT TO THE OFFERS, EXCEPT IF PAYMENT OF THE PURCHASE PRICE IS TO BE MADE TO, OR IF CERTIFICATES FOR SECURITIES NOT DEPOSITED OR NOT ACCEPTED FOR PAYMENT ARE TO BE REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE REGISTERED HOLDER(S), OR IF DEPOSITED CERTIFICATES FOR SECURITIES ARE REGISTERED IN THE NAME OF ANY PERSON OTHER THAN THE PERSON(S) SIGNING THE LETTER OF ACCEPTANCE AND TRANSMITTAL, THE AMOUNT OF ANY STOCK TRANSFER TAXES PAYABLE ON ACCOUNT OF THE TRANSFER TO SUCH OTHER PERSON WILL BE DEDUCTED FROM THE PURCHASE PRICE OF SUCH SECURITIES PURCHASED UNLESS EVIDENCE SATISFACTORY TO THE OFFEROR OF THE PAYMENT OF SUCH TAXES, OR EXEMPTION THEREFROM, IS SUBMITTED.

                In “Offers to Purchase – Section 10. Changes in Capitalization; Dividends and Distributions; Liens,” the following sentence is inserted before the last sentence of the fourth paragraph:

In the event of any reduction in the amount paid per Share or Warrant under the Offers resulting from a cash dividend, distribution or payment as described above, the Offers will be extended, if necessary, in accordance with Section 5 of the Offers To Purchase entitled “Extension and Variation of the Offers” such that not less than ten business days remain before the Offers expire.

                In “Circular – Section 18. Financial Advisor, Dealer Managers and Depositary,” the second to last paragraph is amended and restated in its entirety as follows:

                Depositing Securityholders will not be obligated to pay any brokerage fee or commission with respect to the purchase of Securities by the Offeror pursuant to the Offers if they accept the Offers by depositing their Securities directly with the Depositary or by utilizing the services of any member of the Soliciting Dealer Group to accept the Offers. If a depositing Securityholder owns Securities through a broker or other nominee and such broker or nominee deposits Securities on the Securityholder’s behalf, the broker or nominee may charge a fee for performing this service. Except as set forth above, the Offeror will not pay any fees or commissions to any broker or dealer or any other Person for soliciting deposits of Securities pursuant to the Offers (other than to the Dealer Managers, the Soliciting Dealers and the Depositary).

Item 5.     Past Contacts, Transactions, Negotiations and Agreements.

                Section (b) of Item 5 of the Schedule TO is amended and supplemented in the manner set forth below.

                In “Circular — Section 3. Background to the Offers,” the following sentence is inserted before the last sentence of the section:

Mr.  Tremblay thanked Mr. Cope for providing advance notice of the Offers.

Item 6.     Purposes of the Transaction and Plans or Proposals.

                Section (a) of Item 6 of the Schedule TO is amended and supplemented in the manner set forth below.

                In “Circular — Section 4. Purpose of the Offers and Plans for Microcell — Purpose of the Offers,” the first paragraph is amended and restated in its entirety as follows:

                The purpose of the Offers is to enable the Offeror to acquire all of the Securities and is consistent with the Offeror’s strategy of focusing on the growth markets of wireless, Internet Protocol and data as well as building national capabilities. The Offeror believes that consummation of the Offers would increase the speed at which it can enhance its position, particularly in Québec and Ontario given the location of Microcell’s customer base. The Offers are also consistent with the current North American consolidation in the scale-driven wireless business.

Item 9.     Persons/Assets, Retained, Employed, Compensated or Used.

                Section (a) of Item 9 of the Schedule TO is amended and supplemented in the manner set forth below.

                In “Circular — Section 18. Financial Advisor, Dealer Managers and Depositary,” the following sentence is inserted after the last sentence of the second paragraph:

Soliciting Dealers will not be entitled to a solicitation fee under the Offers for Securities owned by them for their own account.

Item 10. Financial Statements.

Not applicable.

Item 12. Exhibits.

(a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.*

(a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.*

(a)(1)(iii) Letter of Acceptance and Transmittal for the Warrants.*

(a)(1)(iv) Notice of Guaranteed Delivery for the Shares.*

(a)(1)(v) Notice of Guaranteed Delivery for the Warrants.*

(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vii) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(5)(i) Press Release issued by TELUS Corporation on May 13, 2004.*

(a)(5)(ii) E-mail message from the President and Chief Executive Officer of TELUS Corporation sent to employees of TELUS Corporation on May 13, 2004.*

(a)(5)(iii) Summary Advertisement published on May 17, 2004.*

(b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by and among TELUS Corporation and TELUS Communications Inc., as Borrowers, the Toronto-Dominion Bank, as Administration Agent, those institutions whose names are set forth on the execution pages thereof under the heading "Lenders", as Lenders, TD Securities and RBC Capital Markets, as Co-Lead Arrangers, TD Securities, as Bookrunner, Royal Bank of Canada, as Syndication Agent, Bank of Montreal, The Bank of Nova Scotia and Canadian Imperial Bank of Commerce, as Co-Documentation Agents (incorporated by reference to the Form 6-K filed with the United States Securities and Exchange Commission by TELUS Corporation on May 17, 2004).*

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

(f) Not applicable.

(g)(1) Soliciting Dealer Information Memorandum, dated May 2004.

(h) Not applicable.

* Previously filed.

SIGNATURES

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

TELUS CORPORATION

By: /s/ Audrey T. Ho

Name:	Audrey T. Ho
Title:	Vice President, Legal Services and General Counsel

Dated: June 1, 2004

EXHIBIT INDEX

Exhibit No. Exhibit Name

(a)(1)(i) Offers to Purchase and Circular, dated May 17, 2004.*

(a)(1)(ii) Letter of Acceptance and Transmittal for the Shares.*

(a)(1)(iii) Letter of Acceptance and Transmittal for the Warrants.*

(a)(1)(iv) Notice of Guaranteed Delivery for the Shares.*

(a)(1)(v) Notice of Guaranteed Delivery for the Warrants.*

(a)(1)(vi) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(vii) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(viii) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*

(a)(5)(i) Press Release issued by TELUS Corporation on May 13, 2004.*

(a)(5)(ii) E-mail message from the President and Chief Executive Officer of TELUS Corporation sent to employees of TELUS Corporation on May 13, 2004.*

(a)(5)(iii) Summary Advertisement published on May 17, 2004.*

(b)(1) 2004 Credit Agreement, dated as of May 7, 2004, by and among TELUS Corporation and TELUS Communications Inc., as Borrowers, the Toronto-Dominion Bank, as Administration Agent, those institutions whose names are set forth on the execution pages thereof under the heading "Lenders", as Lenders, TD Securities and RBC Capital Markets, as Co-Lead Arrangers, TD Securities, as Bookrunner, Royal Bank of Canada, as Syndication Agent, Bank of Montreal, The Bank of Nova Scotia and Canadian Imperial Bank of Commerce, as Co-Documentation Agents (incorporated by reference to the Form 6-K filed with the United States Securities and Exchange Commission by TELUS Corporation on May 17, 2004).*

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

(f) Not applicable.

(g)(1) Soliciting Dealer Information Memorandum, dated May 2004.

(h) Not applicable.

* Previously filed.

EX-99.G

Exhibit (g)(1)

SOLICITING DEALER INFORMATION MEMORANDUM

This memorandum is for the use of the Soliciting Dealer Group members only. This memorandum should be read in conjunction with the Offers to Purchase and Circular dated May 17, 2004 (collectively, the “Circular”), the Letters of Acceptance and Transmittal and the Notices of Guaranteed Delivery. All capitalized terms used herein shall, unless otherwise defined, have the meanings ascribed thereto in the Circular. The information contained herein, while obtained from sources which we believe to be reliable, is not guaranteed as to its accuracy or completeness.

May 2004

TELUS Corporation (“TELUS”)

OFFERS TO PURCHASE FOR CASH
all of the outstanding Class A Restricted Voting Shares, Class B Non-Voting
Shares, Warrants 2005 and Warrants 2008 of

MICROCELL TELECOMMUNICATIONS INC.

on the basis of

Cdn.$29.00 per Class A Restricted Voting Share	Cdn.$9.67 per Warrant 2005
Cdn.$29.00 per Class B Non-Voting Share	Cdn.$8.89 per Warrant 2008

Reasons to Deposit Shares and Warrants to the Offers

• Significant Premium: The Offers of Cdn.$29.00 cash per Class A Restricted Voting Share (the “Class A Shares”) and Cdn.$29.00 cash per Class B Non-Voting Share (the “Class B Shares”) represent premiums of 38.1% and 36.5% to the closing prices of the Class A Shares and Class B Shares, respectively, on the TSX on May 13, 2004, the date of the public announcement of TELUS’ intention to commence the Offers.

• All Cash Offers: The Offers are all cash, providing holders of Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 with certainty of liquidity and value. TELUS’ obligation to purchase Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 under the Offers is not conditional upon any financing arrangement.

• Premium Multiple of EBITDA: The Offers for the Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008, represent a trailing 12 month EBITDA multiple of 15.3x, compared to the recent announcement of Cingular’s proposed acquisition of AT&T Wireless at 10.3x.

• Provides Significant Liquidity for Securityholders: The average daily trading volume of the Class B Shares over the past 12 months to May 13, 2004 has been 41,936 shares per day. The Offers allow Securityholders to deposit all of their Securities at once.

Offering Period

The Offers will be open for acceptance until 9:00 p.m. (Toronto time) on June 22, 2004 (the “Expiry Time”) unless withdrawn or extended.

Dealer Manager for the Solicitation is:
RBC Capital Markets

In Canada:
RBC Dominion Securities Inc.
Geoff Cohen (416) 842-7519 In the United States:
RBC Capital Markets Corporation
Corey Fraiberg (415) 633-8513

Summary of the Offers

The Offeror: TELUS is Canada’s second largest telecommunications company, providing a full range of telecommunications products and services. TELUS is the largest incumbent telecommunications service provider in western Canada and provides data, IP, voice and wireless services to central and eastern Canada. TELUS generated annual revenues of approximately Cdn.$7.15 billion and net income of over Cdn.$331 million for the 12-month period ended December 31, 2003. As at May 13, 2004, TELUS’ market capitalization was approximately Cdn.$8.03 billion. TELUS provides its communications services through two business segments: TELUS Mobility and TELUS Communications.

TELUS common shares and non-voting shares are listed on the TSX under the symbols “T”and “T.A”, respectively and TELUS non-voting shares are listed on the NYSE under the symbol “TU”.

The Offers: The Offeror is offering to purchase for cash, upon the terms and subject to the conditions described in the Circular, all of the issued and outstanding Class A Shares, Class B Shares (collectively with the Class A Shares, together with the associated rights issued under Microcell’s shareholder rights plan (the “Rights”), the “Shares”, including any Shares issuable upon the exercise of outstanding options, warrants or other conversion or exchange rights, other than the Rights), Warrants 2005 and Warrants 2008 (collectively, “the Warrants”and together with the Shares, the “Securities”).

Offer Price: Cdn.$29.00 for each Class A Share, Cdn.$29.00 for each Class B Share, Cdn.$9.67 for each Warrant 2005 and Cdn.$8.89 for each Warrant 2008, in cash.

Time for Acceptance: The Offers are open for acceptance until the Expiry Time, being 9 p.m., Toronto time, on June 22, 2004, unless one or more of the Offers are withdrawn or extended by the Offeror.

Manner of Acceptance: In order for a Securityholder to validly deposit Securities to the Offers:

(a) a Letter of Acceptance and Transmittal (which for Shares is printed on blue paper and for Warrants is printed on yellow paper) in the form accompanying the Circular or a facsimile thereof, properly completed and duly executed as required by the instructions set out in the Letter of Acceptance and Transmittal (or, in the case of a book-entry transfer, an Agent's Message in lieu of the Letter of Acceptance and Transmittal), and any other documents required by the instructions set out in the Letter of Acceptance and Transmittal, must be received by the Depositary, at any of the offices listed in the Letter of Acceptance and Transmittal, together with either:

(i) the certificate or certificates representing the Shares and/or Warrants in respect of which an Offer is being accepted; or

(ii) a Book-Entry Confirmation of a book-entry transfer of such Securities into the Depositary's account at the Book-Entry Transfer Facility pursuant to the procedures set forth in the Circular,

in each case so as to be received no later than the Expiry Time; or

(b) the depositing Securityholder must comply with the guaranteed delivery procedures described in the Circular.

If a holder of Securities wishes to deposit such Securities pursuant to the Offers and certificates for such Securities are not immediately available, the holder cannot complete the procedure for book-entry transfer on a timely basis, or the holder cannot deliver all other required documents to the Depositary no later than the Expiry Time, those Securities may nevertheless be deposited under the Offers provided that the procedures for guaranteed delivery set forth in the Circular are complied with. See Section 3 of the Offers to Purchase, “Manner of Acceptance – Procedure for Guaranteed Delivery”.

Securityholders wishing to accept an Offer must so indicate on the applicable Letter of Acceptance and Transmittal.

2

Conditions of the Offers: The Class A Offer is subject to certain conditions, including, without limitation, there being validly deposited and not withdrawn, at the Expiry Time, (1) such number of Class A Shares under the Class A Offer which represents at least 66 ²/₃% of the Class A Shares outstanding; (2) such number of Class B Shares under the Class B Offer which represents at least 66 ²/₃% of the Class B Shares on a partially-diluted basis; and (3) such number of Securities under the Offers which represents at least 66 ²/₃% of the Securities on a fully-diluted basis. Each of the Class B Offer and the offers for the Warrants 2005 and Warrants 2008 (“Warrant Offers”) is subject to the condition that, at the Expiry Time, Class A Shares have previously been purchased pursuant to the Class A Offer or are then being purchased under the Class A Offer.

The Class A Offer is also conditional upon receiving required approvals, exemptions or rulings, including under the Competition Act (Canada) and from Industry Canada.

Each of the conditions of the Class A Offer, Class B Offer, and Warrant Offers is set forth in Section 4 of the Offers to Purchase, “Conditions of the Offers”.

Income Tax Considerations: The sale of Securities pursuant to the Offers will be a taxable disposition for Canadian and United States federal income tax purposes and will give rise to tax consequences to a depositing Securityholder. Securityholders should refer to Sections 16 and 17 of the Circular, “Material Canadian Federal Income Tax Considerations” and “Material United States Federal Income Tax Considerations”, respectively, for a general summary.

Securityholders are encouraged to seek independent tax advice regarding the Canadian and United States federal income tax consequences of depositing Securities in the Offers.

Solicitation Fees: TELUS has agreed to pay to each Soliciting Dealer whose name appears in the appropriate space on a Letter of Acceptance and Transmittal accompanying a deposit of Securities a fee of Cdn.$0.17 for each Security deposited and acquired by TELUS under the Offers. The aggregate amount payable to a Soliciting Dealer with respect to any single depositing holder of Securities will be a minimum of Cdn.$85 and a maximum of Cdn.$1,500 and shall be subject to a minimum of 200 Securities being deposited. Where Securities deposited and registered in a single name are beneficially owned by more than one person, the minimum and maximum amounts will be applied separately in respect of each such beneficial owner. TELUS may require the Soliciting Dealer to furnish evidence of such beneficial ownership satisfactory to TELUS at the time of deposit. When a single beneficial owner deposits Securities, all such securities will be aggregated in determining whether the maximum applies. Soliciting Dealers will not be entitled to a solicitation fee under the Offers for Securities owned by them for their own account.

Depositary: Computershare Trust Company of Canada is acting as Depositary under the Offers.

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Description of Microcell Telecommunications Inc. (MT.A; MT.B; MT.WT.A; MT.WT.B – TSX)

Microcell was incorporated under the CBCA on April 28, 2003 as 4130910 Canada Inc. The company changed its name on May 1, 2003 to Microcell Telecommunications Inc./Microcell Télecommunications Inc. Microcell is the successor corporation of another corporation (“Old Microcell”), which was liquidated into Microcell as of December 31, 2003.

Microcell was formed as a holding company for Old Microcell under a Plan of Reorganization and of Compromise and Arrangement pursuant to the Companies’ Creditors Arrangement Act (Canada) and the CBCA.

Microcell is a provider, through its subsidiaries, of telecommunications services in Canada dedicated solely to wireless products and services. Microcell offers a range of voice and high-speed data communications products and services to over 1.2 million subscribers. Microcell operates a GSM network across Canada and markets PCS and GPRS under the Fido^® brand name. The principal office of Microcell is located in Montreal, Quebec.

Microcell is a “reporting issuer” or equivalent in all provinces of Canada and files its continuous disclosure documents and other documents with the Canadian provincial securities regulatory authorities. Such documents are available through the website maintained by The Canadian Depositary for Securities Limited at “www.sedar.com”. Microcell also makes certain filings with the SEC that are available at “www.sec.gov”.

Microcell Summary Financial Results

Reported Results

Reported Results

Post-Restructuring

Pre-Restructuring

Quarter Ended

Year Ended

Quarter Ended

Quarter Ended

Quarter Ended

Quarter Ended

31-Mar-04

31-Dec-03

31-Dec-03

30-Sep-03

30-Jun-03

31-Mar-03

All amounts in Canadian dollars.

Revenue ($ millions)

145.3

570.8

151.4

146.2

139.7

133.5

EBITDA ($ millions)

17.4

86.6

(1.7)

25.2

32.8

29.3

Postpaid ARPU

$57.84

$60.63

$60.61

$63.88

$60.11

$58.02

Prepaid ARPU

$15.75

$19.32

$18.33

$19.92

$20.49

$18.63

Blended ARPU

$35.92

$38.32

$37.99

$39.98

$38.63

$36.77

Postpaid Churn

2.6%

2.3%

2.9%

2.0%

1.9%

2.5%

Prepaid Churn

2.9%

3.8%

3.7%

3.1%

4.5%

4.0%

Blended Churn

2.8%

3.2%

3.3%

2.6%

3.3%

3.3%

Gross Adds

119,364

529,466

230,045

132,521

87,873

79,027

Net Adds

12,366

80,625

107,422

41,292

(28,153)

(39,935)

Capex ($ millions)

75.0

72.8

36.7

20.1

12.7

3.7

Source: Microcell Financial Reports.

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Reasons to Deposit Securities to the Offers

• Significant Premium: The Offers of Cdn.$29.00 cash per Class A Share and Cdn.$29.00 cash per Class B Share represent premiums of 38.1% and 36.5% to the closing prices of the Class A Shares and Class B Shares, respectively, on the TSX on May 13, 2004, the date of the public announcement of TELUS’ intention to commence the Offers.

[Graphic omitted. The omitted graphic is a graph of the daily trading (i) price of the Class B Shares and (ii) volume of the Class A and Class B Shares, from May 2, 2003 to May 13, 2004.]

• All Cash Offers: The Offers for the Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 are all cash, providing holders of Securities with certainty of liquidity and value. TELUS’ obligation to purchase Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 under the Offers is not conditional upon any financing arrangement.

•  Premium Multiple of EBITDA: The Offers for the Class A Shares, Class B Shares, Warrants 2005 and Warrants 2008 represent a trailing 12 month EBITDA multiple of 15.3x, compared to the recent announcement of Cingular’s proposed acquisition of AT&T Wireless at 10.3x.

• Provides Significant Liquidity for Securityholders: The average daily trading volume of the Class B Shares over the past 12 months to May 13, 2004 was 41,936 shares per day. The Offers allow Securityholders to deposit all of their Securities at once.

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How Securityholders Can Deposit to the Offers

The Letters of Acceptance and Transmittal or Notices of Guaranteed Delivery, certificates for Securities and any other required documents should be sent or delivered by each Securityholder or Securityholder’s broker, dealer, bank, trust company or other nominee, to the Toronto office of the Depositary in accordance with the instructions in the Letters of Acceptance and Transmittal and Notices of Guaranteed Delivery so as to arrive there no later than the Expiry Time. Manually signed facsimiles of the Letters of Acceptance and Transmittal or Notices of Guaranteed Delivery, properly completed and duly executed in accordance with the instructions in the Letters of Acceptance and Transmittal or Notices of Guaranteed Delivery, will be accepted.

See Section 3 of the Offers to Purchase, “Manner of Acceptance”.

The Depositary for the Offers Is:

Computershare Trust Company of Canada

By Mail
P.O. Box 7021
31 Adelaide St. E.
Toronto, ON M5C 3H2
Attention: Corporate Actions By Registered Mail, Hand or by Courier
100 University Avenue
9th Floor
Toronto, ON M5J 2Y1
Attention: Corporate Actions

Toll Free: 1-866-982-8786
E-Mail: service@computershare.com

Montreal
650 de Maisonneuve Blvd West
Suite 700
Montreal, QC
H3A 3T2   Vancouver
510 Burrard Street
2nd Floor
Vancouver, BC
V6C 3B9   Calgary
Western Gas Tower
Suite 600, 530 8th Avenue S.W.
Calgary, AB
T2P 3S8

The Dealer Manager for the Offers Is:

RBC CAPITAL MARKETS

In Canada: RBC Dominion Securities Inc. P.O. Box 50, Royal Bank Plaza Toronto, Ontario M5J 2W7 Canada	In the United States: RBC Capital Markets Corporation Two Embarcadero Center Suite 1200 San Francisco, California 94111 U.S.A.
Telephone: (416) 842-7519 Toll Free: 1-888-720-1216	Telephone: (415) 633-8513 Toll Free: 1-888-720-1216

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