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

                                    FORM 6-K

           REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or
                15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           For the month of May, 2004

                          GRUPO IUSACELL, S.A. de C.V.
--------------------------------------------------------------------------------
                 (Translation of registrant's name into English)

                                Montes Urales 460
                Col. Lomas de Chapultepec, Deleg. Miguel Hidalgo
                               11000, Mexico D.F.
--------------------------------------------------------------------------------
                     (Address of principal executive office)

Indicate by check mark whether the registrant  files or will fill annual reports
under cover of Form 20-F or Form 40-F: Form 20-F |X| Form 40-F |_|

Indicate by check mark whether the  registrant  by  furnishing  the  information
contained  in this  Form is  also  thereby  furnishing  the  information  to the
Commission  pursuant to Rule 12g-3-2(b) under the Securities and Exchange Act of
1934. Yes |_| No |X|



Documents Furnished By the Registrant

1. Press Release of the Registrant dated May 5, 2004

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                        GRUPO IUSACELL, S.A. DE C.V.

Date: May 5, 2004                       /s/ Jose Luis Riera
                                        ---------------------------------
                                        Name:  Jose Luis Riera
                                        Title: Attorney in fact

                                        /s/ Fernando Cabrera
                                        ---------------------------------
                                        Name:  Fernando Cabrera
                                        Title: Attorney in fact



[LOGO] IUSACELL                                                Investor Contacts
Pensamos en ti
                                                              Jose Luis Riera K.
                                                         Chief Financial Officer
                                                                  5255-5109-5927

                                                              J.Victor Ferrer V.
                                                                 Finance Manager
                                                                  5255-5109-5927
                                                         vferrer@iusacell.com.mx

--------------------------------------------------------------------------------
TRANSCRIPTION OF THE REPORT OF INDEPENDENT ACCOUNTANTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Mexico City, May 5, 2004

REPORT OF INDEPENDENT ACCOUNTANTS

Mexico City, March 26, 2004, except for Notes 2 and 10a.
for which the date is April 19, 2004

The Board of Directors and Stockholders of
Grupo Iusacell, S. A. de C. V.:

We have audited the accompanying  consolidated balance sheets of Grupo Iusacell,
S.A. de C.V. and  subsidiaries  (the  Company) as of December 31, 2003 and 2002,
and the related  consolidated  statements of income, of changes in stockholders'
equity and of changes in  financial  position for each of the three years in the
period  ended   December  31,  2003.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in Mexico.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement and are prepared in accordance with generally  accepted  accounting
principles.  An audit includes examining,  on a test basis,  evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



As discussed in Note 4n. to the consolidated financial statements,  for the year
ended December 31, 2003 the Company  adopted  Bulletin C-8  "Intangible  Assets"
issued  by the  Mexican  Institute  of  Public  Accountants,  with  the  effects
described in such note.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Grupo Iusacell, S.
A. de C.  V.  and  subsidiaries  as of  December  31,  2003  and  2002,  and the
consolidated  results of its  operations,  changes in  stockholders'  equity and
changes in its  consolidated  financial  position for each of the three years in
the period ended  December 31, 2003, in conformity  with  accounting  principles
generally accepted in Mexico.

As  discussed in Note 2 to the  consolidated  financial  statements,  on June 1,
2003, the Company did not make the scheduled  interest payments under its Senior
Notes Due 2006 and this is considered as an event of default under the indenture
governing the Company's  Senior Notes Due 2006 which entitled the holders of the
notes with the right to claim,  request or demand  the  acceleration  of the due
date of such Senior Notes Due 2006. Also, Grupo Iusacell Celular,  S.A. de C.V.,
Company's main subsidiary,  did not make the scheduled  interest  payments under
its Secured  Senior Notes Due 2004 and this is considered as an event of default
which  entitled  the  holders of the notes  with the right to claim,  request or
demand the acceleration of the due date of such Secured Senior Notes Due 2004.

Additionally,  Grupo  Iusacell  Celular,  S.A. de C.V.  exceeded  the  permitted
leverage  ratio  under its  Amended  and  Restated  Senior  Secured  Credit Loan
Agreement.  The Company and its lenders  entered into a temporary  amendment and
waiver which was extended  several times and, in October  2003,  was not further
extended.  As a result,  Grupo Iusacell Celular,  S.A. de C.V. is in default and
the lenders under the Amended and Restated  Senior Secured Credit Loan Agreement
were entitled with the right to request the acceleration of the due date of such
Amended and Restated Senior Secured Credit Loan Agreement.

Furthermore,  as discussed in Note 1 to the consolidated  financial  statements,
Company's  two largest  shareholders  sold all of their  shares to an  unrelated
party.  Under the indenture  governing Grupo Iusacell Celular,  S. A. de C. V.'s
Secured  Senior  Notes  Due 2004 and the  contract  governing  the  Amended  and
Restated Senior Secured Credit Loan Agreement, and under the indenture governing
Company's  Senior Notes Due 2006,  this  constituted  a change of control  under
which the  holders  of notes and the  lenders  were  entitled  with the right to
request Grupo Iusacell Celular, S.A. de C.V. and the Company,  respectively, the
acceleration of the due date of these loans.

Finally, on January 14, 2004, a group of holders of the Secured Senior Notes Due
2004 filed a lawsuit in a New York Court against Grupo Iusacell Celular, S.A. de
C.V. for the immediate payment of the indebtedness under such loan, and alleging
breach of the Secured Senior Notes Due 2004 indenture  requesting that the Court
declare that the holders of the notes are pari-passu  with the lenders under the
Amended and Restated  Senior Secured Credit Loan  Agreement.  On April 19, 2004,
this group of holders of the notes  filed an amended  complaint  and now is also
seeking  injunctive  relief  barring the Company from selling,  transferring  or
otherwise  encumbering the assets pending  decision on the merits of their claim
for specific performance.



As a result of the above,  the Senior Notes Due 2006,  the Secured  Senior Notes
Due 2004,  the Amended and Restated  Senior  Secured  Credit Loan  Agreement and
other loans,  have been classified as short-term  liabilities,  originating that
current liabilities exceed current assets by Ps.9,792,674,000. Operating results
of the Company have deteriorated and also, the Company has accumulated losses of
Ps.8,241,682,000  representing more than two thirds of its capital stock and, in
accordance  with  Mexican  law,  this  is a  cause  of  dissolution,  which  any
interested  party may request be declared  by Court.  Additionally,  the Company
might be instituted in a reorganization  proceeding under the Concurso Mercantil
Law in Mexico. These conditions, among others, raise substantial doubt about the
Company's ability to continue as a going concern. These matters and management's
plans  are  more  fully  discussed  in  Note  2 to  the  consolidated  financial
statements. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

Jose S. Oropeza de la Cruz
Audit Partner

                             **********************

About Iusacell

Grupo  Iusacell,  S.A. de C.V.  (Iusacell,  NYSE:  CEL;  BMV: CEL) is a wireless
cellular and PCS service  provider in seven of Mexico's nine regions,  including
Mexico City, Guadalajara, Monterrey, Tijuana, Acapulco, Puebla, Leon and Merida.
The Company's  service  regions  encompass a total of  approximately  92 million
POPs, representing approximately 90% of the country's total population.

Grupo Iusacell,  S.A. de C.V. press releases and all other written materials may
from time to time contain  statements about expected future events and financial
results that are  forward-looking  and subject to risks and  uncertainties.  For
those  statements,  the  Company  claims the  protection  of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995.  Discussion of factors that may affect future  results is contained
in our filings with the Securities and Exchange Commission.