UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549
                                   ----------
                                  SCHEDULE 13D
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 3)*

                          Grupo Iusacell, S.A. de C.V.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                 Series V Common Stock, without stated par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   40050B100**
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                             Dennis Daugherty, Esq.
                            Vodafone Americas Region
                           2999 Oak Road, 10th Floor
                         Walnut Creek, California 94597
                                 (925) 210-3900
--------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

                                  July 29, 2003
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)

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



--------

** This CUSIP number is for the American Depositary Shares (the "ADSs")
        of the Issuer each of which represents 100 shares of Series V Common
        Stock of the Issuer. This filing is being made with respect to the
        Series V Common Stock not the ADSs.




--------------------------------------------------------------------------------
CUSIP NO. 40050B100
--------------------------------------------------------------------------------
    1.      NAME OF REPORTING PERSON
            S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

            Vodafone Americas B.V.  ("Vodafone Americas")
--------------------------------------------------------------------------------
    2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP         (a)   [ ]
                                                                     (b)   [X]

--------------------------------------------------------------------------------
    3.      SEC USE ONLY


--------------------------------------------------------------------------------
    4.      SOURCE OF FUNDS

            AF
--------------------------------------------------------------------------------
    5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
            REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                        [ ]

--------------------------------------------------------------------------------
    6.      CITIZENSHIP OR PLACE OF ORGANIZATION

            Netherlands
--------------------------------------------------------------------------------
                           7.     SOLE VOTING POWER
    NUMBER OF                     0
     SHARES                -----------------------------------------------------
   BENEFICIALLY            8.     SHARED VOTING POWER
    OWNED BY                      0
      EACH                 -----------------------------------------------------
    REPORTING              9.     SOLE DISPOSITIVE POWER
     PERSON                       0
      WITH                 -----------------------------------------------------
                           10.    SHARED DISPOSITIVE POWER
                                  0
--------------------------------------------------------------------------------
    11.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            0
--------------------------------------------------------------------------------
    12.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
            SHARES                                                           [ ]

--------------------------------------------------------------------------------
    13.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

            0%
--------------------------------------------------------------------------------
    14.     TYPE OF REPORTING PERSON

            CO
--------------------------------------------------------------------------------





ITEM 1.  SECURITY AND ISSUER.

         No changes.

ITEM 2.  IDENTITY AND BACKGROUND.

         No changes.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         No changes.

ITEM 4.  PURPOSE OF TRANSACTION.

         (a)-(j)

         Item 4 is hereby  amended by adding the following  paragraph to the end
of the response to Item 4:

         "In  accordance  with  the  Acquisition  Agreement,  Vodafone  Americas
tendered all of its holdings of capital stock of the Issuer in the Mexican Offer
and did not withdraw such shares. Vodafone Americas has also been advised by the
Verizon Selling shareholders that they tendered all of their respective holdings
of  capital  stock of the Issuer in the  Mexican  Offer in  accordance  with the
Acquisition  Agreement  and did not withdraw  such shares.  On July 28, 2003 the
Mexican  Offer  expired and on July 29,  2003 the U.S.  Offer  expired,  and Sub
accepted for payment all shares of the Issuer's  capital stock validly  tendered
into the  Offers  and not  withdrawn.  Accordingly,  Vodafone  Americas  and the
Verizon Selling  Shareholders no longer  beneficially  own any shares of capital
stock of the  Issuer.  In  addition,  Vodafone  Americas,  the  Verizon  Selling
Shareholders  and the Issuer have  terminated  the  Shareholders  Agreement with
effect from the  consummation  of the Offers.  Except as  previously  disclosed,
Vodafone  Americas has no plans or proposals  which relate to or would result in
any of the actions described in subsections (a) through (j) of this Item 4."

ITEM 5.  INTERESTS IN SECURITIES OF THE ISSUER.

         Item 5 is hereby amended by deleting the first four  paragraphs of Item
5 and inserting the following paragraphs:

         "In  accordance  with  the  Acquisition  Agreement,  Vodafone  Americas
tendered all of the shares of capital stock of the Issuer  beneficially owned by
it into the Mexican Offer and did not withdraw such shares. On July 28, 2003 the
Mexican Offer expired and on July 29, 2003 the U.S. Offer expired, and Sub





accepted for payment all shares of capital stock of the Issuer validly  tendered
and not withdrawn. Accordingly, as of July 29, 2003, Vodafone Americas ceased to
be the  beneficial  owner of any  shares of  capital  stock of the Issuer and no
longer  has the sole or  shared  power to vote or the  sole or  shared  power to
dispose of any shares of the Issuer."

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO THE SECURITIES OF THE ISSUER.

         Item 6 is hereby  amended by inserting the  following  paragraph at the
end of Item 6:

         "Vodafone  Americas,  the Verizon Selling  Shareholders  and the Issuer
have terminated the Shareholders  Agreement with effect from the consummation of
the Offers."

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

          No changes.





                                    SIGNATURE

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

Dated: July 30, 2003

                                               VODAFONE AMERICAS B.V.

                                               By: /s/ Erik de Rijk
                                                   ----------------------
                                                Name:  Erik de Rijk
                                                Title: Director


                                               By: /s/ Walter Hoogstraate
                                                   ----------------------
                                                Name:  Walter Hoogstraate
                                                Title: Director