SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                 (Rule 14d-100)

        TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                 AMENDMENT NO. 1

                          GRUPO IUSACELL, S.A. DE C.V.
                          ----------------------------
                       (Name of Subject Company (Issuer))

                               BIPER, S.A. DE C.V.
                           MOVIL ACCESS, S.A. DE C.V.
                           --------------------------
                       (Name of Filing Persons (Offerors))

                 SERIES V SHARES AND AMERICAN DEPOSITARY SHARES
                   (EACH ADS REPRESENTING 100 SERIES V SHARES)
                   -------------------------------------------
                         (Title of Class of Securities)

                                40050B209 (ADSs)
                                ----------------
                      (CUSIP Number of Class of Securities)
                           Movil Access, S.A. de C.V.
                                 Av. Insurgentes
                             Sur 3696 y Calle Nueva
                               Colonia Pena Pobre
                                Mexico D.F. 14260
                               011 52-55 5447-8900
                               -------------------
           (Name, address, and telephone numbers of person authorized
       to receive notices and communications on behalf of filing person)

                                   Copies to:

                             Patrick J. Dooley, Esq.
                            Steven H. Scheinman, Esq.
                       Akin Gump Strauss Hauer & Feld LLP
                               590 Madison Avenue
                            New York, New York 10022

                            CALCULATION OF FILING FEE
        -----------------------------------------------------------------
            Transaction
             Valuation*                      Amount of Filing Fee**
        -----------------------------------------------------------------
            $10,000,000                              $2,000
        -----------------------------------------------------------------

     *Represents the U.S. dollar equivalent of the aggregate cash  consideration
     in Mexican pesos to be paid by the filing person for all outstanding Series
     A  Shares  and  Series  V  Shares,  including  those  represented  by ADSs,
     calculated  using the average of the exchange rates reported on each of the
     five  consecutive  business days ending two business days prior to June 12,
     2003 by Reuters and Bloomberg on their FXBENCH page as the closing rate for
     the exchange of pesos and dollars, which was Ps.10.4975 to US$1.00.
     ** Represents 1/50th of 1% of 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:  $2,000
                         -------
Filing Party:  Movil Access, S.A. de C.V., Biper, S.A. de C.V.
               -----------------------------------------------
Form or Registration No.:  Schedule TO             Date Filed:     June 30, 2003
                           ------------                            -------------
[ ]  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 amends and  supplements  the Tender  Offer  Statement  on
Schedule TO filed with the Securities  and Exchange  Commission on June 30, 2003
(the "Schedule TO") by Movil Access,  S.A. de C.V., a corporation  organized and
existing under the laws of the United Mexican  States  ("Movil  Access"),  and a
wholly-owned  subsidiary  of Biper,  S.A. de C.V., a  corporation  organized and
existing under the laws of the United Mexican States ("Biper"),  to purchase for
cash (i) all of the outstanding American Depositary Shares (the "ADSs") of Grupo
Iusacell,  S.A. de C.V. ("Iusacell"),  a corporation organized under the laws of
United  Mexican  States,  and (ii) all of the  outstanding  Series V Shares (the
"Series V Shares", and collectively with the ADSs, the "Securities") of Iusacell
held by persons who are not Mexican  residents.  Each ADS represents one hundred
Series V Shares.  Simultaneously  with the U.S. Offer, Movil Access commenced an
offer in Mexico (the "Mexican Offer") to purchase all of the outstanding  Series
V Shares and Series A Shares  (the  "Series A Shares")  of  Iusacell,  including
those held by U.S.  residents,  for the same price and on substantially the same
terms as the U.S. Offer. Capitalized terms used herein but not otherwise defined
have the meaning ascribed to such terms in the Offer to Purchase.

Item 1.  Summary Term Sheet.

               Item 1 is hereby amended as follows:

               The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby amended by adding the following language immediately  following
the first sentence in the second  paragraph of the response to the question "How
will payment be made for the Securities I tender?":

          "Upon the terms and  subject to the  conditions  of the U.S.
          Offer and applicable law and regulation,  we will accept for
          payment,  and  will pay for,  all  Series V Shares  and ADSs
          validly  tendered  prior  to the  Expiration  Date  (and not
          properly  withdrawn) promptly after the Expiration Date. All
          of the Offer  Conditions  will have been satisfied or waived
          (provided  that  without the consent of the Verizon  Selling
          Shareholders  and  Vodafone,  we may  not  waive  any  Offer
          Condition  other  than the Offer  Condition  that all of the
          Securities tendered by the Verizon Selling  Shareholders and
          Vodafone not be subject to any lien) prior to the expiration
          of  the  offer,  except  that  if  on  the  Expiration  Date
          regulatory  approvals necessary to consummate the offer have
          not been obtained,  then, at such time, we expressly reserve
          the right to delay  acceptance  for  payment  of, or payment
          for,   Series  V  Shares  and  ADSs  until  such  regulatory
          approvals  have  been  obtained.  Any  such  delays  will be
          effected in compliance  with the Section  14e-1(c) under the
          Exchange Act, which  obligates a bidder to pay for or return
          tendered   securities  promptly  after  the  termination  or
          withdrawal of such bidder's offer."

               The  section of the Offer to  Purchase  captioned  "Summary  Term
Sheet" is hereby  amended by replacing  the second  paragraph of the response to
the question "Until what time can I withdraw previously tendered Series V Shares
and ADSs?" with the following paragraph:

          "Upon the terms and  subject to the  conditions  of the U.S.
          Offer and applicable law and regulation,  we will accept for
          payment,  and  will pay for,  all  Series V Shares  and ADSs
          validly  tendered  prior  to the  Expiration  Date  (and not
          properly  withdrawn) promptly after the Expiration Date. All
          of the Offer  Conditions  will have been satisfied or waived
          (provided  that  without the consent of the Verizon  Selling
          Shareholders  and  Vodafone,  we may  not  waive  any  Offer
          Condition  other  than the Offer  Condition  that all of the
          Securities tendered by the Verizon Selling  Shareholders and
          Vodafone not be subject to any lien) prior to the expiration
          of  the  offer,  except  that  if  on  the  Expiration  Date
          regulatory  approvals necessary to consummate the offer have
          not been obtained,





          then, at such time, we expressly  reserve the right to delay
          acceptance  for payment of, or payment for,  Series V Shares
          and ADSs until such regulatory approvals have been obtained.
          Any such  delays will be  effected  in  compliance  with the
          Section  14e-1(c) under the Exchange Act, which  obligates a
          bidder to pay for or  return  tendered  securities  promptly
          after the  termination or withdrawal of such bidder's offer.
          For  more  information   regarding   withdrawal  rights  and
          procedures, see "THE U.S. OFFER - Withdrawal Rights."

Item 4.  Terms of the Transaction.

               Item 4 is hereby amended as follows:

               The section of the Offer to Purchase  captioned "The U.S.  Offer"
is hereby  amended  by  replacing  the  first  paragraph  under  the  subheading
"Acceptance for Payment" with the following paragraph:

          "Upon the terms and  subject to the  conditions  of the U.S.
          Offer and applicable law and  regulation,  Movil Access will
          accept for  payment,  and will pay for,  all Series V Shares
          and ADSs validly  tendered prior to the Expiration Date (and
          not properly  withdrawn) promptly after the Expiration Date.
          All of the Offer  Conditions  will have  been  satisfied  or
          waived  (provided  that  without  the consent of the Verizon
          Selling  Shareholders  and  Vodafone,  Movil  Access may not
          waive any Offer  Condition  other  than the Offer  Condition
          that all of the Securities  tendered by the Verizon  Selling
          Shareholders  and Vodafone not be subject to any lien) prior
          to the expiration of the offer;  provided,  however, that if
          on the Expiration  Date  regulatory  approvals  necessary to
          consummate the offer have not been  obtained,  then, at such
          time,  Movil  Access  expressly  reserves the right to delay
          acceptance  for payment of, or payment for,  Series V Shares
          and ADSs until such regulatory approvals have been obtained.
          Any such  delays will be  effected  in  compliance  with the
          Section  14e-1(c) under the Exchange Act, which  obligates a
          bidder to pay for or  return  tendered  securities  promptly
          after the termination or withdrawal of such bidder's offer."





                                    SIGNATURE


     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.


                                               MOVIL ACCESS, S.A. de C.V.



                                               By: /s/ Pedro Padilla
                                                   ----------------------------
                                                    Name:   Pedro Padilla
                                                    Title:  Vice President


Date:  July 17, 2003

                                               BIPER, S.A. de C.V.



                                               By:  /s/ Pedro Padilla
                                                    ---------------------------
                                                    Name:   Pedro Padilla
                                                    Title:  Vice President


Date:   July 17, 2003