October 12, 2004


Via Facsimile (212) 858-1500 and U.S. Mail

David P. Falck
Pillsbury Winthrop LLP
1540 Broadway
New York, New York 10036

Re:	Microcell Telecommunications, Inc.
	Schedule 14D-9 filed September 30, 2004
      File No. 5-58635

Dear Mr. Falck:

We have reviewed the filing referenced above and have the
following comments. All defined terms have the same meaning as
in the Schedule 14D-9 filed on September 30, 2004, unless
otherwise indicated.

Schedule 14D-9

Directors` Circular - Exhibit (a)(1)

Background of Rogers Offers and Response of Microcell, page 7

1. On page 8, expand to explain the significance of the August 27,
2004 decision by the Minister of the Interior (Canada) rescinding
the mobile spectrum cap policy. Focus on the effect of that decision
on the Rogers and TELUS Offers.

The Rogers Offers, page 8

2. On page 9, you state: "No proposal was submitted to Microcell
that offers greater value to the holders of Securities than the
Rogers Offers." Expand to address whether any other proposals were
received, and if so, to describe their terms with a view to
supporting your judgment that such offer(s) were qualitatively
inferior to the Rogers Offer.

Directors Recommendation - Reasons for Recommendation as to the
Shares, page 10

Opinions of Financial Advisors, page 10

3. Here or in the Background section, explain why Microcell chose
to engage two different financial advisors in connection with the
Rogers Offers. If the role of the two advisors differed materially,
please explain how.

Rogers Offers less conditional than TELUS Offers, page 11

4. Please expand this section to more fully discuss why you
believe the conditions to the Rogers Offers are less extensive and
more easily satisfied than those of the TELUS Offers. For example,
it appears from our reading of the disclosure under "Competition
Matters" that one reason is that Rogers has an obligation under
its agreements with Microcell to take any steps necessary to secure
Competition Act clearance. This should be spelled out for
shareholders. In addition, you should explain your belief that the
conditions to the Rogers Offers are generally less extensive and
otherwise more easily satisfied.

Reasons for no recommendation as to Warrant Offers, page 12

5. Expand to discuss in greater detail why the Board of Directors
chose not to make a recommendation as to the concurrent Warrant
Offers. In this regard we note that the Board did take a position
(against) the competing TELUS Offers for these Warrants. In
addition, it is not apparent why Microcell chose not to request the
financial advisors to address the fairness of the Warrants Offers.
Please expand to explain.

6. In the context of clarifying the lack of a recommendation with
respect to the Warrant Offers, please explain whether the Offers
are considered a "Fundamental Transaction" under the definition in
the indentures governing those securities. Even if not, if a
subsequent compulsory acquisition will be consummated on the same
terms as the Offers, we don`t understand the disclosure that the
values of the Warrants are determined in part on external circumstances
(such as the occurrence of a Fundamental Transaction) not knowable at
the time the Offer were made.

Liquidity Opportunity, page 13

7. Explain your statement that the "liquidity opportunity provided
by the Rogers Offers is equally available t to the holders of
Warrants."

Why did that cause you to take a position with respect to the
Offers for shares but not as to the Warrant Offers?

Alternatives under the circumstances, page 13

8. Disclose when you believe the U.S. Registration Statement will
become effective, so as to enable exercise of the Warrants that
are the subject of these Offers.

Arrangements between Microcell and its Directors and Senior
Officers - Directors` Compensation Policy, page 32

9. Your disclosure indicates that as of October 1, 2004, members
of the Special Committee are paid a quarterly fee of $30,000, except
for the Chairman of the Special Committee who will receive a $45,000
quarterly fee. State how long such payments will continue.

Closing Comments

Please revise your filing to comply with the comments above. If
you do not agree with a comment, tell us why in a supplemental
response letter that you should file via EDGAR as correspondence with
your revised proxy statement. The letter should note the location in
your amended disclosure document of changes made in response to each
comment or otherwise.

Please be aware that we may have additional comments after
reviewing your amendment. If you would like to contact me directly,
please do not hesitate to do so at (202) 942-1773.

Sincerely,



Christina Chalk
Special Counsel
Office of Mergers and Acquisitions



cc: Marc. B. Barbeau, Esq. (via facsimile (514) 397-3409)