EXHIBIT 99.3:     FORM OF LETTER TO SHAREHOLDERS.


                                  TRICOM, S.A.
                            Ave. Lope De Vega No. 95
                        Santo Domingo, Dominican Republic

                                [______ __], 2001

Dear Shareholder:

         Enclosed are the prospectus and other materials relating to the Rights
Offering by TRICOM, S.A. ("TRICOM"). Please carefully review the prospectus,
which describes how you can participate in the Rights Offering. You will be able
to exercise your Subscription Rights to purchase additional American Depositary
Shares, each representing one share of Class A common stock, par value RD$10 per
share ("ADS"), of TRICOM only during a limited period. You will find answers to
some frequently asked questions about the Rights Offering beginning on page
______ of the prospectus. You should also refer to the detailed Instructions for
Use of TRICOM, S.A. Subscription Certificates, included with this letter. The
exercise of Subscription Rights will be irrevocable.


SUMMARY OF THE TERMS OF THE OFFERING

         o        You will receive [ ] non-transferable Subscription Right for
                  each ADS of TRICOM you owned on [____], 2001. You will be
                  ables to purchase one ADS for each Subscription Right
                  exercised, but you may not purchase fractional ADSs; TRICOM
                  will round your number of Subscription Rights down to the
                  nearest whole number. For example, if you own 100 ADSs, you
                  will receive [ ] Subscription Rights which will entitle you to
                  purchase up to an aggregate of [____] ADSs.

         o        You may purchase one ADS for each Subscription Right you
                  receive at the Subscription Price of $[ ] per ADS. This right
                  is referred to as the Basic Subscription Privilege.

         o        If you fully exercise the Basic Subscription Privilege issued
                  to you, you may subscribe for additional shares through the
                  Oversubscription Privilege. If Tricom's other shareholders
                  receiving Subscription Rights do not elect to purchase all of
                  the shares offered under their basic subscription privilege
                  then shares purchased through the Oversubscription Privilege
                  will be allocated pro rata based on the number of shares each
                  subscriber for additional shares has purchased under the Basic
                  Subscription Privilege, as more fully described in the
                  Prospectus.

         o        The Rights Offering expires at 5:00 p.m., New York City time,
                  on [ ], 2001. If you do not exercise your Subscription Rights
                  before that time, they will expire and will have no monetary
                  value.


         If your ADSs are held in your name, a Subscription Certificate is
enclosed. If your ADSs are held in the name of your bank or broker, you must
contact your bank or broker if you wish to participate in this offering.


         If you do not exercise your Subscription Rights, your ownership in
TRICOM may be diluted. Please see page ____ of the prospectus for a discussion
of dilution and other risk factors.




         If you have any questions concerning the Rights Offering, please feel
 free to contact TRICOM's [                       ], [                 ], at
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                                     Sincerely,

                                     By: /s/ MANUEL ARTURO PELLERANO PENA
                                         ---------------------------------------
                                         Manuel Arturo Pellerano Pena
                                         Chairman of the Board of Directors and
                                         Chief Executive Officer





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