As filed with the Securities and Exchange Commission on July 2, 2001

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________

FORM 20-F
_________________

Annual Report Pursuant to Section 13
of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2000

Commission file number for securities registered
pursuant to Section 12(b) of the Act: 0-32245

Commission file number for securities registered
pursuant to Section 12(g) of the Act: 1-16269

AMERICA MOVIL, S.A. DE C.V.
(exact name of registrant as specified in its charter)

America Mobile
(translation of registrant's name into English)

United Mexican States
(jurisdiction of incorporation)

Lago Alberto 366, Colonia Anahuac, 11320 Mexico, D.F., Mexico
(address of principal executive offices)

Securities registered pursuant to Name of each exchange
Section 12(b) of the Act: on which registered:

American Depositary Shares, each representing New York Stock Exchange
20 Series L Shares, without par value

Series L Shares, without par value New York Stock Exchange
(for listing purposes only)
Securities registered pursuant to
Section 12(g) of the Act:

American Depositary Shares, each representing 20 Series A Shares, without par
value

Series A Shares, without par value

The number of outstanding shares of each of the registrant's classes of capital
or common stock as of December 31, 2000:

3,266.2 million AA Shares
339.1 million A Shares
10,404.6 million L Shares

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes X No_____
---

Indicate by check mark which financial statement item the registrant has elected
to follow.

Item 17_____ Item 18 X
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TABLE OF CONTENTS

Item 1-2. Not Applicable.
Item 3. Key Information................................................................... 1
Selected Financial Data......................................................... 1
Exchange Rate Information....................................................... 3
Risk Factors.................................................................... 4
Forward-Looking Statements...................................................... 16
Item 4. Information on the Company........................................................ 17
The Company..................................................................... 17
Business of Telcel.............................................................. 21
Subsidiaries.................................................................... 33
Telecom Americas................................................................ 38
Other Investments............................................................... 48
Capital Expenditures............................................................ 53
The Spin-off.................................................................... 54
Item 5. Operating and Financial Review and Prospects...................................... 55
Item 6. Directors, Senior Management and Employees........................................ 64
Item 7. Major Shareholders and Related Party Transactions................................. 70
Major Shareholders.............................................................. 70
Related Party Transactions...................................................... 72
Item 8. Financial Information............................................................. 74
Dividends....................................................................... 74
Legal Proceedings............................................................... 74
Item 9. The Offer and Listing............................................................. 76
Description of Securities....................................................... 76
Trading Markets................................................................. 76
Trading on the Mexican Stock Exchange........................................... 77
Item 10. Additional Information............................................................ 79
Bylaws.......................................................................... 79
Certain Contracts............................................................... 79
Exchange Controls............................................................... 79
Taxation........................................................................ 80
Documents on Display............................................................ 84
Item 11. Quantitative and Qualitative Disclosures about Market Risk........................ 85
Exchange Rate and Interest Rate Risks........................................... 85
Sensitivity Analysis Disclosures................................................ 85
Items 12-17. Not Applicable.
Item 18. Financial Statements.............................................................. 85
Item 19. Exhibits.......................................................................... 86

PART I

Item 3. Key Information

SELECTED FINANCIAL DATA

This annual report includes under Item 18 our audited financial statements
as of December 31, 1999 and 2000 and for the years ended December 31, 1998, 1999
and 2000. The audited financial statements as of December 31, 2000 and for the
year ended December 31, 2000 have been prepared on a consolidated basis. The
audited financial statements as of December 31, 1999 and for the years ended
December 31, 1998 and 1999 have been prepared on a combined basis from the
historical accounting records of Telefonos de Mexico, S.A. de C.V. (Telmex) and
represent the combined historical operations of the entities that Telmex
transferred to us in the spin-off that established America Movil in September
2000. See "The Spin-off" under Item 4.

Our financial statements have been prepared in accordance with generally
accepted accounting principles in Mexico, or Mexican GAAP, which differ in
certain important respects from generally accepted accounting principles in the
United States, or U.S. GAAP. Note 19 to our audited financial statements
provides a description of the principal differences between Mexican GAAP and
U.S. GAAP, as they relate to us, and a reconciliation to U.S. GAAP of operating
income, net income and total stockholders' equity and a condensed statement of
cash flows under U.S. GAAP.

Pursuant to Mexican GAAP, in the financial statements and the selected
financial information set forth below:

. nonmonetary assets (including property, plant and equipment) and
stockholders' equity are restated for inflation and, in the case of
imported telephone plant, for devaluation,

. gains and losses in purchasing power from holding monetary liabilities
or assets are recognized in income, and

. all financial statements are restated in constant pesos as of December
31, 2000.

Since January 1, 1997, we have elected to restate imported telephone plant based
on the rate of inflation in the country of origin and the prevailing exchange
rate at the balance sheet date; other fixed assets are restated based on the
Mexican National Consumer Price Index. The effect of inflation accounting under
Mexican GAAP has not been reversed in the reconciliation to U.S. GAAP of net
income and stockholders' equity, except with respect to the methodology for
restatement of imported telephone plant. See Note 19 to our audited financial
statements.

The selected financial information set forth below has been derived in part
from our audited financial statements, which have been reported on by Mancera
S.C., a member of Ernst & Young International, independent auditors. The
selected financial information should be read in conjunction with, and is
qualified in its entirety by reference to, our audited financial statements.

As of and for the year ended December 31,
-----------------------------------------------------------------------------
1996 1997 1998 1999 2000
-------------- ------------- -------------- ----------- ------------
(millions of constant pesos as of December 31, 2000)(1)

Income Statement Data:
Mexican GAAP
Operating revenues........................ Ps. 5,113 Ps. 5,705 Ps. 9,414 Ps. 15,696 Ps. 29,190
Operating costs and expenses.............. 7,434 5,722 7,598 13,468 26,371
Operating (loss) income................... (2,321) (16) 1,816 2,228 2,819
Net income................................ 226 1,595 3,899 4,366 877
Net income per share(2)................... 0.015 0.110 0.269 0.301 0.062

U.S. GAAP
Operating revenues........................ Ps. 5,113 Ps. 5,705 Ps. 9,414 Ps. 15,696 Ps. 29,190
Operating income (loss)................... (2,415) 193 1,456 1,608 1,935
Net income (loss)......................... 101 1,863 2,935 2,703 (410)
Net income (loss) per share(2)............ 0.006 0.128 0.202 0.187 (0.029)

Balance Sheet Data:
Mexican GAAP
Property, plant and equipment, net........ Ps. 4,351 Ps. 4,898 Ps. 6,574 Ps. 12,733 Ps. 33,148
Total assets.............................. 44,376 46,306 52,190 67,104 89,016
Long-term debt(3)......................... 739 187 86 2,468 1,183
Minority interest......................... -- -- -- 677 2,142
Total stockholders' equity................ 42,038 44,370 49,843 57,061 66,314

U.S. GAAP
Total assets.............................. Ps. 44,634 Ps. 46,956 Ps. 52,941 Ps. 67,783 Ps.89,666
Long-term debt(3)......................... 739 187 86 2,468 1,183
Minority interest......................... -- -- -- 677 2,142
Total stockholders' equity................ 42,045 44,887 49,215 54,651 61,909

___________
(1) Except per share data.
(2) For 1999 and prior years, based on 14,485 million shares outstanding at
September 25, 2000, the date America Movil was established. For 2000, based
on the average weighted number of America Movil shares outstanding during
the year, assuming 14,485 million shares outstanding for the period prior
to September 25, 2000. Each L Share ADS represents 20 L Shares and each A
Share ADS represents 20 A Shares.
(3) Long-term debt at December 31, 1999 includes long-term debt owed to related
parties. See Notes 11 and 14 to our audited financial statements.

EXCHANGE RATE INFORMATION

Mexico has had a free market for foreign exchange since 1991. Since
December 1994, the Mexican government has allowed the peso to float freely
against the U.S. dollar. In the last quarter of 1997 and for much of 1998, the
foreign exchange markets were volatile as a result of financial crises in Asia
and Russia and financial turmoil in certain Latin American countries, including
Brazil and Venezuela. The peso declined during this period, but has been
relatively stable in 1999, 2000 and in 2001 to date. There can be no assurance
that the government will maintain its current policies with regard to the peso
or that the peso will not further depreciate or appreciate significantly in the
future.

The following table sets forth, for the periods indicated, the high, low,
average and period-end noon buying rate in New York City for cable transfers in
pesos published by the Federal Reserve Bank of New York, expressed in pesos per
U.S. dollar. The rates have not been restated in constant currency units.

Period High Low Average(1) Period End
- ------ -------- -------- -------------- --------------

1996 Ps. 7.3250 Ps. 8.0450 Ps. 7.6347 Ps. 7.8810
1997.......................................... 7.7172 8.4100 7.9674 8.0700
1998.......................................... 8.0400 10.6300 9.2425 9.9010
1999.......................................... 9.2430 10.6000 9.5630 9.4800
2000.......................................... 9.1830 10.0870 9.4717 9.6180

2000:
January..................................... 9.4020 9.6400
February.................................... 9.3540 9.5970
March....................................... 9.1830 9.3630
April....................................... 9.2900 9.5010
May......................................... 9.3340 9.6270
June........................................ 9.4900 10.0870
July........................................ 9.3290 9.5570
August...................................... 9.1830 9.3880
September................................... 9.2080 9.4750
October..................................... 9.3990 9.6960
November.................................... 9.3710 9.6480
December.................................... 9.3700 9.6180

2001:
January..................................... 9.6790 9.8850
February.................................... 9.6570 9.7800
March....................................... 9.4850 9.7060
April....................................... 9.1870 9.4225
May......................................... 8.9460 9.2915
June (through June 28)...................... 9.0450 9.1800

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(1) Average of month-end rates.

On June 28, 2001, the noon buying rate was Ps.9.0875 to U.S.$1.00.

RISK FACTORS

Risks Relating to Our Mexican Wireless Business

Substantial and increasing competition in the Mexican wireless industry could
adversely affect our business

We face substantial competition in the Mexican wireless industry, and we
expect competition to intensify in the future as a result of the entry of new
competitors, the development of new technologies, products and services and the
auction of additional spectrum.

Our subsidiary Telcel holds concessions in all nine regions in Mexico to
operate both a cellular network using the 800 megahertz (Band B) radio spectrum
and a personal communications services (PCS) network using the 1900 megahertz
(Band D) radio spectrum. We face competition from other cellular providers
using the 800 megahertz (Band A) spectrum in each of the regions in which we
operate, and the Mexican government has granted PCS licenses to other carriers
that are in the process of developing wireless service on the 1900 megahertz
(Bands A, D and F) spectrum. Our competitors in Mexico include Grupo Iusacell,
S.A. de C.V., which is controlled by Verizon Wireless, Pegaso
Telecomunicaciones, S.A. de C.V. and several companies that Telefonica S.A.
recently acquired from Motorola.

We anticipate that market prices for two-way wireless services generally
will decline in the future due to increased competition. We also expect that
competition will lead to increases in advertising and promotional spending,
along with increased demands on access to distribution channels. All of this
may lead to greater choices for customers, possible consumer confusion and
increasing movement of customers between competitors, which may make it
difficult for us to retain customers or add new customers.

Our ability to compete successfully also will depend on marketing and on
our ability to anticipate and respond to various competitive factors affecting
the industry, including new services, changes in consumer preferences,
demographic trends, economic conditions and discount pricing strategies by
competitors. If we are unable to respond to competition and compensate for
declining prices by adding new customers, increasing usage and offering new
services, our revenues and profitability will decline.

We may not be able to build out and upgrade our network on a timely basis

We are in the process of building out and upgrading our wireless network in
Mexico. In order to build out our network, we must obtain cell and switch
sites; obtain rights of way, government approvals and permits for network
construction; complete radio frequency design for each developing area; design
and install switching systems, radio systems, interconnection facilities and
operating support systems; expand and maintain customer care, network management
and management and administrative systems; and obtain additional radio spectrum
frequencies. Over the next several years, we intend to upgrade our network to
implement the next generation of wireless technology.

We cannot guarantee you that we will successfully execute these tasks, many
of which are not under our control, on a timely basis or at all. Our ability to
develop our network is affected by, among other factors, the availability of
capital, relations with suppliers and vendors, political and regulatory factors
and currency fluctuations. If we cannot satisfactorily complete the build-out
and upgrade of our wireless network, or do so in a timely manner, we could lose
current and potential customers to competitors, one or more of our concessions
could be terminated and our results and financial condition could suffer.

We require substantial capital to build out our wireless network and for other
purposes, and we may not be able to raise sufficient capital on a timely basis
or at all

We require substantial capital to operate and build out our wireless
network. We also require significant amounts of capital to market and
distribute our services and products, to develop new services

and products, to develop and implement new wireless technologies and potentially
to acquire and invest in other communications companies. Telcel has budgeted
capital expenditures of approximately U.S.$1.3 billion for the four quarters
ending December 31, 2001, principally for the build-out of its cellular network.
To meet these requirements, we have relied, and expect to continue to rely, in
part on the approximately U.S.$2.5 billion in cash and short-term investments we
had at December 31, 2000. However, our international businesses also have
substantial capital requirements, and to date we have provided a substantial
portion of these funds to Telecom Americas, our joint venture with Bell Canada
International Inc. and SBC International, Inc., and to certain of our other
international subsidiaries and joint ventures. We may also decide to finance new
investments outside Mexico. If these funds are insufficient to meet our budgeted
capital requirements for Telcel, we may not be able to raise capital to finance
any shortfall on a timely basis, or at all.

In addition, we may not be able to respond quickly, or at all, to new,
unexpected capital requirements, which could impede our business and
development. Some of the factors that could cause significant unanticipated
capital needs are regulatory changes, engineering design changes, new
technologies, currency fluctuations and significant departures from our business
plan.

Historically, Telcel relied on assistance from its former parent company,
Telmex, to help satisfy its capital requirements. Telmex no longer provides us
with resources or provides financial or other support to Telcel if we cannot
meet our own capital needs.

Failure to obtain adequate capital in a timely fashion could result in the
delay or abandonment of our development and expansion plans or the failure to
meet regulatory build-out requirements.

Regulatory developments in Mexico could hurt our business and could result in
the termination of our concessions

Telcel's business is subject to extensive government regulation,
principally by an independent agency within the Mexican Communications Ministry
known as Cofetel, and may be adversely affected by changes in law or by actions
of Mexican regulatory authorities.

The Mexican General Communications Law and Telcel's concessions include
various provisions under which the concessions may be terminated by Cofetel
before their scheduled expiration dates. Among other things, these concessions
may be terminated if we fail to meet specified network build-out requirements
and schedules or to maintain minimum quality, service and coverage standards.
The loss of any one concession could have a material adverse impact on our
business and results of operations.

In addition, the Communications Ministry is authorized to impose specific
rate requirements on any wireless operator that is determined by the Federal
Competition Commission to have substantial market power. While no such
determination has been made with respect to the wireless market in Mexico, we
can provide no assurances that the regulatory authorities will not make such a
determination with respect to Telcel and impose specific rate requirements on
us.

Risks Relating to our International Subsidiaries and Joint Ventures

We are dependent on relationships with our partners, and disagreements with
our partners could hurt our international businesses and favor our competitors

We cannot assure you that all of our relationships with our partners will
be harmonious and successful. Certain of our international businesses,
including our operations in Guatemala, Ecuador and Argentina, are conducted
through subsidiaries in which we own a majority, but less than 100%, ownership
interest. As a result, we are required to obtain the consent and cooperation of
our partners with respect to certain matters in order to implement and expand
upon our business strategies. See "Subsidiaries" under Item 4.

Certain of our other international businesses, including the investments we
hold through Telecom Americas, our joint venture with Bell Canada International
Inc. and SBC International, Inc., as well as

our investment in Puerto Rico, are conducted through joint ventures in which we
do not own a majority ownership interest or a controlling voting interest. As a
result, we have limited control over the business strategies of these companies.
For instance, approval of operating and capital expenditure budgets and
distributions to and capital contributions from shareholders typically require
the consent of our partners. Moreover, the refusal of any of these partners to
approve funding or to fund their pro rata share of capital contributions could
force us to contribute on a disproportionate basis in situations where we are
unable to receive a corresponding increase in our ownership percentage.
Disagreements with our partners could adversely affect the business prospects of
these companies or result in the termination of the joint venture arrangements
under which we hold our ownership interests. See "Telecom Americas" and "Other
Investments" under Item 4.

Telecom Americas, our joint venture with BCI and SBCI, presents risks relating
to the international investments we hold through it

Telecom Americas, our joint venture with Bell Canada International, Inc.
(BCI) and SBC International, Inc. (SBCI), holds investments in the
telecommunications sector in Brazil, Colombia and Venezuela and is expected to
serve as our principal vehicle for expansion in Latin America. See "Telecom
Americas" under Item 4.

We have a 44.277% interest in Telecom Americas, and the joint venture is
subject to complex provisions governing the rights of each venturer with respect
to management. In general, these provisions effectively require agreement
between America Movil and BCI in order to make significant decisions about the
joint venture. With respect to certain limited matters, the agreement of SBCI
is also required. As a result, our success in achieving our objectives through
Telecom Americas will depend on our ability to reach agreement with BCI and
SBCI.

Each of the companies in which the joint venture has interests is
independently managed. Each of these companies presents a variety of risks,
including operational, commercial, financial and management risks, that could
adversely affect the value of our investment in the joint venture.

Telecom Americas does not have voting control of many of its important
operating companies

Due to governmental regulations and other restrictions, Telecom Americas
does not have voting control of any of ATL-Algar Telecom Leste S.A., Tess S.A.,
Americel S.A., Telet S.A. or Canbras Communications Corp. in Brazil or
Comunicacion Celular S.A. (Comcel) or Occidente y Caribe Celular S.A. (Occel) in
Colombia. Although we expect that Telecom Americas will eventually acquire
voting control over these operating companies, we can provide no assurances that
this will occur.

The arrangements through which Telecom Americas holds its interests in its
Brazilian operating companies are subject to extensive government regulation.
Although the Brazilian regulatory authorities reviewed and approved the
transactions in which Telecom Americas acquired its interests in the Brazilian
operating companies, we can provide no assurances that the regulatory
environment in Brazil will not change in the future. Existing and future
Brazilian regulatory restrictions could have a material adverse effect on the
ability of Telecom Americas to obtain voting control of its Brazilian
investments, to transfer its interests in its Brazilian operating companies or
to maximize the proceeds from any such transfer.

Our international businesses may not be able to build out and upgrade their
networks on a timely basis

Our international wireless businesses need to complete the build-out of
their wireless networks and, in the next several years, to implement upgrades to
their networks to access the next generation of digital technology. In addition,
our subsidiary in Guatemala, Telecomunicaciones de Guatemala, S.A. (Telgua), is
in the process of building out its fixed-line network. We cannot guarantee you
that we will successfully execute these tasks on a timely basis or at all. Our
ability to develop networks is affected by, among other factors, the
availability of capital, relations with suppliers and vendors, political or
regulatory factors and foreign currency fluctuations. If we cannot
satisfactorily complete the build-out and upgrade

of our networks, or do so in a timely manner, we could lose current and
potential customers to competitors, one or more of our concessions could be
terminated and our revenues could suffer.

Our international businesses require substantial capital to build out their
networks and for other purposes, and they may not be able to raise sufficient
capital on a timely basis or at all

Our international businesses require substantial capital resources to
continue their growth and development, and if we decline to assist them with our
resources at some time in the future, particularly during an economic crisis in
Latin America, any problems these businesses encounter in addressing capital
shortfalls will be aggravated. Historically, we relied on assistance from
Telmex to help satisfy our capital requirements. Following the spin-off, Telmex
no longer provides us with resources or to provide financial or other support to
our subsidiaries and joint ventures if they cannot meet their own capital needs.

We have budgeted capital expenditures of approximately U.S.$1,570.5 million
for the four quarters ending December 31, 2001 for our international businesses.
As of December 31, 2000, we were required to provide U.S.$1,007.5 million to
Telecom Americas as the requirements of the joint venture arise. In addition,
we have budgeted approximately U.S.$263 million for other capital expenditures
for our international subsidiaries and affiliates. To meet these requirements,
we have relied, and expect to continue to rely, in part on the approximately
U.S.$2.5 billion in cash and short-term investments we had at December 31, 2000,
but we also expect to use a portion of these funds to finance capital
expenditures of Telcel and to finance new international investments.

If we or our partners decide not to contribute capital to our international
businesses, they may be obliged to raise capital through external borrowings or
other external financing activities. These companies may not be able to arrange
any needed additional financing to fund their capital requirements on acceptable
terms, or at all.

Increased indebtedness may have a number of negative effects on the
operations of our international businesses, including increased difficulty in
obtaining future financing, allocation of increasing amounts of income to debt
repayments and restrictions imposed by lenders on these businesses' capital
resources or operations.

Substantial and increasing competition in the wireless industry could
adversely affect the revenues and profitability of our international
businesses

Our international wireless businesses face substantial competition,
typically from at least one other wireless provider, and increasingly from
multiple providers. We expect that competition will intensify in the future,
both from new entrants and existing competitors, and that market prices for
wireless services will continue to decline and customer churn will increase due
to increased competition. Among other things, our competitors could provide
increased handset subsidies, provide free services, such as Internet access,
expand their networks faster and develop and deploy improved wireless
technologies faster.

If we are unable to respond to competition and compensate for declining
prices by adding new customers, increasing usage and offering new services, the
revenues and profitability of our international businesses will decline. In
addition, the cost of adding new customers may continue to increase, reducing
profitability even if customer growth continues.

We may not be able to obtain or maintain favorable roaming arrangements

In countries where our businesses do not have nationwide coverage, roaming
is an important feature to some of their customers. To the extent competitors
have, or are perceived to have, better roaming features than our businesses,
those businesses may lose customers to their competitors. Our customers can
access another provider's wireless system only if our customers' handsets are
compatible with the other provider's system and the other provider allows them
to roam on its network. We rely on

agreements to provide roaming capability to customers in Latin America, the
United States and elsewhere in areas that our networks do not serve. Some
competitors may have more extensive coverage through their own networks and be
less dependent on roaming arrangements. Also, competitors may be able to obtain
roaming rates that are lower than rates obtained by our Latin American
companies, giving these competitors a pricing advantage. In addition, the
quality of service that another wireless provider delivers during a roaming call
may be inferior to the quality of service our companies provide.

Our companies are also dependent upon roaming agreements with other
providers as a source of revenues when the other providers' customers roam in
the companies' territories. If these roaming agreements were to terminate, or
if the other providers deploy incompatible technologies, revenues would
decrease.

Government regulation could hurt our international businesses

Our international businesses are subject to extensive government regulation
and can be adversely affected by changes in law, regulation or regulatory
policy. The licensing, construction, operation, sale, resale and
interconnection arrangements of wireless telecommunications systems in Latin
America and elsewhere are regulated to varying degrees by government
authorities. Any of these authorities having jurisdiction over our businesses
could adopt or change regulations or take other actions that could adversely
affect us. In particular, the regulation of prices operators may charge for
their services could have a material adverse effect on us by reducing our profit
margins. Many of the laws, regulations and instruments that regulate our
businesses, including in Brazil, Argentina and Ecuador, were only recently
adopted or became effective, and there is only a limited history that would
allow us to predict the impact of these legal requirements on our future
operations.

Many Latin American countries are executing programs to deregulate and
privatize the provision of communications services, including wireless services.
However, these programs are still developing, and we cannot guarantee that
changes in political administrations will not lead to the adoption of policies
concerning competition, privatization and taxation of communications services
that may be detrimental to our Latin American operations. Such restrictions,
which may take the form of preferences for local over foreign ownership of
communications licenses and assets, or government over private ownership, may
make it impossible for us to continue to develop our businesses. These
restrictions could cause losses of revenues and capital investments. Some
restrictions currently exist, generally in the form of percentage limits on our
equity ownership in joint ventures in foreign markets.

Our international businesses have concessions that are subject to termination

The terms of the licenses or concessions under which our international
wireless businesses operate typically require the operator to meet specified
network build-out requirements and schedules, as well as to maintain minimum
quality, service and coverage standards. Failure to comply with these criteria
could result in the revocation of licenses, the imposition of fines or other
government actions. We cannot assure you that our international business will
be able to comply fully with the terms of their licenses.

We have invested in businesses and countries in which we have no previous
experience, and we may be unsuccessful in addressing the new challenges and
risks they present

We have invested in a growing number of businesses outside our core
activity of providing wireless telecommunications services in Mexico, and we
plan to continue doing so, especially in the rest of Latin America and in
businesses related to the Internet, information technology and wireless
telecommunications. These investments involve risks to which we have not
previously been exposed and countries in which we have no previous experience.
Some of the investments are in countries that, like Guatemala, Ecuador, Brazil,
Colombia, Argentina and Venezuela, may present different or greater country risk
than Mexico. Some are in sectors in which we have limited prior experience.
Many of them

are start-up or development-stage companies that will require substantial
investments. There can be no assurance that these investments will ultimately be
successful.

The Guatemalan government is seeking the reversal of the privatization of our
subsidiary Telgua

The Guatemalan government has commenced certain proceedings against our
subsidiary Telecomunicaciones de Guatemala, S.A. (Telgua). In June 2000, the
executive branch of the Guatemalan government issued declarations concerning
Empresa Guatemalteca de Telecomunicaciones (Guatel), a Guatemalan state agency
that conducted the privatization of Telgua. The declarations state that certain
actions of Guatel relating to the privatization of Telgua were contrary to the
interests of the Guatemalan state. In September 2000, the Guatemalan government
commenced judicial proceedings against Guatel, Telgua and certain other parties
involved in the privatization alleging improprieties in connection with the
privatization and seeking reversal of the privatization. Telgua was formally
notified of these proceedings on October 6, 2000. We are contesting the
proceedings and expect that we will have an opportunity to be heard. Although
we do not currently expect that the judicial proceeding will ultimately have
consequences that are materially adverse to America Movil's interests, we are
unable to predict the outcome of the proceedings. If the government ultimately
prevails and pursues the most aggressive remedies, we may be required to
transfer our interest in Telgua to Guatel or another agency of the Guatemalan
government.

Risks Relating to the Wireless Industry Generally

Changes in the wireless industry could affect us in ways we cannot predict

The wireless communications industry is experiencing significant change.
This includes the increasing pace of digital upgrades in existing analog
wireless systems, evolving industry standards, ongoing improvements in the
capacity and quality of digital technology, shorter development cycles for new
products, and changes in end-user needs and preferences. In Mexico and in the
other countries in which we conduct business, there is uncertainty as to the
pace and extent of growth in customer demand, and as to the extent to which
prices for airtime and line rental may continue to decline. As a result, our
future prospects remain uncertain.

Our technology may not be compatible with the next generation of wireless
technology

There are three existing digital technologies for wireless communications,
none of which is compatible with the others. Telcel and certain of our
international businesses currently use time division multiple access (TDMA)
technology for their digital networks. However, a number of other wireless
service providers, including certain of our other international businesses, use
code division multiple access (CDMA) as their digital wireless technology, and
still other wireless providers use global system for mobile communications (GSM)
technology. The next generation wireless technology that gains widespread
acceptance might not be compatible with the technologies currently used by
Telcel and our international businesses. If it is not, we may be required to
make capital expenditures in excess of our current forecasts in order to upgrade
and replace our technology and infrastructure. Such increased capital
requirements could materially adversely affect our financial condition and
prospects.

We may have difficulty collecting amounts due from other communications
carriers

In most of the markets in which we operate, including Mexico, the calling
party pays for the airtime on a call to a wireless number. If a subscriber of
another cellular service provider places a call to one of our Telcel customers
in Mexico, Telcel charges the service provider from whose network the call
originates an interconnection charge for every minute Telcel's network is in use
in connection with the call. In addition, under our roaming agreements, when a
call is made from within one of Telcel's concession regions by a subscriber of
another cellular service provider, that service provider pays Telcel for the
call at the applicable rate. In 2000, 21.8% of America Movil's operating
revenues and 24.6% of Telcel's operating revenues were attributable to
interconnection charges and roaming charges.

Telcel and our other wireless businesses may encounter difficulties
collecting such amounts from some communications companies. Some of these
companies may also be our competitors. If our businesses cannot collect amounts
due from other communications providers on a timely basis, or at all, they could
incur material losses. Difficulties in collecting amounts due could also
increase administrative costs, interest expenses and risks from foreign exchange
fluctuations.

We are dependent upon a small number of suppliers and vendors, and if they
fail to provide us with services or equipment on a timely and cost-effective
basis, our business could be adversely affected

Each of our wireless businesses relies primarily on a single vendor for its
switch and cell site equipment and on a single supplier or small group of
suppliers for its handsets and other customer equipment. If we had to replace a
primary supplier of switch and cell site equipment, for example because it
ceased to provide timely or cost-effective equipment or service, the transition
to another supplier would entail delays and additional costs. Supplies of
customer equipment may be subject to periodic shortages, and our ability to grow
will be limited if we cannot rely on our suppliers to ensure sufficient
quantities and quality of equipment.

Telcel relies primarily on Ericsson for the supply of its switch and cell
site equipment. Telcel purchases handsets and other customer equipment
primarily from Nokia, Brightpoint, Ericsson and Cellular Express.

We may incur significant costs from wireless fraud

Our wireless businesses incur costs associated with the unauthorized use of
their wireless networks, particularly their analog cellular networks. These
costs include administrative and capital costs associated with detecting,
monitoring and reducing the incidence of fraud. Fraud also impacts
interconnection costs, capacity costs, administrative costs and payments to
other carriers for unbillable fraudulent roaming. In 2000, Telcel refunded its
customers approximately Ps.8.5 million due to wireless fraud. Although we try
to combat this problem through the deployment of anti-fraud technologies and
other measures, we cannot guarantee that these efforts will be effective or that
fraud will not result in material costs for us in the future.

Cloning, which is one form of wireless fraud, involves the use of scanners
and other electronic devices to obtain illegally telephone numbers and
electronic serial numbers during cellular transmission. These stolen telephone
and serial number combinations can be programmed into a cellular phone and used
to obtain improper access to cellular networks. Roaming fraud occurs when a
phone programmed with a number stolen from one of our customers is used to place
fraudulent calls from another carrier's market, resulting in a roaming fee
charged to us that cannot be collected from the customer.

Concerns about health risks relating to the use of wireless handsets may
adversely affect our prospects

Media and other reports have linked radio frequency emissions from wireless
handsets to various health concerns, including cancer, and to interference with
various electronic medical devices, including hearing aids and pacemakers.
Although we do not know of any definitive studies showing that radio frequency
emissions raise health concerns, concerns over radio frequency emissions may
discourage the use of wireless handsets in Mexico or the other countries in
which we conduct business, which could have a material adverse effect on our
results of operations. In addition, lawsuits have been filed in the United
States against certain participants in the wireless industry alleging various
adverse health consequences as a result of wireless phone usage, and Telcel and
our international businesses may be subject to similar litigation in the future.
Research and studies are ongoing, and there can be no assurance that further
research and studies will not demonstrate a link between radio frequency
emissions and health concerns.

Risks Relating to the Spin-off of America Movil from Telmex

Our historical performance may not be representative of our performance as a
separate company

Our combined financial statements for 1998 and 1999 have been carved out
from the consolidated financial statements of Telmex using the historical
results of operations and historical bases of the assets and liabilities of the
former Telmex businesses that we comprise. Our historical performance might
have been different if we had been a separate, consolidated entity during the
periods presented.

The historical financial information included in this annual report is not
necessarily indicative of what our results of operations, financial position and
cash flows will be in the future. There may be changes that will occur in our
cost structure, funding and operations as a result of our separation from
Telmex, including increased costs associated with reduced economies of scale and
with being a publicly traded, stand-alone company.

We are a new company and, until recently, have never operated independently of
Telmex

America Movil is a new company and, prior to the spin-off, has never
operated independently of Telmex. Our ability to function as a new company will
suffer if we do not develop our own administrative infrastructure quickly and
cost-effectively. Telmex is providing us with certain legal, financial,
accounting, investor relations and other administrative services on an interim
basis while we develop the personnel and systems necessary to provide these
services ourselves. We expect to be dependent on Telmex for these services
through at least January 2002.

After the expiration of these various arrangements, we may not be able to
replace the transitional services in a timely manner or on terms and conditions
as favorable as those we received from Telmex. In addition, in order to
establish ourselves successfully as an independent company, we need to attract
and retain personnel to provide the administrative services that Telmex is
temporarily providing. If we fail to do so, our business could suffer.

We may become an investment company, and if so we will be subject to severe
restrictions on our access to financing

We are currently relying on a temporary exemption under the Investment
Company Act of 1940 that will expire in September 2001. The Investment Company
Act applies to any "investment company," and we fall within one of the statutory
definitions of an investment company, primarily because of the large amount of
financial assets we received in the spin-off from Telmex to provide us with
resources to meet our capital expenditure requirements. We are not, however,
engaged in the business of investing in investment securities (as defined in the
Act), and accordingly we may rely on the temporary exemption provided by Rule
3a-2 under the Act. The temporary exemption is available for no longer than one
year, so in order to remain exempt from the provisions of the Act, by September
2001 we must either cease to be within the statutory definition or fall within
the exemption provided by Rule 3a-1 under the Act. We expect that we will be
able to do so, primarily because we expect to reduce our financial assets
through capital expenditures.

If we are an investment company after September 2001, we will be subject to
the provisions of the Investment Company Act that prohibit an unregistered
foreign investment company from offering or selling securities in the United
States. This prohibition would be likely to severely restrict our access to
capital, which would impair our ability to invest to meet competitive challenges
and to expand our business.

Risks Relating to Our Controlling Shareholders and Capital Structure

We are controlled by one shareholder

As of May 31, 2001, 61.6% of the voting shares of America Movil was
directly or indirectly owned by Carso Global Telecom, S.A. de C.V., which is
controlled by a trust for the benefit of Carlos Slim Helu and members of his
immediate family. Carso Global Telecom has the effective power to designate a
majority of the members of our Board of Directors and to determine the outcome
of other actions requiring a vote of the shareholders, except in very limited
cases that require a vote of the holders of L Shares. On June 5, 2001, Carso
Global Telecom announced its intention to spin off a separate company that would
hold its current interest in America Movil. The spin-off is subject to
shareholder and regulatory approval.

The protections afforded to minority shareholders in Mexico are different from
those in the United States

Under Mexican law, the protections afforded to minority shareholders are
different from those in the United States. In particular, the law concerning
fiduciary duties of directors is not well developed, there is no procedure for
class actions or shareholder derivative actions, and there are different
procedural requirements for bringing shareholder lawsuits. As a result, in
practice it may be more difficult for minority shareholders of America Movil to
enforce their rights against us or our directors or controlling shareholder than
it would be for shareholders of a U.S. company.

We have significant transactions with affiliates, particularly Telmex, that
create potential conflicts of interest

We engage in transactions with Telmex, which is also controlled by Carso
Global Telecom, and with certain other subsidiaries of Grupo Carso, S.A. de C.V.
and Grupo Financiero Inbursa, S.A. de C.V., which are under common control with
Carso Global Telecom. Our transactions with Telmex include certain agreements
implementing the spin-off and providing for transitional services, as well
ongoing commercial relationships. See "Related Party Transactions" under Item
7. Transactions with affiliates may create the potential for conflicts of
interest. We have not established specific procedures applicable to
transactions with affiliates to guard against conflicts of interest.

Holders of L Shares and L Share ADSs have limited voting rights

Our bylaws provide that holders of L Shares are not permitted to vote
except on such limited matters as the transformation or merger of America Movil
or the cancellation of registration of the L Shares with the Mexican National
Banking and Securities Commission or any stock exchange on which they are
listed. If you hold L Shares or L Share ADSs, you will not be able to vote on
most matters, including the declaration of dividends, that are subject to a
shareholder vote in accordance with our bylaws.

Holders of ADSs are not entitled to attend shareholders' meetings, and they
may only vote through the depositary

Under Mexican law, a shareholder is required to deposit its shares with a
Mexican custodian in order to attend a shareholders' meeting. A holder of ADSs
will not be able to meet this requirement, and accordingly is not entitled to
attend shareholders' meetings. A holder of ADSs is entitled to instruct the
depositary as to how to vote the shares represented by ADSs, in accordance with
procedures provided for in the deposit agreements, but a holder of ADSs will not
be able to vote its shares directly at a shareholders' meeting or to appoint a
proxy to do so.

You may not be entitled to participate in future preemptive rights offerings

Under Mexican law, if we issue new shares for cash as part of a capital
increase, we generally must grant our shareholders the right to purchase a
sufficient number of shares to maintain their existing

ownership percentage in America Movil. Rights to purchase shares in these
circumstances are known as preemptive rights. We may not legally be permitted to
allow holders of ADSs or holders of L Shares or A Shares in the United States to
exercise any preemptive rights in any future capital increase unless we file a
registration statement with the Securities and Exchange Commission with respect
to that future issuance of shares or the offering qualifies for an exemption
from the registration requirements of the Securities Act of 1933. At the time of
any future capital increase, we will evaluate the costs and potential
liabilities associated with filing a registration statement with the Commission
and any other factors that we consider important to determine whether we will
file such a registration statement.

We cannot assure you that we will file a registration statement with the
Commission to allow holders of ADSs or holders of L Shares or A Shares in the
United States to participate in a preemptive rights offering. As a result, the
equity interest of such holders in America Movil may be diluted proportionately.
In addition, under current Mexican law, it is not practicable for the depositary
to sell preemptive rights and distribute the proceeds from such sales to ADS
holders.

Our bylaws restrict transfers of shares in some circumstances

Our bylaws provide that any transfer of more than 10% of our capital stock
by any person or group of persons acting together requires the approval of our
Board of Directors. If you acquire more than 10% of our capital stock, you will
not be able to transfer such stock without the approval of the Board of
Directors.

Our bylaws restrict the ability of non-Mexican shareholders to invoke the
protection of their governments with respect to their rights as shareholders

As required by Mexican law, our bylaws provide that non-Mexican
shareholders shall be considered as Mexican in respect of their ownership
interests in America Movil and shall be deemed to have agreed not to invoke the
protection of their governments in certain circumstances. Under this provision,
a non-Mexican shareholder is deemed to have agreed not to invoke the protection
of its own government by asking such government to interpose a diplomatic claim
against the Mexican government with respect to the shareholder's rights as a
shareholder, but is not deemed to have waived any other rights it may have,
including any rights under the U.S. securities laws, with respect to its
investment in America Movil. If you invoke such governmental protection in
violation of this agreement, your shares could be forfeited to the Mexican
government.

Our bylaws may only be enforced in Mexico

Our bylaws provide that legal actions relating to the execution,
interpretation or performance of the bylaws may be brought only in Mexican
courts. As a result, if may be difficult for non-Mexican shareholders to
enforce their shareholder rights pursuant to the bylaws.

It may be difficult to enforce civil liabilities against us or our directors,
officers and controlling persons

America Movil is organized under the laws of Mexico, and most of our
directors, officers and controlling persons reside outside the United States.
In addition, all or a substantial portion of our assets and their assets are
located in Mexico. As a result, it may be difficult for investors to effect
service of process within the United States on such persons or to enforce
judgments against them, including in any action based on civil liabilities under
the U.S. federal securities laws. There is doubt as to the enforceability
against such persons in Mexico, whether in original actions or in actions to
enforce judgments of U.S. courts, of liabilities based solely on the U.S.
federal securities laws.

Risks Relating to Developments in Mexico and Other Emerging Market Countries

Economic and political developments in Mexico may adversely affect our
business

Our principal business operations are located in Mexico. As a result, our
business may be significantly affected by the general condition of the Mexican
economy, by devaluation of the peso, by inflation and high interest rates in
Mexico, or by political developments in Mexico.

Mexico has experienced adverse economic conditions

Mexico experienced a severe economic crisis following the devaluation of
the peso in December 1994. In recent years, economic crises in Asia, Russia,
Brazil and other emerging markets have adversely affected the Mexican economy
and could do so again. In 1999, Mexico's gross domestic product, or GDP,
increased 3.7% and inflation was 12.3%. In 2000, GDP growth was 6.9% and
inflation declined to 8.9%. The Mexican government has estimated that GDP
growth in 2001 will be 4.5% and inflation will be 6.5%, but these estimates may
prove not to be accurate. The current slowdown in the U.S. economy may also
adversely affect the Mexican economy.

If the Mexican economy falls into a recession or if inflation and interest
rates increase significantly, our business, financial condition and results of
operations could suffer material adverse consequences because, among other
things, demand for wireless communications services may decrease and consumers
may find it difficult to pay for the services we offer.

Depreciation or fluctuation of the peso relative to the U.S. dollar could
adversely affect our financial condition and results of operations

We are affected by fluctuations in the value of the peso because a
significant portion of our financial assets (46.7% at December 31, 2000) and all
of our indebtedness is denominated in foreign currencies, principally U.S.
dollars. In the past, we have had more foreign currency-denominated assets than
liabilities, so we have had exchange gains when the peso depreciated and
exchange losses when the peso appreciated.

As of December 31, 2000, we had more foreign currency-denominated
liabilities than assets, and we expect that this will continue to be the case.
Accordingly, we expect to recognize exchange losses when the peso depreciates
against foreign currencies.

Severe devaluation or depreciation of the peso may also result in
disruption of the international foreign exchange markets and may limit our
ability to transfer or to convert pesos into U.S. dollars and other currencies
for the purpose of making timely payments of interest and principal on our
indebtedness. While the Mexican government does not currently restrict, and for
many years has not restricted, the right or ability of Mexican or foreign
persons or entities to convert pesos into U.S. dollars or to transfer other
currencies out of Mexico, the government could institute restrictive exchange
rate policies in the future. Currency fluctuations are likely to continue to
have an effect on our financial condition, results of operations and cash flows
in future periods.

High levels of inflation and high interest rates in Mexico could adversely
affect our financial condition and results of operations

Mexico has experienced high levels of inflation in recent years. The
annual rate of inflation, as measured by changes in the National Consumer Price
Index, was 18.6% for 1998, 12.3% for 1999 and 8.9% for 2000. Inflation for the
first five months of 2001 was 1.9%. Interest rates on 28-day Mexican treasury
bills, or Cetes, averaged 24.5% in 1998, 21.4% in 1999 and 15.3% in 2000. On
May 31, 2001, the 28-day Cetes rate was 10.8%. High interest rates in Mexico
may adversely affect our costs and thus our financial condition and results of
operations.

Political events in Mexico, including the recent transition to a new
presidential administration, could affect Mexican economic policy and our
operations

Mexican political events may also affect significantly our operations and
the performance of Mexican securities, including our securities. In the Mexican
national elections held on July 2, 2000, Vicente Fox of the opposition National
Action Party (Partido Accion Nacional or PAN) won the presidency. His victory
ended more than 70 years of presidential rule by the Institutional Revolutionary
Party (the Partido Revolucionario Institucional or PRI). Neither the PRI nor
the PAN succeeded in securing a majority in the Congress or Senate.

President Fox assumed office on December 1, 2000 and although he has
announced his intention to ensure a smooth transition from the previous
administration, there is a possibility that this change within the Mexican
government may result in changes in Mexico's economic policies that could
adversely affect our business. Although members of the PAN have governed
several states and municipalities, the PAN has not previously governed on a
national level. In the recent past, the transfer of power after presidential
elections has been accompanied by a significant deterioration of the economy. A
transfer of power could also trigger, among other events, currency instability.
A change in economic policy, as well as currency instability, could have a
material adverse effect on our business, financial condition, prospects and
results of operation. In addition, we are unable to predict the impact that the
new presidential administration of Vicente Fox may have on the Mexican
telecommunications regulatory environment.

Developments in other emerging market countries may adversely affect our
business or the market price of our securities

Many of our investments and joint ventures and a substantial portion of our
total assets are located in other emerging market countries, including
Guatemala, Ecuador, Brazil, Colombia and Argentina. As a result, economic and
political developments in these countries, including future economic crises and
political instability, could have a material adverse effect on our business and
results of operations.

In addition, the market value of securities of Mexican companies is, to
varying degrees, affected by economic and market conditions in other emerging
market countries. Although economic conditions in such countries may differ
significantly from economic conditions in Mexico, investors' reactions to
developments in any of these other countries may have an adverse effect on the
market value of securities of Mexican issuers. In late October 1997, prices of
both Mexican debt securities and Mexican equity securities dropped
substantially, precipitated by a sharp drop in value of Asian markets.
Similarly, in the second half of 1998, prices of Mexican securities were
adversely affected by the economic crises in Russia and in Brazil. There can be
no assurance that the market value of our securities would not be adversely
affected by events elsewhere, especially in emerging market countries.

FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. We may from time
to time make forward-looking statements in our periodic reports to the
Securities and Exchange Commission on Forms 20-F and 6-K, in our annual report
to shareholders, in offering circulars and prospectuses, in press releases and
other written materials, and in oral statements made by our officers, directors
or employees to analysts, institutional investors, representatives of the media
and others. Examples of such forward-looking statements include:

. projections of operating revenues, net income (loss), net income (loss)
per share, capital expenditures, dividends, capital structure or other
financial items or ratios;

. statements of our plans, objectives or goals, including those relating
to competition, regulation and rates;

. statements about our future economic performance or that of Mexico or
other countries in which we operate; and

. statements of assumptions underlying such statements.

Words such as "believe," "anticipate," "plan," "expect," "intend,"
"target," "estimate," "project," "predict," "forecast," "guideline," "should"
and similar expressions are intended to identify forward-looking statements but
are not the exclusive means of identifying such statements.

Forward-looking statements involve inherent risks and uncertainties. We
caution that a number of important factors could cause actual results to differ
materially from the plans, objectives, expectations, estimates and intentions
expressed in such forward-looking statements. These factors, some of which are
discussed under "Risk Factors" beginning on page 4, include our short history of
operations as an independent company, economic and political conditions and
government policies in Mexico or elsewhere, inflation rates, exchange rates,
regulatory developments, technological improvements, customer demand and
competition. We caution that the foregoing list of factors is not exclusive and
that other risks and uncertainties may cause actual results to differ materially
from those in forward-looking statements.

Forward-looking statements speak only as of the date they are made, and we
do not undertake any obligation to update them in light of new information or
future developments.

Item 4. Information on the Company

THE COMPANY

We are the leading provider of wireless communications services in Mexico.
Through our subsidiary Radiomovil Dipsa, S.A. de C.V., which operates under the
trademark "Telcel," we provide cellular telecommunications service in all nine
regions in Mexico, with a network covering approximately 28.2% of the
geographical area of Mexico, including all major cities, and approximately 87.1%
of Mexico's population. As of March 31, 2001, Telcel had 11.7 million cellular
subscribers and a 74% share of the Mexican wireless market.

We have subsidiaries and joint ventures in the telecommunications sector in
Guatemala, Ecuador, Brazil, Colombia, Venezuela, Argentina, the United States,
Puerto Rico, Mexico and Spain. In November 2000, together with Bell Canada
International Inc. (BCI) and SBC International, Inc. (SBCI), we formed Telecom
Americas Ltd., a joint venture company that holds a number of our international
investments and that will serve as our principal vehicle for expansion in Latin
America. See "Subsidiaries," "Telecom Americas" and "Other Investments."

We expect to have opportunities to further expand our presence outside
Mexico, especially in the United States and in Latin America, because we believe
that the telecommunications sector will continue to be characterized by growth,
technological change and consolidation. We may take advantage of these
opportunities through Telecom Americas or through direct investments or other
strategic alliances. We can make no assurance as to the extent, timing or cost
of future international investments, and such investments may involve risks to
which we have not previously been exposed.

America Movil, S.A. de C.V. is a sociedad anonima de capital variable
organized under the laws of Mexico with its principal executive offices at Lago
Alberto 366, Edificio Telcel I, Colonia Anahuac, 11320, Mexico D.F., Mexico.
The telephone number of America Movil at this location is (522) 581-4409 or
4411.

History

America Movil was established in September 2000 in a spin-off from
Telefonos de Mexico, S.A. de C.V. (Telmex), the largest provider of local and
long-distance telephone services in Mexico. The spin-off was implemented using
a procedure under Mexican corporate law called escision or "split-up." The
shares of America Movil were delivered to Telmex shareholders on February 7,
2001. See "The Spin-off."

Our wireless business in Mexico is conducted through our subsidiary Telcel,
which traces its history to the establishment in 1956 of Publicidad Turistica,
S.A., an affiliate of Telmex that published telephone directories. In 1981, the
Mexican Ministry of Communications and Transportation granted Publicidad
Turistica a concession for the installation and operation of a wireless
telephone system in Mexico City. In 1984, Publicidad Turistica changed its name
to Radiomovil Dipsa, S.A. de C.V., and in 1989, the company began operating
under the trademark "Telcel."

Between 1988 and 1990, Telcel expanded its cellular network on the 800
megahertz (Band B) frequency spectrum to cover Tijuana, Cuernavaca, Toluca,
Guadalajara, Monterrey and the metropolitan area of the Federal District, and in
1990 Telcel began offering cellular services in all nine regions in Mexico.

In 1998, Telcel was awarded the 1900 megahertz (Band D) frequency spectrum
for personal communications services (PCS) in all nine regions in Mexico.
Telcel launched PCS service in Mexico City in 1999 and currently offers the
service in all nine regions.

Our international subsidiaries and our investments in Telecom Americas and
our other international affiliates were acquired during 1999, 2000 and 2001.
See "Subsidiaries," "Telecom Americas" and "Other Investments."

Significant Subsidiaries and Affiliates

The tables below and the diagram that follows set forth our significant
subsidiaries and affiliates as of the date of this annual report. For a complete
list of our subsidiaries and affiliates, see Exhibit 8.1 under Item 19.

Jurisdiction
of Ownership
Name of Company Establishment Interest(1)
- --------------- ------------- -----------

Sercotel, S.A. de C.V................................................. Mexico 100.0%
Radiomovil Dipsa, S.A. de C.V....................................... Mexico 100.0
Cellular Communications of Puerto Rico, Inc. (CCPR)(2)........... Puerto Rico 50.0
SubDipsa Treasury LLC............................................ Delaware 100.0
Inmobiliaria Los Cantaros, S.A. de C.V........................... Mexico 100.0
ARBROS Communications, Inc.(3)...................................... Maryland 24.9
Comm South Companies, Inc.(4).................................... Texas 24.9
TracFone Wireless, Inc.............................................. Florida 97.8
Global Central America, S.A. de C.V (GCA)........................... Mexico 96.4
Speedy Movil, S.A. de C.V........................................... Mexico 85.0
Telecomunicaciones de Guatemala, S.A................................ Guatemala 91.8
Consorcio Ecuatoriano de Telecomunicaciones, S.A. CONECEL........... Ecuador 61.3
Techtel--LMDS Comunicaciones Interactivas, S.A.(5).................. Argentina 60.0
Telstar S.A.(5)..................................................... Uruguay 60.0
Empresas Cablevision, S.A. de C.V................................... Mexico 49.0
CompUSA, Inc........................................................ Delaware 49.0
Telecom Americas Ltd................................................ Bermuda 44.3

______________
(1) Percentage of equity owned by America Movil directly or indirectly through
subsidiaries or affiliates.
(2) We hold our interest in CCPR through SBC International Puerto Rico, Inc., a
joint venture with SBC International, Inc.
(3) We have agreed to acquire an indirect 24.9% interest in ARBROS and hold
warrants to purchase additional shares, the exercise of which would increase
our ownership interest to 45.0%. The acquisition is in two steps, with the
second step scheduled to close in July 2001.
(4) Comm South is a wholly-owned subsidiary of ARBROS.
(5) We have agreed to contribute our interests in Techtel--LMDS Comunicaciones
Interactivas and Telstar S.A. to Telecom Americas Ltd. See "Telecom
Americas."

The table below sets forth the significant subsidiaries and investments in
affiliated companies held by Telecom Americas as of the date of this annual
report.

Jurisdiction
of Economic
Name of Company Establishment Interest(1)
- --------------- ------------- -----------

ATL--Algar Telecom Leste S.A.(2)...................................... Brazil 50.0%
Tess S.A.(3).......................................................... Brazil 100.0
Americel S.A.(4)...................................................... Brazil 32.7
Telet S.A.(4)......................................................... Brazil 32.7
Canbras Communications Corp.(5)....................................... Canada 76.0
Comunicacion Celular S.A. (Comcel)(6)................................. Colombia 73.1
Occidente y Caribe Celular S.A. (Occel)(6).......................... Colombia 56.0
Genesis Telecom, C.A.................................................. Venezuela 56.8

______________________

(1) Economic interest of Telecom Americas, including shares owned directly or
indirectly and shares subject to options or other contractual rights (which
may be subject to regulatory or other conditions) in favor of Telecom
Americas.
(2) Telecom Americas holds a 19.9% voting interest in the holding company
through which it holds its interests in ATL. SBCI indirectly holds a
controlling voting interest in this holding company. America Movil has
entered into an agreement to acquire the remaining 50% economic interest in
ATL from the Williams Communications Group, Inc. Completion of the
transaction is subject to regulatory approvals.
(3) Telecom Americas indirectly holds a 19.9% voting interest in Tess.
(4) Telecom Americas holds a 19.9% voting interest in the holding company
through which it holds its interests in Americel and Telet. BCI indirectly
holds a controlling voting interest in this holding company.
(5) Telecom Americas holds a 49.9% voting interest in the holding company
through which it holds its interests in Canbras. BCI holds a controlling
voting interest in this holding company.
(6) Telecom Americas holds a 49.9% voting interest in the holding company
through which it holds its interests in Comcel and Occel. BCI indirectly
holds a controlling voting interest in this holding company. Comcel holds a
76.5% equity interest in Occel.

[Chart showing significant subsidiaries and affiliates of America Movil as of
the date of this annual report.]

BUSINESS OF TELCEL

Telcel is the leading provider of wireless communications services in
Mexico. As of March 31, 2001, Telcel's cellular network covered 28.2% of the
geographical area of Mexico, including all major cities, and 87.1% of Mexico's
population. Telcel holds concessions to operate a wireless network in all nine
regions in Mexico using both the 800 megahertz (Band B) and 1900 megahertz (Band
D) radio spectrums.

In 2000, Telcel had revenues of Ps.22,539 million, representing 77.2% of
the consolidated revenues of America Movil for such period, and net income of
Ps.2,011 million. At December 31, 2000, Telcel had total assets of Ps.60,620
million, representing 68.1% of the total assets of America Movil as of such
date. As of March 31, 2001, Telcel had 11.7 million cellular subscribers and a
74% share of the Mexican wireless market. Approximately 25% of Telcel's
cellular subscribers are located in the Mexico City area.

Where roaming agreements are in place, Telcel is able to offer service to
customers of other wireless providers when they travel through its service area,
and Telcel subscribers can roam through other wireless providers' service areas.
Telcel continues to expand its cellular communications network to cover as broad
a geographical area as is economically feasible in order to meet consumer
demand.

The following table sets forth information on Telcel's subscriber base,
coverage and related matters at the dates and for the periods indicated:

December 31, March 31,
------------------------------------------------------
1996 1997 1998 1999 2000 2001
------- ------- ------- ------- ----------- -----------

Cellular lines in service (thousands):
Prepaid subscribers......................... 261 661 1,465 4,450 9,488 10,703
Postpaid subscribers........................ 396 452 648 822 874 1,011
Total................................... 657 1,113 2,113 5,272 10,462 11,714
Subscriber growth during preceding 12 months.... 64.7% 69.3% 89.8% 149.4% 98.4% 80.3%
Cellular penetration(1)......................... 0.7% 1.2% 2.2% 5.4% 10.7% 12.0%
Percentage of population covered(2)............. 79.8% 80.2% 80.6% 82.3% 86.3% 87.1%
Average monthly minutes of use per
subscriber during preceding 12 months.......... 115 100 96 90 86 84
Average monthly revenues per subscriber
during preceding 12 months(3).................. Ps. 815 Ps. 542 Ps. 504 Ps. 345 Ps. 228 Ps. 224
Cellular call minutes for the preceding 12
months (millions).............................. 750 1,026 1,784 3,513 7,891 8,959

___________
(1) Number of Telcel cellular lines in service divided by the population of
Mexico.
(2) Percentage of population that can access Telcel's cellular telephone signal.
(3) In constant pesos as of December 31, 2000.

The business of Telcel is subject to comprehensive regulation and
oversight by the Mexican Communications Ministry (Secretaria de Comunicaciones y
Transportes) and the Federal Telecommunications Commission (Comision Federal de
Telecomunicaciones or Cofetel). The Communications Ministry is part of the
executive branch of the Mexican federal government, and Cofetel is an agency of
the Communications Ministry. Regulation and oversight are governed by the Law of
General Means of Communication, the Telecommunications Regulations adopted under
such law, the Federal Law of Telecommunications and the concessions and license
agreements granted by the Communications Ministry. See "--Regulation."

Services and Products

Voice Services

Telcel offers voice services under a variety of rate plans to meet the
needs of different user segments. The rate plans are either "postpaid"--where
the customer is billed monthly for the previous month--or "prepaid"--where the
customer pays in advance for a specified volume of use over a specified period.

Telcel's postpaid plans include the following charges:

. monthly charges, which usually include a number of free minutes of use,
. usage charges, for usage in excess of the specified number of minutes
included in the monthly charge, and
. additional charges, including charges for call forwarding, call waiting
and call blocking.

Certain plans include the cost of roaming and long-distance in the price
per minute so that all calls within Mexico cost the same amount per minute. Some
postpaid plans are designed for high and moderate usage subscribers, who are
typically willing to pay higher monthly fees in exchange for larger blocks of
free minutes, services such as voicemail, call forwarding, call waiting, caller
ID and three-way calling, and lower per minute airtime charges under a single
contract. To satisfy the more limited needs of low-usage postpaid subscribers,
Telcel also offers plans which provide a moderately priced, fixed monthly charge
coupled with a high per minute airtime charge and relatively few free minutes.
Postpaid customers, which include many corporate accounts and professionals,
often subscribe for additional digital services such as voicemail, call
forwarding, call waiting, caller ID and three-way calling, which are all
included in the monthly fee. In 2000, approximately 44% of Telcel's operating
revenues were derived from postpaid customers of Telcel.

Telcel adjusts its rates based on inflation rates and international
standards. In July 1998, Telcel increased its nominal rates for monthly charges
by 7% and usage charges by 5%, and in April 1999, it increased its nominal rates
for monthly charges by 12%. Rates for postpaid plans did not increase in 2000,
and are expected to remain stable as long as the Mexican economic environment
remains stable. Telcel offers discounts that reduce the effective rates paid by
its customers based on the time of use, so that calls made during off-peak hours
(10 p.m. to 8 a.m. during the week, and anytime on weekends) are less expensive
than calls made during the remaining, or peak, hours.

Telcel also offers several prepaid plans, none of which includes activation
or monthly charges. Prepaid customers purchase a prepaid card for a specific
amount of airtime and also receive additional services such as voicemail and
caller ID, although less comprehensive than those available under postpaid
plans. Telcel plans to offer short message services (SMS) and cellular digital
packet data (CDPD) services to prepaid customers in the second half of 2001.
Prepaid customers typically generate low levels of cellular usage and are often
unwilling to make a fixed financial commitment or do not have the credit profile
to purchase postpaid plan cellular services. Prepaid plans serve the needs of
distinct consumer segments such as the youth market, families, customers with
variable income who otherwise would not be able to obtain service due to their
credit profile, and customers who prefer to pay in cash. Prepaid customers also
include parents who wish to control costs for their children. In 2000,
approximately 56% of Telcel's operating revenues were generated by prepaid
customers of Telcel.

The number of Telcel's prepaid customers grew by 113% in the 12-month
period ended December 31, 2000, compared with a growth rate of 18% in postpaid
subscribers. Telcel believes the prepaid market represents a large and growing
under-penetrated market and an opportunity to improve margins because compared
to the average postpaid plan, prepaid plans involve higher average per minute
airtime charges, lower cost to acquire subscribers and no billing costs, credit
or payment risk. However,

prepaid customers on average have substantially lower minutes of use than
postpaid customers and do not pay monthly fees and, as a result, generate
substantially lower average monthly revenues per customer.

In May 1999, pursuant to a decision of Cofetel, Mexico changed to the
"calling party pays" system for cellular service, under which subscribers only
pay for outgoing calls. This replaced "mobile party pays," under which
subscribers also paid for incoming calls. Subscribers have the option of
retaining the "mobile party pays" system but must change their cellular
telephone number to do so.

Data Services

Message services

Telcel began to offer data services in the form of short message services
(SMS) to its postpaid customers in April 1998, and plans to offer these services
to prepaid subscribers in the second half of 2001. SMS offers a one-way paging
service as well as a variety of information services pre-selected by customers,
including weather reports, financial quotes and entertainment news.

Internet

Wireless application protocol (WAP) is a global standard designed to make
Internet services available to mobile telephone users. At present, services
available through WAP include e-mail, data and information services and
electronic commerce transactions. The standard allows a micro "browser" in a
mobile phone to link into a gateway service in Telcel's network enabling users
to scroll through different pages of information on the Internet.

Telcel launched its WAP gateway for the major cities in all nine regions in
Mexico in September 2000, enabling mobile telephone users in those regions to
access e-mail, banking, a variety of reservation and other types of electronic
commerce services.

Data transmission

In September 2000, Telcel rolled out a data service network based on the
cellular digital packet data (CDPD) platform available to postpaid subscribers
in the major cities in all nine regions. Telcel plans to make CDPD services
available to its prepaid subscribers in the second half of 2001. The CDPD
network is a packet-switched network that takes advantage of the fact that, in
many data applications, information is sent in bursts of activity, with
intermittent quiet periods. Unlike data services carried over circuit-switched
analog or digital wireless networks, the CDPD platform provides a significantly
more cost-effective means of sending data for the majority of applications, as
it allows many users to share the network channel. Instead of dialing in,
subscribers to the CDPD system always remain connected to a network service that
provides access to packet data networks.

Telcel's CDPD services are able to accommodate such industry-specific
applications as:

. Telemetry--Wireless networks will allow companies such as gas and
electric suppliers to track customer usage via wireless connection
between the field meter and a central control. Telemetry can also be
applied in medicine to monitor patients within and away from the
hospital.

. Wireless credit card validation--Terminal equipment allows merchants to
verify credit/debit cards. With CDPD, the validation terminals can
remain online wirelessly, substantially reducing the time required to
process a validation and eliminating the need for a separate telephone
line at the verification terminal. This can open up a variety of new
applications in remote service industries, such as fast food and
delivery.

. Dispatch applications--Courier companies, delivery companies, and
companies with large field installation and repair groups use the CDPD
technology to support their employees. Workers can be dispatched with
detailed work orders, can access customer databases from the field and
can close out work orders online.

. Public safety applications--States and municipalities can use CDPD as
the primary means of data communication with public safety vehicles.

. Automated vehicle location--Utilizing a small device containing a CDPD
modem and a global positioning system, or GPS, device, users can track
vehicle fleets on the Internet, allowing rapid, cost-effective access to
the information necessary to route and dispatch vehicles and packages.

Telcel plans to offer circuit switch data (CSD) and general packet radio
services (GPRS) through its new GSM network, expected to be launched in the
third quarter of 2001. See "--Wireless Network."

Products

Telcel offers a variety of products as complements to its wireless service,
including handsets and accessories such as chargers, headsets, belt clips and
batteries. As part of its basic prepaid service offering, Telcel provides new
customers with an Amigo Kit, which includes a handset, a charger and other
accessories at a subsidized price. New postpaid customers also receive a handset
at a subsidized price.

In the past, Telcel has offered a variety of handset types, including
analog, digital and dual-mode dual-band devices. Most of the handsets that
Telcel currently offers are dual-mode dual-band, which can operate in both
analog and digital modes and can switch between the 800 and 1900 megahertz radio
spectrums.

Interconnection

Telcel earns interconnection revenues from any call to one of its
subscribers, or to a roaming subscriber of another cellular service provider
located within the region covered by Telcel, that originates with another
service provider (cellular or fixed). Telcel charges the service provider from
whose network the call originates an interconnection charge for every minute
Telcel's network is used in connection with the call. The current
interconnection charge in Mexico for calls made from a fixed line to a cellular
line or from a cellular line to another cellular line is Ps.1.90 per minute.

The current interconnection charge for calls made from a cellular line to a
fixed line, which Telcel pays to Telmex, is Ps.0.31 per minute.

Telcel has entered into interconnection agreements with Telmex and other
service providers in connection with its TDMA network, and expects to enter into
similar agreements in connection with its new GSM network shortly. The
interconnection agreements specify a number of connection points, locations of
interconnection points, the method by which signals must be transmitted and
received and the costs and fees of interconnection. See "--Regulation--
Interconnection."

Roaming

Telcel offers domestic as well as international roaming services to
participating subscribers. Subscribers who pay the domestic roaming rates gain
access to the nationwide Telcel network, while subscribers paying the
international roaming fees are able to roam outside of Mexico, using the
networks of cellular service providers with which Telcel has entered into
roaming agreements. Telcel has entered into 77 such agreements, 54 of them with
U.S. cellular service providers, 9 with Canadian providers, 13 with Central and
South American providers and one with operators of worldwide satellites. Under
the roaming agreements, when a call is made from within one of Telcel's
concession regions by a subscriber of another cellular service provider, that
service provider pays Telcel for the call at the applicable rate. Conversely,
when a Telcel subscriber makes a cellular call outside a covered region, Telcel
must pay the applicable charges to the cellular service provider in whose region
the call originates. These payments are channeled through Telecommunication
Services International, which functions as a central international clearing
house that collects and redistributes roaming fees from and to the participating
providers.

Marketing

Telcel develops customer awareness through its marketing and promotion
efforts and high-quality customer care. It builds upon the strength of its well-
recognized brand name to increase consumer awareness and customer loyalty,
employing continuous advertising efforts through print, radio, television,
sponsorship of sports events and other outdoor advertising campaigns. In
addition, Telcel employs concentrated advertising efforts to promote specific
products and services such as the Amigo Kit and its Internet services.

Telcel targets groups of customers who share common characteristics or have
common needs. Telcel then assembles a packet of services that meets the
particular needs of that targeted group through one of its various pricing
plans. As part of its promotional efforts, Telcel offers its new prepaid and
postpaid subscribers a free or subsidized handset when they subscribe, which the
postpaid customers may keep after 12 months' service.

Telcel has designed promotional packages, including free handsets and low
monthly fees, to encourage new customers and current prepaid customers to
subscribe to postpaid plans that include services such as voicemail, call
waiting and caller ID.

Sales and Distribution

Telcel markets its wireless services primarily through exclusive
distributors located throughout Mexico. In 2000, approximately 86% of Telcel's
sales of handsets were generated by the cellular distributors, with
approximately 12% from sales in company-owned stores, and approximately 2% from
direct sales to corporate accounts.

Telcel has relationships with a broad network of approximately 781
exclusive distributors, who sell Telcel's services and products. A distributor
receives a first commission each time a new customer is signed up, another
commission if the customer stays for a specific period, and an additional amount
based on the total number of cellular customers Telcel has at a particular time.
Telcel operates permanent training and evaluation programs for distributors to
help maintain the level of service quality.

Telcel's company-owned retail stores offer one-stop-shopping for a variety
of cellular services and products. Walk-in customers can subscribe for postpaid
plans, purchase prepaid cards and purchase handsets and accessories. Company-
owned stores also serve as points of customer service and payment centers.
Telcel owns and operates 99 customer sales and service centers throughout the
nine regions and will continue to open new service centers in order to offer its
products directly to subscribers in more effective ways.

In addition, Telmex distributes Telcel's prepaid cards and handsets, the
latter as part of "Amigo kits" consisting of handsets and either 100 or 300
minutes of free airtime, through its network of retail outlets. Telmex
purchases the Telcel prepaid cards and handsets on the commercial terms given to
other cellular distributors.

To service the needs of its large corporate and other high-usage customers,
Telcel has a dedicated corporate sales group.

Telcel is currently developing a project to sell and distribute its
products and services over the Internet, and began to offer the Amigo Kit
package of handsets and accessories on its website in January 2001.

Billing and Collection

Telcel bills its postpaid customers through monthly invoices, which detail
itemized charges such as usage, services such as voicemail, call forwarding,
call waiting, caller ID and three-way calling, and long-distance and roaming
charges. Customers may pay their bills with a credit card, through a bank

(including its Internet website), or in person at Telcel retail stores. Telcel
expects to provide its customers with the option of paying bills through its
Internet website in the third quarter of 2001.

If a postpaid customer's payment is more than 17 days past due, service may
be suspended until full payment for all outstanding charges is received. If the
subscriber's payment is more than 60 days past due, service may be discontinued.
Accounts that are more than 90 days past-due are considered doubtful accounts.
Prepaid customers may continue to receive calls for up to 180 days after they
exhaust the prepaid credits, but must purchase additional credits within 60 days
of the previous prepayment to make outgoing calls.

Customer Service

Telcel places a high priority on providing its customers with quality
customer care and support. Approximately 60% of Telcel's employees are
dedicated to customer service. Customers may call a toll-free telephone number
or go to one of the 99 company-owned retail stores located throughout the nine
regions for inquiries regarding their service or plan options. In addition,
using Telcel's website, subscribers may access information about their account
balance, learn about the various offered rate plans, products and promotions, as
well as subscribe for additional services.

Wireless Network

Telcel's wireless networks use both analog and digital technologies. Telcel
uses time division multiple access (TDMA) digital technology in the 800
megahertz (Band B) and the 1900 megahertz (Band D) frequency spectra, and
expects to launch a new network using global system for mobile communications
(GSM) digital technology in the 1900 megahertz (Band B) frequency spectrum in
the third quarter of 2001. TDMA is a digital technology that divides radio
spectrum into assigned time slots to transmit signals. Compared to analog
technology, TDMA makes voice signals harder to intercept, increases traffic
volume and offers improved voice quality. GSM is a digital standard used in
Europe, North America and elsewhere. Compared to TDMA, GSM provides access to a
better developed path toward third generation wireless technologies and, because
it is so widely used, faster availability of new products and services and a
wider variety of suppliers. CDMA is an alternative digital technology that
divides radio spectrum using codes, rather than time slots. Compared to TDMA and
GSM, it permits more subscribers to use the same spectrum, but it is less mature
and less well supported by suppliers and the path from CDMA to third generation
technologies is not as developed as for GSM.

In the fourth quarter of 2000, Telcel introduced data services based on
CDPD technology that is designed to improve data transmission services on its
TDMA network and to bridge the gap between second and third generation wireless
technologies. In the third quarter of 2001, Telcel plans to offer CSD and GPRS
date services through its new GSM network.

Analog and digital technologies

Telcel offers both analog and digital cellular service. Digital service is
currently provided using the TDMA service standard and will also soon be
provided using the GSM service standard. Telcel believes that digital technology
offers many advantages over analog technology, including substantially increased
network capacity, greater call privacy, enhanced services and features, lower
operating costs, reduced susceptibility to fraud and the opportunity to provide
improved data transmissions. Digital service also enables Telcel to provide
added benefits and services to its customers, including SMS, extended battery
life and caller ID.

As Telcel grows, it will need to increase its capacity in order to support
higher network traffic. Digital voice paths require less radio frequency
spectrum capacity than do analog voice paths. In addition to enhancing capacity,
digital technology also gives Telcel a cost advantage by allowing Telcel to
produce network minutes with less capital and operating expense than analog
technology. Not only is the cost of digital network equipment lower per voice
path than analog network equipment, but also fixed

costs, such as towers, shelters and other common equipment, are reduced by
spreading them over a larger geographical area.

Telcel is in the process of digitalizing its radio base stations, and at
December 31, 2000, 40.8% of Telcel's total network traffic used the TDMA digital
cellular service. Telcel uses digital switches and transmission equipment, and
is in the process of digitalizing its traffic channels. All of Telcel's radio
bases are currently equipped with digital and analog traffic channels.
Converting from analog to digital service requires the subscriber to purchase a
dual-mode handset that costs approximately U.S.$125 to U.S.$230. Telcel sells
some digital handsets below cost to induce subscribers to convert from analog to
digital service.

TDMA network

Telcel currently uses TDMA technology for its digital network. TDMA permits
the use of advanced dual-mode dual-band handsets that allow for roaming across
analog and digital systems and across 800 megahertz and 1900 megahertz
spectrums. TDMA digital technology also allows for enhanced services and
features, such as short alphanumeric message service, extended battery life,
added call security and improved voice quality. TDMA equipment is available from
leading telecommunications vendors such as Lucent, Ericsson and Nortel Networks
Corporation. A number of other wireless service providers have chosen CDMA or
GSM as their digital wireless technology, and Telcel is launching a new GSM
network in the third quarter of 2001.

GSM Network

Ericsson has agreed with Telcel to build, install and transfer to Telcel a
GSM network in the 1900 megahertz frequency spectrum in all nine regions in
Mexico. The first phase of the new network is scheduled to be in commercial
operation in the third quarter of 2001. The new GSM network will allow Telcel to
augment its digital capacity and progress in its evolution toward the third
generation of wireless technology. GSM technology supports a wide range of voice
and data services, including CSD, high-speed CSD and CPRS, and is currently the
most widely used and tested wireless system in the world. GSM technology is
expected to yield global economies of scale in developing network equipment and
handsets, as well as seamless global roaming capabilities.

In its first stage, Telcel's GSM network will offer service in all nine
regions, but will not provide coverage in all cities in those regions. As Telcel
rolls out the GSM network, it plans to expand GSM coverage throughout the nine
regions while continuing to expand the TDMA network, but at a slower rate. The
continued development and upgrading of the TDMA network will allow Telcel to
support its growing number of subscribers and provide it with an increased
ability to expand coverage and variety and quality of service.

CDPD technology

The cellular digital packet data (CDPD) platform is an industry standard
that allows most applications written for the Internet as well as many corporate
applications to run efficiently over the network without modification. Using
CDPD, data files and transactions are divided into small packets and sent on a
dedicated wireless channel. In many data applications, data is sent in bursts
with intermittent quiet periods. Packet transmission technologies take advantage
of this fact and allow user data to be efficiently carried on the same network
channel. As a result, relative to data services carried over circuit-switched
analog or digital wireless networks, the packet-switched CDPD service is a
significantly more cost-effective means of sending data for the majority of
applications because it allows many users to share the same channel. The use of
packet switching capabilities on existing digital networks through CDPD is
considered to be the first level of the transitional stage in the wireless
industry between second and third generation technologies, referred to as 2.5G.
Telcel rolled out its CDPD service in all nine regions using its TDMA network in
September 2000.

CSD and HSCSD technology

Circuit switch data (CSD) is an alternative system based on circuit switch
platforms that provides data services by integrating the existing voice
infrastructure. Like CDPD, CSD is considered to be the first level of 2.5G
technology.

High-speed CSD (HSCSD) offers the same service as CSD, using voice channels
for data transmission, but by joining several slots of information it offers
increased capacity and speed, making it better suited to the needs of users
transmitting large amounts of information. Telcel plans to offer CSD as well as
HSCSD services in all nine regions through its new GSM network.

GPRS technology

General packet radio services (GPRS) is a system for the transmission of
data in packets using the GSM platform. It allows for the high-speed
transmission of information and accommodates a variety of handsets, offering
some third generation services but using different bands, hardware and software.
GPRS allows GSM operators to offer new Internet protocol services and provide
more attractive Wireless Internet Applications to a wide group of users. It
offers customers efficient access to the Internet, allowing several users to
share the same air-interface resources. Operators using GPRS are able to charge
their customers based on the amount of transferred data rather than air time,
making GPRS a more attractive option for short transmissions of data. GPRS is
similar to the CDPD technology offered through Telcel's TDMA network, but it
allows greater capacity than CDPD. Together with CSD and HSCSD services, GPRS
services will allow Telcel's GSM to select data services suited to their
specific needs.

Third generation development strategy

Third generation technologies will provide high-speed wireless packet data
services and ultimately voice services over the Internet. Any successful third
generation strategy must allow the wireless provider to achieve a pervasive
footprint quickly and cost effectively and on a global scale through
international roaming capacities. While third generation networks are currently
under development and evaluation, transitional technologies including CDPD, CSD
and GSM/GPRS have begun to bridge the gap between second and third generation
technologies by offering enhanced high-speed data services.

Telcel is considering choosing enhanced data rates for global evolution
(EDGE) as the intergeneration wireless architecture that will facilitate its
ultimate deployment of third generation technology. One benefit of EDGE is that
it can be deployed in existing spectrum. As customers upgrade their equipment to
EDGE, Telcel expects that all the applications developed and deployed today will
be able to operate at higher speeds and in more places. EDGE is currently being
developed by Ericsson, Nokia, Nortel, Lucent and Motorola.

The evolution from 2.5G to third generation technology is expected to make
wireless networks capable of transmitting voice, data and video over a single
network. The wireless industry has recently agreed to converge towards a common
standard called wideband CDMA (W-CDMA) for the development of third generation
technology. W-CDMA offers configurations that allow multifaceted processing and
enable the transmission of large volumes of data, such as video data, at high
speeds.

As part of its strategic evaluation concerning the deployment of EDGE
technology, Telcel is engaged in discussions with suppliers and plans to test
the technology with heavy-use or corporate users. Telcel expects to launch EDGE
with the existing cellular or PCS technologies, and migrate to the W-CDMA third
generation technology once a new set of broadband frequencies is made available
by regulators. To this end, Telcel is encouraging regulators to establish the
new set of frequencies necessary for the deployment of W-CDMA.

Spectrum

Telcel currently holds concessions in each of the nine regions of Mexico in
both the 800 megahertz and 1900 megahertz radio spectrums and is the only
wireless provider in Mexico with a functioning nationwide network. Two other
companies also hold concessions for nationwide service using the 1900 megahertz
spectrum. While Cofetel has not indicated which frequency spectrum it will
auction to deploy the third generation technology system or when such auction
will occur, Telcel expects to actively participate in such auction if and when
it occurs to ensure that its network meets the consumer demand and that we
retain our leading competitive position.

Fixed Wireless

Fixed wireless technology provides wireline quality voice telephony
available over cellular networks. Voice channels are delivered over the existing
telephone wiring within the residence or small business premises, allowing
customers to utilize their existing telephones.

Telcel provides fixed wireless voice services to Telmex's Ladafon shared
telephone network, under which a line is available for public use by the
residents of multi-unit dwellings. Telephone service is provided at a discount
through existing wire lines within the residential premises, which are then
connected to Telcel's cellular network. Telcel also provides fixed wireless
service to Telmex's Ladatel public telephone network.

Property

Telcel's wireless network includes transport and computer equipment, as
well as exchange and transmission equipment consisting primarily of switches
(which set up and route telephone calls either to the number called or to the
next switch along the path, and which may also record information for billing
and control purposes), cellular base stations (radio transmitters or receivers
that maintain communications with the cellular telephones within given
geographical areas or "cells"), microcells (small cells covered by low-power
base stations) and local links and repeaters (equipment for radio or fiberoptic
transmission between network elements). At December 31, 2000, Telcel owned and
operated 99 customer sales and service centers, a total of 2,158 radio base
stations, 110 repeaters and 48 switching centers. Telcel owns certain properties
for commercial and administrative offices and the installation of some of its
equipment, while it leases other locations. Telcel operates certain equipment on
Telmex property under a co-location agreement. See "Related Party Transactions"
under Item 7.

Telcel currently relies on Ericsson for the supply of more than 75%
(measured in terms of cost) of its switch and cell site equipment. Telcel
purchases handsets and other customer equipment primarily from Nokia,
Brightpoint, Ericsson and Cellular Express.

Competition

Telcel faces competition from other cellular providers using the 800
megahertz (Band A) spectrum in each of the regions in which we operate, and the
Mexican government has granted PCS licenses to other carriers that are in the
process of developing wireless service on the 1900 megahertz (Bands A, D and F)
spectrum. Telcel's competitors in Mexico include Grupo Iusacell, S.A. de C.V.,
which is controlled by Verizon, Pegaso Telecomunicaciones, S.A. de C.V. and
several companies that Telefonica S.A. recently acquired from Motorola. Telcel
estimates that its share of the Mexican cellular market was 74% at March 31,
2001.

Concessions in the same nine regions have also been granted to permit the
provision of PCS services using the A, B, D and E bands. Telcel uses Band D to
provide PCS services and competes with other PCS services providers using the A,
B and E bands in each of the nine regions.

The effects of competition on Telcel depend, in part, on the business
strategies of its competitors and the general economic and business climate in
Mexico, including demand growth, interest rates, inflation and exchange rates.
The effects could include loss of market share and pressure to reduce rates.

Telcel believes that its strategies to meet competition will continue to help
limit its loss of market share and that any loss of market share will be partly
offset by increasing demand.

Regulation

Set forth below is a summary of certain provisions of the General
Communications Law, the Telecommunications Law, the Telecommunications
Regulations and the various concessions held by Telcel.

General

The General Communications Law, the Telecommunications Law and the
Telecommunications Regulations provide the general legal framework for the
regulation of telecommunications services in Mexico. The Telecommunications Law
replaced certain provisions of the General Communications Law, but those
provisions of the General Communications Law not specifically addressed in the
Telecommunications Law remain in effect. Other regulations implementing
particular provisions of the Telecommunications Law have been adopted or are
pending. The objectives of the Telecommunications Law are to promote the
efficient development of the telecommunications industry, to encourage fair
competition in the provision of quality, low-priced services and to assure
satisfactory breadth of coverage of the Mexican population.

Under the Telecommunications Law and the Telecommunications Regulations, a
provider of public telecommunications services, such as Telcel, must operate
under a concession granted by the Communications Ministry. Such a concession may
only be granted to a Mexican citizen or corporation and may not be transferred
or assigned without the approval of the Communications Ministry. A concession to
provide services which utilize electro-magnetic frequencies, such as cellular
telecommunications services, may have a term of up to twenty years and may be
extended for additional terms of equal duration.

The Telecommunications Law requires public telecommunications
concessionaires to establish open network architecture which permits
interconnection and interoperability. Operators of private networks that do not
use electro-magnetic frequencies are not required to obtain a concession to
provide private telecommunications services but are required to obtain approval
from the Communications Ministry.

Regulatory Oversight

The Communications Ministry is the government agency principally
responsible for regulating telecommunications services. The Ministry's approval
is required for any change in Telcel's bylaws. It also has broad powers to
monitor Telcel's compliance with the concessions, and it can require Telcel to
supply it with such technical, administrative and financial information as it
may request. Telcel is required to publish its annual network expansion program,
and Telcel must advise the Ministry of the progress of its expansion and
modernization program on a quarterly basis.

The Telecommunications Law provided for the establishment of an
administrative agency, Cofetel, to regulate the telecommunications industry.
Cofetel commenced operations in August 1996. It is an independent agency within
the Communications Ministry, with four commissioners appointed by the
Communications Ministry on behalf of the President of Mexico, one of whom is
appointed as chairman. Many of the powers and obligations of the Communications
Ministry under the Telecommunications Law and the Telecommunications Regulations
have been delegated to Cofetel.

The General Communications Law gives certain rights to the Government in
its relations with concessionaires, including the right to take over the
management of America Movil in cases of imminent danger to national security or
the national economy. The General Communications Law also provides that Telcel
may not sell or transfer any of its assets unless it gives the Government a
right of first refusal. If the Government declines to exercise its right,
Telcel's unions also have a right of first refusal.

The Telecommunications Law provides that if a company is determined by the
Federal Competition Commission to be dominant in a relevant market, the
Communications Ministry has the power to adopt specific regulations on rates,
quality of service and information provided by a dominant provider. To date,
there has been no indication that Telcel may be considered a dominant provider,
although there can be no assurance that proceedings to make such a determination
will not be initiated in the future.

Rates

The General Communications Law, the Telecommunications Law and the
Telecommunications Regulations provide that the basis for setting rates of a
telecommunications concessionaire is set forth in its concession. Cellular rates
are not subject to a price cap or any other form of price regulation. However,
Telcel and other cellular carriers operating in Mexico are required to disclose
their rates for cellular service to the Communications Ministry and are
prohibited from setting rates below cost. The Communications Ministry is
authorized to impose specific rate requirements on any operator that is
determined by the Federal Competition Commission to have substantial market
power. No such determination has been made with respect to the market for
cellular telecommunications services.

Concessions

Telcel operates under several different concessions covering particular
frequencies and regions. It holds nine separate regional concessions, which
together cover all of Mexico, to provide cellular telecommunications services
using the 800 megahertz (Band B) radio spectrum. It also holds nationwide
concessions to use the 1900 megahertz (Band D) radio spectrum and a related
concession to provide cellular telecommunications services on that frequency.
The Band B concessions require Telcel to pay fees determined as a percentage of
gross revenues derived from the concessioned services. The percentage is 5% for
the Mexico City area and up to 10% elsewhere. The 1900 megahertz concessions
were purchased for a fixed amount in 1998 and do not require Telcel to pay
continuing fees.

The eight Band B concessions covering regions other than the Mexico City
area were granted for initial terms of twenty years that will expire in 2010 and
2011. The Band B concession covering the Mexico City area (Region 9) was renewed
effective October 2000 for a term of fifteen years that will expire in October
2015. The 1900 megahertz concessions were granted in 1998 for an initial term of
20 years that will expire in 2018.

Expansion and Modernization Requirements

Telcel's concessions impose a number of requirements for expansion and
modernization of its network. For both cellular service provided within the 800
megahertz frequency and PCS services provided within the 1900 megahertz
frequency, the concessions establish certain minimum network capacities that
Telcel must achieve, to extend service coverage to a targeted percentage of
population. We are in compliance with these requirements.

Service Quality Requirements

The concessions also set forth extensive requirements for the quality and
continuity of Telcel's service, including maximum rates of incomplete and
dropped calls and connection time. Due to the fast growth in cellular services,
Telcel, like all Mexican cellular carriers, has faced some service problems.
Cofetel adopted a resolution giving cellular users certain bonus time during
April and May of 2000. Service problems have not, however, had any material
adverse regulatory impact.

Competition

The Telecommunications Regulations and the concessions contain various
provisions designed to introduce competition in the provision of communications
services. In general, the Communications Ministry is authorized to grant
concessions to other parties for the provision of any of the services provided
by Telcel under the concessions.

Interconnection

Terms of interconnection (including fees) are negotiated between Telcel and
other service providers. In the event they are unable to agree, the
Communications Ministry may impose terms on Telcel and the other providers. The
current interconnection charge in Mexico for calls made from a fixed line to a
cellular line or from a cellular line to another cellular line is Ps.1.90 per
minute.

Termination of the Concessions

The General Communications Law and the concessions include various
provisions under which the concessions may be terminated before their scheduled
expiration dates. Under the General Communications Law, the Communications
Ministry may cause early termination of any of the concessions in certain cases,
including:

. failure to expand telephone services at the rate specified in the
concession;
. interruption of all or a material part of the services provided by
Telcel;
. transfer or assignment without Ministry approval of the concession or
any asset used to provide service;
. violation of the prohibition against ownership of shares of Telcel by
foreign states;
. any material modification of the nature of Telcel's services without
prior Ministry approval; and
. breach of certain other obligations under the General Communications
Law.

In addition, the concessions provide for early termination by the
Communications Ministry following administrative proceedings in the event of:

. a material and continuing violation of any of the conditions set forth
in the concessions;
. material failure to meet any of the service expansion requirements under
the concessions;
. material failure to meet any of the requirements under the concession
for improvement in the quality of service;
. engagement in any telecommunications business not authorized under the
concession and requiring prior approval of the Communications Ministry;
. following notice and a cure period, failure without just cause to allow
other concessionaires to interconnect their networks to Telcel's
network; or
. bankruptcy of Telcel.

The General Communications Law provides that in the event of early termination
of one of Telcel's cellular concessions, all assets that are the subject of such
concession would revert to the Government without compensation to Telcel. In the
event of early termination of one of Telcel's PCS concessions, the Government
would have the option to purchase the equipment, installations and other assets
used directly for the exploitation of the frequencies which are the subject of
such concession. There is substantial doubt as to whether the provisions of the
concessions and the Telecommunications Regulations regarding the consequences of
expiration of the concessions would apply to mitigate the provisions of the
General Communications Law in the event of early termination.

SUBSIDIARIES

We have subsidiaries in the telecommunications sector in Guatemala,
Ecuador, the United States and Argentina. Our principal subsidiaries are
described below. The revenues of our subsidiaries other than Telcel represented
22.8% of our consolidated revenues for 2000.

Telgua

Telecomunicaciones de Guatemala, S.A. (Telgua) is a fixed-line
telecommunications operator in Guatemala that was privatized in November 1998.
Through certain affiliates, Telgua also provides wireless, Internet, cable
television, paging, data transmission and other services in Guatemala. We
indirectly own 91.8% of the stock of Telgua and 96.4% of the stock of the
affiliates. A portion of our interest in the affiliates was acquired in May 1999
through our subsidiary Global Central America, S.A. de C.V. (GCA). Our interest
in Telgua and the balance of our interest in the affiliates was acquired in
March 2000. We use the term "Telgua" below to refer to Telgua and the affiliates
together.

In 2000, Telgua had combined revenues of Ps.4,111 million and a combined
net income of Ps.85 million. The combined revenues of Telgua from April 2000,
when we began consolidating Telgua, through the end of 2000 represented 11.9% of
the consolidated revenues of America Movil for 2000. At December 31, 2000,
Telgua had total assets of Ps.10,940 million, representing 11.9% of the total
assets of America Movil as of such date.

Business and strategy. At March 31, 2001, Telgua had approximately 659,000
fixed-line subscribers, representing approximately 5.8 lines per 100 inhabitants
and a market share of approximately 96%. At March 31, 2001, Telgua had 3,132
employees.

Telgua's wireless business is operated by its affiliate Servicios de
Comunicaciones Personales Inalambricas, S.A. (Sercom). Sercom's cellular network
uses CDMA digital technology and covers approximately 26% of the geographical
area of Guatemala and approximately 54% of its population. At March 31, 2001,
Sercom had approximately 283,600 wireless subscribers, representing a market
share of approximately 39%. At March 31, 2001, Sercom had 354 employees. Sercom
invested approximately U.S.$65.2 million to expand its wireless network in 2000
and plans to invest an additional U.S.$32.7 million by the end of 2001.

Telgua offers a variety of services through its fixed-line and wireless
networks, including Internet access, data transmission, cable television, two-
way communication systems used mainly for group communication and dispatch
applications, or "trunking," and also sells handsets and related products.
Telgua markets and distributes its services and products directly to customers
and also employs a network of independent distributors for services and products
other than basic telephony, such as prepaid calling cards and handsets. Telgua's
marketing strategy emphasizes the quality and reliability of services and
products.

Competition. Telgua continues to be the principal provider of fixed-line
services in Guatemala. Telgua's principal competitors in the wireless sector are
Millicom (Comcel) and Telefonica. In addition, BellSouth recently commenced
wireless operations in Guatemala.

Regulatory environment. Telgua's business is subject to comprehensive
regulation and oversight by the Guatemalan Telecommunications Agency
(Superintendencia de Telecomunicaciones de Guatemala) under the General
Telecommunications Law (Ley General de Telecomunicaciones). Telgua holds a
license from the Guatemalan government to operate its nationwide fixed-line
network and numerous licenses to operate its cellular network on different
frequencies and in different regions. See "Legal Proceedings" under Item 8 for a
discussion of certain proceedings that the Guatemalan government has commenced
against Telgua.

Conecel

Consorcio Ecuatoriano de Telecomunicaciones, S.A. CONECEL (Conecel) is a
wireless telecommunications operator in Ecuador. We own a 61.3% interest in
Conecel through a company in which the remaining 38.7% interest is owned by an
Ecuadorian investor. Our interest in Conecel was acquired in March 2000. In
2000, Conecel had revenues of Ps.431 million and a net loss of Ps.276 million.
At December 31, 2000, Conecel had total assets of Ps.1,646 million, representing
1.8% of the total assets of America Movil as of such date.

Business and strategy. Conecel's cellular network uses TDMA digital
technology and covers approximately 65% of the geographical area of Ecuador and
approximately 85% of its population. At March 31, 2001, Conecel had
approximately 289,000 subscribers, representing a 55% share of the Ecuadorian
wireless market. At March 31, 2001, Conecel had 865 employees.

Conecel offers both prepaid and postpaid wireless services. In addition to
wireless telephone service, Conecel provides Internet, paging and data
transmission services. Conecel's marketing strategy is to target its service
plans to selected segments of the market. Conecel is currently engaged in a
promotional effort to gain new subscribers through the sale of prepaid plans. In
addition, Conecel aims to expand the number of its postpaid subscribers by
promoting its postpaid plans in both the individual and the corporate segments.
Conecel conducts general advertising campaigns to promote its products and
services and to establish its brand.

Conecel aims to expand its coverage to 85% of the geographical area of
Ecuador by the end of 2001 by building out its network first in areas already
covered by its competitors and then in areas not currently covered by any
provider. Conecel has budgeted capital expenditures of approximately U.S.$36.2
million in 2001 to finance the installation of 55 new cell sites and two new
switching centers.

Competition. Conecel's principal competitor is BellSouth Ecuador, which
offers wireless local, national and international long-distance and public
telephone services in Ecuador. BellSouth Ecuador's cellular network currently
exceeds that of Conecel. Conecel does not expect that additional competitors
will be permitted to enter the wireless market before 2003, but there can be no
assurances that the government of Ecuador will not grant additional wireless
concessions before such time.

Andinatel S.A. and Pacifitel S.A. hold exclusive concessions for the
provision of fixed-line telephone services in Ecuador. The Ecuadorian government
is expected to privatize these companies by the end of 2001.

Regulatory environment. Beginning in 1995, the government of Ecuador
undertook a comprehensive reform of Ecuador's telecommunications sector adopting
new laws that provided for the establishment of a new regulatory framework, the
introduction of competition and the privatization of Emetel, the former state
telecommunications monopoly. The new laws established:

. the National Telecommunications Counsel (Consejo Nacional de
Telecomunicaciones, or Conatel), which is responsible for policy-making
in the telecommunications area;

. the National Telecommunications Secretariat (Secretaria Nacional de
Telecomunicaciones), which is responsible for executing Conatel's
resolutions; and

. the Telecommunications Agency (Superintendencia de Telecomunicaciones),
which monitors the use of authorized frequencies and compliance with
concession provisions.

The reforms also introduced specified interconnection rates as well as a system
of concessions for the operation of private networks, the use of frequencies and
the resale of telecommunications services and value-added services.

Concessions. Conecel holds nationwide concessions, which have been fully
paid, to operate its wireless network on the 800 megahertz (Band A) radio
spectrum. These include a concession for cellular

telephone service that expires in 2008, and concessions for data transmission
and Internet services that expire in 2009.

TracFone

TracFone Wireless, Inc., formerly Topp Telecom, Inc., is engaged in the
sale and distribution of prepaid wireless phones and wireless service throughout
the United States, Puerto Rico and the U.S. Virgin Islands. We own 97.8% of the
capital stock of TracFone. We acquired a majority interest in TracFone in
February 1999 and increased our interest during 1999 and 2000 through capital
contributions. In 2000, TracFone had revenues of Ps.1,956 million, representing
6.7% of the consolidated revenues of America Movil for such period, and a net
loss of Ps.1,617 million. At December 31, 2000, TracFone had total assets of
Ps.1,688 million, representing 1.9% of the total assets of America Movil as of
such date.

Business and Strategy. TracFone currently offers its prepaid telephone
cards and wireless handsets throughout the United States using an extensive
distribution network. At March 31, 2001, TracFone had approximately 1.6 million
subscribers and an estimated 16% share of the U.S. prepaid cellular market.
TracFone's subscriber base has increased more than 385% since January 1, 2000.
At March 31, 2001, TracFone had 1,169 employees.

TracFone does not own any wireless telecommunications facilities or hold
any licenses. The company purchases cellular air time for resale in the form of
prepaid cards or codes under the terms of more than 40 agreements with the
principal U.S. national cellular service providers, including Verizon Wireless,
Cingular Wireless and ALLTEL. Through these agreements, TracFone is able to
offer nationwide wireless coverage.

TracFone's prepaid cards may be used only in conjunction with handsets
installed with TracFone's patented, proprietary software. TracFone has its own
handset brand and has entered into agreements with manufacturers, including
Nokia and Motorola, for the installation of this software into their handsets.
TracFone expects to enter into agreements with additional handset manufacturers
for the installation of its prepaid software.

TracFone sells handsets through a variety of major U.S. retail stores and
sells its prepaid cards through approximately 34,000 large- and medium-sized
independent retailers throughout the United States.

TracFone expects that the U.S. prepaid wireless market will grow
significantly in the future, and it aims to grow its subscriber base and
increase its market share by taking advantage of its nationwide coverage and
broad distribution network. TracFone's strategy is to maintain low prices for
its handsets and air time, offering competitive value to its target markets,
which include low-income and teenage customers.

Competition. TracFone's principal competitors are major U.S. wireless
operators, including Verizon Wireless, AT&T Wireless, Sprint PCS, VoiceStream
Wireless and Cingular Wireless. TracFone expects that many of these carriers
will increase their focus on prepaid wireless services in the future.

Regulatory Environment. As a U.S. reseller of cellular service, TracFone
is subject to the jurisdiction of the U.S. Federal Communications Commission
(FCC) and to U.S. telecommunications laws and regulations. TracFone does not
require licenses to carry out its business.

Techtel

Techtel-LMDS Comunicaciones Interactivas, S.A. operates a local multipoint
distribution services (LMDS) and fiber optic network in Argentina, providing
voice, data and video transfer services and other related telecommunications
services. LMDS is a wireless broadband technology that uses radio signals to
transmit voice, video and data. Techtel began providing long-distance fixed-
line voice services and call center support in December 2000 and expects to
launch local fixed-line voice services by the

third quarter of 2001. We currently own a 60% interest in Techtel through a
company in which the remaining interest is owned by an affiliate of Techint
Compania Tecnica Internacional S.A.C.I., one of Argentina's largest industrial
groups. Our interest in Techtel was acquired in July 2000. We expect to
contribute our interest in Techtel to Telecom Americas by the end of 2001. See
"Telecom Americas." In 2000, Techtel had revenues of Ps.26 million and a net
loss of Ps.144 million. At December 31, 2000, Techtel had total assets of
Ps.1,081 million, representing 1.2% of the total assets of America Movil as of
such date.

Business and strategy. Techtel's network covers Argentina's eight major
metropolitan areas and approximately 50% of its population. At March 31, 2001
Techtel had 287 employees.

Techtel's strategic objective is to establish itself in Argentina's long-
distance voice services market. The company launched long-distance voice
services in December 2000, and, if it has access to sufficient capital
resources, expects to invest approximately U.S.$400 million in its business over
the next five years. Techtel has budgeted capital expenditures of approximately
U.S.$38.3 million through the end of 2001 to complete the build-out of its
network (which will include 1,780 kilometers of fiber optics and LMDS
connection). America Movil contributed U.S.$24 million to Techtel in March
2001, which, together with funds contributed by a subsidiary of Techint, will
fund Techtel's capital expenditure plan for 2001. Upon completion of its build-
out plan, Techtel believes that it will have a significant competitive advantage
over its current competitors because of the speed and quality of its fiber optic
network.

Competition. Techtel's principal competitors are Telefonica de Argentina
S.A. and Telecom S.A., both of which provide data and video services, as well as
local and long-distance fixed-line voice services. In addition, a number of new
competitors are entering the Argentine market for local and long-distance voice
services, including Movicom and CTI, the first cellular companies to obtain
general licenses for voice services. Other competitors in data services, such
as Impsat, Comsat and Metrored, have announced plans to expand into voice
services and have already obtained the requisite licenses.

Regulatory environment. In 1990, the government of Argentina granted
Telefonica de Argentina S.A. and Telecom S.A. the exclusive right to provide
local and long-distance fixed-line services, following the privatization of
Entel, the former state-owned telecommunications company. In 1998, the
government announced a timetable for the entry of additional telecommunications
services providers, giving the Communications Secretariat (Secretaria de
Comunicaciones) the power to grant and regulate telecommunications licenses. In
November 1999, Movicom and CTI were granted entry into the market, and in
November 2000 the Argentine telecommunications market was opened to any
interested participant, subject to the licensing terms and conditions set out by
the Communications Secretariat. The National Communications Commission
(Comision Nacional de Comunicaciones) is responsible for general regulatory
oversight of the communications sector. Both the Communications Secretariat and
the National Communications Commission may issue technical and administrative
regulations and grant licenses to service providers.

Concessions and licenses. Techtel holds licenses to offer data
transmission, video-conferencing and local and long-distance fixed-line
telecommunications services as well as to provide radio signal transmission
service throughout Argentina. Techtel is authorized to operate on the 38
gigahertz (Band G) radio spectrum in the Buenos Aires region, on the 10.5
gigahertz (Band A) radio spectrum in certain other metropolitan areas of
Argentina and on the 28 gigahertz (Band A) radio spectrum throughout Argentina.
These licenses and authorizations were granted by the Secretary of
Communications and do not have termination dates. Under the terms of its
licenses and authorizations, Techtel has committed to certain investment targets
for network development and other undertakings, and as of the date of this
annual report Techtel is complying with these commitments. In addition, Techtel
is generally required to pay a monthly fee for the use of radio spectrum.

Telstar

Telstar S.A. is building an LMDS network to provide data transmission
services in Montevideo, Uruguay. We own a 60% interest in Telstar through the
same company that holds Techtel. Our interest in Telstar was acquired for
approximately U.S.$5 million in November 2000. We expect to contribute our
interest in Telstar to Telecom Americas during 2001. See "Telecom Americas."

Telstar holds a non-exclusive license to install and operate a wireless
broadband network throughout Uruguay to provide data transmission services.
Telstar is authorized to operate on the 10.5 gigahertz (Band A) radio spectrum.
Telstar has paid the monthly charges required under the terms of its license and
authorization for the entire years of 2000 and 2001.

Speedy Movil

Speedy Movil, S.A. de C.V. is a new Mexican company that develops mobile
data solutions for SMS, wireless internet (WAP) and voice-activated data
applications for Telcel and our other subsidiaries and investments. We own an
85% interest in Speedy Movil, and Ericsson owns the remaining 15% interest. Our
interest in Speedy Movil was acquired in February 2001, when the company was
created. Under the terms of a joint venture agreement with Ericsson, we are
committed to provide U.S.$8.5 million in capital contributions to the company as
its needs arise, of which we have contributed nearly U.S.$3 million.

In addition to developing mobile data applications, Speedy Movil evaluates
content and application providers and enters into contracts with them in order
to provide our wireless providers with content and applications. Other
development and media companies include StarMedia, whose major shareholder is
BellSouth; Terra, which is the Internet division of Telefonica of Spain;
Vizzavi, which is controlled by Vodafone; and BT Genie, which is controlled by
British Telecom. No concessions or licenses are necessary for Speedy Movil's
operations.

TELECOM AMERICAS

In November 2000, together with Bell Canada International Inc. (BCI) and
SBC International Inc. (SBCI), we formed Telecom Americas Ltd., a joint venture
company that holds investments in the telecommunications sector in Brazil,
Colombia and Venezuela. We expect that Telecom Americas will serve as our
principal vehicle for expansion in Latin America.

Telecom Americas is owned 44.277% by each of America Movil and BCI and
11.446% by SBCI. BCI is a subsidiary of BCE Inc., Canada's largest
telecommunications company, and SBCI is a subsidiary of SBC Communications Inc.,
a global communications company operating in the United States and 19 other
countries worldwide.

In connection with the formation of Telecom Americas, we entered into a
joint venture agreement with BCI and SBCI pursuant to which each party made
contributions to the joint venture at closing, which occurred on November 16,
2000. Under the agreement:

. America Movil contributed to Telecom Americas its interest in ATL-Algar
Telecom Leste S.A., a Brazilian Band B wireless operator, and
approximately U.S.$1.17 billion in promissory notes. In addition, we
agreed to contribute our interests in Techtel-LMDS Comunicaciones
Interactivas S.A. and Telstar S.A., broadband wireless operators in
Argentina. If we are unable to contribute Techtel and Telstar, we will
be required to contribute additional cash in order to maintain our
44.277% ownership interest in Telecom Americas.

. BCI contributed to Telecom Americas its interests in Comunicacion
Celular S.A. and Occidente y Caribe Celular S.A., Colombian wireless
operators; Americel S.A. and Telet S.A., Brazilian Band B wireless
operators; Canbras Communications Corp., a Brazilian cable television
and Internet access service provider; and Genesis Telecom, C.A., a
Venezuelan broadband wireless operator. In addition, BCI contributed
approximately U.S.$964 million in promissory notes.

. SBCI contributed to Telecom Americas a portion of its interest in ATL
and agreed to contribute the balance of its interest upon the expiration
or removal of certain regulatory restrictions in Brazil.

Telecom Americas is subject to complex provisions governing the rights of
each shareholder with respect to management. In general, these provisions
effectively require agreement between America Movil and BCI in order to make
significant decisions about Telecom Americas. With respect to certain limited
matters, the agreement of SBCI is also required.

Since its formation, Telecom Americas has continued to invest in its
operating companies and to make new acquisitions. In March 2001, Telecom
Americas increased its economic ownership interest in each of Americel and Telet
to 32.7% through an acquisition of shares from TeleSystem International
Wireless, Inc. See "--Americel" and "--Telet." In April 2001, Telecom Americas
acquired 19.9% of the voting shares and 100% of the non-voting preferred shares
of Tess S.A., a Brazilian Band B wireless operator in the state of Sao Paulo
(other than the city and metropolitan region of Sao Paulo). Telecom Americas
has granted to BellSouth International, Inc. an option to purchase 50% of its
interest in Tess. See "--Tess."

With respect to certain of the companies held through Telecom Americas, we
expect to make additional investments in the future to develop operations and
infrastructure, to repay indebtedness, to increase our ownership or for other
purposes. In addition, we expect to have opportunities to invest in other
telecommunications companies outside Mexico, especially in the United States and
in Latin America, because we believe that the telecommunications sector will
continue to be characterized by growth, technological change and consolidation.
We may take advantage of these opportunities through

Telecom Americas or through direct investments or other strategic alliances. We
can give no assurance as to the extent, timing or cost of future international
investments, and such investments may involve risks to which we have not
previously been exposed.

Business Overview

Telecom Americas' wireless properties in Brazil include the Band B cellular
operations of ATL, Tess, Telet and Americel. ATL operates in the states of Rio
de Janeiro and Espirito Santo; Tess operates in the state of Sao Paulo (other
than the city and metropolitan region of Sao Paulo); Telet operates in the state
of Rio Grande do Sul; and Americel operates in seven states in the central-west
and northern regions of Brazil. As of March 31, 2001, these companies together
served approximately 3.5 million subscribers and covered approximately 60
million licensed points of presence (POPs).

Telecom Americas' Colombian properties comprise the wireless operations of
Comcel, in the eastern region of Colombia, and Occel, in the western region. As
of March 31, 2001, Comcel and Occel together served approximately 1.2 million
subscribers and covered approximately 34 million licensed POPs.

The following table summarizes Telecom Americas' principal operating
companies and certain related operating data as of March 31, 2001.

Estimated Average Average Monthly
Licensed Total Minutes of Revenues
Company POPs Subscribers Use per Month per User(1) Monthly Churn(2)
------------- -------------- --------------- --------------- ----------------- ------------------
(millions)
Brazil Wireless

Tess..................... 18.4 924,500 114 Ps.157.0 2.4%
ATL...................... 17.5 1,664,943 116 137.4 1.2
Telet.................... 10.2 600,837 98 133.4 2.5
Americel................. 14.2 421,593 122 164.9 5.2

Colombia Wireless
Comcel................... 34.6 1,216,020 108 178.5 1.7

Brazil Broadband
Canbras--video........... 1.9 185,948 -- 213.0 --

Canbras--Internet........ 220.6

Venezuela Broadband
Genesis(3)............... 22.0 205 -- 6,711.0 --

____________________
(1) Constant pesos as of March 31, 2001.
(2) Churn rates represent the number of customers whose wireless service is
discontinued during a period, whether voluntarily or involuntarily (such as
when customers fail to pay their bills), divided by the average number of
customers during the period.
(3) Average monthly revenues per user represents a blended average for large
business subscribers (Ps.37,643) and small- to medium-size business
subscribers (Ps.4,960).

Telecom Americas' principal operating companies are described below.
Financial information provided for these operating companies has been prepared
in accordance with local accounting principles and restated in constant pesos as
of December 31, 2000.

ATL

ATL-Algar Telecom Leste S.A. is the Band B cellular concessionaire in the
states of Rio de Janeiro and Espirito Santo in Brazil. Telecom Americas
indirectly holds a 50.0% economic interest in ATL. Telecom Americas' interest
in ATL was acquired by Telmex and SBCI in January 2000. America Movil has
entered into an agreement to acquire the remaining 50.0% economic interest in
ATL from Williams Communications Group, Inc. for U.S.$400 million, payable in
part in 2001 and in part in 2002, but completion of the transaction is subject
to regulatory approvals. Algar Telecom S.A. holds a controlling voting interest
in ATL, which Telecom Americas has the right to acquire upon the expiration or
removal of certain Brazilian regulatory restrictions. In 2000, ATL had revenues
of Ps.3,189 million and a net loss of Ps.1,562 million. At December 31, 2000,
ATL had total assets of Ps.12,080 million.

In March 2001, Telecom Americas invested U.S.$300 million in ATL for the
purpose of making the final installment payment on ATL's licenses. The
investment was made through a non-interest bearing advance that will be
converted to equity under the expiration of certain regulatory restrictions.

Business and strategy. ATL began operations in January 1999. ATL's
cellular network uses TDMA digital technology and covers approximately 60% of
the geographical area of Rio de Janeiro and 29% of the geographical area of
Espirito Santo. ATL's network covers approximately 92% of the combined
population of these states. At March 31, 2001, ATL had approximately 1,665,000
subscribers and a 39.5% share of the wireless market in the states in which it
operates. At March 31, 2001, ATL had 1,474 employees.

ATL offers wireless voice services through a variety of rate plans. At
March 31, 2001, prepaid subscriber accounted for approximately 83% of ATL's
subscribers. ATL also offers additional services such as voicemail, call
waiting, caller ID, conferencing services and short message services. ATL
rolled out wireless Internet (WAP) and data transmission services in January
2001. ATL distributes its services and handsets through four large independent
retailers (accounting for approximately 70% of handset sales), 380 independent
dealers, 15 company stores and telemarketing. ATL also uses agents who work on
commission to support its corporate customers.

ATL's business strategy is to:

. compete with the other cellular providers in its service area based on
both price and quality of customer service, with the goal of increasing
market penetration;

. use lower costs as a competitive advantage for building and broadening
its customer base; and

. increase the prepaid subscriber base through mass market distribution
and numerous points of sale.

Competition. ATL's principal competitor is Telefonica do Brasil, the Band
A concessionaire that operates in several regions in Brazil, including Rio de
Janeiro and Espirito Santo, and that is owned by Telefonica of Spain. Nextel, a
joint venture between Motorola and Nextel Communications, Inc., competes with
ATL for private line service to the corporate segment in the Rio de Janeiro
metropolitan area.

During the first half of 2001, the Brazilian authorities auctioned two PCS
licenses for the 1800 megahertz radio spectrum, allowing new competitors to
enter the market in early 2002. The Brazilian authorities are expected to
auction a third such license by the end of 2001, allowing another competitor to
enter the market in 2003.

Regulatory environment. In conjunction with the breakup and privatization
of the Telecomunicacoes Brasileiras S.A.--Telebras telecommunications monopoly,
Brazil opened its cellular mobile telephone service industry to private
enterprises. Starting in 1997, 10 cellular licenses covering

all of Brazil were auctioned to wireless operators to compete against the eight
incumbent providers that emerged from the Telebras breakup and that were
subsequently auctioned to private enterprises. In 1997, Brazil revised its
telecommunications code to promote competition among service providers and
establish an independent regulatory agency, Agencia Nacional de
Telecomunicacoes--ANATEL (Anatel), to regulate its telecommunications industry.
Anatel issues licenses for both wireless and wireline operators. It also
mandates specific targets for delivering telephone services to the Brazilian
population, including current mandates intended to increase penetration to 20%
by 2005. Anatel has the authority to grant concessions and licenses for public
telecommunications services. Beginning in 1999, the entire Brazilian
telecommunications sector has been opened to competition.

In September 2000, Anatel published guidelines for the implementation of
PCS (Servico Movel Pessoal) operations in Brazil. The guidelines enable
communication between mobile stations, as well as from mobile stations to non-
mobile stations within the same PCS registration area. In addition, calls
originated within a registration area and having a destination point outside
that registration area will be treated as switched fixed telephone service for
national and international long distance.

The guidelines establish rules regarding the selection of up to three
additional wireless providers per region, corresponding to Bands C, D and E.
Under the guidelines, Brazil is divided into three regions for PCS operation, as
opposed to 10 regions for the current cellular service providers. Each of the
three regions should have three new competitors in addition to the existing two
competitors, which currently operate on Bands A and B. The current Band A and
Band B cellular providers have the option to switch to PCS, and migration to PCS
is a condition for the extension of their concessions. Upon migration to PCS,
ATL will have the right to acquire additional radio spectrum to enable it to
offer the same services as PCS providers, to apply for long distance services
licenses and to consolidate its licenses and operations with other wireless
providers.

There are no restrictions on the participation of companies organized and
based in Brazil, even if they are foreign-owned. Interested companies may
compete in each of the three regions. The same provider, however, may not
provide cellular or PCS, or both, through more than one authorization or
concession in the same service area.

Concessions. ATL holds a 15-year wireless service concession granted by
Anatel in April 1998, covering the states of Rio de Janeiro (91 cities) and
Espirito Santo (77 cities), with an option to extend the concession for an
additional 15 years, provided that ATL migrates to PCS and agrees with the
Brazilian Ministry on renewal license fees. The concession, which has been
fully paid, is regulated under the General Telecommunications Law (Lei Geral de
Telecomunicacoes).

Tess

On April 9, 2001, Telecom Americas, through its wholly owned subsidiary
Telecom Americas Investments Ltd. (TAIL), acquired 19.9% of the voting shares
and 100% of the non-voting preferred shares of Tess S.A., the Band B cellular
concessionaire in the state of Sao Paulo (other than the city and metropolitan
region of Sao Paulo). The majority of the voting shares of Tess are controlled
by the Swedish telecommunications company Telia. In 2000, Tess had revenues of
Ps.165.6 million and a net loss of Ps.261.8 million. At December 31, 2000, Tess
had total assets of Ps.11.1 million.

The purchase price for the Tess acquisition comprised U.S.$318.7 million in
cash and U.S.$631.3 million in three-year promissory notes issued to the selling
shareholders by TAIL and guaranteed by BCI. The promissory notes are payable in
three equal installments, on the first, second and third anniversaries of the
closing, and bear interest at LIBOR. Under the terms of the Tess purchase
agreement, the selling shareholders may require TAIL to consummate an offering
of debt securities in order to refinance the promissory notes they hold. Upon
the closing of the offering, TAIL will be required to prepay and discharge the
notes in full for an aggregate amount equal to the gross proceeds of the
offering.

In connection with the acquisition, Telecom Americas also acquired an
option to acquire control of the remaining voting interests in Tess. The option
is subject to approval by the Brazilian regulatory agency Anatel for the
transfer of control of Tess to Telecom Americas (or the absence of a requirement
for such approval), or conversion of Tess' Band B cellular concession to a PCS
(Servico Movel Pessoal) license in accordance with Anatel regulations.

Prior to the closing of the Tess acquisition, on March 28, 2001, Telecom
Americas made a loan to Tess in a principal amount of U.S.$230.3 million, the
proceeds of which were used by Tess to make the final license payment to the
Brazilian Ministry of Communications pursuant to the terms of its concession
contract. The loan will be converted to non-voting preferred equity in Tess
prior to July 31, 2001.

Telecom Americas has granted to BellSouth International, Inc. an option to
purchase 50% of its interest in Tess at a price based on 50% of the cost to
Telecom Americas of its investment in Tess. The option is exercisable until
October 2001 and is subject to applicable regulatory approvals in Brazil. We
can give no assurance that BellSouth International will exercise this option.

Business and strategy. Tess began operations in January 1999. Tess'
cellular network uses TDMA technology and covers approximately 26% of the
geographical area of the state of Sao Paulo. Tess' network covers approximately
65% of the population of the state. At March 31, 2001, Tess had approximately
925,000 subscribers and a 36.6% share of the wireless market in the state in
which it operates. At March 31, 2001, Tess had 962 employees.

Tess offers wireless voice services through a variety of rate plans. At
March 31, 2001, prepaid subscribers accounted for approximately 90% of Tess'
subscribers. Tess also offers additional value-added services such as
voicemail, call waiting, caller ID, conferencing services and short message
services. Tess intends to introduce wireless Internet (WAP) and data
transmission services in 2001. Tess distributes its services and handsets
through 25 large independent retailers (accounting for approximately 65% of
handset sales), 445 independent dealers, 450 company stores and telemarketing.
Tess also uses agents who work on commission to support its corporate customers.

Tess offers eight types of plans for the retail segment. Six different
plans are offered to postpaid customers, each requiring a 12-month contract.
Two additional plans are offered exclusively to prepaid customers: "Plano Tess
Pre-pago" and "Plano Noturno." Tess intends to introduce the "Plano Minutos"
prepaid service in 2001, which will be Tess's premium prepaid product featuring
monthly automatic recharge. Currently, prepaid customers have several recharge
options, including vouchers, bank ATMs, Tess machines, payment by credit card
and national lottery points of sale, where a customer pays cash and receives a
PIN number. Together, these options allow Tess' prepaid customers to recharge
easily their prepaid accounts.

Tess's business strategy is to:

. compete with the other cellular providers in its service area based on
both price and quality of customer service, with the goal of increasing
market penetration;

. use lower costs as a competitive advantage for building and broadening
its customer base; and

. increase the prepaid subscriber base through mass market distribution
and numerous points of sale.

Competition. Tess' principal competitor is Telesp Celular, which is
controlled by Portugal Telecom.

Regulatory environment. See "--ATL--Regulatory environment."

Concessions. Tess holds a 15-year wireless service concession granted by
Anatel in March 1998, covering the state of Sao Paulo (other than the city and
metropolitan region of Sao Paulo), with an option to extend the concession for
an additional 15 years, provided that Tess migrates to PCS and agrees with the
Brazilian Ministry on the renewal license fees. Tess' concession, which has
been fully paid, is regulated under the General Telecommunications Law (Lei
Geral de Telecomunicacoes).

Americel

Americel S.A. is a Band B cellular concessionaire operating in seven
states in central-western Brazil, including the city of Brasilia, the capital of
Brazil. Telecom Americas holds a 32.7% economic interest in Americel. Telecom
Americas' initial interest in Americel was acquired in November 2000 and was
increased in March 2001 through an acquisition of shares from TeleSystem
International Wireless, Inc. In 2000, Americel had revenues of Ps.935 million
and a net loss of Ps.1,429 million. At December 31, 2000, Americel had total
assets of Ps.3,594 million.

Business and strategy. Americel's cellular network uses TDMA digital
technology and covers approximately 60% of the population of the states in which
it operates. At March 31, 2001, Americel had approximately 422,000 subscribers
and a 21% share of the wireless market in the states in which it operates. At
March 31, 2001, Americel had 956 employees.

Americel offers a variety of rate plans to its postpaid customers and
offers prepaid services in all of its markets. Americel's prepaid card,
marketed under the brand name "Legal," is used by more than 70% of its customer
base. Americel offers bundled prepaid products, which include handsets as well
as air time, and, for customers who already have their own handsets, prepaid
airtime marketed under the brand name "Virou Legal." At March 31, 2001, prepaid
subscribers accounted for approximately 73% of Americel's subscribers.
Americel's strategy is to continue to expand its customer base through the
build-out of its network.

Competition. Americel competes with Tele Centro Oeste, which provides
wireless service in certain of the states in central-western Brazil, and
Companhia de Telecomunicacoes do Brasil Central--CTBC Telecom, which offers
wireless service in some cities located in the state of Goias. Tele Centro
Oeste was formed in the 1998 reorganization of subsidiaries of Telebras, the
formerly state-owned wireless and fixed-line telecommunications operator.

Regulatory environment. See "--ATL--Regulatory environment."

Concessions. Americel holds a 15-year wireless service concession granted
by Anatel in 1997, covering central-western and northern Brazil, with an option
to extend the concession for an additional 15 years, provided that Americel
migrates to PCS and agrees with the Brazilian Ministry on the renewal license
fees. The concession, which has been fully paid, is regulated under the General
Telecommunications Law (Lei Geral de Telecomunicacoes).

Telet

Telet S.A. is the Band B cellular concessionaire operating in the state of
Rio Grande do Sul in Brazil. Telecom Americas holds a 32.7% economic interest
in Telet. Telecom Americas' initial interest in Telet was acquired in November
2000 and was increased in March 2001 through an acquisition of shares from
TeleSystem International Wireless, Inc. In 2000, Telet had revenues of Ps.935.7
million and a net loss of Ps.1,178.1 million. At December 31, 2000, Telet had
total assets of Ps.5,119 million.

Business and strategy. Telet began operations in February 1999. Telet's
cellular network uses TDMA digital technology and covers approximately 17% of
the geographical area of Rio Grande do Sul and approximately 82% of its
population. At March 31, 2001, Telet had 601,000 subscribers and a 27% share of
the wireless market in the state of Rio Grande do Sul. At March 31, 2001, Telet
had 901 employees.

Telet offers postpaid wireless services under the "Claro Digital" brand
name, prepaid services under the "Claro Expresso" brand name, Internet service
under the "Claro Net" brand name and international roaming service under the
"Claro Mundi" brand name. At March 31, 2001, prepaid subscribers accounted for
approximately 82% of Telet's subscribers. Telet also offers additional services
such as voicemail, call waiting, three-way calling, call forwarding and call
blocking. Telet's principal business strategy is to continue to expand its
customer base through the build-out of its network.

Competition. Telet's only significant competitor is CRT Celular, which is
owned by Telefonica of Spain.

Regulatory environment. See "--ATL--Regulatory environment."

Concessions. Telet holds a 15-year wireless service concession granted by
Anatel in 1998, covering the state of Rio Grande do Sul, with an option to
extend the concession for an additional 15 years, provided that Telet migrates
to PCS and agrees with the Brazilian Ministry on the renewal license fees. The
concession, which has been fully paid, is regulated under the General
Telecommunications Law (Lei Geral de Telecomunicacoes).

Canbras

Canbras Communications Corp. provides cable television and Internet access
services in Brazil. Telecom Americas holds a 76.0% economic interest in
Canbras. Telecom Americas' initial interest in Canbras was acquired in November
2000 and was increased to its current level through capital contributions in
February 2001. In 2000, Canbras had revenues of Ps.468 million and a net loss
of Ps.279 million. At March 31, 2001, Canbras had total assets of Ps.1,334
million.

Business and strategy. Canbras has operated broadband communications
systems in Brazil since 1994 and developed and managed cable television and
other telecommunications investments in Brazil since 1995. Canbras provides
cable television and Internet access service in metropolitan Sao Paulo, several
nearby cities in the coastal area of Sao Paulo state, and four cities in the
southern state of Parana. In addition to its current cable programming
packages, Canbras is planning to launch an addressable premium programming
package in the latter part of 2001 and is also considering providing programming
on a pay-per-view basis. Canbras' network includes approximately 3,260
kilometres of fiber optic and coaxial cable. At March 31, 2001, Canbras had
approximately 138,000 cable television subscribers. At March 31, 2001, Canbras
had 729 employees.

In early 2000, Canbras launched a high-speed Internet access service over
its cable networks, linking residential and corporate consumers to Internet
service providers. Canbras expects to offer high-speed Internet access service
to all but two small cities in its licensed areas in the Sao Paulo cluster by
the end of 2001. In addition, in July 2000, through its wholly-owned subsidiary
CanbrasNet, Canbras launched its own Internet service provider aimed primarily
at small- and medium-sized businesses. At March 31, 2001, CanbrasNet had 2,768
residential subscribers and 93 commercial subscribers, representing a total in
excess of 7,000 traffic points.

Canbras has also been providing wholesale data transport services since
1997, allowing small- and medium-sized businesses to establish central office-
to-central office links and central office-to-end-customer links, and is
considering offering telephony services over its broadband network in 2002 when
the provision of such services is anticipated to be deregulated and additional
licenses granted.

In addition, Canbras operates in the private fixed-line telephone resale
sector through its subsidiary, Teleminio Servicos de Telematica Ltda. (TST).
TST provides private telephone resale services to residential condominiums and
commercial complexes primarily in the states of Sao Paulo and Rio de Janeiro.
Canbras does not consider these operations to be core to its broadband
communications services business. In the third quarter of 2000, Canbras
announced that it was evaluating all of its options with respect to TST,
including the possible sale or other disposition of all or part of its telephone
resale

operations. At March 31, 2001, TST serviced 41,527 subscribers in some 817
condominium buildings located primarily in the states of Sao Paulo, Rio de
Janeiro, Espirito Santo and Minas Gerais.

Competition. Canbras holds exclusive licenses in all regions in which it
operates except for Santos in Sao Paulo. Although Canbras remains the sole
provider of wireless cable television services in all of its licensed areas
except one, Canbras competes with providers of pay television services using
direct-to-home or satellite service, as well as providers of off-air broadcast
television in most of its service areas.

In the Internet market, Canbras' principal competitors are AOL Brazil, a
joint-venture between America Online Inc. and the Cisneros Group of Argentina;
Universo Online S.A. (UOL), which is controlled by two Brazilian publishing
groups; Abril S.A. and Folha de Sao Paulo S.A.; and ZAZ, which is indirectly
controlled by Telefonica Internacional--TISA.

Regulatory environment. The telecommunications industry in Brazil is
regulated by Anatel. See "--ATL--Regulatory environment." In late 1999, Anatel
adopted regulations permitting cable television operators to provide high-speed
local Internet access using cable modems and two-way cable television networks.
Cable television operators are limited to providing connection to Internet
service providers and are not permitted to directly provide content on or final
connection to the Internet. Cable television operators are required to grant
equal access to all Internet service providers who request use of the operators'
networks.

Concessions. Canbras owns 22 licenses for the operation of cable
television services in the state of Sao Paulo and 4 such licenses for the state
of Parana. 10 of the Sao Paulo licenses were acquired in 1996, have a 15-year
term and are renewable for an additional 15 years, subject to certain
conditions. The remaining licenses have expiration dates ranging from 2009 to
2015.

No registration or license is necessary for the installation, operation and
maintenance of private telephone resale systems in Brazil.

Comcel and Occel

Comunicacion Celular S.A. (Comcel) and its subsidiary Occidente y Caribe
Celular S.A. (Occel) provide wireless telecommunications services in Colombia,
Comcel in the eastern region of the country and Occel in the western region.
Telecom Americas holds a 73.1% economic interest in Comcel, which holds a 76.5%
interest in Occel. Occel operates under the "Comcel" brand, and we use the term
"Comcel" below to refer to Comcel and Occel together. Telecom Americas' initial
interest in Comcel was acquired in November 2000 and was increased to its
current level through capital contributions in the first quarter of 2001. In
2000, Comcel had revenues of Ps.1,954 million and a net loss of Ps.1,293
million. At December 31, 2000, Comcel had total assets of Ps.11,447 million.

Business and strategy. Comcel's network uses analog and TDMA digital
technology and covers approximately 72% of Colombia's population. At March 31,
2001, Comcel had approximately 1.2 million subscribers and believed it had a
54.2% share of the Colombian wireless market.

Comcel offers basic cellular service through a variety of rate plans and
also offers prepaid service. Purchasers of Comcel's "Amigo" kit for prepaid
service receive a cellular phone together with a prepaid calling card, enabling
the customer to activate wireless service without contracts, monthly fees or
credit checks. Comcel markets its services through independent local
distributors and a direct sales force. In addition, Comcel has recently begun
to market some of its products and services through non-traditional distribution
channels, such as Blockbuster Video stores. Comcel's strategy is to continue to
expand its customer base through the build-out of its network.

Competition. Comcel is one of only two cellular service providers in each
of the eastern and western regions of Colombia and competes with BellSouth.
Comcel also competes with traditional fixed-line telephone service operators,
including Empresa de Telecomunicaciones de Santa Fe de Bogota and

Empresa Nacional de Telecommunicaciones in the eastern region, and Empresas
Publicas de Medellin and Empresas Municipales de Cali in the western region. In
addition, Comcel faces competition from alternative wireless services, including
mobile radio and paging services, rural wireless operators and trunking
services. These competing wireless services are widely used in Colombia as a
substitute for fixed-line services.

Regulatory environment. The Ministry of Communications of Colombia and the
Telecommunications Regulation Commission are responsible for regulating and
overseeing the telecommunications sector, including cellular operations. The
Ministry of Communications, which granted the cellular concessions in 1994,
supervises and audits the performances of the concessionaires' legal and
contractual obligations. Comcel's activities are also supervised by the
Colombian Superintendency of Industry and Commerce, which enforces antitrust
regulations, promotes free competition in the marketplace and protects consumer
rights.

Concessions. Comcel holds 10-year concessions, acquired in 1994, to
provide wireless telecommunications services in the eastern and western regions
of Colombia. Under the terms of the concessions, Comcel is required to make
quarterly royalty payments to the Ministry of Communications based on its
revenues. Under the terms of an agreement entered into in January 1997, the
Ministry of Communications has agreed to renew the Comcel concessions through
2014.

Genesis

Genesis Telecom, C.A. is a new broadband wireless operator in Venezuela.
Telecom Americas holds a 56.8% interest in Genesis. Telecom Americas' interest
in Genesis was acquired in November 2000 and was increased to its current level
through capital contributions in March 2001. In 2000, Genesis had revenues of
Ps.3.6 million and a net loss of Ps.99.2 million. At December 31, 2000, Genesis
had total assets of Ps.253.9 million.

Business and strategy. Genesis began operations in Caracas in March 2000,
providing high-speed, broadband wireless services. These services will include
data, voice, video and Internet services. Genesis' network uses LMDS digital
technology supplied by Nortel. At March 31, 2001, Genesis had 313 business
subscribers.

Competition. Compania Anonima Nacional Telefonos de Venezuela is the
incumbent provider of local, domestic, and international fixed-line telephone
services within Venezuela. Genesis also competes with other wireless providers
in Venezuela and expects competition to increase as additional wireless and LMDS
licenses are auctioned.

Regulatory environment. The Venezuelan telecommunications industry is
regulated by the Ministry of Transportation and Communications through the
National Commission of Telecommunications (Conatel). Maximum and minimum
tariffs for the provision of certain telecommunications services are determined
by the Venezuelan government.

Concessions. In July 1997, Genesis was granted a concession to install and
operate a private network. The term of the concession is 10 years, renewable at
the option of Genesis for an additional 10-year period. Under the terms of the
concession, which is fully paid, Genesis is required to pay the Venezuelan
government 0.5% of gross invoicing for services rendered annually and a tax of
5% of gross invoicing for services rendered.

In March 1998, Conatel granted to Genesis a concession to provide various
value-added services. The term of the license is also for 10 years, renewable
at the option of Genesis for an additional 10-year period. Under the terms of
the concession, Genesis is required to pay the Venezuelan Government 0.5% of
gross invoicing for services rendered annually and a tax of 5% of gross
invoicing for services rendered.

In January and February 2001, Genesis secured new wireless local loop
licenses on a nationwide basis, enabling it to provide a range of data and voice
services. At present, Genesis' network coverage is limited to the business
district of Caracas.

OTHER INVESTMENTS

Our principal investments in affiliates other than our subsidiaries and
Telecom Americas are described below. Financial information provided for these
affiliates has been prepared in accordance with local accounting principles and
restated in constant pesos as of December 31, 2000. With respect to certain of
these companies, we expect to make additional investments in the future to
develop operations and infrastructure, to repay indebtedness, to increase our
ownership or for other purposes. We can give no assurance as to the extent,
timing or cost of future international investments, and such investments may
involve risks to which we have not previously been exposed.

CompUSA

CompUSA, Inc. is a retailer of personal computing equipment based in
Dallas, Texas. We own a 49% interest in CompUSA. Our interest in CompUSA was
acquired in March 2000, following the completion of a tender offer in which
Telmex and Grupo Sanborns, S.A. de C.V. acquired 100% of the capital stock of
CompUSA. Sanborns is a subsidiary of Grupo Carso, S.A. de C.V., which is an
affiliate of America Movil. The remaining interest in CompUSA is owned by
Sanborns. In 2000, CompUSA had revenues of Ps.39,081 million and a net loss of
Ps.457 million. At December 31, 2000, CompUSA had total assets of Ps.19,615
million.

Business and strategy. CompUSA operates 217 CompUSA Computer Superstores
in 84 metropolitan areas throughout the United States, spanning a total of 44
states. In addition, CompUSA operates seven "small market" concept stores,
which are smaller stores offering products targeted to the communities in which
they operate. At March 31, 2001, CompUSA had 18,873 employees.

CompUSA is one of the leading U.S. retailers and resellers of personal
computers and related products and services, operating principally through its
Computer Superstores. Its other activities include direct sales and providing
comprehensive training and technical services to corporate, government, and
education customers.

CompUSA offers personal computer hardware and software and related products
and accessories. In addition to its in-store selection, CompUSA also offers
customers the ability to special order approximately 30,000 additional products.
Prices and services are typically determined centrally, but managers have the
authority to adjust in-store prices in response to local competitive conditions
within guidelines established and controlled centrally. CompUSA's strategy
includes development and growth of its Internet retail business.

Competition. CompUSA competes with a variety of resellers of personal
computers and related products and services. As to product sales, CompUSA
competes with large format consumer electronics and office supply retailers,
manufacturers and distributors that sell directly to the public, other large
format computer retailers, Internet-based retailers, mail order houses, mass
merchants, discounters, specialty electronics retailers, software specialty
retailers, other personal computer retailers, outbound dealers and value-added
resellers. In addition, CompUSA has numerous competitors in its training and
technical service businesses.

The personal computer industry is undergoing significant change. Rapid
technological advances, combined with an increasingly computer-literate
population, have increased the use and popularity of personal computers,
resulting in the emergence and growth of a variety of distribution channels.
CompUSA believes that customers have become increasingly price sensitive and
this results in widespread and intense competition among personal computer
product retailers and resellers.

CCPR

Cellular Communications of Puerto Rico, Inc. (CCPR) offers wireless, paging
and long-distance services under the "Cingular Wireless" (formerly "Cellular
One") brand in Puerto Rico and the U.S. Virgin Islands. We own a 50% interest
in CCPR, and the remaining 50% interest is held by Cingular, a

joint venture between SBCI and BellSouth. Our interest in CCPR was acquired in
August 1999. In 2000, CCPR had revenues of Ps.2,186 million and a net loss of
Ps.316 million. At December 31, 2000, CCPR had total assets of Ps.10,255
million.

Business and strategy. CCPR's network uses TDMA digital technology and
covers approximately 84% of the geographical area of Puerto Rico and the Virgin
Islands, and approximately 90% of their population. At March 31, 2001, CCPR had
approximately 550,000 subscribers and a 40% share of the combined Puerto Rican
and Virgin Islands wireless market. At March 31, 2001, CCPR had 766 employees.

CCPR offers cellular and paging services, and also resells capacity on its
digital network to customers who wish to bypass local exchange carriers in
setting up private networks. In 1997, CCPR introduced prepaid services,
designed primarily for low-usage individual customers. In addition to direct
sales, CCPR uses a network of independent dealers and large retailers who work
on commission to distribute the company's products and services. Cingular
customers and new subscribers may purchase handsets, accessories and prepaid as
well as postpaid services through the Cingular e-Store on the company's secure
web site.

CCPR aims to differentiate itself from its competitors by offering premium
services at attractive prices. The company directs significant efforts toward
maintaining a high level of customer service and technical excellence, as well
as offering advanced calling features.

CCPR's sales and marketing strategy is to attract subscribers through
direct and indirect distribution channels and aggressive advertising. The
company targets the individual and corporate segments by developing tailored
pricing plans designed to appeal to those segments. CCPR is currently engaged
in new advertising campaigns to promote a modern and professional image and the
Cingular Wireless brand and on June 28, 2001 launched a print and radio campaign
to promote its Cingular e-Store. In an effort to increase its postpaid customer
base, CCPR is planning an aggressive advertising campaign focusing on how
favorably Cingular Wireless rates and quality of products and services compare
to those of its competitors. With respect to prepaid cards, CCPR plans to
leverage its extensive distribution network by creating additional distribution
venues, including existing ATM machines.

CCPR's growth strategy is to continue to build out its digital network. At
present, approximately 96% of CCPR's network traffic is digital. CCPR plans to
install more than 30 new cell sites before the end of the year in order to meet
the demand of its growing subscribers and to extend coverage to the mountainous
inner part of Puerto Rico which, due to topographical conditions, requires
additional cell sites. As of the date of this annual report, CCPR has installed
16 of these new cell sites.

Competition. CCPR holds one of two authorized cellular service licenses
for each of Puerto Rico and the Virgin Islands. The Puerto Rico Telephone
Company, which is the sole fixed-line provider for Puerto Rico, holds the second
cellular license for Puerto Rico. VitelCellular, Inc., an affiliate of the
fixed-line Virgin Islands Telephone Company, holds the second cellular license
for the Virgin Islands.

A number of companies hold PCS licenses for the Puerto Rico and Virgin
Islands markets. Centennial has offered PCS under its license since 1996. In
1999, Telecorp, an affiliate of AT&T, launched PCS under the commercial name
"Suncom," and Clear Comm, Inc., which recently announced a partnership with an
affiliate of Telefonica S.A., launched PCS under the commercial name "Movistar."
In addition, the Puerto Rico Telephone Company, VitelCom, Inc. (an affiliate of
VitelCellular, Inc.), Sprint PCS and Omnipoint Corp. hold PCS licenses but are
not currently operating. Sprint PCS is expected to launch service in August
2001.

Regulatory environment. The telecommunications sector in Puerto Rico and
the Virgin Islands is subject to the jurisdiction of the U.S. Federal
Communications Commission (FCC) and to U.S. telecommunications laws and
regulations. The U.S. Communications Act of 1934, as amended, requires
cellular, paging and microwave station operators such as CCPR to obtain
authorization from the FCC

prior to conducting or operating their systems. Although the FCC has the ability
to require wireless service providers to file tariffs for their services, it has
never required CCPR to file such tariffs.

The Puerto Rico Telecommunications Act of 1996 created a local board with
primary regulatory jurisdiction in Puerto Rico over all telecommunications
services, service providers, and persons with a direct or indirect interest in
such services or providers. This Act requires all telecommunications service
providers, except commercial mobile radio service providers, to obtain
certification to do business in Puerto Rico, and it directs the board to adopt
regulations specifying the form, content and procedures for such certification.

Licenses. CCPR holds various licenses issued by the FCC for cellular,
paging and international long-distance resale services in Puerto Rico and the
Virgin Islands, operating on the 800 megahertz (Band A) radio spectrum. Some of
these licenses were acquired from the original licensees, and others were
obtained directly by CCPR. In addition, certain subsidiaries of CCPR hold
point-to-point common carrier microwave licenses to transport CCPR's network
traffic.

CCPR has renewed a number of these licenses and is in the process of
renewing others through the FCC's "Expected Renewal" process. Under "Expected
Renewal," license holders may renew their licenses as long as they have been
operating in good standing under FCC rules, with no significant complaints or
failures in providing service. All of CCPR's licenses are fully paid.

ARBROS

ARBROS Communications, Inc. is a provider of voice, data and other
telecommunications services to small- and medium-size businesses and wholesale
customers in the northeastern United States. We have agreed to acquire an
indirect 24.9% interest in ARBROS and hold warrants to purchase additional
shares, the exercise of which would increase our interest to 45.0%. The
acquisition is in two steps, with the second step scheduled to close in July
2001. At December 31, 2000, ARBROS had total assets of Ps.1,378 million.

Business and strategy. ARBROS began operations in March 1999. ARBROS has
entered into long-term agreements with various local exchange carriers to use
their networks to provide customized voice and data services. At present,
ARBROS' service area includes the major metropolitan markets in the northeastern
United States. At March 31, 2001, ARBROS had 485 employees.

In addition, ARBROS is in the process of building up its own network
throughout the northeastern United States. By the end of 2001, ARBROS expects
to rely predominantly on its own network and plans to use other networks only
where necessary to broaden market reach.

ARBROS aims to differentiate itself from its competitors by offering
superior customer service to its clients, including commitments to deliver
specified levels of service, with financial penalties for non-performance.
ARBROS' growth strategy is to continue to build its own network and eventually
provide a full range of voice, data and Internet services.

Competition. ARBROS competes with various incumbent local exchange
carriers and competitive local exchange carriers throughout the northeastern
United States.

Regulatory Environment. ARBROS is subject to the jurisdiction of the U.S.
Federal Communications Commission, various state public utility commissions and
to U.S. telecommunications laws and regulations.

Comm South

Comm South Companies, Inc. offers prebilled local telephone services to
residential customers in 42 U.S. states. ARBROS will acquire a 100% interest in
Comm South from TracFone in the two-step transaction in which we are acquiring
our interest in ARBROS.

In 2000, Comm South had revenues of Ps.836 million and a net loss of Ps.335
million. At December 31, 2000, Comm South had total assets of Ps.130 million.

Business and strategy. Comm South purchases dial-tone time from BellSouth,
SBC Communications and other carriers, and resells it to approximately 150,000
customers around the United States. Comm South's customers, who tend to be low-
income consumers without credit cards, bank accounts or telephone service at
home, can subscribe to these local telephone services in one of the
approximately 1,800 Comm South agent stores around the nation. At March 31,
2001, Comm South had 413 employees. Comm South currently earns most of its
revenues in 20 states and plans to focus on expanding its activity in the other
22 states in which it is authorized to operate.

Regulatory Environment. Comm South is subject to the jurisdiction of the
U.S. Federal Communications Commission, various state public utility commissions
and to U.S. telecommunications laws and regulations.

Network Access

Network Access Solutions Corporation is a provider of high-speed data
communications services to business customers. We own common shares and
convertible preferred shares representing a 5.9% equity interest in Network
Access. We acquired our interest in the common shares in June 1999 and our
interest in the preferred shares in March 2000. In 2000, Network Access had
revenues of Ps.293.9 million and a net loss of Ps.1,137.6 million. At December
31, 2000, Network Access had total assets of Ps.1,633.6 million.

Network Access operates a broadband network using digital subscriber line
(DSL) technology under the "CopperNet" trademark in the cities of Baltimore,
Boston, New York, Philadelphia, Washington, Norfolk, Pittsburgh, Richmond and
Wilmington. In addition to providing high-speed data communications services,
Network Access sells telecommunications equipment, designs networks for its
customers, installs the equipment and provides consulting and related services.
At March 31, 2001, Network Access had approximately 3,600 subscribers
representing 12,776 lines billed.

Cablevision

Empresas Cablevision, S.A. de C.V. is the cable subsidiary of Grupo
Televisa, S.A. de C.V., which is the largest supplier of television programming
in Mexico. We indirectly own a 49% interest in Cablevision and the remaining
interest is owned by Televisa. Cablevision is in the process of exploring a
variety of possible transactions through which America Movil could significantly
reduce its equity interest in Cablevision. In 2000, Cablevision had revenues of
Ps.888.6 million and net income of Ps.105.4 million. At December 31, 2000,
Cablevision had total assets of Ps.1,906.2 million.

Cablevision provides cable television and internet access services in the
Mexico City metropolitan area. At March 31, 2001, Cablevision had more than
407,000 subscribers out of a total of approximately 1.3 million homes passed in
Mexico City. At December 31, 2000, Cablevision had 895 employees.

Cablevision uses fiber optic cable to carry video, data and voice signals
over extended distances and coaxial cable to deliver these signals to individual
customers. Cablevision invested approximately Ps.105 million in its cable
infrastructure in 2000 and it has budgeted capital expenditures of U.S.$120.0
million through 2003 to further build out and upgrade its network.

Cablevision's principal competitors in the Mexico City area are
Multivision, which uses multi-channel microwave distribution service (a wireless
broadband technology for Internet access), and Sky and DirecTV, which use
direct-to-home technology (in which programming is transmitted via satellite
directly into small receiving antennas located in viewers' homes).

Cable television operators in Mexico are regulated by Cofetel and are
subject to the General Communications Law, the Telecommunications Law and the
Telecommunications Regulations.

Cablevision holds a 30-year concession to provide cable television services in
the Mexico City metropolitan area, with an option to renew for an additional 30
years. This concession was granted by the Communications Ministry in September
1999.

FirstMark

FirstMark Comunicaciones Espana, S.A. is a new broadband wireless company
in Spain. We own a 17.5% interest in FirstMark. Our interest in FirstMark was
acquired in November 1999. In 2000, FirstMark had revenues of Ps.11 million and
a net loss of Ps.110 million. At December 31, 2000, FirstMark had total assets
of Ps.880 million.

FirstMark launched Internet access and other Internet-related services in
26 cities in Spain in February 2001. FirstMark continues to test and deploy its
network, which uses LMDS and fiber optic technology. FirstMark holds a
concession to operate its broadband wireless network on the 3.5 gigahertz radio
spectrum throughout Spain. This concession expires in 2020, and may be renewed
for an additional 10-year period. FirstMark also holds licenses to offer voice,
Internet access and other Internet-related services throughout Spain.

Under the terms of its concession, FirstMark is required to pay annual
fees. Effective May 2001, the Spanish fiscal authorities granted FirstMark a
suspension of these fees pending the outcome of a suit filed by the company in
April 2001 challenging a substantial recent increase in the fees. FirstMark's
competitors have filed similar suits.

FirstMark has net budgeted capital expenditures of approximately Ptas.31.9
million through 2003 to build out its network and to finance the commercial
launch of its services.

FirstMark's competitors include Retevision, Alo 2000, Abranet, Uni2, Banda
26, Skypoint and Broadnet. Like FirstMark, each of these companies holds
licenses to provide broadband wireless services using LMDS technology.

CAPITAL EXPENDITURES

The following table sets forth our capital expenditures, before
retirements, for each year in the three-year period ended December 31, 2000.

Year ended December 31,
---------------------------------------------
1998 1999 2000
----------- ----------- -----------
(millions of constant pesos
as of December 31, 2000)

Transmission and switching equipment..................... Ps. 1,878 Ps. 6,359 Ps. 13,399
Computer equipment....................................... 110 280 462
Licenses................................................. 1,705 -- 87
Investment in subsidiaries and affiliates................ -- 4,545 15,985
Other.................................................... 35 107 1,187
----------- ----------- -----------
Total capital expenditures............................. Ps. 3,728 Ps. 11,291 Ps. 31,120
=========== =========== ===========

Telcel has budgeted capital expenditures of approximately U.S.$1,313
million for the four quarters through December 31, 2001, principally for the
build-out of our cellular network. In December 2000, we entered into an
agreement with Ericsson for the deployment of a GSM network in Mexico under
which we are committed to pay approximately U.S.$963 million through 2003. We
currently expect the overall level of capital expenditures at Telcel to decline
after 2001, but capital expenditures will continue to be substantial.
Competitive, technical or market developments could require increased capital
expenditure.

As of December 31, 2000, we were required to provide U.S.$1,007.5 million
to Telecom Americas as the requirements of the joint venture arise. As of the
date of this annual report, substantially all of this amount has been funded.
See "Telecom Americas."

We have budgeted approximately U.S.$176 million through the end of 2001 to
build out our cellular networks at Telgua, Conecel and some of our other
subsidiaries and affiliates. In addition to this amount, we have contractual
commitments to make contributions of approximately U.S.$87 million to our
international subsidiaries through the end of 2001 and to pay U.S.$300 million
in 2001 toward the purchase of Williams' interest in ATL. See "Subsidiaries"
and "Other Investments."

THE SPIN-OFF

America Movil was established in a spin-off of the wireless business and
certain international businesses of Telmex, the largest provider of local and
long-distance telephone services in Mexico.

The spin-off was approved by Telmex shareholders at an extraordinary
shareholders' meeting on September 25, 2000, at which time each holder of Telmex
shares became the owner of an equal number of America Movil shares of the
corresponding class, and on February 7, 2001 the shares of America Movil were
delivered to Telmex shareholders and America Movil American Depositary Shares
(ADSs) were delivered to holders of Telmex ADSs. Prior to that date, Telmex
shares and America Movil shares could only be owned and transferred together.

Telmex and America Movil continue to be controlled by the same group of
shareholders. See "Major Shareholders" under Item 7. Neither Telmex nor
America Movil owns any capital stock of the other.

Description of the Spin-off

The spin-off was implemented using a procedure under Mexican corporate law
called escision, or "split-up." In an escision, an existing company is divided,
creating a new company or new companies to which specified assets and
liabilities are allocated. This procedure differs from the procedure by which a
spin-off is typically conducted in the United States, where a parent company
distributes to its shareholders shares of a subsidiary. The escision was
approved by Telmex shareholders at an extraordinary shareholders meeting on
September 25, 2000, at which time America Movil was created and certain assets
and liabilities of Telmex were allocated to America Movil.

Prior to the spin-off, Telmex conducted an internal reorganization.
Following the reorganization, a subsidiary of Telmex called Sercotel, S.A. de
C.V. directly or indirectly owned the shares of Telcel and the subsidiaries that
conduct our international businesses and hold our international investments.
Also as a result of the reorganization, subsidiaries of Telcel were allocated
Ps.17.1 billion of Telmex commercial paper and Ps.10.9 billion of other liquid
assets in order to help America Movil meet its capital requirements following
the spin-off.

Effective on September 25, 2000:

. America Movil was established as a separate company and our initial
Board of Directors was elected at the same extraordinary meeting that
approved the spin-off.

. The shares of Sercotel were transferred to America Movil.

. Each holder of Telmex shares became entitled to an equal number of
America Movil shares of the corresponding class.

The shareholders' resolution from the extraordinary meeting was notarized
on September 29, 2000, published in the Diario Oficial (Official Gazette) on
October 5, 2000 and registered in the Mexican Public Registry of Commerce on
October 13, 2000.

Certain Relationships between America Movil and Telmex

There are a variety of contractual relationships between America Movil and
Telmex, both to accomplish the separation of the spin-off and to provide for
ongoing commercial relationships. These relationships are described in "Related
Party Transactions" under Item 7.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with our audited
financial statements and the notes thereto included in this annual report under
Item 18. The audited financial statements as of December 31, 2000 and for the
year ended December 31, 2000 have been prepared on a consolidated basis. The
audited financial statements as of December 31, 1999 and for the years ended
December 31, 1998 and 1999 have been prepared on a combined basis from Telmex's
historical accounting records and represent the combined historical operations
of the entities that were transferred to America Movil by Telmex in the spin-
off.

The financial statements have been prepared in accordance with Mexican
GAAP, which differ in certain important respects from U.S. GAAP. Note 19 to our
audited financial statements provides a description of the principal differences
between Mexican GAAP and U.S. GAAP, as they relate to us, a reconciliation to
U.S. GAAP of operating income, net income and total stockholders' equity and a
condensed statement of cash flows under U.S. GAAP.

Mexican GAAP requires that the financial statements recognize certain
effects of inflation. In particular,

. nonmonetary assets (including property, plant and equipment) and
stockholders' equity are restated for inflation and, in the case of
imported telephone plant, for devaluation,

. gains and losses in purchasing power from holding monetary liabilities
or assets are recognized in income, and

. all financial statements are restated in constant pesos as of December
31, 2000.

Results of Operations

Overview

Our operating revenues consist of:

. usage charges, which include airtime charges for outgoing calls and
interconnection charges billed to other service providers for calls
completed on our network under the "calling party pays" system beginning
May 1, 1999,

. monthly subscription charges,

. long-distance charges,

. revenues from sales of cellular handsets and accessories, and

. other revenues, which include roaming charges and charges for call
forwarding, call waiting and call blocking.

Revenues from sales of prepaid services are deferred and recognized as airtime
is used or when prepaid cards expire, and are included under usage charges.
Monthly fees for postpaid service are billed in the month prior to service, and
are deferred and recognized in the month that service is provided. Revenues
from airtime used by postpaid subscribers above the amount covered by their
monthly fees are recognized as airtime is used.

The principal factors affecting our operating revenues are rates and the
volumes of usage of wireless services. The effect of rates on revenues is
analyzed in terms of constant pesos of December 31, 2000, and accordingly,
unless nominal rates increase by at least the rate of inflation, real rates will
decline over time.

Our results of operations for 1998, 1999 and 2000 have been affected by
continued rapid growth in the number of our cellular subscribers, particularly
prepaid subscribers of Telcel. The increase in subscribers in 1999 and 2000 was
attributable in part to the introduction of the "calling party pays" system in
Mexico in May 1999, which also led to an increase in average minutes of incoming
calls to new and existing subscribers. The growth in our subscriber base has
been offset in part by a decline in average monthly revenues per subscriber, due
to declining real rates and growth in the number of prepaid customers. Our 1999
and 2000 results of operations reflect the consolidation of TracFone beginning
in February 1999 and Global Central America beginning in May 1999. Our 2000
results of operations also reflect the consolidation of Telgua and Conecel
beginning in April 2000 and Techtel beginning in July 2000. See "Subsidiaries"
under Item 4.

The effects of competition have been extensive, and have included lower
market share and downward pressure on prices for cellular service. We believe
that we are well-positioned to continue competing successfully in Mexico and in
the other countries in which we operate, but we can make no assurances as to the
effects of competition on our results of operations and financial condition.

Our results of operations will also continue to be affected by economic
conditions in Mexico and in the other countries in which we operate. In periods
of slow economic growth, demand for telecommunications services tends to be
adversely affected. Poor economic conditions, particularly unemployment and
high domestic interest rates, can also result in an increase in allowance for
doubtful accounts. Devaluation of the peso, such as occurred most recently in
1998, also results in exchange losses on our foreign-currency denominated
indebtedness. In 1999 and 2000, Telcel has continued to grow in terms of lines
in service and minutes of usage, partly because of the strong performance of the
Mexican economy. However, we can make no assurances that economic conditions in
Mexico and in the other countries in which we operate will not have adverse
effects on our financial condition and results of operations.

Two developments adversely affected our results in 2000. First, a change
in Mexican accounting for deferred taxes resulted in a significant increase in
our effective tax rate, which was 62.2% in 2000 (compared to 21.4% in 1999) as a
result of a deferred tax charge of Ps.1,559 million. Second, our extensive
international investments in 1999 and 2000 resulted in a charge of Ps.1,000
million in 2000 representing our equity in the losses of investees for which we
account on the equity method.

These adverse effects were partly offset by a gain of Ps.973 million that
we recognized when we contributed our investment in ATL to Telecom Americas.
This gain, which is recorded under comprehensive financing (income) cost, is
deferred under U.S. GAAP.

Summary of Operating Income

The following table sets forth, for each of the years in the three-year
period ended December 31, 2000, our operating revenues, operating costs and
expenses and operating income.

Year ended December 31, % Change
---------------------------------- -----------------------------
1998 1999 2000 1998-1999 1999-2000
---------- ---------- ---------- ------------- -------------
(millions of constant pesos
as of December 31, 2000)

Operating revenues:
Usage charges............................... Ps. 3,663 Ps. 7,416 Ps. 16,626 102.4% 124.2%
Monthly subscription charges................ 2,869 3,739 4,316 30.3 15.4
Long-distance charges....................... 821 1,370 2,799 66.9 104.3
Sales of handsets and accessories........... 1,344 2,470 3,287 83.8 33.1
Other(1).................................... 717 701 2,162 (2.2) 208.4
---------- ---------- ----------
Total operating revenues................. 9,414 15,696 29,190 66.7 86.0
---------- ---------- ----------
Operating costs and expenses:
Cost of sales and services.................. 3,703 7,345 14,919 98.3 103.1
Commercial, administrative and general...... 3,106 4,609 8,456 48.4 83.5
Depreciation and amortization............... 789 1,514 2,996 92.0 97.9
---------- ---------- ----------
Total operating costs and expenses....... 7,598 13,468 26,371 77.3 95.8
---------- ---------- ----------
Operating income.............................. Ps. 1,816 Ps. 2,228 Ps. 2,819 22.6 26.5
========== ========== ==========

____________________
(1) Other revenues include roaming charges and charges for call forwarding, call
waiting and call blocking.

Summary of Net Income

The following table sets forth, for each of the years in the three-year
period ended December 31, 2000, our operating income, comprehensive financing
(income) cost, provisions and equity in results of equity-method affiliates.

Year ended December 31, % Change
------------------------------------ -------------------------------
1998 1999 2000 1998-1999 1999-2000
----------- ---------- ---------- ------------- ---------------
(millions of constant pesos
as of December 31, 2000)

Operating income.............................. Ps. 1,816 Ps. 2,228 Ps. 2,819 22.6% 26.5%
Comprehensive financing (income) cost:
Interest income............................. (9,835) (9,137) (4,898) (7.1) (46.4)
Interest expense............................ 28 161 1,083 475.0 572.7
Exchange (gain) loss, net................... (137) 1,123 (232) (919.7) --
Monetary effect............................. 6,764 4,788 2,990 (29.2) (37.6)
Other (income) loss......................... -- -- (973) -- --
---------- ---------- -----------
(3,180) (3,065) (2,030) (3.6) (33.8)
---------- ---------- -----------
Income before income tax and employee 4,996 5,293 4,849 5.9 (8.4)
profit sharing...............................
Provisions for:
Income tax.................................. 1,100 1,131 3,016 2.8 166.7
Employee profit sharing..................... 77 115 165 49.3 43.5
---------- ---------- -----------
1,177 1,246 3,181 5.8 155.3
---------- ---------- -----------
Income before equity in results of affiliates 3,819 4,047 1,668 5.9 (58.8)
and minority interest........................
Equity in results of affiliates............... 80 15 (1,001) (81.2) --
Minority interest in loss of subsidiaries..... -- 304 211 -- (30.6)
---------- ---------- -----------
Net income.................................... Ps. 3,899 Ps. 4,366 Ps. 878 12.0 (79.9)
========== ========== ===========

Operating Revenues

Operating revenues increased by 66.7% in 1999 and 86.0% in 2000. These
increases in revenues were driven principally by growth in Telcel's subscriber
base, offset in part by a decline in monthly revenues per subscriber. The
average number of Telcel subscribers increased by 149.4% in 1999 and 98.4% in
2000, largely due to the growth in prepaid subscribers. The average number of
prepaid subscribers increased by 203.8% in 1999 and 157.5% in 2000. As of
December 31, 2000, Telcel had a total of 10.5 million subscribers, 9.5 million
of which were prepaid subscribers.

Average monthly revenues per Telcel subscriber decreased from Ps.504 in
1998 to Ps.345 in 1999 to Ps.228 in 2000. The decrease in average monthly
revenues was due to the decline in real rates and to the growth in prepaid
customers.

Usage charges

Usage charges increased by 102.4% in 1999 and 124.2% in 2000. The increases
in each period were due principally to growth in the number of Telcel's
subscribers, offset in part by a decline in real rates. The increases in 1999
and 2000 were partly attributable to the introduction of the "calling party
pays" system in Mexico in May 1999, which led to an increase in subscribers. To
a lesser extent, the increases were also due to the consolidation of the
revenues of TracFone and GCA beginning in the first half of 1999 and of Conecel
and Telgua beginning in April 2000.

Monthly subscription charges

Monthly subscription charges increased by 30.3% in 1999 and 15.4% in 2000.
The increase in each period was due to growth in the number of Telcel's postpaid
subscribers. Monthly subscription charges did not increase as rapidly as the
number of subscribers because an increasing portion of new subscribers were
prepaid customers, who do not pay monthly subscription charges.

Long-distance charges

Long-distance charges increased by 66.9% in 1999 and 104.3% in 2000. These
increases were primarily due to subscriber growth, offset in part by a decline
in real rates.

Sales of handsets and accessories

Sales of handsets and accessories increased by 83.8% in 1999 and 33.1% in
2000. These increases were attributable to growth in the number of subscribers,
which was partly offset by declines in prices and increased subsidies. The
comparatively lower rate of growth in 2000 was due to increased handset
subsidies in that year.

Other

Other revenues decreased by 2.2% in 1999 and increased by 208.4% in 2000.
The increase in 2000 was principally due to growth in the number of subscribers
and in the use of value-added services, and was also attributable to the
consolidation of other revenues of Telgua. The decrease in 1999 was primarily
due to the elimination in that year of required handset deposits for new Telcel
subscribers. Handset deposits result in revenues if they are not claimed by
subscribers within a prescribed period of time.

Operating Costs and Expenses

Costs of sales and services

Costs of sales and services increased by 98.3% in 1999 and 103.1% in 2000.
The increases during these periods were primarily due to growth in sales of
cellular handsets and higher cost of interconnection with other cellular
operators following the introduction of "calling party pays" in May

1999. The increased costs were also attributable in part to the consolidation of
TracFone, Conecel, GCA and Telgua.

Commercial, administrative and general

Commercial, administrative and general expenses increased by 48.4% in 1999
and 83.5% in 2000. These increases were due primarily to commissions paid to
cellular distributors, to advertising and other promotional expenses as a result
of greater competition, and, to a lesser extent, to increases in wages and
salaries.

Depreciation and amortization

Depreciation and amortization increased by 92.0% in 1999 and 97.9% in 2000.
Under Mexican GAAP, we have elected to restate imported fixed assets based in
part on the exchange rate between the peso and the currency of the country of
origin, and as a result changes in exchange rates affect the amount of
depreciation. Depreciation increased in 1999 primarily due to the inclusion of
the assets of newly-acquired subsidiaries in the calculation of consolidated
depreciation and to the amortization of goodwill ensuing from the purchases of
TracFone and GCA. The increase in 1999 was also attributable to the amortization
of Telcel's PCS licenses, which were acquired in October 1998. The increase in
depreciation in 1999 was offset in part because the rate of Mexican inflation
exceeded the rate of devaluation of the peso. The increase in depreciation and
amortization in 2000 was due primarily to increased investments in telephone
equipment and to the amortization of goodwill associated with newly-acquired
subsidiaries. The increase in amortization in 2000 was offset in part by our
decision to change the amortization period of goodwill from 5 years to 10 years.
Had we maintained our previous policy, amortization in 2000 would have been
Ps.582 million higher. See Note 2(l) to our audited financial statements.

Operating Margin

Operating margin (operating income as a percentage of operating revenues)
was 19.3% in 1998, 14.2% in 1999 and 9.7% in 2000. The lower operating margins
in 1999 and 2000 were due to increases in sales commissions, growth in sales of
handsets, higher discounts on sales of handsets at below cost and the
consolidation of TracFone, Conecel, GCA and Telgua.

Comprehensive Financing (Income) Cost

Under Mexican GAAP, comprehensive financing (income) cost reflects interest
income, interest expense, foreign exchange gain or loss and the gain or loss
attributable to the effects of inflation on monetary assets and liabilities. We
have substantial liquid assets in the form of cash and short-term investments
(Ps.24.1 billion at December 31, 2000), so we have significant interest income,
and because our monetary assets exceed our monetary liabilities, we generally
report a net loss from monetary position. A significant portion of our financial
assets (46.7% at December 31, 2000) is denominated in foreign currencies,
principally U.S. dollars, so depreciation of the peso results in foreign
exchange gain and higher interest income with respect to these assets.
Substantially all of our indebtedness (100% at December 31, 2000) is denominated
in foreign currencies, so depreciation of the peso results in foreign exchange
loss and higher interest expense with respect to indebtedness.

Comprehensive financing (income) cost was a net credit of Ps.3,180 million
in 1998, a net credit of Ps.3,065 million in 1999 and a net credit of Ps.2,030
million in 2000. The credits were attributable principally to interest income on
our financial assets, offset in part by the monetary effect on our net monetary
asset position and, in 2000, to gain on the contribution of ATL to Telecom
Americas. The changes in each component were as follows:

. Interest income decreased by 7.1% in 1999 and 46.4% in 2000, due to
lower average levels of interest bearing assets.

. Interest expense increased by 475.0% in 1999 and 572.7% in 2000. The
increases in 1999 and 2000 were due to increasing indebtedness,
attributable in part to the acquisition of new subsidiaries.

. In 1999, the impact of the appreciation of the peso in the second half
of the year on our U.S. dollar-denominated monetary assets resulted in
a net exchange loss of Ps.1,123 million. The 0.8% depreciation of the
peso in 2000 resulted in a net exchange gain of Ps.232 million.

. In 1998, 1999 and 2000, average monetary assets exceeded average
monetary liabilities, resulting in a substantial net loss from
monetary position. The decreases in 1999 and 2000 reflected lower
rates of inflation and lower average net monetary assets.

. In 2000, we recognized a gain of Ps.973 million when we contributed
our interest in ATL to Telecom Americas. The gain reflects the
valuation of ATL on which the partners in Telecom Americas agreed for
purposes of valuing their respective investments in the joint venture.

Income Tax and Employee Profit-sharing

The statutory rate of the Mexican corporate income tax was 34% in 1998 and
35% in 1999 and 2000. Our effective rates of provisions for corporate income tax
as a percentage of pretax income were 22.0%, 21.3% and 62.2% for 1998, 1999 and
2000, respectively. The increase in the effective rate in 2000 was principally
due to a change in Mexican accounting principles applicable to deferred income
tax. We expect the effective tax rate in 2001 to decline, as changes in our
deferred tax balance sheet will favorably affect our provisions for deferred
tax.

Mexican Accounting Principles Bulletin D-4 "Accounting for Income Tax,
Asset Tax and Employee Profit Sharing" went into effect on January 1, 2000. The
new bulletin modifies the rules with respect to the computation of deferred
income tax. It generally requires that deferred income tax be determined on
virtually all temporary differences in balance sheet accounts for financial and
tax reporting purposes, using the enacted income tax rate at the time the
financial statements are issued. Through December 31, 1999, deferred income tax
was recognized only on temporary differences that were considered to be
nonrecurring and that would reverse within a definite period. The cumulative
effect of the adoption of this bulletin at the beginning of 2000 was applied to
stockholders' equity without restating the financial statements for prior years.
The effect on stockholders' equity was a reduction of 3.1%. Under Bulletin D-4,
our deferred tax accounting under Mexican GAAP in 2000 is similar to U.S. GAAP.

Telcel, like other Mexican companies, is required by law to pay to its
employees, in addition to their agreed compensation and benefits, profit sharing
in an aggregate amount equal to 10% of its taxable income. The amount payable
increased by 47.7% in 1999 and 53.7% in 2000. Bulletin D-4 does not affect
accounting for employee profit-sharing.

Equity in Results of Affiliates

Equity in results of affiliates represented net profits of Ps.80 million
and Ps.15 million in 1998 and 1999, respectively, attributable primarily to
earnings at Cablevision, offset in part in 1999 by losses at CCPR. Equity in
results of affiliates represented a net loss of Ps.1,001 million in 2000,
attributable primarily to results at Telecom Americas, CCPR and CompUSA. We
expect to have a growing level of net loss attributable to equity in results of
affiliates in 2001, primarily as a result of our investments in Telecom
Americas, CCPR and CompUSA. See "Telecom Americas" and "Other Investments" under
Item 4.

Minority Interests

Minority interest represented a net credit of Ps.304 million in 1999
reflecting minority interest in losses at TracFone, Conecel and GCA. Minority
interest represented a net credit of Ps.211 million in

2000 due to minority interest in losses at TracFone and Conecel, offset in part
by minority interest in earnings at Telgua and GCA.

Net Income

In 1999, net income increased by 12.0% due to a 22.6% increase in operating
income, reflecting higher operating revenues and stable margins. Net income
decreased by 79.9% in 2000 due to:

. a decrease in comprehensive financing income mainly as a result of
lower interest income,

. an increase in income tax provisions due to a change in Mexican
accounting principles, and

. a net loss of Ps.1,001 million attributable to equity in results of
affiliates due principally to losses at Telecom Americas, CCPR and
CompUSA.

Liquidity and Capital Resources

We will need substantial amounts of capital to finance investments at
Telcel and each of our international businesses. In addition, we may need
capital to take advantage of new investment opportunities. These requirements
will be met in part using the liquid assets we received in the spin-off. We
also expect to rely on operating cash flows, particularly at Telcel, and on
borrowings, particularly supplier credits.

The following table summarizes our expected capital requirements from
January 1, 2001 through December 31, 2001:

(millions of U.S.$)
------------------

Telcel network U.S.$1,313.0
Telecom Americas funding commitment........................... 1,007.5
Networks of other subsidiaries................................ 176.0
Other capital commitments..................................... 387.0
------------
Total...................................................... U.S.$2,883.5
============

We intend to meet these requirements in part by using the Ps.24.1 billion
in liquid assets we held at December 31, 2000, which was equivalent to
approximately U.S.$2.5 billion at that date, and in part by using operating cash
flow and borrowings. In the past, the capital requirements of Telcel were met to
a substantial extent by funding supplied by its former parent company Telmex,
but following the spin-off, with the exception of certain transitional
arrangements discussed below, Telmex will not provide further funding to Telcel.
This should be kept in mind in using our historical financial performance to
evaluate how we will meet our capital expenditure requirements.

Capital Requirements

We have budgeted approximately U.S.$1,313 million for 2001 to build out
Telcel's wireless network. In December 2000, we entered into an agreement with
Ericsson for the deployment of a GSM network in Mexico under which we are
committed to pay approximately U.S.$963 million through 2003.

As of December 31, 2000, we were required to provide U.S.$819 million to
Telecom Americas as the requirements of the joint venture arise. As of the date
of this annual report, substantially all of this amount has been funded. See
"Telecom Americas" under Item 4.

purchase of Williams' interest in ATL. See "Subsidiaries," "Other Investments"
and "Capital Expenditures" under Item 4.

We expect to have opportunities to invest in other telecommunications
companies outside Mexico, especially in the United States and in Latin America,
because we believe that the telecommunications sector will continue to be
characterized by growth, technological change and consolidation. We may take
advantage of these opportunities through Telecom Americas or through direct
investments or other strategic alliances. Future international investments may
involve substantial capital requirements. We can give no assurance as to the
extent, timing or cost of such investments, and they may involve risks to which
we have not previously been exposed.

We may also use funds to pay dividends or to repurchase our shares.

Capital resources

The capital requirements of Telcel will be met in part from Telcel's
operating cash flow. America Movil's resources provided by operating activities
(which are primarily attributable to Telcel) were Ps.7,043 million in 1999 and
Ps.7,585 million in 2000. Of our other operating subsidiaries, Telgua generates
operating cash flows that will meet a material portion of its capital
requirements. Conecel, TracFone, Techtel, and Speedy Movil do not generate
enough operating cash flows to meet their capital requirements and will rely
primarily or entirely on borrowings or on funding provided by America Movil.

In addition to using our liquid assets and operating cash flow, we expect
to increase our level of debt to finance part of the cost of our capital
expenditures. We expect to have access to supplier credits at Telcel and at each
of our international businesses. We are negotiating a syndicated loan of
U.S.$500 million, which we currently expect to close in the third quarter of
2001. As described below, some of our international businesses have used
guarantees of Telmex or Telcel to support their borrowings in the past, and we
expect that guarantees of America Movil or Telcel may be necessary in the
future. Following the spin-off, with the exception of certain transitional
arrangements described below, we do not expect that Telmex will continue to
provide guarantees to support borrowings by us or our subsidiaries or joint
ventures.

If we seek to raise funds by issuing stock, our bylaws require that we
issue stock of each class in the same proportion. This would limit our ability
to issue more L Shares, which are the most liquid class of our stock, unless we
issue more AA shares, which are an unlisted class of voting shares currently
held only by Carso Global Telecom and SBC International, Inc. However, as of May
31, 2001, we had approximately 347,612,100 L Shares in treasury and could offer
these shares to investors through the capital markets.

Existing Indebtedness and Contingent Liabilities

Our subsidiary that owns 95% of the shares of Telgua, America Central Tel,
S.A. (ACT, formerly Luca S.A.), is obligated to pay approximately U.S.$463
million in October 2001 to a trustee on behalf of the Guatemalan government.
This amount is the balance of the purchase price ACT agreed to pay for the
shares of Telgua when Telgua was privatized in November 1998, plus interest. The
shares of Telgua are pledged to the trustee to secure the obligations of ACT.
ACT also has U.S.$70 million outstanding under a floating rate promissory note
maturing in October 2001. The promissory note is guaranteed by Telcel.

Our subsidiary Sercom has U.S.$44 million outstanding under a U.S.$90
million floating rate credit facility maturing in September 2001. Sercom's
obligations under the facility are guaranteed by Telcel.

Our subsidiary Conecel currently has U.S.$7.74 million outstanding under a
fixed-rate credit facility maturing in 2002, and it has supplier credits
totaling U.S.$2.38 million. In addition, Conecel has outstanding U.S.$1.99
million principal amount of its 14% Notes due 2002. The balance of the Notes

was purchased by a company controlled by Telmex in connection with the
acquisition of Conecel and contributed to Conecel.

At December 31, 2000, all of our indebtedness was denominated in foreign
currencies.

At December 31, 2000, 71.4% of our debt obligations bore interest at
floating rates. Our weighted average cost of all borrowed funds in 2000
(including interest and reimbursement of certain lenders for Mexican taxes
withheld) was approximately 8.6%.

Telmex and other shareholders of ATL have provided a guarantee of a loan
facility granted to ATL by the Brazilian development bank Banco de
Desenvolvimento Economico e Social--BNDES. The obligations of Telmex in this
respect are limited to U.S.$100 million. We have agreed to reimburse and
indemnify Telmex against any claim of creditors of ATL, up to Telmex's U.S.$100
million maximum obligation. See "Related Party Transactions" under Item 7.

We are a holding company, so we depend entirely on dividends and advances
from our subsidiaries to pay dividends and to meet our obligations.

U.S. GAAP Reconciliation

We had net income under U.S. GAAP of Ps.2,935 million in 1998 and Ps.2,703
million in 1999 and a net loss under U.S. GAAP of Ps.410 million in 2000.

The principal differences between Mexican GAAP and U.S. GAAP as they relate
to us are the treatment of deferred income taxes (prior to the adoption of
Bulletin D-4 in 2000) and deferred employee profit sharing, the restatement of
plant, property and equipment, pension plan costs, capitalization and
depreciation of interest relating to assets under construction and the treatment
of accrued vacation costs. For a discussion of these differences, see Note 19 to
our audited financial statements. See also "--Results of Operations--Income Tax
and Employee Profit-Sharing." In addition, in 2000, we recognized a gain of
Ps.973 million under Mexican GAAP when we contributed our investment in ATL to
Telecom Americas. This gain, which is reported under comprehensive financing
(income) cost under Mexican GAAP, is deferred under U.S. GAAP.

Item 6. Directors, Senior Management and Employees

Directors

Management of our business is vested in our Board of Directors. Our bylaws
provide for the Board of Directors to consist of at least five directors and
allow for the appointment of alternate directors. A majority of our directors
and a majority of the alternate directors must be Mexican nationals and elected
by Mexican shareholders. A majority of the holders of the AA Shares and A Shares
voting together elect a majority of the directors and alternate directors,
provided that any holder or group of holders of at least 10% of the total AA
Shares and A Shares is entitled to name one director. Two directors and two
alternate directors, if any, are elected by a majority vote of the holders of L
Shares. Each alternate director may attend meetings of the Board of Directors
and vote in the absence of a corresponding director. Directors and alternate
directors are elected at each annual ordinary general meeting of shareholders
and each annual ordinary special meeting of holders of L Shares, and each serves
until a successor is elected and takes office. In order to have a quorum for a
meeting of the Board of Directors, a majority of those present must be Mexican
nationals.

All of the current members of the Board of Directors were elected or
ratified at the shareholders' meeting on April 27, 2001, with 8 directors
elected by the AA Shares and A Shares voting together and two directors elected
by the L Shares. No alternate directors were appointed. Carso Global Telecom and
SBC International have agreed to vote for the number of directors and alternate
directors named by Carso Global Telecom and SBC International, respectively, in
proportion to their respective share ownership.

Our bylaws provide that the members of the Board of Directors are appointed
for terms of one year. Pursuant to Mexican law, members of the Board continue in
their positions after the expiration of their terms if new members are not
appointed. The names and positions of the current members of the Board, their
dates of birth, and information on their principal business activities outside
America Movil are as follows:

Carlos Slim Helu Born: 1940
Chairman and member of the First elected: 2000
Executive Committee Term expires: 2001
Principal occupation: Honorary chairman of the board
of directors of Grupo Carso, S.A. de C.V.
Other directorships and Chairman of the board of directors
business experience: of Telmex and Grupo Financiero Inbursa,
S.A. de C.V.

Daniel Hajj Aboumrad Born: 1966
Director and member of the First elected: 2000
Executive Committee Term expires: 2001
Principal occupation: Chief executive officer of Telcel
Other directorships: Director of Carso Global Telecom
and Grupo Carso, S.A. de C.V.
Business experience: Chief executive officer of Hulera
Euzkadi, S.A. de C.V.

Jaime Chico Pardo Born: 1950
Director First elected: 2000
Term expires: 2001
Principal occupation: Chief executive officer of Telmex
Other directorships: Vice-chairman of the board of directors
of Telmex
Business experience: Chief executive officer of Grupo
Condumex, president of Corporacion
Industrial Llantera (Euzkadi General Tire
de Mexico)

Alejandro Soberon Kuri Born: 1960
Director First elected: 2000
Term expires: 2001
Principal occupation: Chairman and chief executive officer
of Corporacion Interamericana
de Entretenimiento, S.A. de C.V.

Maria Asuncion Aramburuzabala L. Born: 1963
Director First elected: 2000
Term expires: 2001
Principal occupation: Vice-president of the board of directors
and member of the executive committee
of Grupo Modelo, S.A. de C.V.
Business experience: President of Integracion y Verification
Analitica, S.A. de C.V.

Rafael Robles Miaja Born: 1965
Director and Secretary First elected: 2000
Term expires: 2001
Principal occupation: Partner, Franck, Galicia y Robles, S.C.

Drew Roy Born: 1946
Director and member of the First elected: 2000
Executive Committee Term expires: 2001
Principal occupation: President of international operations
of SBC International, Inc.
Other directorships: Director of the Oklahoma State Chamber
of Commerce and Industry
Business experience: Vice president in charge of consumer market
at SBC Communications Inc., president of
Cellular One

Royce S. Caldwell Born: 1938
Director First elected: 2000
Term expires: 2001
Principal occupation: Vice-chairman of SBC Communications Inc.
Business experience: President in charge of operations at SBC
Communications Inc., president
of Southwestern Bell Telephone

Claudio X. Gonzalez Laporte Born: 1934
Director First elected: 2000
Term expires: 2001
Principal occupation: Chief executive officer of Kimberly Clark
de Mexico, S.A. de C.V.
Other directorships: Director of the Kimberly Clark
Corporation, Kellog Company, IBM Latin
America and Grupo Carso, S.A. de C.V.
Business experience: Various positions at the Kimberly Clark
Corporation

David Ibarra Munoz Born: 1930
Director First elected: 2000
Term expires: 2001
Principal occupation: Consultant to CEPAL and the United
Nations
Other directorships: Director of Grupo Dina, S.A. de C.V. and
Grupo Financiero Inbursa, S.A. de C.V.
Business experience: Chief executive officer of Nacional
Financiera, served in the Mexican
Ministry of Finance and Public Credit

Daniel Hajj Aboumrad is the son-in-law of Carlos Slim Helu.

Executive Committee

Our bylaws provide that the Executive Committee may generally exercise the
powers of the Board of Directors. In addition, the Board of Directors is
required to consult the Executive Committee before deciding on certain matters
set forth in the bylaws, and the Executive Committee must provide its views
within 10 days following a request from the Board of Directors, the Chief
Executive Officer or the Chairman of the Board of Directors. If the Executive
Committee is unable to make a recommendation within 10 days, the Board of
Directors is authorized to act without such recommendation.

The Executive Committee is elected from among the directors and alternate
directors by a majority vote of the holders of common shares (AA Shares and A
Shares). As of May 31, 2001, the Executive Committee comprises three members.
The majority of its members must be of Mexican nationality and elected by
Mexican shareholders. Our controlling shareholders have agreed that two of its
members shall be named by Mexican controlling shareholders and one member by SBC
International, Inc. See "Major Shareholders" under Item 7. The current members
of the Executive Committee are Carlos Slim Helu and Daniel Hajj Aboumrad, named
by the Mexican controlling shareholders, and Drew Roy, named by SBC
International, Inc.

Senior Management

The names, responsibilities and prior business experience of our senior
officers are as follows:

Daniel Hajj Aboumrad Appointed: 2000
Chief Executive Officer Business Experience: Director of Telmex's Mexican
subsidiaries, chief executive officer of
Compania Hulera Euzkadi, S.A. de C.V.

Carlos Jose Garcia Moreno Elizondo Appointed: 2001
Chief Financial Officer Business Experience: General director of Public Credit at
Mexican Ministry of Finance and Public
Credit, managing director of SBC
Warburg, associate director of financing
at Petroleos Mexicanos, S.A. de C.V.
(Pemex)

Carlos Cardenas Blasquez Appointed: 2000
Latin American Operations Business Experience: Various positions at Telmex, including
Operating manager for the paging service
Company Buscatel, S.A. de C.V. and vice-
President of operations for Telmex USA,
Manager at Grupo Financiero Inbursa,
S.A. de C.V.

Jose Elias Briones Capetillo Appointed: 2001
Administration and Finance Business Experience: Comptroller of Telcel

Alejandro Cantu Jimenez Appointed: 2001
General Counsel Business Experience: Associate at Mijares, Angoitia, Cortes y
Fuentes, S.C., associate at Fried, Frank,
Harris, Shriver & Jacobson

Alfonso Gallardo Sosa Appointed: 2001

Treasurer Business Experience: Investment Banking Director at UBS
Warburg

Walter Lopez Burgoa Appointed: 2001
Comptroller Business Experience: Chief financial officer of Scala Azteca,
S.A. de C.V.

Victor Manuel Martinez Aguilar Appointed: 2001
Investor Relations Business Experience: Capital Markets Research Manager of
Nacional Financiera, S.N.C.

Mr. Carlos Cardenas Blasquez is the son-in-law of Jaime Chico Pardo, one of
our directors.

Statutory Auditors

Under our bylaws, the holders of a majority of our outstanding common
shares (AA Shares and A Shares) may elect one or more statutory auditors
(comisarios) and corresponding alternate statutory auditors. The primary role of
the statutory auditors is to report to the shareholders at the annual ordinary
general meeting regarding the accuracy of the financial information presented to
such holders by the Board of Directors. The statutory auditors are also
authorized to:

. call ordinary or extraordinary general meetings,

. place items on the agenda for meetings of shareholders or the Board of
Directors,

. attend meetings of shareholders, the Board of Directors or the
Executive Committee, and

. generally monitor our affairs.

The statutory auditors also receive monthly reports from the Board of Directors
regarding material aspects of our affairs, including our financial condition.
The current statutory auditor and alternate statutory auditor are:

Name Position
- ---- --------
Francisco Alvarez del Campo Statutory Auditor
Agustin Aguilar Laurents Alternate Statutory Auditor

Compensation of Directors and Senior Management

The aggregate compensation paid to our senior management in 2000 was
Ps.96,000. We did not pay any compensation to our directors in 2000. The
aggregate compensation paid to the senior management of Telcel in 2000 was
approximately Ps.57.1 million.

As of the date of this annual report, we have not made provisions to
provide pension, retirement or similar benefits for our directors and senior
management.

Share Ownership

Carso Global Telecom, S.A. de C.V., our controlling shareholder, is
controlled by a trust for the benefit of Carlos Slim Helu and certain members of
his immediate family. See "Major Shareholders" under Item 7. None of our other
directors, alternate directors or executive officers is the beneficial owner of
more than 1% of any class of our capital stock.

Employees

The following table sets forth the number of employees and a breakdown of
employees by main category of activity and geographic location as of the end of
each year in the three-year period ended December 31, 2000:

December 31,
----------------------------------
1998 1999 2000
-------- -------- --------

Number of employees.................. 2,532 6,059 13,450
Category of activity:
Wireless........................... 2,532 5,218 8,789
Fixed.............................. -- 841 4,661

Geographic location:
Mexico............................. 2,532 4,510 6,452
United States...................... -- 829 1,543
Other Latin America................ -- 720 5,455

As of December 31, 2000, the Progressive Union of Communication and
Transport Workers of the Mexican Republic (Sindicato Progresista de Trabajadores
de Comunicacion y Transporte de la Republica Mexicana) represented approximately
84% of the employees of Telcel. All management positions at Telcel are held by
non-union employees. Salaries and certain benefits are renegotiated every year.
In May 2000, Telcel and the union agreed to a 12% nominal increase in basic
wages, retroactive to March 2000.

Under our labor agreements and Mexican labor law, we are obligated to pay
seniority premiums to retiring employees and pension and death benefits to
retired employees. Retirees will be entitled to receive pension increases
whenever salary increases are granted to current employees.

Our subsidiary Telgua has two active employee unions--the
Telecommunications Union (Sindicato de las Telecomunicaciones y Similares),
which had 410 members, representing 13% of Telgua's employees, at December 31,
2000, and the Telgua Workers Union (Sindicato de los Trabajadores de la Empresa
TELGUA, S.A.), which had 328 members, representing 10% of Telgua's employees, at
December 31, 2000. All management positions at Telgua are held by non-union
employees. Under Guatemalan law, Guatemalan companies are required to negotiate
only with the largest of its employees' unions. In October 1999, Telgua and the
Telecommunications Union agreed to a wage increase for administrative and
operative personnel, effective December 1, 1999. Telgua's labor agreement with
the Telecommunications Union expires in the third quarter of 2001, at which time
Telgua expects to renegotiate its terms.

Management considers its current relations with our workforce to be good.

Item 7. Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

The AA Shares represented 92.0% of the full voting shares (AA Shares and A
Shares) and 27.9% of the total capital stock of America Movil as of May 31,
2001. The AA Shares are owned by Carso Global Telecom, S.A. de C.V., SBC
International Inc. (SBCI), a subsidiary of the U.S. telecommunications company
SBC Communications, Inc. and certain other Mexican investors. The following
table sets forth their respective ownership amounts and percentages of AA Shares
as of May 31, 2001.

AA Shares Owned Percent of Percent of
Shareholder (millions) Class Voting Shares(1)
- ----------- --------------- --------------- ------------------

Carso Global Telecom............. 2,500.0 65.7% 60.4%
SBCI............................. 1,059.9 27.8 25.6
Other Mexican investors.......... 246.9 6.5 6.0
------- ----- ----
Total.......................... 3,806.8 100.0% 92.0%
======= ===== ====

______________
(1) AA Shares and A Shares.

Carso Global Telecom holds interests in the telecommunications sector and
was spun off from Grupo Carso, S.A. de C.V. in 1996. According to reports of
beneficial ownership of our shares filed with the Securities and Exchange
Commission, Carso Global Telecom, Grupo Carso and Grupo Financiero Inbursa are
controlled by a trust for the benefit of Mr. Carlos Slim Helu and members of his
immediate family.

Carso Global Telecom and SBCI are parties to an agreement entered into in
December 2000 relating to their ownership of AA Shares. Among other things, the
agreement subjects certain transfers of AA Shares by either party to a right of
first offer in favor of the other party, although the right of first offer does
not apply to the conversion of AA Shares to L Shares, as permitted by our
bylaws, or the subsequent transfer of L Shares. The agreement also provides for
the composition of the Board of Directors and the Executive Committee and for
each party to enter into a Management Services Agreement with us. See
"Directors" and "Executive Committee" under Item 6 and "--Related Party
Transactions."

The following table identifies each owner of more than 5% of any class of
our shares as of May 31, 2001. Except as described below, we are not aware of
any holder of more than 5% of any class of our shares.

AA Shares(1) A Shares(2) L Shares(3)
-------------- -------------- --------------
Percent
Shareholder Shares Percent Shares Percent Shares Percent of
- ---------- Owned of Owned of Owned of Voting
(millions) Class (millions) Class (millions) Class Shares(4)
---------- ----- ---------- ----- ---------- ----- ---------

Carso Global Telecom(5)........... 2,500.0 65.7% 48.1 14.6% 1,626.7 17.1% 61.6%
SBCI.............................. 1,059.9 27.8 -- -- -- -- 25.6
Capital Group International,
Inc.(6).......................... -- -- 22.8 6.9 -- -- 0.6
Franklin Resources, Inc.(6)....... -- -- -- -- 627.0 6.6 --
Janus Capital Corporation(7)...... -- -- -- -- 57.2 0.6 --

(1) As of May 31, 2001, there were approximately 3,806.8 million AA Shares
outstanding, representing 92.0% of the total full voting shares (AA Shares
and A Shares).
(2) As of May 31, 2001, there were approximately 329.3 million A Shares
outstanding, representing 8.0% of the total full voting shares (AA Shares
and A Shares).
(3) As of May 31, 2001, there were approximately 9,505.5 million L Shares
outstanding.
(4) AA Shares and A Shares.
(5) As of May 31, 2001, Carlos Slim Helu and members of his immediate family may
be deemed to have beneficial ownership of 2,500.0 million AA Shares, 48.1
million A Shares and 1,632.7 million L Shares (including shares owned by
Carso Global Telecom and Grupo Carso, S. A. de C.V. and L Shares held in the
form of L Share ADSs).
(6) Derived from reports of beneficial ownership of Telmex shares filed with
the Securities and Exchange Commission, adjusted to reflect the two-for-one
stock split of Telmex A Shares and L Shares effective February 1, 2000.
(7) Derived from a report of beneficial ownership of our shares filed with
Securities and Exchange Commission on June 11, 2001.

None of our other directors, alternate directors or executive officers is
the beneficial owner of more than 1% of any class of our capital stock.

As of May 31, 2001, 83.9% of the outstanding L Shares were represented by
America Movil L Share ADSs, each representing the right to receive 20 America
Movil L Shares, and 99.1% of the America Movil L Share ADSs were held by 17,495
holders (including The Depositary Trust Company) with registered addressees in
the United States. 28.0% of the A Shares were held in the form of America Movil
A Share ADSs, each representing the right to receive 20 America Movil A Shares.
Each A Share may be exchanged at the option of the holder for one L Share.

We may repurchase our shares on the Mexican Stock Exchange from time to
time up to a specified maximum aggregate value authorized by the holders of AA
Shares and A Shares and our Board of Directors. In March 2001, we were
authorized by our shareholders to repurchase shares with an aggregate value of
up to Ps.5,000 million. As of May 31, 2001, we had repurchased 347.6 million L
Shares and 0.8 million A Shares, with an aggregate value of approximately
Ps.2,833.8 million.

RELATED PARTY TRANSACTIONS

Transactions with Telmex

We have or will have a variety of contractual relationships with Telmex and
its subsidiaries. These include agreements arising out of the spin-off, certain
transitional arrangements and continuing commercial relationships.

Implementation of the Spin-off

The creation of America Movil and the transfer of assets and liabilities to
us was effected by the action of the extraordinary shareholders' meeting of
Telmex held on September 25, 2000. Neither we nor Telmex has made any promises
to the other regarding the value of any of the assets we received in the spin-
off. Under the shareholder resolutions adopted at the meeting, we are obligated
to indemnify Telmex against any liability, expense, cost or contribution
asserted against Telmex that arises out of the assets owned directly or
indirectly by Sercotel, S.A. de C.V., the subsidiary whose shares were
transferred to us in the spin-off.

We have entered into an agreement with Telmex to ensure that the purposes
of the spin-off are fully achieved. Among other things, this agreement provides
in general terms as follows:

. We agree to indemnify Telmex against any loss or expense resulting from
the assertion against Telmex of any liabilities or claims that were
transferred to us in the spin-off or that relate to the businesses
transferred to us in the spin-off.

. Telmex agrees to indemnify us against any loss or expense resulting from
the assertion against us of any liabilities or claims that were retained
by Telmex in the spin-off or that relate to the businesses retained by
Telmex in the spin-off.

. The parties agree to cooperate in obtaining consents or approvals,
giving notices or making filings, as may be required as a result of the
spin-off or in order to achieve the purposes of the spin-off.

. Each party agrees to provide the other with information required to
prepare financial statements, tax returns, regulatory filings or
submissions and for other specified purposes.

. Each party agrees to maintain the confidentiality of any information
concerning the other that it obtained prior to the spin-off or that it
obtains in connection with the implementation of the spin-off.

. Each party agrees that it will not take any action that could reasonably
be expected to prevent the spin-off from qualifying as tax-free under
Mexican or U.S. federal tax laws.

. Each party releases the other from certain claims arising prior to the
spin-off. Telmex makes no representations concerning the assets
transferred directly or indirectly in the spin-off.

. With respect to undertakings Telmex has given for the benefit of
creditors of subsidiaries and affiliates that were transferred to us, we
and Telmex agree to use our best efforts to replace each of these
undertakings with undertakings of America Movil or our subsidiaries.

With respect to Telmex's guarantee of the loan facility granted to ATL by
the Brazilian development bank Banco de Desenvolvimento Economico e Social--
BNDES, we have entered into an agreement with Telmex under which:

. we will reimburse and indemnify Telmex against any claim of creditors of
ATL, up to Telmex's U.S.$100 million maximum obligation,

. we will pay Telmex a guarantee fee of 0.25% per annum, and

. we and Telmex agree to transfer these obligations to us as soon as
reasonably practicable.

See "Liquidity and Capital Resources" under Item 5.

Transitional Services

We and Telmex have entered into an agreement under which Telmex will
provide certain services to America Movil on an interim basis while we develop
the personnel and systems necessary to provide these services itself. The
services will generally be provided at a fixed periodic price based on the
estimated cost of providing the services plus a percentage. They include legal,
financial, administrative, accounting and investor relations services. We expect
to be dependent on Telmex for these services through January 2002.

Continuing Commercial Relationships

Because Telmex and Telcel provide telecommunications services in the same
geographical markets, they have extensive operational relationships. These
include interconnection between their respective networks; use of facilities,
particularly for the co-location of equipment on premises owned by Telmex; use
by Telcel of Telmex's private circuits; and use by each of the services provided
by the other. These operational relationships are subject to a variety of
different agreements, which, for the most part, were in place prior to the spin-
off and will continue in effect without being significantly modified as a result
of the spin-off. Many of them are also subject to specific regulations governing
all telecommunications operators. The terms of these agreements are similar to
those on which each company does business with other, unaffiliated parties.

Telmex distributes Telcel handsets and prepaid cards on commercial terms
similar to those given to other cellular distributors. See "Business of Telcel-
- -Sales and Distribution" under Item 4.

Transactions with Other Affiliates

We own 49% of the shares of CompUSA, and the other 51% is owned by Grupo
Sanborns, S.A. de C.V., which is under common control with our controlling
shareholder Carso Global Telecom.

Telcel purchases materials or services from a variety of companies that are
under common control with our controlling shareholder Carso Global Telecom.
These include insurance and banking services provided by Grupo Financiero
Inbursa and its subsidiaries. Telcel purchases these materials and services on
terms no less favorable than it could obtain from unaffiliated parties, and
would have access to other sources if our affiliates ceased to provide them on
competitive terms.

Item 8. Financial Information

See "Item 18--Financial Statements" and pages F-1 through F-[55].

DIVIDENDS

The declaration, amount and payment of dividends by America Movil is
determined by majority vote of the holders of AA Shares and A Shares, generally
on the recommendation of the Board of Directors, and depends on our results of
operations, financial condition, cash requirements, future prospects and other
factors deemed relevant by the holders of AA Shares and A Shares. In an ordinary
shareholders meeting held on April 27, 2001, our shareholders resolved to pay a
dividend of Ps.0.04 per share, payable in four installments of Ps.0.01 per
share, for each AA, A and L Share outstanding on the payment dates of June 28,
2001, September 27, 2001, December 27, 2001 and March 28, 2002.

We cannot assure you that we will pay dividends in the future on a
continuous and regular basis. Our bylaws provide that holders of AA Shares, A
Shares and L Shares participate on a per-share basis in dividend payments and
other distributions, subject to certain preferential dividend rights of holders
of L Shares. See "Bylaws--Dividend Rights" and "Bylaws--Preferential Rights of L
Shares" under Item 10.

LEGAL PROCEEDINGS

Telcel

In December 1995, Telcel's cellular competitor Grupo Iusacell, S.A. de
C.V. commenced proceedings against Telmex and Telcel before the Mexican
Competition Commission, claiming that Telmex engaged in anti-competitive
practices such as cross-subsidization, predatory pricing and discrimination in
access for the benefit of Telcel. In the petition, Iusacell requested that the
Competition Commission impose sanctions against Telmex, including fines, an
order requiring Telmex to sell Telcel and an order nullifying certain provisions
in the interconnection agreement between Iusacell and Telmex. In January 2001,
Telmex and Telcel reached an agreement with Iusacell, which, among others,
confirmed the parties' acceptance of interconnection rates imposed by Cofetel
for long distance calls and provided for the payment of outstanding unpaid fees
by each party. As a result, the parties agreed to withdraw their outstanding
legal proceedings.

Telgua

The Guatemalan government has commenced certain proceedings against our
subsidiary Telgua. See "Subsidiaries--Telgua" under Item 4. In June 2000, the
executive branch of the Guatemalan government issued declarations concerning
Empresa Guatemalteca de Telecomunicaciones (Guatel), a Guatemalan state agency
that conducted the privatization of Telgua. The declarations state that certain
actions of Guatel relating to the privatization of Telgua were contrary to the
interests of the Guatemalan state. In September 2000, the Guatemalan government
commenced judicial proceedings against Guatel, Telgua and certain other parties
involved in the privatization alleging improprieties in connection with the
privatization and seeking reversal of the privatization. Telgua was formally
notified of these proceedings on October 6, 2000. We are contesting the
proceedings and expect that we will have an opportunity to be heard. Although we
do not currently expect that the judicial proceeding will ultimately have
consequences that are materially adverse to our interests, we are unable to
predict the outcome of the proceedings. If the government ultimately prevails
and pursues the most aggressive remedies, we may be required to transfer our
interest in Telgua to Guatel or another agency of the Guatemalan government.

CompUSA

In January 2000, COC Services Ltd. filed a lawsuit against our
affiliate CompUSA in the District Court of Dallas County, Texas asserting
various contractual and tort claims against CompUSA arising out of a letter of
intent concerning franchise retail stores in Mexico. See "Other Investments--
CompUSA"

under Item 4. The lawsuit also asserted claims against other defendants,
including Grupo Carso, Sanborns and Carlos Slim Helu. COC Services sought actual
damages of U.S.$150 million from CompUSA for breach of contract, tortious
interference with contract and prospective contract and conspiracy claims,
U.S.$2 million in damages for a fraud claim, and U.S.$300 million in exemplary
damages. COC Services also sought to recover interest, attorneys' fees and court
costs.

The lawsuit was transferred to the 116th District Court in Dallas
County, Texas where it was tried to a jury in January and February 2001. In
February 2001, the jury returned a verdict finding all defendants liable on
various claims and awarding compensatory and punitive damages against each
defendant. The actual damages awarded were U.S.$90 million, for which each
defendant was responsible to some degree. The jury awarded COC Services punitive
damages against the defendants as follows: U.S.$175.5 million against James
Halpin, the former president and chief executive officer of CompUSA, U.S.$94.5
million against CompUSA, $67.5 million against Mr. Slim, U.S.$13.5 million
against Grupo Carso and U.S.$13.5 million against Sanborns. Based on these jury
findings, the parties submitted briefing to the court concerning a variety of
legal issues affecting the final judgment.

On May 18, 2001, a judgment was entered against Grupo Carso, Sanborns
and Mr. Slim in the amount of U.S.$121.5 million in compensatory and punitive
damages. No damages were awarded against CompUSA or Mr. Halpin in this judgment.
Grupo Carso, Sanborns and Mr. Slim have also filed a motion seeking a new trial,
which is still pending before the court. COC Services has filed a notice of its
intent to appeal the final judgment. Although it is not possible to assess the
outcome of any ultimate appeals, COC Services and defendants Grupo Carso,
Sanborns and Mr. Slim are expected to appeal the judgment to the Texas appellate
courts.

Item 9. The Offer and Listing

DESCRIPTION OF SECURITIES

Our capital stock comprises Series AA Shares, without par value,
Series A Shares, without par value, and Series L Shares, without par value. All
of the outstanding shares are fully paid and non-assessable.

As of May 31, 2001, our capital structure was as follows:

Number of Percentage
Shares Percentage of of
Class (millions) Capital Voting(1)
--------- ---------- ------------- ----------

L Shares (no par value)(2)................... 9,505.5 69.7 --
AA Shares (no par value)..................... 3,806.8 27.9 92.0
A Shares (no par value)(3)................... 329.3 2.4 8.0
-------- ----- -----
Total...................................... 13,641.6 100.0% 100.0%
======== ===== =====

___________________
(1) Except on limited matters for which L Shares have voting
rights.
(2) Excluding approximately 347.6 million L Shares we held in
treasury as of May 31, 2001.
(3) Excluding approximately 0.8 million A Shares we held in
treasury as of May 31 2001.

AA Shares and A Shares have full voting rights. Holders of L Shares
may vote only in limited circumstances. Holders of L Shares are entitled to
receive a cumulative preferred annual dividend of 0.00125 pesos per share before
any dividends are payable in respect of any other class of America Movil capital
stock. The rights of holders of all series of capital stock are otherwise
identical except for limitations on non-Mexican ownership of AA Shares. The AA
Shares, which must always represent at least 51% of the combined AA Shares and A
Shares, may be owned only by holders that qualify as Mexican investors as
defined in the Foreign Investment Law and our bylaws. See "Bylaws" under Item
10.

Each AA Share or A Share may be exchanged at the option of the holder
for one L Share, provided that the AA Shares may never represent less than 20%
of our outstanding capital stock or less than 51% of our combined AA Shares and
A Shares.

Morgan Guaranty Trust Company of New York, as depositary, has issued L
Share ADSs, each representing 20 L Shares, and A Share ADSs, each representing
20 A Shares.

TRADING MARKETS

Our shares and ADSs have been listed or quoted on the following
markets since February 7, 2001, but there can be no assurances as to the
continuity of trading of our shares or ADSs on any market.

L Shares..................... Mexican Stock Exchange--
Mexico City Mercado de
Valores Latinoamericanos en
Euros (LATIBEX)--Madrid,
Spain

L Share ADSs................. New York Stock Exchange--New
York Frankfurt Stock
Exchange--Frankfurt

A Shares..................... Mexican Stock Exchange--
Mexico City

A Share ADSs................. NASDAQ National Market
System--New York

The following table sets forth, for the periods indicated, the reported
high and low sales prices for the L Shares on the Mexican Stock Exchange and the
reported high and low sales prices for the L Share ADSs on the New York Stock
Exchange. Prices have not been restated in constant currency units.

Mexican Stock Exchange New York Stock Exchange
---------------------- -----------------------
High Low High Low
---- --- ---- ---
(pesos per L Share) (U.S. dollars per L Share ADS)

Quarterly highs and lows
2001:
First quarter (starting February 7)...... Ps. 11.32 Ps. 6.61 U.S.$23.29 U.S.$13.93
Second quarter (through June 27)......... 10.44 6.76 23.00 14.20

Monthly highs and lows
2001:
February (starting February 7)........... Ps. 11.32 Ps. 8.58 U.S.$23.29 U.S.$17.70
March.................................... 8.92 6.61 18.60 13.93
April.................................... 8.55 6.76 18.50 14.20
May...................................... 10.44 8.60 23.00 17.95
June (through June 27)................... 10.25 9.98 22.47 22.00

The table below sets forth, for the periods indicated, the reported high
and low sales prices for the A Shares on the Mexican Stock Exchange and the high
and low bid prices for A Share ADSs published by NASDAQ. Bid prices published by
NASDAQ for the A Share ADSs are inter-dealer quotations and may not reflect
actual transactions. Prices have not been restated in constant currency units.

Mexican Stock Exchange NASDAQ
---------------------- ------
High Low High Low
---- --- ---- ---
(pesos per A Share) (U.S. dollars per A Share ADS)

Quarterly highs and lows
2001:
First quarter (starting February 7)...... Ps. 11.28 Ps. 6.62 U.S.$23.63 U.S.$13.88
Second quarter (through June 27)......... 10.32 6.75 22.71 14.06

Monthly highs and lows
2001:
February (starting February 7)........... Ps. 11.28 Ps. 8.50 U.S.$23.63 U.S.$17.50
March.................................... 8.80 6.62 18.00 13.88
April.................................... 8.40 6.75 18.35 14.06
May...................................... 10.32 8.70 22.71 17.20
June (through June 27)................... 10.20 10.10 22.43 21.70

TRADING ON THE MEXICAN STOCK EXCHANGE

The Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A. de C. V.),
located in Mexico City, is the only stock exchange in Mexico. Founded in 1907,
it is organized as a corporation whose shares are held by 30 brokerage firms,
which are exclusively authorized to trade on the Exchange. Trading on the
Mexican Stock Exchange takes place principally on the Exchange through automated
systems, which is open between the hours of 8:30 a.m. and 3:00 p.m. Mexico City
time, each business day. The Mexican Stock Exchange operates a system of
automatic suspension of trading in shares of a particular issuer as a means of
controlling excessive price volatility, but under current regulations this
system does not apply to securities such as the A Shares or the L Shares that
are directly or indirectly (for example, through ADSs) quoted on a stock
exchange (including for these purposes NASDAQ) outside Mexico.

Settlement is effected two business days after a share transaction on the
Mexican Stock Exchange. Deferred settlement, even by mutual agreement, is not
permitted without the approval of the Mexican National Securities Commission
(CNBV). Most securities traded on the Mexican Stock Exchange, including those of
America Movil, are on deposit with Institucion para el Deposito de Valores, S.A.
de C.V. (Indeval), a privately owned securities depositary that acts as a
clearinghouse for Mexican Stock Exchange transactions.

Item 10. Additional Information

BYLAWS

Reference is made to the description of our bylaws under Item 10 of our
registration statements on Form 20-F/A filed with the Securities and Exchange
Commission on February 5, 2001. Certain provisions of our bylaws, mainly
relating to the powers and duties of the Executive Committee, were amended at
our extraordinary shareholders meeting held on April 27, 2001. See "Executive
Committee" under Item 6.

Certain amendments to our bylaws are required to comply with the amendments
to the Securities Market Law and the National Banking and Securities Commission
Law published on June 1, 2001 in the Diario Oficial (Official Gazette), which
are designed, among other things, to protect the rights of minority
shareholders.

CERTAIN CONTRACTS

Telcel has entered into concession agreements with the Mexican
Communications Ministry with respect to its Band B and Band D licenses in each
of the nine regions in Mexico. See "Business of Telcel--Regulation" under Item
4. A number of our subsidiaries and affiliates have also entered into
telecommunications concession agreements with regulatory authorities in the
countries in which they operate. See "Subsidiaries," "Telecom Americas" and
"Other Investments" under Item 4.

We have entered into a joint venture agreement with BCI and SBCI with
respect to Telecom Americas. See "Telecom Americas" under Item 4.

Our agreements with related parties are described in "Related Party
Transactions" under Item 7.

EXCHANGE CONTROLS

Mexico has had a free market for foreign exchange since 1991, and the
government has allowed the peso to float freely against the U.S. dollar since
December 1994. There can be no assurance that the government will maintain its
current foreign exchange policies. See "Exchange Rate Information" under Item
3.

TAXATION

The following summary contains a description of certain Mexican federal and
U.S. federal income tax consequences of the acquisition, ownership and
disposition of L Shares, A Shares, L Share ADSs or A Share ADSs, but it does not
purport to be a comprehensive description of all of the tax considerations that
may be relevant to a decision to purchase or hold shares or ADSs.

The Convention for the Avoidance of Double Taxation and a Protocol thereto
(the "Tax Treaty") between the United States and Mexico entered into force on
January 1, 1994. The United States and Mexico have also entered into an
agreement concerning the exchange of information with respect to tax matters.

The summary is based upon tax laws of Mexico and the United States as in
effect on the date of this annual report including the Tax Treaty, which are
subject to change, including changes that may have retroactive effect. Holders
of shares or ADSs should consult their own tax advisers as to the Mexican, U.S.
or other tax consequences of the purchase, ownership and disposition of shares
or ADSs, including, in particular, the effect of any foreign, state or local tax
laws.

Mexican Tax Considerations

The following is a general summary of the principal consequences under the
Mexican Income Tax Law (Ley del Impuesto sobre la Renta) and rules and
regulations thereunder, as currently in effect, of an investment in Shares or
ADSs by a holder that is not a resident of Mexico and that will not hold shares
or ADSs or a beneficial interest therein in connection with the conduct of a
trade or business through a permanent establishment or fixed base in Mexico.

For purposes of Mexican taxation, a natural person is a resident of Mexico
for tax purposes if he has established his home in Mexico, unless he has resided
in another country for more than 183 days, whether consecutive or not, in any
one calendar year and can demonstrate that he has become a resident of that
country for tax purposes, and a legal entity is a resident of Mexico if it was
incorporated in Mexico or maintains the principal administration of its business
or the effective location of its management in Mexico. A Mexican citizen is
presumed to be a resident of Mexico unless such person can demonstrate the
contrary. If a non-resident of Mexico is deemed to have a permanent
establishment or fixed base in Mexico for tax purposes, all income attributable
to such permanent establishment or fixed base will be subject to Mexican taxes,
in accordance with applicable laws.

Tax Treaties

Provisions of the Tax Treaty that may affect the taxation of certain U.S.
holders are summarized below. The United States and Mexico have also entered
into an agreement that covers the exchange of information with respect to tax
matters.

Mexico has also entered into and is negotiating several other tax treaties
that may reduce the amount of Mexican withholding tax to which payment of
dividends on shares or ADSs may be subject. Holders of shares or ADSs should
consult their own tax advisors as to the tax consequences, if any, of such
treaties.

Under the Mexican Income Tax Law, in order for any benefits from the Tax
Treaty or any other tax treaties to be applicable, residence for tax purposes
must be demonstrated.

Payment of Dividends

Under the Mexican Income Tax Law, dividends, either in cash or in kind,
paid with respect to Shares represented by ADSs will be subject to 5% Mexican
withholding tax based on the amount of the distributed dividend, multiplied by a
factor of 1.5385, which produces a net tax effect of approximately 7.7%. In
accordance with rules issued by the Ministry of Finance and Public Credit, the
applicable factor is 1.515 for profits resulting from the previous net tax
profit account (cuenta de utilidad fiscal neta or CUFIN) at December 31, 1999. A
Mexican corporation will not be subject to any tax if the amount maintained in
its previous net reinvested tax profit account (cuenta de utilidad fiscal neta
reinvertida or CUFINRE, required for corporations that have elected to defer a
portion of their income taxes) and CUFIN exceeds the dividend payment to be
made. However, corporations that have elected to defer their income taxes are
required to pay such deferred taxes by applying the rate of 5% to the amount of
the dividend multiplied by a factor of 1.5385. Mexican corporations must first
exhaust the balance in their CUFINRE before they can utilize CUFIN balances.

If we pay a dividend in an amount greater than our CUFINRE and CUFIN
balance (which may occur in a year when net profits exceed the balance in such
accounts), then we are required to pay a 35% income tax on an amount equal to
the product of the portion of the grossed-up amount which exceeds such balance
times 1.5385. A portion of Telmex's CUFINRE and CUFIN balance was allocated to
America Movil in the spin-off.

Taxation of Dispositions

The sale or other disposition of ADSs by a non-resident holder will not be
subject to Mexican tax. Deposits of shares in exchange for ADSs and withdrawals
of shares in exchange for ADSs will not give rise to Mexican tax or transfer
duties.

The sale of shares by a non-resident holder will not be subject to any
Mexican tax if the transaction is carried out through the Mexican Stock Exchange
or other securities markets approved by the Mexican Ministry of Finance. Sales
or other dispositions of shares made in other circumstances generally would be
subject to Mexican tax, regardless of the nationality or residence of the
transferor.

Under the Mexican Income Tax Law, gains realized by a nonresident holder of
shares on the sale or disposition of shares not conducted through a recognized
stock exchange generally are subject to a Mexican tax at a rate of 20% of the
gross sale price. However, if the holder is a resident of a country which is
not considered to be a low tax rate country (by reference to a list of low rate
countries published by the Mexican Ministry of Finance and Public Credit), the
holder may elect to designate a resident of Mexico as its representative, in
which case taxes would be payable at a 40% rate on the gain on such disposition
of shares.

Pursuant to the Tax Treaty, gains realized by qualifying U.S. holders from
the sale or other disposition of shares, even if the sale is not conducted
through a recognized stock exchange, will not be subject to Mexican income tax
except that Mexican taxes may apply if:

. 50% or more of the assets of America Movil consist of fixed assets
situated in Mexico,

. such U.S. holder owned 25% or more of the shares representing our
capital stock (including ADSs), directly or indirectly, during the 12-
month period preceding such disposition, or

. the gain is attributable to a permanent establishment or fixed base of
the U.S. holder in Mexico.

Other Mexican Taxes

A non-resident holder will not be liable for estate, inheritance or similar
taxes with respect to its holdings of shares or ADSs; provided, however, that
gratuitous transfers of shares may in certain

circumstances result in imposition of a Mexican tax upon the recipient. There
are no Mexican stamp, issue registration or similar taxes payable by a non-
resident holder with respect to shares or ADSs.

U.S. Federal Income Tax Considerations

The following is a summary of certain U.S. federal income tax consequences
to U.S. holders (as defined below) of the acquisition, ownership and disposition
of shares or ADSs. The summary does not purport to be a comprehensive
description of all of the tax consequences of the acquisition, ownership or
disposition of shares or ADSs. The summary applies only to U.S. holders that
will hold their Shares or ADSs as capital assets and does not apply to special
classes of U.S. holders such as dealers in securities or currencies, holders
with a functional currency other than the U.S. dollar, holders of 10% or more of
our voting shares (whether held directly or through ADSs or both), tax-exempt
organizations, financial institutions, holders liable for the alternative
minimum tax, securities traders electing to account for their investment in
their shares or ADSs on a mark-to-market basis, and persons holding their shares
or ADSs in a hedging transaction or as part of a straddle or conversion
transaction.

For purposes of this discussion, a "U.S. holder" is a holder of shares or
ADSs that is:

. a citizen or resident of the United States of America,

. a corporation organized under the laws of the United States of America
or any state thereof, or

. otherwise subject to U.S. federal income taxation on a net income basis
with respect to the shares or ADSs.

Each U.S. holder should consult such holder's own tax advisor concerning
the overall tax consequences to it of the ownership or disposition of shares or
ADSs that may arise under foreign, state and local laws.

Treatment of ADSs

In general, a U.S. holder of ADSs will be treated as the owner of the
shares represented by those ADSs for U.S. federal income tax purposes. Deposits
or withdrawals of shares by U.S. holders in exchange for ADSs will not result in
the realization of gain or loss for U.S. federal income tax purposes. U.S.
holders that withdraw any shares should consult their own tax advisors regarding
the treatment of any foreign currency gain or loss on any pesos received in
respect of such shares.

Taxation of Distributions

In this discussion, we use the term "dividends" to mean distributions
(including any amounts withheld in respect of Mexican withholding tax) paid out
of our current or accumulated earnings and profits (including earnings and
profits that accrued to Telmex and were attributed to us in connection with the
spin-off) with respect to Shares or ADSs. In general, the gross amount of any
dividends will be includible in the gross income of a U.S. holder as ordinary
income on the day on which the dividends are received by the U.S. holder in the
case of shares or by the depositary in the case of ADSs. Dividends will be paid
in pesos and will be includible in the income of a U.S. holder in a U.S. dollar
amount calculated by reference to the exchange rate in effect on the day that
they are received by the U.S. holder in the case of shares or by the depositary
in the case of ADSs. U.S. holders should consult their own tax advisors
regarding the treatment of foreign currency gain or loss, if any, on any pesos
received by a U.S. holder or depositary that are converted into U.S. dollars on
a date subsequent to receipt. Dividends paid by us will not be eligible for the
dividends-received deduction allowed to corporations under the U.S. Internal
Revenue Code of 1986, as amended (the "Code").

Distributions of additional shares or ADSs to U.S. holders with respect to
their shares or ADSs that are made as part of a pro rata distribution to all of
our shareholders generally will not be subject to U.S. federal income tax.

Dividends paid on shares or ADSs generally will be treated for U.S. foreign
tax credit purposes as foreign source passive income, or, in the case of certain
U.S. holders, as foreign source financial services income. The Mexican
withholding tax that is imposed on such dividends will be treated as a foreign
income tax eligible, subject to generally applicable limitations and conditions
under U.S. federal income tax law, for credit against a U.S. holder's U.S.
federal income tax liability or, at the U.S. holder's election, for deduction
from gross income in computing the U.S. holder's taxable income.

The calculation and availability of foreign tax credits and, in the case of
a U.S. holder that elects to deduct foreign taxes, the availability of
deductions, involves the application of rules that depend on a U.S. holder's
particular circumstances. U.S. holders should consult their own tax advisors
regarding the availability of foreign tax credits.

Under certain U.S. Treasury Department guidance, foreign tax credits will
not be allowed for withholding taxes imposed in respect of certain short-term or
hedged positions in securities or in respect of arrangements in which a U.S.
holder's expected economic profit, after non-U.S. taxes, is insubstantial. U.S.
holders should consult their own advisors concerning the implications of these
rules in light of their particular circumstances.

Taxation of Dispositions

A U.S. holder will recognize gain or loss on the sale or other disposition
of the shares or ADSs in an amount equal to the difference between the U.S.
holder's basis in such shares or ADSs (in U.S. dollars) and the amount realized
on the disposition (in U.S. dollars, determined at the spot rate on the date of
disposition if the amount realized is denominated in a foreign currency). Gain
or loss realized by a U.S. holder on such sale or other disposition generally
will be long-term capital gain or loss if, at the time of disposition, the
shares or ADSs have been held for more than one year. Long-term capital gain
realized by a U.S. holder that is an individual generally is subject to a
maximum federal income tax rate of 20%. Such gain or loss generally will be
treated as U.S. source gain or loss for U.S. foreign tax credit purposes.

Exchange of Shares

A U.S. holder's exchange of AA Shares or A Shares for L Shares will not
constitute a taxable event for U.S. federal income tax purposes. An exchanging
U.S. holder will have a tax basis in the L Shares equal to the basis such holder
had in the exchanged AA Shares or A Shares. An exchanging U.S. holder's holding
period for the L Shares will include the holding period such U.S. holder had in
the AA Shares or A Shares before such shares were exchanged.

A U.S. holder's exchange of L Shares for AA Shares, pursuant to the option
to exchange in respect of such L Shares, effective beginning January 1, 2001,
will not constitute a taxable event for U.S. federal income tax purposes. An
exchanging U.S. holder will have a tax basis in the AA Shares received equal to
the basis such holder had in the exchanged L Shares. A U.S. holder's holding
period for AA Shares received in such an exchange will include the holding
period such U.S. holder had in the L Shares prior to such exchange.

Information Reporting and Backup Withholding

Dividends on, and proceeds from the sale or other disposition of, the
shares or ADSs paid to a U.S. holder generally may be subject to the information
reporting requirements of the Code and may be subject to backup withholding at
the rate of 31% unless the holder:

. establishes that it is a corporation or other exempt holder, or

. provides an accurate taxpayer identification number on a properly
completed Internal Revenue Service Form W-9 and certifies that no loss
of exemption from backup withholding has occurred.

The amount of any backup withholding from a payment to a holder will be allowed
as a credit against the U.S. holder's U.S. federal income tax liability and may
entitle such holder to a refund, provided that certain required information is
furnished to the Service.

U.S. Tax Consequences for Non-U.S. holders

Distributions. A holder of shares or ADSs that is, with respect to the
United States, a foreign corporation or a non-resident alien individual (a "non-
U.S. holder") generally will not be subject to U.S. federal income or
withholding tax on dividends received on shares or ADSs, unless such income is
effectively connected with the conduct by the holder of a U.S. trade or
business.

Dispositions. A non-U.S. holder of shares or ADSs will not be subject to
U.S. federal income or withholding tax on gain realized on the sale of shares or
ADSs, unless

. such gain is effectively connected with the conduct by the holder of a
U.S. trade or business, or

. in the case of gain realized by an individual holder, the holder is
present in the United States for 183 days or more in the taxable year of
the sale and certain other conditions are met.

Information Reporting and Backup Withholding. Although non-U.S. holders
generally are exempt from backup withholding, a non-U.S. holder may be required
to comply with certification and identification procedures in order to establish
its exemption from information reporting and backup withholding.

DOCUMENTS ON DISPLAY

America Movil is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, is required to
file reports, including annual reports on Form 20-F, and other information with
the Securities and Exchange Commission. These materials, including this annual
report and the exhibits thereto, may be inspected and copied at the Commission's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for further information
on the public reference rooms. As a foreign private issuer, we are not required
to make filings with the Commission by electronic means, although we may do so.
Any filings we make electronically will be available to the public over the
Internet at the Commission's web site at http://www.sec.gov.

Item 11. Quantitative and Qualitative Disclosures about Market Risk

EXCHANGE RATE AND INTEREST RATE RISKS

We are exposed to market risk from changes in currency exchange rates and
interest rates. Interest rate risk exists principally with respect to our
financial assets and liabilities with short terms or that bear interest at
floating rates. At December 31, 2000, we had Ps.5.7 billion of indebtedness
bearing interest at floating rates.

Exchange rate risk exists principally with respect to our financial asset
and liabilities denominated in currencies other than Mexican pesos. As of
December 31, 2000, indebtedness denominated in foreign currencies was Ps.7.9
billion, substantially all of which Ps.7.9 billion was denominated in U.S.
dollars.

We will regularly assess our exposure and monitor opportunities to manage
these risks, for example through the use of financial instruments. We may from
time to time enter into hedging transactions with respect to indebtedness
denominated in foreign currencies other than the U.S. dollar. We expect to use
such transactions, which may be foreign exchange forward contracts or options,
to hedge against changes in the exchange rate between such foreign currencies
and the U.S. dollar, but not against changes in exchange rates between any
foreign currency and the Mexican peso.

SENSITIVITY ANALYSIS DISCLOSURES

At December 31, 2000, our assets denominated in U.S. dollars exceeded our
liabilities denominated in U.S. dollars. The potential loss in fair value of
financial instruments held at December 31, 2000 that would have resulted from a
hypothetical, instantaneous 10% appreciation of the peso against the U.S. dollar
would have been approximately Ps.582 million. Such a change in currency exchange
rates would also have resulted in additional interest expense of approximately
Ps.42 million per year, assuming no change in the principal amount of such
indebtedness, reflecting the increased costs in local currencies of servicing
foreign currency indebtedness. This sensitivity analysis assumes an
instantaneous unfavorable 10% fluctuation in exchange rates affecting the
foreign currencies in which our indebtedness is denominated.

The potential loss in fair market value of financial instruments held at
December 31, 2000 that would have resulted from a hypothetical, instantaneous
and unfavorable change of 100 basis points in the interest rate applicable to
such financial instruments would have been approximately Ps.28 million. This
effect would be fully attributable to the impact of the interest rate change on
fixed-rate financial assets and liabilities. A hypothetical, instantaneous and
unfavorable change of 100 basis points in the interest rate applicable to
floating-rate financial assets and liabilities held at December 31, 2000 would
have resulted in an additional interest expense of approximately Ps.942 million
per year, assuming no change in the principal amount of such indebtedness. The
above sensitivity analyses are based on the assumption of an unfavorable 100
basis point movement of the interest rates applicable to each homogeneous
category of financial assets and liabilities. A homogeneous category is defined
according to the currency in which financial assets and liabilities are
denominated and assumes the same interest rate movement with each homogeneous
category. As a result, interest rate risk sensitivity analysis may overstate the
impact of interest rate fluctuations for such financial instruments, as
consistently unfavorable movements of all interest rates are unlikely.

Item 18. Financial Statements

See pages F-1 through F-55, incorporated herein by reference.

Item 19. Exhibits

Documents filed as exhibits to this annual report:

1.1 Bylaws (estatutos sociales) of America Movil, S.A. de C.V. (together with an English
translation) (incorporated by reference to our registration statement on Form 20-F (File No.
1-16269) filed on December 8, 2000).

2.1 L Share Deposit Agreement (incorporated by reference to our registration statement on Form
F-6 filed on December 8, 2000).

2.2 A Share Deposit Agreement (incorporated by reference to our registration statement on Form
F-6 filed on December 8, 2000).

3.1 Shareholders Agreement dated December 20, 2000 between Carso Global Telecom, S.A. de
C.V. and SBC International, Inc. (incorporated by reference to the report of beneficial
ownership of our shares filed on Schedule 13D on May 16, 2001).

4.1 Shareholders Agreement dated November 16, 2000 and amended December 5, 2000 among Bell
Canada International Investments Limited, AM Latin America, LLC, SBC International--
Brazil Holding, Ltd. and Telecom Americas Ltd. (incorporated by reference to our registration
statement on Form 20-F (File No. 1-16269) filed on December 8, 2000).*

4.2 Post-spin-off Master Agreement dated January 18, 2001 between Telefonos de Mexico, S.A. de
C.V. and America Movil, S.A. de C.V. (together with an English translation) (incorporated by
reference to our registration statement on Form 20-F (File No. 1-16269)) filed on February 5,
2001.

8.1 Significant subsidiaries (incorporated by reference to our registration statement on Form 20-F
(File No. 1-16269) filed on December 8, 2000).

______________
* Portions of this agreement were omitted from our registration statement
on Form 20-F (File No. 1-16269) pursuant to confidential treatment
request filed on December 8, 2000 and granted on February 5, 2001.

Omitted from the exhibits filed with this annual report are certain
promissory notes and other instruments and agreements with respect to long-term
debt of America Movil, none of which authorizes securities in a total amount
that exceeds 10% of the total assets of America Movil. We hereby agree to
furnish to the Securities and Exchange Commission copies of any such omitted
promissory notes or other instruments or agreements as the Commission requests.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized the undersigned
to sign this annual report on its behalf.

America Movil, S.A. de C.V.

By: /s/ Daniel Hajj Aboumrad
---------------------------------
Name: Daniel Hajj Aboumrad
Title: Chief Executive Officer

Date: July 2, 2001

REPORT OF INDEPENDENT AUDITORS

To the Stockholders of
America Movil, S.A. de C.V.

We have audited the accompanying consolidated balance sheets of America Movil,
S.A. de C.V. and subsidiaries as of December 31, 1999 and 2000, and the related
consolidated statements of income, changes in stockholders' equity and changes
in financial position for each of the three years in the period ended December
31, 2000. 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 did not audit the financial statements of
certain of the subsidiaries at December 31, 2000, which statements reflect
approximately 9% and 10% of total operating revenues and total assets,
respectively, of the related consolidated totals at such date. Also, we did not
audit the financial statements of Telecom Americas, Ltd., (a corporation in
which the Company has an 44.3% interest), investment that is stated at Ps.
4,780,758, at December 31, 2000, and the Company's equity in the net income of
Telecom Americas, Ltd. is stated at Ps. (311,010) for the year then ended. Those
statements were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to data included for such
subsidiaries, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and 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. 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 and the reports of other auditors provide a reasonable basis for our
opinion.

In our opinion, based on our audits and, for 2000, the reports of the other
auditors, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of America Movil, S.A. de
C.V. and subsidiaries at December 31, 1999 and 2000, and the consolidated
results of their operations and changes in their financial position for each of
the three years in the period ended December 31, 2000, in conformity with
accounting principles generally accepted in Mexico, which differ in certain
respects from those followed in the United States of America (see Note 19).

F-1

As described in Note 2 to the accompanying consolidated financial statements,
effective January 1, 2000, the Company adopted the requirements of the new
Mexican Accounting Bulletin D-4, Accounting for Income Tax, Asset Tax and
Employee Profit Sharing, issued by the Mexican Institute of Public Accountants
(see Note 16).

Mancera, S.C.
Member of
Ernst & Young International

/s/ Francisco Alvarez Del Campo

C.P.C. Francisco Alvarez Del Campo

Mexico City, Mexico
April 6, 2001

F-2

Auditors' Report

To the Board of Directors and Shareholders of
Telecom Americas Ltd.

We have audited the accompanying consolidated balance sheet of Telecom Americas
Ltd. as of December 31, 2000 and the related consolidated statements of
operations, comprehensive loss, stockholders' equity and cash flows for the 186
day period then ended. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on the
financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit also 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 audit provides a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the consolidated financial position of the Corporation as at
December 31, 2000 and the consolidated results of its operation and its cash
flows for the 186 day period then ended in conformity with accounting principles
generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Chartered Accountants
Montreal, Canada

January 25, 2001, except as to Note 19
which is as of March 13, 2001

F-3

Independent Auditors' Report
----------------------------

To the Board of Directors
Consorcio Ecuatoriano de Telecomunicaciones S.A. CONECEL
(A Wireless Ecuador, LLC Subsidiary),
Guayaquil, Ecuador

We have audited the accompanying balance sheet of Consorcio Ecuatoriano de
Telecomunicaciones S.A. CONECEL (A Wireless Ecuador, LLC Subsidiary), as of
December 31, 2000 and the related statements of operations, stockholders' equity
and of cash flows for the year then ended. 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 audit.

We conducted our audit in accordance with United States of America generally
accepted auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Consorcio Ecuatoriano de
Telecomunicaciones S.A. CONECEL (A Wireless Ecuador, LLC Subsidiary), as of
December 31, 2000 and the results of its operations and its cash flows for the
year then ended, in conformity with the United States of America generally
accepted accounting principles.

/s/ BDO Stern

January 31, 2001

F-4

Report of the Independent Accountants

To the Board of Directors of
America Central Tel, S.A.
and Subsidiary

We have audited the accompanying consolidated balance sheet of America Central
Tel, S.A. and Subsidiary, as of December 31, 2000, and the related consolidated
statements of income, changes in stockholders' equity and cash flow for the
year ended December 31, 2000. These consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in
Guatemala and are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
out audit.

We conducted our audit in accordance with generally accepted auditing standards
in Guatemala, which are substantially the same as those followed in the United
States. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. 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 audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of America
Central Tel, S.A., and Subsidiary as of December 31, 2000, and the consolidated
results of their operations, changes in stockholders' equity and cash flow for
the year ended December 31, 2000, in conformity with accounting principles
generally accepted in Guatemala.

Generally accepted accounting principles in Guatemala vary in certain
significant respects from accounting principles generally accepted in the United
States. The application of accounting principles generally accepted in the
United States would have affected the determination of consolidated net loss for
the year ended December 31, 2000 and the determination of consolidated
stockholders' equity as of December 31, 2000 to the extent summarized in Note 15
to the consolidated financial statements.

/s/ PriceWaterhouseCoopers

April 23, 2001

F-5

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Thousands of Constant Pesos as of December 31, 2000, except for
earnings per share)

Year ended December 31,
-------------------------------------------------------------------
Millions of
U.S. dollars
1998 1999 2000 2000
-------------------------------------------------------------------

Operating revenues:
Services:
Usage charges Ps. 3,662,962 Ps. 7,416,408 Ps. 16,626,337 $ 1,732
Monthly rent 2,869,018 3,738,742 4,316,453 450
Long-distance 821,150 1,369,693 2,799,044 292
Other services 61,600 484,622 818,579 85
Telephone equipment sales and other:
Sales of handsets and accessories 1,344,479 2,469,599 3,287,006 342
Other revenues 654,686 217,537 1,342,703 140
-------------------------------------------------------------------
9,413,895 15,696,601 29,190,122 3,041
-------------------------------------------------------------------
Operating costs and expenses:
Cost of sales 2,794,479 6,073,982 11,666,002 1,215
Cost of sales for services with related parties
(Note 14) 909,238 1,271,289 3,253,555 339
Commercial, administrative and general 2,980,324 4,390,799 8,056,811 840
Commercial, administrative and general with
related parties (Note 14) 125,620 218,538 399,251 42
Depreciation and amortization (Notes 6, 7 and 8)
(includes Ps. 649,280, Ps. 1,162,554 and
Ps. 1,935,180 for the years ended December 31
1998, 1999 and 2000 respectively not included in
cost of sales) 788,540 1,513,654 2,996,022 312
-------------------------------------------------------------------
7,598,201 13,468,262 26,371,641 2,748
-------------------------------------------------------------------
Operating income 1,815,694 2,228,339 2,818,481 293
-------------------------------------------------------------------
Comprehensive financing (income) cost:
Interest income (9,834,658) (9,136,763) (4,897,821) (510)
Interest expense 16,408 72,051 785,221 82
Interest expense with related parties (Note 14) 11,047 89,605 298,259 31
Exchange (gain) loss, net (137,038) 1,122,610 (232,140) (24)
Monetary loss 6,764,429 4,787,525 2,990,324 312
Other income (973,195) (102)
-------------------------------------------------------------------
(3,179,812) (3,064,972) (2,029,352) (211)
-------------------------------------------------------------------
Income before income tax and employee profit sharing 4,995,506 5,293,311 4,847,833 504
-------------------------------------------------------------------
Provisions for:
Income tax (Note 16) 1,100,087 1,131,180 3,015,938 314
Employee profit sharing 76,928 114,577 164,804 17
-------------------------------------------------------------------
1,177,015 1,245,757 3,180,742 331
-------------------------------------------------------------------
Income before equity in results of affiliates and
Minority interest 3,818,491 4,047,554 1,667,091 173
Equity in results of affiliates 79,974 15,176 (1,000,722) (104)
-------------------------------------------------------------------
Income before minority interest 3,898,465 4,062,730 666,369 69
Minority interest in loss of subsidiaries 303,773 211,133 22
-------------------------------------------------------------------
Majority net income Ps. 3,898,465 Ps. 4,366,503 Ps. 877,502 $ 91
===================================================================
Common shares outstanding (in millions) (Note 15) 14,485 14,485 14,222 14,222
===================================================================
Majority net income per share (Note 15) Ps. 0.269 Ps. 0.301 Ps. 0.062 $ 0.006
===================================================================

See accompanying notes.

F-6

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Thousands of Constant Pesos as of December 31, 2000)

December 31,
---------------------------------------------------------
Millions of
U.S. dollars
1999 2000 2000
---------------------------------------------------------

Assets
Current assets:
Cash and short-term investments Ps. 37,838,166 Ps. 22,481,383 $ 2,342
Marketable securities (Note 3) 4,442,310 1,618,640 169
Accounts receivable, net (Note 4) 1,782,293 4,900,815 511
Related parties (Note 14) 546,116 354,910 37
Inventories, net (Note 5) 2,200,099 3,589,104 374
Prepaid expenses and other assets 326,706 567,475 59
---------------------------------------------------------
Total current assets 47,135,690 33,512,327 3,492
Plant, property and equipment, net (Note 6) 12,732,857 33,147,541 3,453
Licenses, net (Note 7) 2,072,459 2,413,551 251
Investments in affiliates and others (Note 8) 3,256,201 12,844,614 1,338
Goodwill, net (Note 8) 1,907,209 7,097,477 739
---------------------------------------------------------
Total assets Ps. 67,104,416 Ps. 89,015,510 $ 9,273
=========================================================

Liabilities and stockholders' equity
Current liabilities:
Short-term debt and current portion of long-term
debt (Note 11) Ps. 401,126 Ps. 6,739,064 $ 702
Accounts payable and accrued liabilities (Notes 9 and 10) 5,264,126 10,526,101 1,097
Taxes payable 667,366 528,000 55
Related parties (Note 14) 459,587 19,453 2
Deferred revenues 702,626 1,102,032 115
---------------------------------------------------------
Total current liabilities 7,494,831 18,914,650 1,971

Long-term debt (Note 11) 88,291 1,183,499 123
Related parties (Note 14) 2,379,393
Deferred taxes (Note 16) 2,556,732 266
Deferred credits 80,082 46,444 5
---------------------------------------------------------
Total liabilities 10,042,597 22,701,325 2,365
---------------------------------------------------------

Stockholders' equity (Note 15):
Parent investment 48,686,193
Capital stock 27,557,519 2,871
Capital contributions 29,449,366 3,068
Retained earnings:
Unappropriated earnings of prior years 3,993,598 6,549,666 662
Net income for the year 4,366,503 877,502 91
---------------------------------------------------------
8,360,101 7,427,168 753
(Deficit) excess from restatement of stockholders' equity (591,770) 327,598 54
Effect of translation of foreign entities (69,420) (589,256) (61)
---------------------------------------------------------
Total majority stockholders' equity 56,385,104 64,172,395 6,685
Minority interest 676,715 2,141,790 223
---------------------------------------------------------
Total stockholders' equity 57,061,819 66,314,185 6,908
---------------------------------------------------------
Total liabilities and stockholders' equity Ps. 67,104,416 Ps. 89,015,510 $ 9,273
=========================================================

See accompanying notes.

F-7

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(Thousands of Constant Pesos as of December 31, 2000)

------------------------------------------------------------------------------
Retained earnings
-----------------------------

Investment of Capital Capital Legal
parent company stock contributions reserve Unappropriated
------------------------------------------------------------------------------

Balances at January 1, 1998 Ps. 45,011,872 Ps. 40,167 Ps. 54,966
Increase in parent investment, net 1,247,988
Surplus from holding nonmonetary assets
Net income for the year 3,898,465
------------------------------------------------------------------------------
Balances at December 31, 1998 46,259,860 40,167 3,953,431
Increase in legal reserve 94,453 (94,453)
Increase in investment of parent company 2,426,333
Effect of translation of foreign entities
Minority interest
Deficit from holding nonmonetary assets
Majority net income 4,366,503
------------------------------------------------------------------------------
Balances at December 31, 1999 48,686,193 134,620 8,225,481
Accumulated effect of deferred income tax
at beginning of year (1,810,435)
Increase in legal reserve 148,349 (148,349)
Increase in investment of parent company 8,320,692
Effect of spin-off (Notes 1 and 15) (57,006,885) Ps. 27,557,519 Ps. 29,449,366
Effect of translation of foreign entities
Minority interest
Effect of current year deferred income tax
on stockholders' equity accounts
(Note 16)
Gain from holding nonmonetary assets
Majority net income 877,502
------------------------------------------------------------------------------
Balances at December 31, 2000 Ps. 27,557,519 Ps. 29,449,366 Ps. 282,969 Ps. 7,144,199
==============================================================================

------------------------------------------------------------------------------------

-----------
(Deficit) excess
from restatement Effect of
of translation Total majority
stockholders' of foreign stockholders' Minority
Total equity entities equity interest
------------------------------------------------------------------------------------

Balances at January 1, 1998 Ps. 95,133 Ps. (736,440) Ps. 44,370,565
Increase in parent investment, net 1,247,988
Surplus from holding nonmonetary assets 326,612 326,612
Net income for the year 3,898,465 3,898,465
------------------------------------------------------------------------------------
Balances at December 31, 1998 3,993,598 (409,828) 49,843,630
Increase in legal reserve
Increase in investment of parent company 2,426,333
Effect of translation of foreign entities Ps. (69,420) (69,420)
Minority interest Ps. 676,715
Deficit from holding nonmonetary assets (181,942) (181,942)
Majority net income 4,366,503 4,366,503
------------------------------------------------------------------------------------
Balances at December 31, 1999 8,360,101 (591,770) (69,420) 56,385,104 676,715
Accumulated effect of deferred income tax
at beginning of year (1,810,435) 292,634 (1,517,801)
Increase in legal reserve
Increase in investment of parent company 8,320,692
Effect of spin-off (Notes 1 and 15)
Effect of translation of foreign entities (519,836) (519,836)
Minority interest 1,465,075
Effect of current year deferred income tax
on stockholders' equity accounts
(Note 16) 454,420 454,420
Gain from holding nonmonetary assets 172,314 172,314
Majority net income 877,502 877,502
------------------------------------------------------------------------------------
Balances at December 31, 2000 Ps. 7,427,168 Ps. 327,598 Ps. (589,256)Ps. 64,172,395 Ps. 2,141,790
====================================================================================

------------------

Total
stockholders'
equity
------------------

Balances at January 1, 1998 Ps. 44,370,565
Increase in parent investment, net 1,247,988
Surplus from holding nonmonetary assets 326,612
Net income for the year 3,898,465
-----------------
Balances at December 31, 1998 49,843,630
Increase in legal reserve
Increase in investment of parent company 2,426,333
Effect of translation of foreign entities (69,420)
Minority interest 676,715
Deficit from holding nonmonetary assets (181,942)
Majority net income 4,366,503
-----------------
Balances at December 31, 1999 57,061,819
Accumulated effect of deferred income tax
at beginning of year (1,517,801)
Increase in legal reserve
Increase in investment of parent company 8,320,692
Effect of spin-off (Notes 1 and 15)
Effect of translation of foreign entities (519,836)
Minority interest 1,465,075
Effect of current year deferred income tax
on stockholders' equity accounts
(Note 16) 454,420
Gain from holding nonmonetary assets 172,314
Majority net income 877,502
-----------------
Balances at December 31, 2000 Ps. 66,314,185
=================

See accompanying notes.

F-8

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION

(Thousands of Constant Pesos as of December 31, 2000)

Year ended December 31,
--------------------------------------------------------------------
Millions of
U.S. dollars
1998 1999 2000 2000
--------------------------------------------------------------------

Operating activities:
Majority net income Ps. 3,898,465 Ps. 4,366,503 Ps. 877,502 $ 91
Add (deduct) items not requiring the use of resources:
Depreciation 703,086 1,158,948 2,179,957 227
Amortization 85,454 354,706 816,065 85
Deferred income tax 1,559,279 161
Deferred employee profit sharing 19,740 2
Equity in results of affiliates (79,974) (15,176) 1,000,722 104
Minority interest in results of subsidiaries (303,773) (211,133) (22)
Changes in operating assets and liabilities:
Accounts receivable (362,185) (454,286) (1,595,937) (166)
Prepaid expenses (111,890) (116,320) (12)
Inventories (218,766) (1,789,979) (1,135,244) (118)
Accounts payable and accrued liabilities 36,322 3,876,718 3,508,640 365
Related parties (21,754) (220,686) (373,271) (39)
Deferred revenues 206,042 65,023 399,406 42
Taxes payable 420,491 117,176 (312,039) (32)
--------------------------------------------------------------------
Resources provided by operating activities 4,667,181 7,043,284 6,617,367 688
--------------------------------------------------------------------

Financing activities:
New loans 10,848 2,619,401 9,957,626 1,037
Repayment of loans (190,453) (200,777) (9,006,831) (938)
Effect of inflation and of exchange rate differences
on debt 8,521 (21,064) (129,480) (13)
Related parties (2,819,527) (294)
Increase in investment of parent company 1,247,988 2,426,333 8,320,692 867
--------------------------------------------------------------------
Resources provided by financing activities 1,076,904 4,823,893 6,322,480 659
--------------------------------------------------------------------

Investing activities:
Investment in telephone plant, property and equipment (2,023,686) (6,745,912) (15,048,675) (1,567)
Equity investment in subsidiaries and affiliated
companies (5,309,720) (16,367,241) (1,705)
Initial cash from companies acquired 764,446 382,306 40
Investment in licenses (1,704,581) (86,690) (9)
Investment in marketable securities (4,442,310) 2,823,670 294
--------------------------------------------------------------------
Resources used in investing activities (3,728,267) (15,733,496) (28,296,630) (2,947)
--------------------------------------------------------------------

Net increase (decrease) in cash and short-term investments 2,015,818 (3,866,319) (15,356,783) (1,600)
Cash and short-term investments at beginning of the
Year 39,688,667 41,704,485 37,838,166 3,942
--------------------------------------------------------------------
Cash and short-term investments at end of the year Ps. 41,704,485 Ps. 37,838,166 Ps. 22,481,383 $ 2,342
====================================================================

See accompanying notes.

F-9

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of Constant Pesos as of December 31, 2000)

1. Description of Business

a) Telmex Spin-off

The spin-off by Telefonos de Mexico, S.A. de C.V. (Telmex) of the entities
comprising America Movil, S.A. de C.V. and its subsidiaries (collectively, the
Company or America Movil) was approved by Telmex stockholders at an
extraordinary stockholders' meeting held on September 25, 2000, at which time
each holder of Telmex shares became the owner of an equal number of America
Movil shares of the corresponding class. As a result of the spin-off, America
Movil was established as a new Mexican corporation, independent of Telmex, to
which specified assets, liabilities and equity were transferred.

Prior to the spin-off, the entities that comprise America Movil operated on
a stand-alone basis. Costs incurred or paid by Telmex on behalf of the spun-off
entities were charged to the appropriate entity. Because Telmex and Radiomovil
Dipsa, S.A. de C.V. (Telcel) provide telecommunications services in the same
geographical markets, they have extensive operational relationships. These
include interconnection between their respective networks; use of facilities,
particularly for the co-location of switching equipment on premises owned by
Telmex; use by Telcel of transmission capacity on Telmex's network; and use by
each of the services provided by the other. These operational relationships are
subject to a variety of different agreements, which, for the most part, were in
place prior to the spin-off and have continued in effect without significant
modification following the spin-off. Many of them are also subject to specific
regulations governing all telecommunications operators. The terms of these
agreements are similar to those on which each company does business with other
unaffiliated parties.

Other than these ongoing operational agreements, the relationship between
Telmex and America Movil will be limited to: a) agreements related to the
implementation of the spin-off and b) certain transitional agreements that will
continue, until America Movil has its own administrative structure in place.

Neither Telmex nor America Movil owns any capital stock in the other;
however, both companies are controlled by the same group of shareholders.

Prior to the incorporation of America Movil, the Company's operations were
conducted through subsidiaries of Telmex. The financial statements for periods
prior to the year ended December 31, 2000, are presented on a combined basis
prepared from Telmex's historical accounting records, and include the historical
operations of the entities transferred to America Movil by Telmex in the spin-
off. In this context, no historical direct ownership relationship existed among
the various entities comprising America Movil prior to the spin-off;
accordingly, Telmex and its subsidiaries' net investment in America Movil has
been included in these financial statements at Telmex's indexed cost plus its
equity in the undistributed earnings or losses of the spun-off entities.

F-10

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

b) Operations

America Movil was established on September 25, 2000 in conjunction with the
spin-off of the wireless business and certain international operations of
Telmex.

America Movil is a leading provider of wireless communications services in
Mexico. Through its subsidiary Radiomovil Dipsa, which operates under the
trademark "Telcel," America Movil provides Mexico's only nationwide cellular
telecommunications service.

America Movil also has subsidiaries and equity investments in affiliated
companies in the telecommunications sector in Guatemala, Ecuador, Brazil,
Colombia, Venezuela, Argentina, Puerto Rico, Spain and the United States.

America Movil equity interest in its principal subsidiaries and affiliated
companies as of December 31, 1999 and 2000 is as follows:

Equity interest Equity interest
at December 31, at December 31,
Name of Company Location 1999 2000
- ----------------------------------------------------- ----------------- ----------------- -----------------

Subsidiaries:
Sercotel, S.A. de C.V. Mexico 100.0% 100.0%
Radiomovil Dipsa, S.A. de C.V. (Telcel) Mexico 100.0 100.0
SubDipsa Treasury, L.L.C. Delaware 100.0
Inmobiliaria Los Cantaros, S.A. de C.V. Mexico 100.0
SubDipsa, LLC Delaware 100.0
Diseno y Publicidad Celular, S.A. de C.V. Mexico 100.0
TracFone Wireless, Inc. Florida 88.3 97.4
Comm South Companies, Inc. Texas 88.3 97.4
Global Central America, S.A. de C.V. (GCA) Mexico 51.0 90.8
Telecomunicaciones de Guatemala, S.A.
(TELGUA) Guatemala 81.3
Techtel-LMDS Comunicaciones Interactivas, S.A. Argentina 60.0
Telstar, S.A. Uruguay 60.0
Consorcio Ecuatoriano de Telecomunicaciones, S.A.
CONECEL (Conecel) Ecuador 60.0
Inmobiliaria El Recuerdo, S.A. de C.V. Mexico 100.0
Inmobiliaria Las Trufas, S.A. de C.V. Mexico 100.0

F-11

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Equity interest Equity interest
at December 31, at December 31,
Name of Company Location 1999 2000
- ------------------------------------------------------- ----------------- ----------------- -----------------

Affiliates:
Telecom Americas, Ltd. Bermuda 44.3
ATL-Algar Telecom Leste, S.A. Brazil 22.1
Americel, S.A. Brazil 7.2
Telet, S.A. Brazil 7.2
Canbras Communications Corp. Canada 31.3
Comunicacion Celular, S.A. Colombia 22.4
Occidente y Caribe Celular, S.A. Colombia 19.4
Genesis Telecom, C.A. Venezuela 30.3
CompUSA, Inc. Delaware 49.0
Cellular Communications of Puerto Rico, Inc. Puerto Rico 50.0 50.0
Empresas Cablevision, S.A. de C.V. Mexico 49.0 49.0
FirstMark Comunicaciones Espana, S.A. Spain 17.5
Network Access Solutions Delaware 5.9

America Movil through its subsidiaries, Telcel, GCA and Conecel, has
licenses to install, operate and manage mobile telecommunication services in
Mexico, Guatemala and Ecuador, respectively. The licenses in Mexico will expire
on various dates between the years 2009 and 2015. The licenses in Ecuador and
Guatemala will expire between the years 2009 and 2014, respectively. As payment
for the licenses awarded in Mexico (except as mentioned in the next paragraph),
the Mexican federal government receives a percentage of Telcel's revenues,
ranging from 4% to 10% of annual gross revenues generated in Mexico.

In 1997 and 1998, the Mexican federal government awarded Telcel licenses to
operate a nationwide wireless network using the 800-megahertz (Band B) radio
spectrum and to use the 1800-1900 megahertz (Band D) radio spectrum to provide
personal communication services (PCS) in the nine regions into which Mexico is
divided. The licenses are for 20 years and required a single payment of Ps.
44,090 and Ps. 1,724,669, respectively. The term of these licenses may be
extended at the discretion of the federal government.

Servicios de Comunicaciones Personales Inalambricas, S.A. (Sercom), GCA's
subsidiary, holds licenses in Guatemala to operate its cellular network on
different frequencies for 15 years. GCA paid approximately US$ 20 million for
these licenses.

F-12

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Since 1994, Consorcio Ecuatoriano de Telecomunicaciones, S.A. (Conecel) has
held licenses to operate a cellular network and provide teleport services in
Ecuador for a period of 15 years. In 1998 Conecel paid in advance US$ 53 million
for the concession rights.

Under the terms of licenses granted to Telcel, and under the Mexican
Federal Telecommunications Law, the Company may freely set rates for licensed
services. Rates do not require authorization from the Communications Ministry;
however, the Company must publish and register them with the Ministry.

Revenues of Telcel, Telgua and Conecel include usage charges, monthly
charges, long-distance charges, proceeds from sales of handsets and accessories
and charges for other services.

TracFone Wireless, Inc. (TracFone) resells cellular airtime on a prepaid
basis through retailers to customers who use telephones equipped with TracFone's
software. TracFone does not own any cellular facilities but purchases airtime
from carriers throughout the United States. Revenues derived from the sale of
cellular telephones are incidental to TracFone's main business of reselling
cellular airtime. TracFone services are provided within the continental United
States.

Comm South Companies, Inc., TracFone's subsidiary, resells local telephone
service to customers on a prepaid basis. Revenue is derived from the resale of
local dial tone and ancillary services such as call-waiting. Comm South does not
own any telephone service facilities, but purchases local telephone service from
carriers in its markets of operation. Comm South services are provided in the
southeast of the United States.

2. Significant Accounting Policies

The most important accounting policies observed by the Company in the
preparation of its consolidated financial statements are described below:

a) Consolidation

The consolidated financial statements include the accounts of America Movil
and those of the subsidiaries mentioned in Note 1. All of the companies operate
in the telecommunications sector or provide services to companies operating in
such sector.

All significant intercompany balances and transactions have been eliminated
in the consolidated financial statements.

The minority interest relates to the Company's foreign subsidiaries.

F-13

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

b) Basis of translation of financial statements of foreign subsidiaries

The financial statements of foreign subsidiaries and affiliates, located in
Guatemala, Ecuador, Argentina, Brazil, Puerto Rico and the United States, which
in the aggregate account for approximately 10% and 23% of the Company's total
operating revenues and approximately 5% and 31% of the Company's total assets in
1999 and 2000, respectively, are translated into Mexican pesos in conformity
with Mexican accounting Bulletin B-15 (Foreign Currency Transactions and
Translation of Financial Statements of Foreign Operations), issued by the
Mexican Institute of Public Accountants (MIPA), as follows:

The figures reported by the subsidiaries abroad were adjusted to conform to
Mexican GAAP.

All balance sheet amounts, except for capital stock and retained earnings,
were translated at the prevailing exchange rate at year-end; capital stock and
retained earnings were translated at the prevailing exchange rate at the time
capital contributions were made and earnings were generated. The statement of
income amounts were translated at the exchange rate at the end of the reporting
period. The effect of inflation and changes in exchange rates were not material.

At December 31, 1999 and 2000, translation effects aggregated Ps. 69,420
and Ps. 519,836, respectively, and are included in stockholders' equity. No
translation effects were required for prior years because these subsidiaries and
affiliates were acquired during 1999.

Under Mexican GAAP, the financial statements of foreign subsidiaries and
affiliates for periods prior to the most recent period, are translated following
the guidelines of Bulletin B-15. This bulletin requires that the financial
statements of foreign subsidiaries and affiliates for periods prior to the most
recent period be translated into constants Mexican pesos by restating the
balances to constant units in the local currency, using the inflation rate of
the country in which the subsidiary or affiliate is located, before being
translated into Mexican pesos at the rate of exchange at the end of the
reporting period.

In the Company's financial statements for each of the two years in the
period ended December 31, 2000, such restatements were made based on the
inflation in Mexico.

The application of Bulletin B-15 in the Company's 2001 financial statements
will have the effect of decreasing revenues of periods prior to the current
period and increasing (decreasing) net income and stockholders' equity of
periods prior to the most recent period whenever its foreign operations incur
net losses or report net income, respectively.

F-14

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

c) Revenue recognition

Revenues are recognized at the time services are provided.

All services provided by Telcel, Telgua and Conecel are billed monthly
based on the rates approved by the regulatory authorities in the respective
countries.

Revenue from the sale of prepaid plans (calling cards) are deferred and
recognized as a customer uses the airtime or when the card expires. Revenues
from postpaid plans are billed in the month prior to service and recognized as
revenues in the month the service is provided. Telcel, Conecel and Telgua
recognize revenues from minutes over the maximum allotted at the time the
service is provided.

Telcel generally does not charge activation fees to its customers; however,
in certain regions of Mexico, depending upon market and competition strategies,
certain activation fees are charged. Telcel recognizes these fees, as well as
the cost incurred to obtain a customer, in the statement of income when the fees
are billed. Telgua's revenues from telephone line installation fees are deferred
based on the estimated useful life of subscribers.

TracFone's sales of airtime are deferred and recognized as revenues when a
customer uses the airtime.

Sales of handsets and accessories are recorded as revenue upon shipment,
provided that no Company obligation remains and that collection of the resulting
receivable is deemed probable by management.

Comm South bills for local service in the month prior to service and
recognizes revenues in the month the service is provided.

d) Recognition of the effects of inflation

The Company recognizes the effects of inflation on financial information as
required by Mexican accounting Bulletin B-10 (Accounting Recognition of the
Effects of Inflation on Financial Information), as amended, issued by the
Mexican Institute of Public Accountants (MIPA). Consequently, the amounts shown
in the accompanying financial statements and in these notes are expressed in
thousands of constant pesos as of December 31, 2000. The December 31, 2000
restatement factors applied to the financial statements at December 31, 1998 and
1999 were 22.38% and 8.96%, respectively, (which represent the annual rates of
inflation for 1998 and 1999 up to December 2000) based on the Mexican National
Consumer Price Index (NCPI) published by Banco de Mexico (the Central Bank).
Accordingly, the financial statements have been restated as follows:

The consolidated balance sheets and the consolidated statements of changes
in stockholders' equity and changes in financial position have been restated in
constant pesos as of December 31, 2000 using the NCPI.

F-15

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Consolidated income statements for the current and prior years have been
restated in constant pesos as of December 31, 2000, using the NCPI for the month
in which the transactions (income and expenses) occurred.

The NCPI (with a base of 100 for the year 1994) at the respective balance
sheet dates was as follows:

December 31, 1997........................... 231.886
December 31, 1998........................... 275.038
December 31, 1999........................... 308.919
December 31, 2000........................... 336.596

The important inflation accounting concepts are described below:

- - Plant, property and equipment

Plant, property and equipment and construction in progress were restated as
described in Note 6.

- - Inventories

Inventories are presented at estimated replacement cost, not in excess of
market value. Cost of sales represents estimated replacement cost at the time
inventories were sold, restated in constant pesos at year-end.

- - Restatement of stockholders' equity

Capital stock, retained earnings and deficit from restatement of
stockholders' equity were restated based on the NCPI.

- - (Deficit) excess from the restatement of stockholders' equity

The (deficit) excess from the restatement of stockholders' equity consists
of (i) the accumulated monetary position gain determined at the time the
provisions of Bulletin B-10 were first applied (Ps. 14,537 at December 31,
2000); and (ii) the result from holding non-monetary assets, which represents
the net difference between restatement by the specific-cost method through 1996
and the alternate method of specific-indexation (see Note 6) effective January
1997, compared to restatement based on the NCPI.

- - Monetary loss

This represents the impact of inflation on monetary assets and liabilities.
The net monetary position loss of each year is included in the statements of
income as a part of the comprehensive financing (income).

F-16

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

- - Statement of changes in financial position

Mexican accounting Bulletin B-12, Statement of Changes in Financial
Position, specifies the appropriate presentation of the statement of changes in
financial position when the financial statements have been restated in constant
Mexican pesos in accordance with Bulletin B-10. Bulletin B-12 identifies the
sources and applications of resources representing differences between beginning
and ending financial statement balances in constant Mexican pesos. In accordance
with this Bulletin, monetary and foreign exchange gains and losses are not
treated as non-cash items in the determination of resources provided by
operations.

e) Cash, short-term investments and restricted investments

Cash and short-term investments, represented principally by bank
deposits and highly liquid investments with maturities of three months or less,
are stated at cost plus accrued interest. The stated value is not in excess of
market value.

In order to comply with agreements entered with certain United States
national airtime carriers, TracFone has placed funds on deposit with commercial
banks in the form of certificates of deposits with maturities between six months
and one year. Because the amounts involved are not material (Ps. 31,302 and Ps.
28,885 at December 31, 1999 and 2000, respectively), these amounts have been
included under cash and short-term investments on the consolidated balance
sheets.

f) Marketable securities

Marketable securities are held for trading purposes and include foreign
government bonds and equity securities.

g) Allowance for doubtful accounts

The Company provides an allowance for doubtful accounts for accounts
receivable that are more than 90 days past due.

h) Telephone plant, property and equipment

Depreciation is computed on the restated value of telephone plant and
equipment using the straight-line method based on the estimated useful lives of
the related assets, starting the month after the assets are put into use.

Average annual depreciation rates are as follows:

Telephone plant 10% to 33%
System performance monitoring equipment
included in telephone plant 33%
Buildings 3%
Other assets 10% to 25%

F-17

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

The cost of installed telephone equipment used to provide cellular
telephone service in rural areas and fixed cellular telephone service in urban
areas is depreciated over a three-year period, based on the estimated useful
lives of the telephone equipment.

i) Leasehold improvements

These investments are restated based on the NCPI and consist of costs
incurred in remodeling the building where the Company's offices are located.
Amortization is computed over the term of the lease.

j) Licenses

The licenses to operate wireless telecommunications networks in Mexico
are restated using the NCPI. Amortization is computed using the straight-line
method over the initial term of the license. The wireless mobile (PCS) licenses
to operate in Guatemala and Ecuador are being amortized at 6% annually.

k) Equity investments in affiliates

The investment in shares of affiliates in which the Company holds an
equity interest of 10% or more is valued using the equity method. This
accounting method consists basically of recognizing the investor's equity
interest in the results of operations and in the result from holding nonmonetary
assets of investees at the time such results are determined (see Note 8).

l) Goodwill

As previously described, during 1999 and 2000, the Company has expanded
its business through acquisitions of wireless telecommunications companies which
operate in established markets, where the estimated useful lives of the acquired
assets are approximately 10 years; based on this, the Company decided to change
the amortization period of goodwill to ten years. Had the Company continued with
its previous policy, amortization expense would have increased by Ps. 581,698;
and net income would have decreased by the same amount (reduction of Ps. 0.041
of net income per share).

In addition, the ten-year amortization period is consistent with
amortization practices in the wireless telecommunications industry.

Through December 31, 1999, the Company amortized goodwill derived from
the acquisition of subsidiaries and affiliates over a period of five years.

m) Exchange rate differences

Transactions in foreign currencies are recorded at the prevailing
exchange rate at the time of the related transactions. Foreign currency
denominated assets and liabilities are translated at the prevailing exchange
rate at the balance sheet date. Exchange rate differences are applied directly
to income of the year.

F-18

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

n) Labor obligations

The cost of seniority premiums is recognized during the years of
service of employees, based on actuarial computations made by independent
actuaries, using the projected unit-credit method and financial hypotheses net
of inflation, as required by Mexican accounting Bulletin D-3, Labor Obligations,
(see Note 9). Termination payments are charged to income in the year in which
the decision to dismiss an employee is made.

o) Advertising

All advertising costs are expensed as incurred. Advertising expense
amounted to approximately Ps. 345,841, Ps. 580,706 and Ps. 1,436,842 for the
years ended December 31, 1998, 1999 and 2000, respectively.

p) Income tax and employee profit sharing

Requirements of the new Mexican accounting Bulletin D-4, Accounting for
Income Tax, Asset Tax and Employee Profit Sharing, went into effect on January
1, 2000. The new Bulletin modifies the rules with respect to the determination
and presentation of deferred income tax (deferred taxes). Basically, the new
Bulletin requires that deferred taxes be determined on virtually all temporary
differences in balance sheet accounts for financial and tax reporting purposes,
using the enacted income tax rate at the time the financial statements are
issued. Through December 31, 1999, deferred taxes were recognized only for
temporary differences that were considered to be non-recurring and that had a
known turnaround time.

Consequently, the income tax provision for 2000 includes both current
year and deferred income tax. In 1999, deferred taxes were recognized only on
certain temporary differences (see Note 16).

The new Bulletin D-4 does not significantly change how deferred
employee profit sharing in accounted for.

q) Earnings per share

The Company determined earnings per share by dividing current year net
income by the average weighted number of shares outstanding during the year as
specified in Mexican accounting Bulletin B-14, Earnings per share, issued by the
MIPA. For the periods prior to the incorporation of the Company, earnings per
share are determined based on the number of shares issued and outstanding
(14,485 million) at September 25, 2000, the date America Movil was established.

F-19

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

r) Use of estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
that affect the amounts reported in the financial statements and in the
accompanying notes. Actual results could differ from those estimates.

s) Concentration of risk

The Company invests a portion of its surplus cash in cash deposits in
financial institutions with strong credit ratings and has established guidelines
relating to diversification and maturities to maintain safety and liquidity. The
Company has not experienced any losses in its cash and short-term investments.
The Company does not believe it has significant concentrations of credit risks
in its accounts receivable, because the Company's customer base is
geographically diverse.

The Company operates internationally; consequently, it is exposed to
market risks for fluctuations in exchange rates.

Approximately 92%, 92% and 96% of the Company's aggregate expenditures
in its cellular network for the years ended December 31, 1998, 1999 and 2000,
respectively, represented purchases from one supplier; approximately 79% of the
aggregate cost of telephone equipment for such periods represented purchases
from three suppliers; and approximately 75% of telephone plant purchases were
made from one supplier.

If any of these suppliers fails to provide the Company with services or
equipment on a timely and cost effective basis, the Company's business and
results of operations could be adversely affected.

t) Convenience translation

United States dollar amounts as of December 31, 2000 shown in the
financial statements have been included solely for the convenience of the reader
and are translated from pesos with purchasing power as of December 31, 2000, as
a matter of mathematical computation only, at an exchange rate of Ps. 9.5997 to
US$ 1.00, the December 31, 2000 exchange rate. Such translations should not be
construed as a representation that the peso amounts have been or could be
converted into U.S. dollars at this or any other rate.

u) Reclassifications

Some amounts shown in the 1998 and 1999 financial statements have been
reclassified for uniformity of presentation with 2000.

F-20

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

3. Marketable Securities

The following is a summary of marketable securities, all of which were
classified as trading securities, as of December 31, 1999 and 2000:

1999 2000
---------------------------------------------------------------------
Cost Fair Value Cost Fair Value
---------------------------------------------------------------------

Ecuador government bonds Ps. 2,249,596 Ps. 2,285,777 Ps. 1,404,609 Ps. 1,480,143
Equity securities 2,425,066 2,156,533 140,747 138,497
---------------------------------------------------------------------
Ps. 4,674,662 Ps. 4,442,310 Ps. 1,545,356 Ps. 1,618,640
=====================================================================

The Company has recognized net unrealized gains in its income statement
for the year ended December 31, 2000 in the amount of Ps. 73,284 (Ps. 49,126 for
1999). Net realized gains on trading securities for 2000 totaled Ps. 49,710 (Ps.
242,004 for 1999). The Company did not trade securities in 1998.

The December 31, 1999 investments in equity securities and bonds were
realized in 2000, producing a gain of Ps. 184,849.

4. Accounts Receivable

Accounts receivable consist of the following:

1999 2000
-----------------------------------

Subscribers and interconnection receivables from
cellular operators Ps. 1,161,209 Ps. 1,726,151
Retailers 172,180 460,764
ARBROS Communications, Inc. 479,985
Williams International, Ltd. 676,802
Creditable taxes 265,909 1,374,730
Other receivables 336,018 512,445
-----------------------------------
1,935,316 5,230,877
Less: Allowance for doubtful accounts (153,023) (330,062)
-----------------------------------
Net Ps. 1,782,293 Ps. 4,900,815
===================================

Activity in the allowance for doubtful accounts for the years ended
December 31, 1998, 1999 and 2000 was as follows:

1998 1999 2000
----------------------------------------------------------

Opening balance as of December 31 Ps. (216,767) Ps. (135,535) Ps. (153,023)
Additions charged to costs and expenses (137,386) (210,823) (304,250)
Deductions to reserve for write-offs 218,618 193,335 127,211
----------------------------------------------------------
Ending balance Ps. (135,535) Ps. (153,023) Ps. (330,062)
==========================================================

F-21

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

5. Inventories

Inventories consist of the following:

1999 2000
------------------------------------

Cellular telephones and accessories Ps. 2,216,475 Ps. 3,601,062
Less:
Reserve for obsolete inventory (16,376) (11,958)
------------------------------------
Net Ps. 2,200,099 Ps. 3,589,104
====================================

6. Telephone Plant, Property and Equipment

a) Telephone plant, property and equipment consist of the following:

1999 2000
--------------------------------

Telephone plant and equipment Ps. 11,225,829 Ps. 25,510,189
Land and buildings 106,039 921,776
Other assets 1,548,227 2,501,651
--------------------------------
12,880,095 28,933,616
Less:
Accumulated depreciation (3,841,423) (6,977,879)
--------------------------------
Net 9,038,672 21,955,737
Construction in progress and advances to
equipment suppliers 3,290,476 7,544,412
Inventories for use in construction of the
telephone plant 403,709 3,647,392
--------------------------------
Total Ps. 12,732,857 Ps. 33,147,541
================================

Included in plant, property and equipment are the following assets held
under capital leases:

1999 2000
----------------------------------

Assets under capital leases Ps. 124,021 Ps. 42,517
Less:
Accumulated depreciation (27,586) (13,314)
----------------------------------
Ps. 96,435 Ps. 29,203
==================================

b) Depreciation expense for the years ended December 31, 1998, 1999 and 2000
was Ps. 703,086, Ps. 1,158,948 and Ps. 2,179,957, respectively.

c) Through December 31, 1996, items comprising the telephone plant in Mexico
were restated based on the acquisition date and cost, applying the factor
derived from the specific indexes determined by the Company and validated by an
independent appraiser registered with the National Banking and Securities
Commission (NBSC).

F-22

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Effective January 1, 1997, Bulletin B-10 eliminated the use of
appraisals to restate plant, property and equipment in the financial statements,
plant, property and equipment was restated as follows at December 31, 1999 and
2000:

The December 31, 1996 appraisal value of the imported telephone plant,
as well as the cost of subsequent additions to such plant, were restated based
on the rate of inflation in the respective country of origin and the prevailing
exchange rate at the balance sheet date (i.e., specific indexation factors).

The appraised value of land, buildings and other fixed assets of
domestic origin at December 31, 1996, and the cost of subsequent additions to
such assets were restated based on the NCPI.

At December 31, 2000, approximately 90% of the value of the telephone
plant, property and equipment (85% in 1999) has been restated using specific
indexation factors.

Telephone plant, property and equipment at December 31, 1999 and 2000,
restated on the basis of the NCPI (starting with the appraisal values at
December 31, 1996), in accordance with disclosure requirements of the NBSC with
respect to the restatement of fixed assets based on specific indexation factors,
is as follows:

1999 2000
---------------------------------

Telephone plant and equipment Ps. 11,706,489 Ps. 25,881,522
Land and buildings 106,039 922,854
Other assets 1,656,985 2,501,651
---------------------------------
13,469,513 29,306,027
Less:
Accumulated depreciation (4,094,853) (7,270,139)
---------------------------------
Net 9,374,660 22,035,888
Construction in progress and advances
to equipment suppliers 3,319,530 7,551,429
Inventories for use in construction of the
telephone plant 403,709 3,647,392
---------------------------------
Total Ps. 13,097,899 Ps. 33,234,709
=================================

7. Licenses

As of December 31, 1999 and 2000 licenses are as follows:

1999 2000
----------------------------------------

Investment Ps. 2,626,338 Ps. 3,201,797
Less:
Accumulated amortization (553,879) (788,246)
----------------------------------------
Net Ps. 2,072,459 Ps. 2,413,551
========================================

F-23

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Amortization expense for the years ended December 31, 1998, 1999 and
2000 was Ps. 85,454, Ps. 156,862 and Ps. 234,367, respectively, and are excluded
from cost of sales.

8. Investments

An analysis at December 31, 1999 and 2000 is as follows:

1999 2000
--------------------------------

Investments in:
Affiliates Ps. 3,154,651 Ps. 11,949,961
Other investments 101,550 894,653
--------------------------------
Total Ps. 3,256,201 Ps. 12,844,614
================================

- - Investments in affiliates

An analysis of the equity investments in affiliated companies at
December 31, 1999 and 2000, and a brief description of major acquisitions is as
follows:

1999 2000
--------------------------------

Telecom Americas, Ltd. Ps. 4,780,758
CompUSA, Inc. 3,944,350
SBC International Puerto Rico, Inc. Ps. 2,448,223 2,397,525
Empresas Cablevision, S.A. de C.V. 706,428 734,336
First Mark Comunicaciones Espana, S.A. 92,992
--------------------------------
Total Ps. 3,154,651 Ps. 11,949,961
================================

Financial statements highlights of the affiliated companies as of
December 31, 2000 are as follows:

Telecom Americas, SBC International
Ltd. CompUSA, Inc. Puerto Rico, Inc.
----------------------------------------------------------

Balance sheet:
Current assets Ps. 10,783,900 Ps. 8,521,932 Ps. 801,268
Noncurrent assets 23,784,831 11,092,885 9,510,797
Current liabilities 2,345,514 6,941,370 4,101,625
Noncurrent liabilities 6,861,021 4,600,618 2,016,023
Minority interest 217,654
Statement of operations:
Revenues 243,410 39,081,099 2,186,754
Gross profit (loss) (147,375) 7,692,412 (90,170)
Net loss (702,420) (456,821) (356,398)

F-24

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Telecom Americas

The Company entered into an agreement with Bell Canada International
Inc. (BCI) and SBC International, Inc. (SBCI) to form Telecom Americas, Ltd., a
new Company that will serve the three parties as the major vehicle for expansion
in Latin America. The agreement was signed by Telmex on September 25, 2000 and
assigned to America Movil on November 7, 2000. The transaction was finalized on
November 16, 2000. Under this agreement, America Movil contributed to Telecom
Americas at the end of the year approximately US$ 164,950 in cash and US$
1,007,500 in notes.

In addition, the Company contributed its equity interest in ATL-Algar
Telecom Leste, S.A. and agreed to contribute its interest in Techtel-LMDS
Comunicaciones Interactivas, S.A. subject to obtaining certain authorizations of
a regulatory nature. If no agreement is reached, the Company must make a cash
contribution to maintain its 44.277% equity interest in Telecom Americas. The
goodwill of Ps. 225,380 will be amortized over a period of ten years.

The equity investment in Telecom Americas amounts to Ps. 16,180,882.
Such amount is shown in the financial statements at December 31, 2000 net of a
note payable to Telecom Americas of Ps. 11,400,124, (US$ 1,187,550). At the date
of issuance of these financial statements, the Company has paid approximately
US$ 866,602 of this note.

BCI contributed notes for approximately US$ 964 million to Telecom
Americas. In addition, BCI contributed its equity interest in (i) the Brazilian
cellular phone operators Americel, S.A. and Telet, S.A.; (ii) Canbras
Communications Corp., S.A. a Brazilian supplier of cable television and internet
access services, (iii) Colombian cellular phone operators Comunicacion Celular,
S.A. (Comcel) and Occidente y Caribe Celular, S.A. (Occel); and (iv) Genesis
Telecom, C.A. a broadband cellular operator in Venezuela.

SBCI contributed a portion of its equity interest in ATL to Telecom
Americas and agreed to contribute the balance once restrictive regulations in
Brazil expire or are amended.

America Movil and BCI each have a 44.277% equity interest in the
capital stock of Telecom Americas and SBCI has an equity interest of 11.446%.
Telecom Americas is subject to provisions regulating the rights of each
stockholder with respect to management. In general, these provisions require a
consensus by the three stockholders on important decisions affecting Telecom
Americas.

ATL

Through Telecom Americas, America Movil holds a 22.1% equity interest
in ATL-Algar Telecom Leste, S.A., a cellular B band licensee operating in the
states of Rio de Janeiro and Espiritu Santo in Brazil. The equity interest of
America Movil in ATL was acquired in January 2000 for approximately US$ 248.2
million.

F-25

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

CompUSA

The equity interest in CompUSA was acquired in March 2000 for
approximately US$ 458.9 million as a result of an offer made by Telmex and Grupo
Sanborns, S.A. de C.V. (Sanborns) to acquire 100% of the common stock of
CompUSA. America Movil holds a 49% equity interest in CompUSA, a PC retailer
located in Dallas, Texas. Sanborns is a subsidiary of Grupo Carso, an affiliate
of America Movil. Goodwill of Ps. 221,217 will be amortized over a period of ten
years. The unamortized balance of goodwill at December 31, 2000 is Ps. 205,242.

SBC International Puerto Rico

In October 1999, the Company acquired a 50% equity interest in SBC
International Puerto Rico, Inc. (SBCI Puerto Rico), for a total consideration of
approximately US$ 244.7 million. SBCI Puerto Rico is the parent company of
Cellular Communications of Puerto Rico, Inc., a wireless telephone operator in
Puerto Rico and the U.S. Virgin Islands. The remaining 50% equity interest in
SBCI Puerto Rico is held by SBC Wireless Puerto Rico, LLC.

Empresas Cablevision

In 1995, the Company acquired 49% of the capital stock of Empresas
Cablevision, S.A. de C.V. and subsidiaries (Cablevision). Cablevision provides
cable TV in the Mexico City metropolitan area. The remaining 51% interest in
Cablevision is held by Grupo Televisa, S.A. de C.V.

Network Access

In June 1999, the Company acquired a 0.08% equity interest in Network
Access Solutions Corporation (Network Access) a provider of broadband network
access services. In March 2000, the Company made additional capital
contributions to Network Access and as a result, increased its equity interest
to 5.9%. The investment in Network Access is included in the caption other
investments. Total equity investments in Network Access were approximately US$
79.0 million.

-Goodwill

An analysis of goodwill at December 31, 1999 and 2000 is as follows:

1999 2000
--------------------------------------

Goodwill:
Subsidiaries Ps. 2,048,529 Ps. 7,462,681
Affiliates 56,524 446,597
--------------------------------------
2,105,053 7,909,278
Accumulated amortization (197,844) (811,801)
--------------------------------------
Ps. 1,907,209 Ps. 7,097,477
======================================

F-26

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Amortization expense for the years ended December 31, 1999 and 2000 was
Ps. 197,844 and Ps. 581,698, respectively.

- - Investments in subsidiaries

Following is a summary of the most important equity investments in
subsidiaries during 1999 and 2000:

TracFone

In February 1999, the Company acquired a 55.5% equity interest in
TracFone, which is engaged in the resale of prepaid cellular telephone service
in the United States. In the period June through September 1999, the Company
made additional capital contributions to TracFone and, as a result, increased
its equity interest to 88.3%.

From June through October 2000, America Movil made additional capital
contributions to TracFone. As a result of these transactions, as of April 6,
2001, America Movil owns 97.45% of outstanding common stock.

The goodwill of Ps. 1,277,276 generated on these acquisitions will be
amortized over a period of ten years. The unamortized balance of goodwill at
December 31, 2000 was Ps. 1,078,114.

Total equity investments in TracFone made in 1999 and 2000 amounted to
approximately US$ 352.6 million.

Comm South

In 1999 and 2000, through TracFone, the Company acquired in a step
acquisition a 100% equity interest in Comm South for a total consideration of
approximately US$ 79.0 million. Comm South is engaged in the resale of prepaid
local telephone service in the United States. The goodwill of Ps. 713,157
generated on this acquisition will be amortized over a period of ten years. The
unamortized balance of goodwill at December 31, 2000 was Ps. 635,898.

Global Central America

In May 1999, the Company established a subsidiary called Global Central
America, S.A. de C.V., to which it contributed US$ 65.8 million. In December
1999 and March 2000, the Company made additional capital contributions to GCA in
the amount of US$ 12.4 million and US$ 15.7 million, respectively.

Through GCA, the Company acquired 99.9% of the capital stock of seven
companies in Guatemala. The goodwill from these acquisitions amounted Ps.
163,949 and is being amortized over a period of ten years. The unamortized
balance of goodwill at December 31, 2000 was Ps. 137,990.

F-27

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Conecel

America Movil is the majority stockholder in Conecel, a supplier of
cellular telecommunications services in Ecuador. The Company holds directly a
60% equity interest in Conecel and local investors hold the rest. The equity
interest in Conecel was acquired in March 2000 for approximately US$ 217
million. In the years ended December 31, 1999 and 2000, Conecel had revenues of
Ps. 677 million and Ps. 332 million, respectively. The goodwill of Ps. 2,523,651
generated on this acquisition will be amortized over a period of ten years. The
unamortized balance of goodwill at December 31, 2000 was Ps. 2,334,283.

Telgua

In March 2000, the Company acquired an 85.6% equity interest in America
Central Tel, S.A. (America Central, formerly Luca, S.A.), which holds a 95%
equity interest in Telgua, a wireless and fixed line telecommunications operator
in Guatemala for approximately US$ 171.5 million. In connection with the
acquisition of the shares of Telgua, America Central agreed to pay US$ 350
million in October 2001 to a trustee on behalf of the Guatemalan Government.
Such amount bears interest at the LIBOR rate plus 3.00%. The shares of Telgua
are pledged to the trustee to secure the obligations of America Central. The
goodwill of Ps. 617,822 generated on these acquisitions will be amortized over a
period of ten years. The unamortized balance of goodwill at December 31, 2000
was Ps. 572,380.

Techtel

In July 2000, America Movil acquired a 60% equity interest in Telcel
Wireless Argentina, LLC (Telcel Argentina), a partnership with Techint, one of
the largest industrial groups in Argentina, for approximately US$ 148.5 million.
Telcel Argentina controls Techtel a company that provides video and data
transfer, as well as added value telecommunications services. The goodwill of
Ps. 936,195 generated on this acquisition will be amortized over a period of ten
years. The unamortized balance of goodwill at December 31, 2000 was Ps. 897,187.

Telstar

Telstar, S.A. provides data transmission services in Montevideo,
Uruguay. America Movil holds a 60% equity interest in Telstar through the same
company that owns Techtel. America Movil's equity interest in Telstar was
acquired in November 2000 for US$ 5 million. Subject to meeting the necessary
regulatory requirements, the Company will contribute its equity interest in
Telstar to Telecom Americas.

Other minor acquisitions made by the Company amounted to Ps. 499,633 at
December 31, 2000.

The results of operations of the acquisitions made in 1999 and 2000
have been included in the Company's financial statements from the month
following the date of acquisition through the end of the period presented.

F-28

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

All of acquisitions were recorded pursuant to the purchase method of
accounting.

The Company is not obligated to make any further payments or provide
any form of additional or contingent consideration related to these
acquisitions, other than those already disclosed.

The following pro forma unaudited consolidated financial data for the
years ended December 31, 1999 and 2000 is based upon the historical financial
statements of the Company adjusted to give effect to (i) the acquisitions as
described above during 1999 and 2000; and (ii) certain purchase accounting
adjustments related to the amortization of goodwill, a reduction in interest
income for the loss of interest on the amounts expended for the above
acquisitions and adjustments for depreciation of amounts allocated to adjust to
fair value of the net assets of the acquired entities.

The pro forma adjustments assume that the acquisitions were made at the
beginning of each year and are based upon available information and certain
assumptions that management believes are reasonable. The pro forma financial
data does not purport to represent what the Company's operations would have
actually been had such transactions in fact occurred or to predict the Company's
results of operations.

Unaudited Pro Forma Consolidated
America Movil
For the years ended December 31,
----------------------------------------------------------------
1998 1999 2000
-------------------- ---------------------- ---------------------

Operating revenues Ps. 10,706,743 Ps. 19,920,839 Ps. 29,935,807
Net income 3,194,242 3,414,470 878,414
Earnings per share (in Mexican Pesos) 0.220 0.236 0.062

9. Employee Benefits Obligations

In 1994, Telcel set up an irrevocable trust fund to cover the payment
of the obligations for seniority premiums. It adopted the policy of making
contributions to the fund as they were deemed necessary. During 1998
contributions to the fund totaled Ps. 286. No contributions were made to the
fund in 1999 and 2000.

The transition asset, past services and variances in assumptions are
amortized over a thirteen-year period, which is the estimated average remaining
working lifetime of Telcel's employees.

In 1998, 1999 and 2000, seniority premium expense totaled Ps. 352, Ps.
643 and Ps. 902, respectively.

F-29

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

An analysis of the net period cost for 1998, 1999 and 2000 is as
follows:

1998 1999 2000
--------------------------------------------------

Service cost Ps. 403 Ps. 657 Ps. 834
Interest cost on projected benefit obligations 87 126 144
Expected return on plan assets (133) (153) (160)
Amortization of past service costs (7) (6) (16)
Recognized net actuarial loss (8)
--------------------------------------------------
Net period cost Ps. 342 Ps. 624 Ps. 802
==================================================

The change in the pension plan benefit obligation is as follows:

1999 2000
-----------------------------------------

Benefit obligation at the beginning of the year Ps. 1,872 Ps. 2,323
Service cost 657 834
Interest cost 126 144
Actuarial gain (loss) (293) (251)
Benefits paid (39) (13)
-----------------------------------------
Benefit obligation at the end of the year Ps. 2,323 Ps. 3,037
=========================================

An analysis of the seniority premium reserve at December 31, 1999 and
2000 is as follows:

1999 2000
-------------------------------------

Projected benefit obligation Ps. 2,323 Ps. 3,037
Plan assets (2,085) (2,233)
Transition asset 69 62
Actuarial gain 482 780
-------------------------------------
Net projected liability 789 1,646
Additional liability 0 0
-------------------------------------
Reserve for seniority premiums Ps. 789 Ps. 1,646
=====================================
Accumulated benefit obligation Ps. 2,323 Ps. 3,037
=====================================

The change in employee benefit plan assets and plan funded status is as
follows:

1999 2000
--------------------------

Fair value of plan assets at beginning of year Ps. 1,892 Ps. 2,085
Real investment return 193 148
--------------------------
Fair value of plan assets at end of year Ps. 2,085 Ps. 2,233
==========================

F-30

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

1999 2000
----------------------------

Funded status Ps. (238) Ps. (804)
Unrecognized net actuarial loss (482) (780)
Unrecognized net transition asset (69) (62)

----------------------------
Accrued benefit cost Ps. (789) Ps. (1,646)
============================

The current net liability was included in the balance sheet in the
caption other accounts payable and accrued liabilities.

The net of inflation rates used to determine the actuarial present
values of the benefit obligations at December 31, 1998, 1999 and 2000 are
presented below for each of the economic assumptions.

1998 1999 2000
------------------------------------------

Discount rate 6.9% 6.9% 7.8%
Expected return on plan assets 6.9 6.9 6.8
Rate of compensation increase 0.9 0.9 1.9

10. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consist of the following:

1999 2000
-------------------------------------

Suppliers Ps. 4,237,421 Ps. 8,771,388
Accrued expenses 250,190 31,111
Guarantee deposits 317,592 333,472
Vendors 344,887 477,047
Interest payable 670,117
Others 114,036 242,966
-------------------------------------
Total Ps. 5,264,126 Ps. 10,526,101
=====================================

F-31

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

11. Analysis of Short-term debt and Long-term debt

The Company's long-term debt consists of the following:

Balance at
Maturities December 31,
Average interest rates from 2000 ---------------------------------
1999 2000* through 1999 2000
--------------------------------------------------------------------------

Banks, guaranteed by an
affiliated company Libor +1.5 8.25 2005 Ps. 277,056 Ps. 2,530,695
Marconi 8.01 2001 442,949
Citibank 7.79 8.06 2001 13,488 8,544
Other banks 16.0 8.57 2003 100,271 2,596
Government of Guatemala (1) Libor +3 2001 3,361,789
Credit extended by suppliers 8.03 2001 1,510,862
Financial leases 16.5 20.48 2004 98,602 65,128
---------------------------------
Total 489,417 7,922,563
Less: short- term debt and
current portion of long- term
debt 401,126 6,739,064
---------------------------------
Long-term debt Ps. 88,291 Ps. 1,183,499
=================================

* Subject to variances in international and local rates.

(1) Secured by a pledge of Telgua's shares.

The Company's weighted average cost of borrowed funds at December 31,
2000 (including interest, fees and reimbursement of such lenders for Mexican
taxes withheld) was approximately 8.61% (10.72% at December 31, 1999).

The Company's weighted average interest rate of the various short-term
borrowings at December 31, 1999 and 2000 was approximately 10.04% and 8.60%,
respectively.

An analysis of the foreign-currency denominated debt at December 31,
2000 is as follows:

Exchange rate at Pesos with
Foreign December 31, 2000 purchasing power
Currency (pesos per unit of as of December
(thousands) foreign currency) 31, 2000
---------------------------------------------------------

U.S. dollar 821,891 Ps. 9.5997 Ps. 7,889,912
Guatemalan quetzal 26,224 1.2451 32,651
--------------
Total Ps. 7,922,563
==============

F-32

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Long-term debt maturities at December 31, 2000 are as follows:

Year ended December 31, Amount
------------------------------------------------

2002 Ps. 440,647
2003 50,078
2004 44,313
2005 648,461
-------------
Total Ps. 1,183,499
=============

12. Foreign-Currency Position and Transactions

a) At December 31, 1999 and 2000, America Movil had the following
foreign-currency denominated assets and liabilities:

Thousands of foreign currency
1999 2000
-------------------------------------

Assets
U.S. dollar 1,854,053 5,051,478
Guatemalan quetzal 377,514 2,128,818

Liabilities
U.S. dollar (381,975) (1,004,036)
Guatemalan quetzal (632,075) (1,857,575)

The exchange rates used to translate the above-mentioned amounts into
Mexican pesos were Ps. 9.5222 and Ps. 9.5997 per U.S. dollar at December 31,
1999 and 2000, respectively, and Ps. 1.2492 and Ps. 1.2451 per quetzal at
December 31, 1999 and 2000, respectively. At April 6, 2001, the exchange rates
of the Mexican peso relative to the U.S. dollar and the Guatemalan quetzal were
Ps. 9.4278 per U.S. dollar and Ps. 1.2274 per quetzal.

b) In the years ended December 31, 1998, 1999 and 2000, the Mexican subsidiaries
of the Company had the following transactions denominated in foreign currencies.
Currencies other than the U.S. dollar were translated to U.S. dollars using the
average exchange rate for the year.

Thousands of U.S. dollars
---------------------------------------------
1998 1999 2000
---------------------------------------------

Net settlement revenues $ 11,287 $ 6,150 $ 1,160
Interest income 115,705 247,462 52,046
Interest expense 1,635 500 773
Operating costs and expenses 168,251 454,307 801,096

F-33

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

13. Commitments and Contingencies

a) The Company leases certain equipment used in its operations under capital
leases. At December 31, 2000, the Company had the following commitments under
non-cancelable leases:

Year ended December 31, Amount
--------------------------------------------------------------

2001 Ps. 40,243
2002 29,473
2003 1,550
2004 1,475
----------------
Total Ps. 72,741
Less interest 7,613
----------------
Present value of net minimum lease payments 65,128
Less current installments 40,065
-----------------
Long-term obligations at December 31, 2000 Ps. 25,063
=================

b) As of December 31, 2000, the Company has entered into various leases (as a
lessee) with related parties for the buildings in which its offices are located,
as well as with owners of property where the Company has installed radio bases.
The leases expire within one to five years. Rent charged to expenses was Ps.
58,584 in 1998, Ps. 110,177 in 1999 and Ps. 166,797 in 2000. Following is an
analysis of minimum rental payments due in the next five years. In some cases,
the amount will be increased either based on the NCPI or on the appraisal values
of the property.

Year ended December 31, Amount
---------------------------------------------------

2001 Ps. 61,685
2002 61,685
2003 61,685
2004 61,685
2005 61,685
-------------------
Ps. 308,425
===================

c) Under Mexican legislation, Telmex remains jointly and severally liable for
obligations transferred to America Movil pursuant to the spin-off for a period
of three years beginning on September 25, 2000, the spin-off date. Such
liability does not however extend to any other obligation to creditors that have
given their express consent, relieving Telmex from its obligations and approving
the spin-off. In addition, Telmex has the following specific obligations:

. Creditors of Telgua under a line of credit with an outstanding balance of US$
48 million at December 31, 2000, may, in the event of default by Telgua, take
the shares of certain subsidiaries and sell such shares to Telmex at a price
equal to the total unpaid principal amount of the line of credit. America
Movil has agreed that should this option be exercised, it will acquire the
shares from Telmex.

F-34

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

. Telmex intends to obtain the consent of the creditors to transfer its
obligations to America Movil; however, this requires unanimous consent and
there is no assurance that it will be obtained.

. Telmex has guaranteed the indebtedness of ATL under certain lines of credit
up to US$ 100 million. America Movil has agreed to indemnify Telmex for any
amounts paid by Telmex pursuant to the above obligations.

. Telmex has provided a guarantee relating to certain performance obligations
of FistMark, limited to 5,358.8 million Spanish pesetas.

. Telmex has agreed with Techint, the other major stockholder of Techtel,
that each of the two companies shall contribute an equity interest of US$
25 million in March 2002. America Movil will make the contribution.

d) In December 1995, a competitor that provides cellular telephone services
reported Telmex and Telcel to the Cofeco for alleged monopolistic practices.

The Company's external lawyers believe that the probabilities are great
that the complaint will be declared unfounded. Although the accusation makes
reference to different amounts of damages, there is no mention of the total
amount of the claim. Also, the Commission is only empowered to impose fines, the
total amount of which cannot be determined at the present time. Accordingly, the
financial statements do not include any provision for this contingency.

e) In January 2000, COC Services Limited, through its representatives, filed a
lawsuit against CompUSA and other co-defendants, including the Company and the
former chief executive officer of CompUSA, Mr. James Halpin, for an alleged
breach of contract, tortuous interference and conspiracy. A jury trial began on
January 16, 2001 and concluded on February 8, 2001. The jury verdict required
CompUSA to pay actual damages of US$ 90 million in cash and exemplary damages of
US$ 94.5 million. The verdict also required Mr. Halpin to pay US$ 175.5 million
and the other co-defendants (including the Company) US$ 94.5 million in
exemplary damages. No other matter pertaining to compensation by Mr. Halpin has
been determined. On March 15, 2001, CompUSA filed a motion with the trial court
for judgment notwithstanding the verdict. The court has not yet ruled on this
motion. If the motion is denied by the judge in the case, CompUSA intends to
vigorously appeal the verdict and any resulting judgment. The management of
CompUSA and its legal advisers are of the opinion that the verdict handed down
by the jury was wrong as a matter of law, accordingly, they believe they have
the necessary elements for a successful appeal, if this proves necessary.
Consequently, no reserve in this connection has been established at December 31,
2000.

f) In June 2000, the executive branch of the Guatemalan government issued
declarations concerning the privatization of Telgua. The declarations state that
certain actions taken are contrary to the interest of the Guatemalan state. In
September 2000, the Guatemalan government commenced judicial proceedings against
Guatel, Telgua and certain other related parties involved in the privatization,
alleging improprieties in connection with the privatization and seeking reversal
of the process. Telgua was formally notified of such proceedings on October 6,
2000.

F-35

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

The Company's management is protesting and expects to prevail. However,
if the Guatemalan government ultimately prevails and pursues the most aggressive
remedies, the Company could be required to transfer its interest in Telgua to
Guatel or another agency of the Guatemalan government.

g) Telecom Americas has entered into agreements to invest as much as US$ 218
million as a contribution for future capital increases, primarily in Comcel.

h) TracFone was a defendant in a lawsuit alleging among other items patent and
trademark infringement. Pursuant to a settlement agreement dated July 14, 2000
between TracFone and the plaintiff, TracFone agreed to pay the plaintiff a total
of US$750 thousand in exchange for the license rights without limitation, to use
the patented software technology in the functions currently existing and being
utilized by TracFone. The settlement also released the plaintiff from all and
any other claims brought against it by the TracFone and released TracFone from
all and any other claims brought against it by the plaintiff.

14. Related Parties

a) Following is an analysis of balances due from/to related parties as of
December 31, 1999 and 2000. All of the companies are considered as America
Movil's affiliates, as the Company's principal owners are also directly or
indirectly, shareholders of these related parties.

1999 2000
----------------------------

Trade receivables:
Sanborns Hermanos, S.A. de C.V. Ps. 56,204 Ps. 43,753
Telefonos del Noroeste, S.A. de C.V. 22,149 23,356
Telmex 244,399 268,619
----------------------------
322,752 335,728
Other receivables:
Telecomunicaciones de Guatemala, S.A. de C.V. 152,027
Telecosmos de Honduras, S.A. (2) 14,886
Telecosmos de El Salvador, S.A. (2) 11,272
Seguros Inbursa, S.A. de C.V. 27,616 9,873
Others 17,563 9,309
----------------------------
223,364 19,182
----------------------------
Ps. 546,116 Ps. 354,910
============================

Accounts payable:
Telmex (1) Ps. 37,880
Others 17,156 Ps. 19,453
----------------------------
55,036 19,453
Current portion of long-term debt:
Telmex 404,551
----------------------------
Ps. 459,587 Ps. 19,453
============================
Long-term debt:
Telmex Ps.2,379,393
============================

F-36

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

(1) Borrowings through drawings on Telmex's lines of credit with the following
financial institutions: Societe Generale, Bank of America, Export Development
Credit and Ericsson Telecom.

(2) Working capital borrowings.

The debt due to Telmex consists of the following:

Balance at
Average interest Maturities from December 31, 1999
rate 1999 1999 through
-----------------------------------------------------------

Current portion of long-term debt 7.84% 2000 Ps. 404,551
Long-term debt 7.84% 2006 2,379,393
-------------------
Debt denominated in foreign currency Ps. 2,783,944
===================

b) As a result of the spin-off from Telmex, America Movil received accounts
due from Telcel of Ps. 6,911,987 (including a long-term liability of Ps.
2,783,944 at December 31, 1999, see preceding table), which were subsequently
capitalized in Sercotel, which is the direct holder of all the Company's
investments.

c) The Company has included in cash and short-term investments in 1999 and
2000, Ps. 19,240,841 and Ps. 10,848,201, respectively, of commercial paper
issued by affiliated parties.

Interest earned for the years ended December 31, 1998, 1999 and 2000
was Ps. 5,305,201 Ps. 5,641,370 and Ps. 2,944,367, respectively.

d) In the years ended December 31, 1998, 1999 and 2000 the Company had the
following significant transactions with related parties, mainly with Telmex:

1998 1999 2000
-----------------------------------------------

Revenues:
CPP interconnection fees (1) Ps. 1,796,949 Ps. 5,468,382
-----------------------------------------------
Costs and expenses:
Payments of long-distance,
circuits and others (2) Ps. 909,238 1,271,289 3,253,555
-----------------------------------------------
Commercial, administrative and general:
Advertising 98,472 203,226 130,573
Others, net 27,148 15,312 268,678
-----------------------------------------------
125,620 218,538 399,251
-----------------------------------------------
Interest expense 11,047 89,605 298,259
-----------------------------------------------

F-37

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

(1) Interconnection fee from the "Calling Party Pays" program (CPP): incoming
calls from a fixed line telephone to a wireless telephone. Prior to the
spin-off Telcel had entered into interconnection agreements with Telmex.
The interconnection agreements specify a number of connection points,
locations of interconnection points, the method by which signals must be
transmitted and received and the costs and fees of interconnection.

(2) Interconnection (cost): payments of interconnection for outgoing calls
from the wireless network to the fixed line network.

(2) Long-distance: payments for the use of national and international
long-distance.

(2) Includes buildings and other cellular space leases.

e) Telcel has entered into various leasing and co-location agreements with a
subsidiary of Telmex. Under these agreements, Telcel pays monthly fees for the
use of Telmex's antenna and repetitor space, and is able to install its
interconnection equipment.

f) Telcel purchases materials and services from a variety of companies that
are under common control with Carso Global Telecom, S.A. de C.V., which is the
controlling stockholder of America Movil. These include insurance and banking
services provided by Grupo Financiero Inbursa, S.A. de C.V. and its
subsidiaries. Telcel purchases these materials and services on terms no less
favorable than it could obtain from unaffiliated parties.

15. Stockholders' Equity

a) The shares of America Movil were authorized and issued pursuant to the
Telmex stockholders' meeting on September 25, 2000 approving the spin-off (see
note 1a). Capital stock at September 25, 2000 and December 31, 2000, is
represented by 14,485 and 14,010 million common shares with no par value,
respectively representing the fixed portion of capital respectively.

An analysis of the shares at December 31, 2000 is as follows:

3,266 Million series AA shares
339 Million series A shares
10,405 Million series L shares
--------------
14,010 Total shares
==============

b) Based on the minutes of the extraordinary stockholders' meeting of Telmex
held on September 25, 2000, the restated capital stock of America Movil is Ps.
27,557,519.

F-38

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

As shown in the statement of changes in stockholders' equity at
December 31, 2000, the amount shown under the caption investment of parent
company was redistributed to present the above-indicated capital stock. The
difference between the parent company's total investment and the total amount of
capital stock is presented as capital contributions that basically corresponds
to other equity contributed surplus.

c) Series AA shares, which may be subscribed only by Mexican individuals and
corporate entities, must represent at all times no less than 20% of capital
stock and no less than 51% of the common shares. Common series A shares, which
may be freely subscribed, must account for no more than 19.6% of capital stock
and no more than 49% of the common shares. Series AA and A shares combined may
not represent more than 51% of capital stock. The combined number of series L
shares, which have limited voting rights and may be freely subscribed, and
series A shares may not exceed 80% of capital stock. The Company's bylaws
contemplate the possibility of the holders of series L shares exchanging such
shares, in certain circumstances, for series AA shares, commencing January 1,
2001 and ending January 31, 2001.

Of the full voting stock of the Company, series AA shares represented
91% and series A shares represented 9% at December 31, 2000.

d) America Movil has not paid dividends since its establishment in September
2000. Dividends, if any, will be declared and paid in Mexican pesos.

e) In conformity with the Mexican Corporations Act, at least 5% of the net
income of each year must be appropriated to increase the legal reserve until it
reaches 20% of capital stock issued and outstanding.

f) At a regular stockholders' meeting held on March 30, 2001, it was decided to
establish a reserve of five billion pesos for the purchase of the Company's own
shares.

16. Income Tax, Asset Tax and Employee Profit Sharing

a) Mexico

1) The amount shown under income tax in the consolidated statements of income
corresponds to income tax or asset tax determined individually by each of the
consolidated subsidiaries.

America Movil is in the process of obtaining an authorization from the
Ministry of Finance and Public Credit to file consolidated tax returns of its
Mexican subsidiaries, effective in fiscal year 2001. Management believes that
such authorization will be granted.

F-39

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

2) Effective January 1, 1999, the corporate income tax rate was increased from
34% to 35%. However, the Company has the option of deferring a portion so that
the tax payable will represent 30% of taxable income (32% in 1999). The earnings
on which there is a deferral of taxes must be controlled in a so-called "net
reinvested tax profit account" ("CUFINRE"). This is basically to clearly
identify the earnings on which the taxpayer has opted to defer payment of
corporate income tax.

Since the Company opted for this tax deferral, earnings will be
considered to be distributed first from the "CUFINRE" account and any excess
will be paid from the "net tax profit account" ("CUFIN") so as to pay the 5%
deferred tax (3% for 1999).

Any distribution of earnings in excess of the above-mentioned account
balances will be subject to payment of 35% corporate income tax.

In addition, effective January 1, 1999, cash dividends obtained by
individuals or residents abroad will be subject to a 5% withholding tax on the
amount of the dividend multiplied by 1.5385 (1.515 for dividends paid from the
determined balance of the "CUFIN" account at December 31, 1998).

3) The accumulated effect of the adoption of new Bulletin D-4 at the beginning
of the year 2000 was the recognition of a deferred tax liability and a debit to
stockholders' equity in the amount of Ps. 1,517,801. The financial statements
for the year ended December 31, 1999 were not restated. The current year effect
was charged to results of operations, increasing the tax provision by Ps.
1,559,279.

Had Bulletin D-4 been adopted in prior years, net income for the
periods ended , December 31, 1998 and 1999 would have been reduced by
approximately Ps. 805,732 and Ps. 1,313,525, respectively.

An analysis of income tax charged to results of operations for the
years ended December 31, 1998, 1999 and 2000 is as follows:

1998 1999 2000
-------------------- ------------------ ------------------

Current year income tax of Mexican
Subsidiaries Ps. 1,100,087 Ps. 1,123,841 Ps. 1,337,177
Current year income tax of foreign
Subsidiaries 7,339 119,482
Deferred income tax of Mexican operations
1,559,279
-------------------- ------------------ ------------------
Total Ps. 1,100,087 Ps. 1,131,180 Ps. 3,015,938
==================== ================== ==================

Employee profit sharing as shown in the December 31, 2000 income
statement includes Ps. 19,740 of deferred employee profit sharing. No deferred
profit sharing was generated in prior years.

F-40

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Foreign subsidiaries account for deferred taxes based on SFAS-109.
Valuation allowances for deferred tax assets of these companies have been
established. (see note 19)

4) The following items represent the principal reasons for the differences
between Mexican income taxes computed at the statutory tax rate and the
Company's provision for income tax:

Year ended December 31,
---------------------------------------------------
1998 1999 2000
---------------------------------------------------

Statutory income tax rate 34.0% 35.0% 35.0%
Depreciation (8.3) (5.8) 7.5
Financing costs 19.7 5.4 (2.0)
Licenses (PCS) (28.0) 0.0 0.6
Inventories 12.2
Others 4.6 (1.1) 4.5
Tax loss carryforwards 0.0 (12.2) 1.9
----------------- ---------------- ----------------
Provision for income tax attributable
to Mexican operations 22.0 21.3 59.7
Provision for income tax attributable
to foreign operations 0.0 0.0 2.5
----------------- ---------------- ----------------
Per income statement 22.0 21.3 62.2
----------------- ---------------- ----------------

5) The following table shows the activity in deferred taxes applied to
stockholders' equity in the year ended December 31, 2000, based on the
requirements of the new Mexican accounting Bulletin D-4, including the
accumulated effect for the change in stockholders' equity at the beginning of
the period.

Accumulated effect of accounting change as of January 1, 2000:

Applied to stockholders' equity for temporary differences from prior
years, other than those mentioned in the following line Ps. (1,810,435)
Deferred income tax on differences between indexed cost and
replacement cost of fixed assets and inventories applied to
stockholders' equity 292,634
----------------------
(1,517,801)
Deferred income tax on difference between indexed cost and replacement cost of
inventories and fixed assets attributable to
2000, net of inflation 454,420
----------------------
Deferred tax included in stockholders' equity (in captions retained earnings and
deficit from restatement of stockholders' equity) at
December 31, 2000 Ps. (1,063,381)
======================

F-41

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Movement in deferred tax liability for the year ended December 31, 2000:

Accumulated effect of accounting change as of January 1, 2000 Ps. 1,517,801
Deferred income tax of the period 1,559,279
Monetary effect for deferred taxes recognized in statement of income (65,928)
Deferred income tax on the difference between indexed cost and
replacement cost of fixed assets and inventories applied to
stockholders' equity, net of effects of inflation (454,420)
--------------------
Balance at December 31, 2000 Ps. 2,556,732
====================

An analysis of the effects of temporary differences on deferred tax
liabilities (assets) is as follows:

January 1, 2000 December 31, 2000
---------------------------------------------

Deferred tax assets
- -------------------
Liability provisions Ps. (189,744) Ps. (193,950)
Other (10,473) (26,647)
Deferred revenues (194,769) (143,133)
Tax losses from prior years (399,375)
---------------------------------------------
(794,361) (363,730)
Deferred tax liabilities
- ------------------------
Fixed assets 1,073,455 1,206,633
Inventories 661,111 1,154,963
Licenses 577,596 558,866
----------------------------------------------
2,312,162 2,920,462
----------------------------------------------
Deferred income tax Ps. 1,517,801 Ps. 2,556,732
==============================================

6) The Company is legally required to pay employee profit sharing in addition to
the compensations and benefits to which employees are contractually entitled.
The statutory employee profit sharing rate in 1998, 1999 and 2000 was 10% of
taxable income, after eliminating certain effects of inflation and the indexing
of depreciation expenses.

7) Asset tax, which is a minimum income tax is payable on the average value of
most assets net of certain liabilities. Since income tax may be credited against
asset tax, the latter is actually payable only to the extent that it exceeds
current year income tax. Asset tax for the years ended December 31, 1998, 1999
and 2000 was Ps. 60,583, Ps. 47,195 and Ps. 68,373, respectively.

In conformity with a decree issued on December 24, 1996, companies that
determined accelerated depreciation in 1997, based on purchases of property and
equipment made during that year have the option of crediting the statutory 34%
tax rate corresponding to the accelerated tax depreciation against asset tax.
Since Telcel computed accelerated tax depreciation in 1997 on the purchases of
property and equipment made in that same year, it applied the credit for 1998
and 1999 for Ps. 60,583 and Ps. 47,195, respectively, thereby eliminating the
asset tax provision for those years. In the year ended December 31, 2000, Telcel
did not apply this credit because it had an income tax base.

F-42

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

The remaining creditable amount of depreciation at December 31, 2000
was Ps. 113,859, which may be recovered, restated for inflation based on the
NCPI, in any of the next three years.

b) Foreign Subsidiaries

The foreign subsidiaries determine their income tax based on the
individual results of each subsidiary and in conformity with the specific tax
regimes of each country. The consolidated pretax income (loss) and tax
provisions of these subsidiaries in 1999 and 2000 were Ps. 23,589 and Ps.
(1,198,688) and Ps. 7,339 and Ps. 119,482, respectively.

17. Segments

America Movil operates primarily in one segment (cellular services);
however, as mentioned in Note 1b above, the Company has international
telecommunications operations as of December 31, 1999, in three different
geographic regions: (i) Mexico, (ii) United States and Puerto Rico and (iii)
Central and South America.

The accounting policies of the segments are the same as those described
in the summary of significant accounting policies.

The following summary shows the most important segment information:

United Central and Consolidated
Mexico States South America total
-----------------------------------------------------------------------

December 31, 1998
Operating revenues Ps. 9,413,895 Ps. 9,413,895
Depreciation and amortization 788,540 788,540
Operating income 1,815,694 1,815,694
Interest expense 27,455 27,455
Capital expenditures 3,728,267 3,728,267
Segment assets 52,190,076 52,190,076
Telephone plant, property and
equipment, net 6,573,481 6,573,481
Licenses, net 1,924,499 1,924,499

December 31, 1999
Operating revenues 14,137,995 Ps. 997,389 Ps. 561,217 15,696,601
Depreciation and amortization 1,370,975 25,828 116,851 1,513,654
Operating income 2,805,837 (287,055) (290,443) 2,228,339
Interest expense 104,242 16,910 40,504 161,656
Capital expenditures 11,085,938 3,376,556 1,271,002 15,733,496
Segment assets 63,352,597 1,409,593 2,342,226 67,104,416
Telephone plant, property and
equipment, net 11,598,572 227,218 907,067 12,732,857
Goodwill, net 995,447 911,762 1,907,209
Licenses, net 1,790,782 281,677 2,072,459

F-43

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

United Central and Consolidated
Mexico States South America total
-----------------------------------------------------------------------

December 31, 2000
Operating revenues 22,553,276 3,140,558 3,496,288 29,190,122
Depreciation and amortization 1,460,509 345,445 1,190,068 2,996,022
Operating income 5,022,470 (2,044,014) (159,975) 2,818,481
Interest expense 516,696 91,653 475,131 1,083,480
Capital expenditures 9,962,325 2,147,020 16,187,285 28,296,630
Segment assets 61,033,142 7,550,346 20,432,022 89,015,510
Telephone plant, property and
equipment, net 24,092,814 337,618 8,717,109 33,147,541
Goodwill, net 1,086,922 1,658,647 4,351,908 7,097,477
Licenses, net 1,747,212 666,339 2,413,551

18. Subsequent Events

a) On December 11, 2000, the Company, together with its subsidiaries AM Comm
Solutions, LLC (AM Comm) and Comm South signed a letter of intet with Linsang
Partners, LLC (Linsang), the parent Company of ARBROS Communications, Inc.
(ARBROS), whereby it was agreed, among other things, that ARBROS would acquire
100% of the common stock of Comm South. In the agreement, it was also specified
that AM Comm would acquire a 24.9% equity interest in ARBROS plus options to
acquire an additional 20.1% interest.

On February 20, 2001, ARBROS, Linsang, America Movil, Sercotel and AM Comm
entered into a share exchange agreement whereby ARBROS would acquire from AM
Comm 100% of the Common stock of Comm South in exchange for the issuance by
ARBROS of 8,373,107 common shares to AM Comm plus options to acquire an
additional 31,963,232 shares of ARBROS at a price of US$ .001 per share. In
addition, on December 11, 2000, ARBROS and Sercotel entered into a convertible
loan agreement under which, when ARBROS acquires 100% of the common stock of
Comm South, ARBROS will issue 13,406,826 common shares to Sercotel in exchange
for a note held by Sercotel in respect of a US$50 million loan to ARBROS.

b) On February 12, 2001, Telecom Americas entered into an agreement to acquire
a 100% economic interest and a 19.9% voting interest in Tess, S.A. (Tess) for
US$ 950 million. Tess is one of the two B band cellular operators in the
Brazilian state of Sao Paulo. Under the terms of the agreement the sellers
retain certain voting rights.

c) On February 28, 2001, Canbras Communications concluded an offering of
rights to the holders of common stock for US$ 66 million. Telecom Americas
acquired all of the rights. As a result of this offering, Telcom Americas
increased its economic interest in Canbras Communications from 70.7% to 75.6%.

F-44

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

d) On March 13, 2001, Telecom Americas entered into agreements to acquire an
additional 65% (approximately) economic interest in Americel and Telet for
approximately US$ 580 million. These transactions are expected to be concluded
in the second quarter of 2001, increasing Telecom America's economic interest in
both companies to approximately 81%, subject to approval by various regulatory
authorities.

19. Differences between Mexican and U.S. GAAP

The Company's consolidated financial statements are prepared in
accordance with Mexican GAAP, which differ in certain significant respects from
generally accepted accounting principles in the United States (U.S. GAAP).

The accompanying reconciliation to U.S. GAAP does not include the
reversal of the adjustments to the financial statements for the effects of
inflation required under Mexican GAAP (Bulletin B-10), because the application
of Bulletin B-10 represents a comprehensive measure of the effects of price
level changes in the Mexican economy and, as such, is considered a more
meaningful presentation than historical cost-based financial reporting for both
Mexican and U.S. accounting purposes.

The principal differences between Mexican GAAP and U.S. GAAP, as they
relate to the Company, are described below together with an explanation, where
appropriate, of the method used to determine the adjustments that affect
operating income, net income, total stockholders' equity and resources provided
by operating and financing activities.

Income Statement Information:

Cost of sales as shown in the income statement, includes cost of sales
of telephone equipment and other in the amount of Ps. 1,867,264, Ps. 3,777,329
and Ps. 6,494,305 for the years ended December 31, 1998, 1999 and 2000,
respectively.

Cash Flow Information:

Under Mexican GAAP, the Company presents consolidated statements of
changes in financial position, as described in Note 2. The changes in the
consolidated financial statement balances included in this statement constitute
resources provided by and used in operating, financing and investing activities
stated in constant pesos (including monetary and foreign exchange gains and
losses). Under Mexican GAAP changes in trading securities are presented as
investing activities, while under U.S. GAAP the cash flows from these type of
securities should be disclosed as cash provided by (used in) operating
activities.

Statement of Financial Accounting Standards No.95 (SFAS No. 95), "Statement of
Cash Flows," does not provide guidance with respect to inflation adjusted
financial statements. In accordance with Mexican GAAP, the changes in current
and long-term debt due to restatement in constant pesos, including the effect of
exchange differences, are presented in the statement of changes in financial
position in the financing activities section.

F-45

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

The Company has adopted the guidance issued by the AICPA SEC
Regulations Committee's International Practices Task Force in its meeting held
on November 24, 1998, encouraging foreign registrants that file price level
adjusted financial statements to provide cash flow statements that show
separately the effects of inflation on cash flows.

If the changes in trading securities, the monetary gain and the
exchange gain or loss related to the debt were treated as components of
operating activities, summarized consolidated statements of cash flows derived
from information prepared in accordance with U.S. GAAP would be as follows:

Year ended December 31,
1998 1999 2000
---------------------------------------------------------

Operating activities:
Net income (loss) Ps. 2,934,692 Ps. 2,702,509 Ps. (410,049)
Depreciation 757,788 1,307,117 2,442,785
Amortization 85,454 354,706 816,065
Deferred taxes 1,200,542 1,839,603 1,909,699
Monetary effect 6,647,170 4,571,526 2,927,149
Equity in results of affiliates, minority
Interest and others (79,974) (318,949) 789,589
Effect of exchange rate differences on debt (189,742) (20,004) (129,480)
Marketable securities (4,442,310) 2,647,871
Change in operating assets and liabilities 271,243 1,540,433 878,120
----------------- ----------------- -------------------
Resources provided by operating activities 11,627,173 7,534,631 11,871,749
----------------- ----------------- -------------------
Financing activities:
New loans 10,848 2,619,401 9,957,626
Repayment of loans (190,453) (200,777) (10,491,318)
Increase in parent investment 1,247,988 2,426,333 8,320,692
----------------- ----------------- -------------------
Resources provided by financing activities 1,068,383 4,844,957 7,787,000
----------------- ----------------- -------------------
Resources used in investing activities (3,821,631) (11,401,413) (32,386,835)
----------------- ----------------- -------------------
Effect of inflation accounting (6,858,107) (4,844,494) (2,628,697)
---------------------------------------------------------
Net increase (decrease) in cash and short term
Investments 2,015,818 (3,866,319) (15,356,783)
Cash and short-term investments at beginning
of year 39,688,667 41,704,485 37,838,166
----------------- ----------------- ------------------
Cash and short-term investments at end of year Ps. 41,704,485 Ps. 37,838,166 Ps. 22,481,383
================= ================= ===================

Net resources provided by operating activities reflect cash payments
for interest, income tax and employee profit sharing as follows:

Year ended December 31,
1998 1999 2000
----------------------------------------------------

Interest expense Ps. 154,126 Ps. 247,804 Ps. 651,221
Income tax 1,993,488 597,999 896,566
Employee profit sharing 56,771 65,666 93,115

F-46

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Cash flows from purchases and sales of trading securities during 2000
were Ps. 1,980,724 and Ps. 4,806,886, respectively. Cash Flows from purchases
and sales of trading securities during 1999 were Ps. 9,244,132 and Ps.
5,286,182, respectively. During 1998, the company did not make any sale of
trading securities.

Capitalized Interest:

Under Mexican GAAP, the Company does not capitalize net financing costs
on assets under construction. Under U.S. GAAP, interest on borrowings in foreign
currencies or comprehensive financing cost for borrowings in pesos, must be
considered an additional cost of constructed assets to be capitalized in plant,
property and equipment and depreciated over the lives of the related assets. The
amount of interest or net financing costs capitalized for U.S. GAAP purposes was
determined by reference to the Company's average interest cost of outstanding
borrowings.

Valuation of Plant, Property and Equipment:

As previously discussed in Note 6, through December 31, 1996, items
comprising the telephone plant were restated based on the acquisition date and
cost, applying the factors derived from the specific indexes determined by the
Company and validated by an independent appraiser registered with the National
Banking and Securities Commission. Since January 1, 1997, the valuation method
of plant, property and equipment was modified, as Bulletin B-10 eliminated the
use of appraisals to restate plant, property and equipment.

The alternate restatement method allowed by the Bulletin B-10, which
was the one adopted in 1997 by the Company as described in Note 6, is not
acceptable for U.S. GAAP purposes; consequently, the difference between this
method and the restatement of plant, property and equipment based on the NCPI
was taken to the U.S. GAAP reconciliation's subsequently presented.

As a result of this comparison, plant, property and equipment and
stockholders' equity increased by Ps. 365,042 in 1999 and Ps. 87,168 in 2000 and
depreciation expense increased by Ps. 29,097 in 1998, Ps. 111,517 in 1999 and
Ps. 213,134 in 2000, respectively.

Accrued Vacation Pay:

For purposes of the attached consolidated financial statements, the
expense for vacation pay is recognized when paid rather than during the period
in which it is earned by employees. For U.S. GAAP purposes, the Company has
determined the accrued liability for vacation pay at December 31, 1998, 1999 and
2000, and accordingly, has adjusted the expense for vacation pay during the
periods then ended.

F-47

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Excess of contributed company over cost

Under Mexican GAAP the excess value of ATL when contributed to Telecom
Americas was considered a gain and included under comprehensive financial
income. For U.S. GAAP purposes this excess is considered as negative goodwill.

Deferred Income Tax and Deferred Employee Profit Sharing:

As explained in Notes 2 and 16, the accounting for deferred income tax
was changed in 2000 with the issuance of Bulletin D-4. Through December 31,
1999, under Mexican GAAP, deferred income tax was determined by the partial
liability method of accounting, under which deferred income tax is provided for
identifiable, non-recurring temporary differences (i.e., those that are expected
to reverse over a definite period of time) at rates expected to be in effect at
the time those temporary differences reverse.

The new Bulletin D-4 requires that deferred income tax be determined on
virtually all temporary differences in balance sheets accounts for financing and
tax reporting purposes. The cumulative effect derived from the adoption of
Bulletin D-4 at the beginning of 2000 for Ps. 1,517,801 was charged to
stockholders' equity.

Statement of Financial Accounting Standards No. 109 (SFAS No. 109)
"Accounting for Income Taxes," requires deferred income tax be determined using
the liability method for all temporary differences between financial reporting
and tax bases of assets and liabilities and that such difference be measured at
the enacted income tax rates for the years in which such taxes will be payable
or refundable.

The Company is required to pay employee profit sharing in accordance
with Mexican labor law. Deferred employee profit sharing under U.S. GAAP has
been determined following the guidelines of SFAS No.109. The new Bulletin D-4
did not significantly change the accounting for employee profit sharing, of
which the deferred portion is determined by the partial liability method of
accounting referred to above. To determine operating income under U.S. GAAP,
deferred employee profit sharing and employee profit sharing expense have been
included under the caption of operating expenses.

The differences in the recognition of deferred income tax and deferred
employee profit sharing (for purposes of this note, collectively "deferred
taxes") between Mexican and U.S. GAAP for purposes of the income statement were
as follows:

1998.........................Ps. 1,074,345
1999.........................Ps. 1,781,147
2000.........................Ps. 525,449

F-48

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

The effect of income tax and employee profit sharing on the difference
between the indexed cost and the specific indexation factor valuation of fixed
assets and inventories, is applied as an adjustment to stockholders' equity. The
related accumulated amounts at December 31, 1999 and 2000 that increased
(decreased) equity were Ps. 211,984, and Ps. (27,972), respectively.

The deferred tax adjustment included in the net income and
stockholders' equity reconciliations, also include the effect of deferred taxes
on the other U.S. GAAP adjustments reflected in the respective summaries.

The yearly changes in the accumulated amount for deferred taxes applied
to equity from 1998 through 2000 are the following:

1998 Ps. 11,038
1999 Ps. 237,318
2000 Ps. (239,956)

In 1998, 1999 and 2000, monetary gains (losses) of Ps. 5,258, Ps.
(7,658) and Ps. 8,657, respectively, on the deferred taxes balance related to
the difference between the indexed cost and replacement cost valuation of fixed
assets and inventories were taken to equity, netted as part of the change of the
year.

Significant components of deferred taxes under U.S. GAAP at December
31, 2000 and 1999 are as follows:

1999 2000
----------------------------------------------- -------------------------------------------------
Employee Employee
Income Profit Deferred Income Profit Deferred
Tax Sharing Taxes Tax Sharing Taxes
--------------------------------------------------------------------------------------------------

Deferred tax assets:
Allowances for bad
debts Ps. 55,746 Ps. 10,800 Ps. 66,546 Ps. 52,784 Ps. 10,555 Ps. 63,339
Tax loss carry forwards 399,385 399,385 1,138,006 1,138,006
Accrued liabilities 165,910 43,415 209,325 115,626 27,323 142,949
NOL carryforward 295,028 295,028
Deferred revenues 212,226 60,629 272,855 389,308 96,543 485,851
Others 9,551 9,551
--------------- ------------- --------------- -------------- ------------- ----------------
Valuation allowance (323,017) (323,017) (1,221,745) (1,221,745)
--------------- ------------- --------------- -------------- ------------- ----------------
Total deferred tax
assets 805,278 114,844 920,122 483,530 134,421 617,951
--------------- ------------- --------------- -------------- ------------- ----------------

Deferred tax
liabilities:
Fixed assets (1,194,703) (339,909) (1,534,612) (1,953,750) (556,795) (2,510,545)
Inventories (661,130) (188,893) (850,023) (1,154,963) (329,990) (1,484,953)
Capitalized interest
or net
financing cost (109,814) (31,376) (141,190) (197,103) (56,315) (253,418)
Licenses (577,613) (165,032) (742,645) (558,866) (159,676) (718,542)
Others (8,092) (8,092)
--------------- ------------- --------------- -------------- ------------- ----------------
Total deferred tax
liabilities (2,543,260) (725,210) (3,268,470) (3,872,774) (1,102,776) (4,975,550)
--------------- ------------- --------------- -------------- ------------- ----------------
Net deferred tax
liabilities Ps. (1,737,982) Ps.(610,366) Ps.(2,348,348) Ps.(3,389,244) Ps. (968,355) Ps. (4,357,599)
=============== ============= =============== ============== ============= ================

F-49

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

For Mexican GAAP purposes, as earlier discussed in Note 16, deferred
income tax liabilities of Ps. 2,556,732 was recognized at December 31, 2000.

Employee Benefits Obligations:

The Company accrues expenses for the seniority premium plan on the
basis of actuarial computations. The Company's funding policy has been in
accordance with the projected unit credit method based on the provisions of
bulletin D-3 issued by the Mexican Institute of Public Accountants for recording
labor obligations by employers. This bulletin substantially follows the same
basis for the computation of labor costs and related liability as prescribed by
SFAS No. 87. The differences between D-3 and SFAS 87, as they relate to the
Company are not presented because such information is considered to be
immaterial in relation to the consolidated financial statements taken as a
whole.

Effects of Inflation Accounting on Approximate U.S. GAAP Adjustments:

To determine the net effect on the consolidated financial statements of
recognizing the adjustments described above, it is necessary to recognize the
effects of applying the Mexican GAAP inflation accounting provisions (described
in Note 2) to such adjustments. These effects are taken into consideration in
the preparation of U.S. GAAP reconciliations of net income, operating income and
equity.

Disclosure about Fair Value of Financial Instruments:

In accordance with Statement of Financial Accounting Standards No. 107
(SFAS No. 107), "Disclosures about Fair Value of Financial Instruments," under
U.S. GAAP it is necessary to provide information about the fair value of certain
financial instruments for which it is practicable to estimate that value.

The carrying amounts of cash and short-term investments, accounts
receivable and accounts payable and accrued liabilities approximate fair values
due to the short maturity of these instruments.

The fair value of total debt, excluding capital leases, is estimated
using discounted cash flow analyses based on current borrowing rates offered to
the Company for debt of the same remaining maturities at December 31, 2000. As
of December 31, 1999, the carrying value of total debt is Ps. 390,815 in 1999
and Ps. 7,857,435 in 2000; the fair value is Ps. 391,164 at December 31, 1999
and Ps. 7,856,476 at December 31, 2000.

Impairment of Assets:

Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," requires impairment losses to be
recorded on long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amount. Statement 121 also addresses
the accounting for long-lived assets that are expected to be disposed of. Based
on current circumstances, it was not necessary to record any adjustment to the
carrying value of the Company's long-lived assets.

F-50

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Impairment of Goodwill:

Excess cost over the fair value of net assets acquired (or goodwill)
generally is amortized on a straight-line basis over a ten-year period. The
carrying value of goodwill will be reviewed if the facts and circumstances
suggest that it may be impaired. If this review indicates that goodwill will not
be recoverable, as determined based on the undiscounted cash flow of the entity
acquired over the remaining amortization period, the Company's carrying value of
goodwill will be reduce by the estimated shortfall of cash flow.

Minority Interest:

Under Mexican GAAP, minority interest is presented as a component of
stockholders' equity, immediately after total majority stockholders' equity.
Under US GAAP, minority interest is generally presented out of stockholders'
equity.

As a result of the above, for U.S. GAAP purposes the Company
reclassified minority interest from stockholders' equity, decreasing its total
stockholders' equity by Ps. 676,715 and Ps. 2,141,790 at December 31, 1999 and
2000, respectively.

Reporting Comprehensive Income:

The Company has adopted for purposes of the U.S. GAAP reconciliations
Statement No. 130, "Reporting Comprehensive Income." Statement No. 130
establishes rules for the reporting and disclosure of comprehensive income and
the related components. However, such adoption had no impact on the Company's
net income or stockholders' equity. Statement No. 130 requires the deficit from
restatement of stockholders' equity, deferred taxes on the difference between
indexed cost and replacement cost and effect of translation of foreign entities,
to be included in other comprehensive income.

Cumulative effects of the deficit from restatement of stockholder's
equity, deferred taxes on the difference between indexed cost and replacement
cost and effect of translation of foreign entities included in comprehensive
income at December 31, 2000, are Ps. 75,541, Ps. (27,972) and Ps. (589,256),
which increased (decreased) stockholders' equity, respectively.

Accounting for the Cost of Computer Software Developed or Obtained for Internal
Use:

In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position 98-1 (SOP 98-1), "Accounting for the Cost
of Computer Software Developed or Obtained for Internal Use." SOP 98-1, which
was effective beginning on January 1, 1999, requires the capitalization of
certain costs incurred after the date of adoption in connection with developing
or obtaining software for internal-use. Because the Company was already
capitalizing such costs, SOP 98-1 did not have any significant effect on U.S.
GAAP earnings or financial position.

F-51

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Accounting for the Costs of Start-Up Activities:

In April 1998, the AICPA issued SOP 98-5, "Reporting the Cost of
Start-Up Activities." The effective date of the SOP was January 1, 1999. It
requires that start-up costs capitalized prior to January 1, 1999, be
written-off and any future start-up costs be expensed as incurred. Because the
Company is expensing such costs as incurred, the adoption of this guideline did
not affect U.S. GAAP earnings or financial position.

Accounting for Derivative Instruments and Hedging Activities:

In June 1998, the Financial Accounting Standards Board issued Statement
No. 133, "Accounting for Derivative Instruments and Hedging Activities," The
statement requires the Company to recognize all derivatives on the balance sheet
at fair value. Derivatives that are not hedges must be adjusted to fair value
through income. If the derivative is a hedge, depending on the nature of the
hedge, changes in the fair value of derivatives are either offset against the
change in fair value of assets, liabilities, or firm commitments through
earnings or recognized in other comprehensive income until the hedge item is
recognized in earnings. The ineffective portion of a derivative's change in fair
value will be immediately recognized in earnings. Since the Company did not have
derivative instruments at December 31, 2000, the adoption of Statement No. 133
on January 1, 2001 had no impact on net income or in other comprehensive income.

SAB-101 Revenue Recognition:

Staff Accounting Bulletin No. 101, "Revenue Recognition" (SAB 101) was
released on December 3, 1999, and provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
The adoption of this Bulletin had no impact on the Company's net income or
stockholders' equity.

F-52

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

Summary

Net income, operating income and total stockholders' equity, adjusted
to take into account the material differences between Mexican GAAP and U.S.
GAAP, are as follows:

Year ended December 31,
1998 1999 2000
--------------------------------------------------------

Net income as reported under Mexican GAAP Ps. 3,898,465 Ps. 4,366,503 Ps. 877,502
Approximate U.S. GAAP adjustments:
Capitalized interest or net financing cost 93,363 110,229 299,103
Depreciation of capitalized interest (25,605) (36,652) (49,694)
Excess of contributed company over cost (973,195)
Accrued vacation pay (11,869) (31,709) (83,126)
Deferred income tax on U.S. GAAP adjustments (31,891) (24,678) 42,216
Deferred income tax (826,242) (1,430,287)
Deferred employee profit sharing on U.S. GAAP
adjustments (8,760) (7,051) (20,293)
Deferred employee profit sharing (207,452) (319,131) (352,603)
Difference between the restatement of
depreciation expense based on specific
indexation factors and on the basis of the
NCPI (29,097) (111,517) (213,134)
Effects of inflation accounting on U.S. GAAP -----------------
adjustments 83,780 186,802 63,175
----------------- ------------------ -----------------
Total approximate U.S. GAAP adjustments, net (963,773) (1,663,994) (1,287,551)
----------------- ------------------ ------------------
Approximate net income (loss) per share under
U.S. GAAP Ps. 2,934,692 Ps. 2,702,509 Ps. (410,049)
================= ================== ==================
Common shares outstanding as of December
31, 2000 (in millions): 14,485 14,485 14,222
================= ================== ==================
Approximate net income (loss) per share under
U.S. GAAP (in pesos): Ps. 0.203 Ps. 0.187 Ps. (0.029)
================= ================== ==================

After giving effect to the foregoing approximate adjustments for
accrued vacation pay, depreciation of capitalized interest and the difference
between the restatement of depreciation expense based on specific indexation
factors and on the basis of the NCPI as well of the reclassification of the
employee profit sharing expense and the deferred employee profit sharing
expense, operating income under U.S. GAAP totaled Ps. 1,455,983, Ps. 1,607,702
and Ps. 1,934,827 in 1998, 1999 and 2000, respectively.

F-53

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)

(Thousands of Constant Pesos as of December 31, 2000)

December 31,
1999 2000
-----------------------------------------

Total stockholders' equity under Mexican GAAP Ps. 57,061,819 Ps. 66,314,185
Approximate U.S. GAAP adjustments, net of effects
of inflation on monetary items:
Capitalized interest or net financing cost 419,960 719,063
Accumulated depreciation of capitalized interest or
net financing cost (106,208) (155,902)
Excess of contributed company over cost (973,195)
Accrued vacation pay (64,511) (139,177)
Deferred income tax from US GAAP (87,234) (63,701)
Deferred income tax (1,815,629)
Deferred employee profit sharing from US GAAP (24,924) (42,397)
Deferred employee profit sharing (632,545) (919,742)
Deferred taxes on the difference between the indexed
cost and replacement cost valuation of fixed assets
and inventories 211,984 775,027)
Minority interest (676,715) (2,141,790)
Difference between the restatement of fixed assets and
inventories based on specific indexation factors and
on the basis of the NCPI 365,042 87,168
------------------- ------------------
Total approximate U.S. GAAP adjustments, net (2,410,780) (4,404,700)
------------------- ------------------

Approximate total stockholders' equity under U.S. GAAP Ps. 54,651,039 Ps. 61,909,485
=================== ==================

F-54

AMERICA MOVIL, S.A. DE C.V. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Under U.S. GAAP at December 31, 1998, 1999 and 2000
(Thousands of Constant Pesos with purchasing power as of December 31, 2000)

Retained earnings
----------------------------------

Parent investment Capital Stock Capital surplus Legal reserve Unappropriated
-----------------------------------------------------------------------------------------

Balances at January 1, 1998 Ps. 45,011,872 Ps. 40,167 Ps. 176,968
Increase in parent investment, net 1,247,988
Comprehensive income:
Net income for the year 2,934,692
Other comprehensive income:
Deferred taxes allocated to
equity, net of inflation
Deficit from holding
nonmonetary assets
Total comprehensive income

---------------------------------------------------------------------- -----------------
Balances at December 31, 1998 46,259,860 40,167 3,111,660
Increase in legal reserve 94,453 (94,453)
Increase in parent investment 2,426,333
Comprehensive income:
Net income for the year 2,702,509
Other comprehensive income:
Effect of conversion in foreign
entities of the year
Deferred taxes allocated to
equity, net of inflation
Surplus from holding
nonmonetary assets
Total comprehensive income

---------------------------------------------------------------------- -----------------
Balances at December 31, 1999 48,686,193 134,620 5,719,716
Increase in legal reserve 148,349 (148,349)
Increase in parent investment 8,320,692
Effect of spin-off (57,006,885) Ps. 27,557,519 Ps. 29,449,366
Allocation of the effect of the
spin-off (Notes 1 and 15)
Comprehensive income:
Net loss for the year (410,049)
Other comprehensive income:
Effect of conversion in foreign
entities of the year
Deferred taxes allocated to
equity, net of inflation
Surplus from holding
nonmonetary assets
Total comprehensive income

---------------------------------------------------------------------- -----------------
Balances at December 31, 2000 Ps. 27,557,519 Ps. 29,449,366 Ps. 282,969 Ps. 5,161,318
====================================================================== =================

Accumulated
------------------ other
Comprehensive Comprehensive Total
Total income income
--------------------------------------------------------------------------

Balances at January 1, 1998 Ps. 217,135 Ps. (341,639) Ps.44,887,368
Increase in parent investment, net 1,247,988
Comprehensive income:
Net income for the year 2,934,692 Ps. 2,934,692 2,934,692
Other comprehensive income:
Deferred taxes allocated to
equity, net of inflation 11,038 11,038 11,038
Deficit from holding
nonmonetary assets 134,513 134,513 134,513
-----------------
Total comprehensive income Ps. 3,080,243
=================

----------------- ----------------
Balances at December 31, 1998 3,151,827 (196,088) 49,215,599
Increase in legal reserve
Increase in parent investment 2,426,333
Comprehensive income:
Net income for the year 2,702,509 2,702,509 2,702,509
Other comprehensive income:
Effect of conversion in foreign
entities of the year (69,420) (69,420) (69,420)
Deferred taxes allocated to
equity, net of inflation 237,318 237,318 237,318
Surplus from holding
nonmonetary assets 138,700 138,700 138,700
-----------------
Total comprehensive income Ps. 3,009,107
=================

----------------- --------------- ----------------
Balances at December 31, 1999 5,854,336 110,510 54,651,039
Increase in legal reserve
Increase in parent investment 8,320,692
Effect of spin-off
Allocation of the effect of the
spin-off (Notes 1 and 15)
Comprehensive income:
Net loss for the year (410,049) (410,049) (410,049)
Other comprehensive income:
Effect of conversion in foreign
entities of the year (519,836) (519,836) (519,836)
Deferred taxes allocated to
equity, net of inflation (239,956) (239,956) (239,956)
Surplus from holding
nonmonetary assets 107,595 107,595 107,595
-----------------
Total comprehensive income Ps. (1,062,246)
=================

---------------- ---------------- ----------------
Balances at December 31, 2000 Ps. 5,444,287 Ps. (541,687) Ps.61,909,485
================ ================ ================

F-55