Order Granting Application for Exemption: Grupo Iusacell Celular, S.A. de C.V.

SECURITIES AND EXCHANGE COMMISSION
(Release No. 39-2450; File No. 22-28859)
Order Granting Application for Exemption: Grupo Iusacell Celular, S.A. de C.V. November 26, 2007 Grupo Iusacell Celular, S.A. de C.V. has filed an application under Section 304(d) of the Trust Indenture Act of 1939. In that application, Iusacell Celular and certain guarantors have asked the Commission to exempt from the certificate or opinion delivery requirements of Section 314(d) of the 1939 Act certain provisions of indentures between Iusacell Celular, certain guarantors and Law Debenture Trust Company of New York, as trustee. Iusacell Celular and certain guarantors seek an exemption to the extent that the indentures allow specified dispositions of, and the related release of the indentures’ liens with respect to, certain collateral that are made in Iusacell Celular’s and the guarantors’ ordinary course of business. A description of the indentures and the basis for the request is more fully set forth in the application from Iusacell Celular dated October 12, 2007. That application is on file in the Commission's Public Reference Section, File No. 22-28859, 100 F Street, NE, Washington, DC 20549. It appears to the Commission, upon consideration of the application and the indentures, that a conditional exemption from the requirements of Section 314(d) of the 1939 Act is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the 1939 Act. In this regard, among other things:

1. the indentures permit Iusacell Celular and the guarantors to dispose of collateral in the
   ordinary course of their business and have the collateral released from the indentures’ liens;