Amrica Mvil, S.A. de C.V.,

                                                                 as Issuer

and

Radiomvil Dipsa, S.A. de C.V.,

                                                                     as Guarantor

to

JPMorgan Chase Bank,

                                                                 as Trustee

SECOND SUPPLEMENTAL INDENTURE

Dated as of March 9, 2004

U.S.$800,000,000

5.500% Senior Notes due 2014

TABLE OF CONTENTS

SECOND SUPPLEMENTAL INDENTURE, dated as of March 9, 2004, among Amrica Mvil, S.A. de C.V., a sociedad annima de capital variable organized and existing under the laws of the United Mexican States (Mexico) (herein called the Company), having its principal office at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anhuac, 11320, Mexico, D.F., Mexico, Radiomvil Dipsa, S.A. de C.V., a sociedad annima de capital variable organized and existing under the laws of Mexico (herein called the Guarantor), having its principal office at Lago Alberto 366, Edificio Telcel I, Piso 2, Colonia Anhuac, 11320, Mexico, D.F., Mexico, and JPMorgan Chase Bank, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (herein called the Trustee) to the Indenture, dated as of March 9, 2004, among the Company, the Guarantor and the Trustee (as amended and supplemented, herein called the Base Indenture).

W I T N E S S E T H:

WHEREAS, the Base Indenture provides for the issuance from time to time thereunder, in series, of debt Securities of the Company, and Section 901 of the Base Indenture provides for the establishment of the form or terms of Securities issued thereunder through one or more supplemental indentures;

WHEREAS, the Company desires by this Second Supplemental Indenture to create a series of Securities to be issuable under the Base Indenture, as supplemented by this Second Supplemental Indenture, and to be known as the Companys 5.500% Senior Notes due 2014 (the Notes), which are to be initially limited in aggregate principal amount as specified in this Second Supplemental Indenture and the terms and provisions of which are to be as specified in this Second Supplemental Indenture;

WHEREAS, the Company has duly authorized the execution and delivery of this Second Supplemental Indenture to establish the Notes as a series of Securities under the Base Indenture and to provide for, among other things, the issuance of and the form and terms of the Notes and additional covenants for purposes of the Notes and the Holders thereof;

WHEREAS, the Guarantor has duly authorized the execution and delivery of this Second Supplemental Indenture to provide for the Guarantees of the Notes; and

WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.

1

NOW, THEREFORE, for and in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof and for the purpose of setting forth, as provided in the Base Indenture, the form of the Notes and the terms, provisions and conditions thereof, the Company and the Guarantor covenant and agree with the Trustee as follows:

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