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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                  SCHEDULE TO

       Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
                    of the Securities Exchange Act of 1934
                               (Amendment No. 3)


                       MICROCELL TELECOMMUNICATIONS INC.
                      (Name of Subject Company (Issuer))


                               TELUS CORPORATION
                       (Name of Filing Person (Offeror))
                             ---------------------


                       CLASS A RESTRICTED VOTING SHARES,
          CLASS B NON-VOTING SHARES, WARRANTS 2005 and WARRANTS 2008
                       (Titles of Classes of Securities)

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

                 59501T882, 59501T874, 59501T163 and 59501T171
                   (CUSIP Numbers of Classes of Securities)

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

                                 Audrey T. Ho
              Vice President, Legal Services and General Counsel
                               TELUS Corporation
                              8-555 Robson Street
                  Vancouver, British Columbia V6B 3K9, Canada
                                (604) 697-8044
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
                and Communications on Behalf of Filing Person)

                             CT Corporation System
                         111 Eighth Avenue, 13th Floor
                           New York, New York 10011
                                (212) 590-9200
 (Name, address and telephone number of agent for service in the United States)

                                  Copies to:
                          Christopher W. Morgan, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                          222 Bay Street, Suite 1750
                       Toronto, Ontario M5K 1J5, Canada
                                (416) 777-4700

                           Calculation of Filing Fee
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        Transaction Valuation*                         Amount of Filing Fee**

           U.S.$798,065,574                                 U.S.$101,115
===============================================================================


*    Estimated for purposes of calculating the amount of the filing fee only.
     The Transaction Valuation is the sum of (1) the product of 235,961 class
     A restricted voting shares ("Class A Shares"), of Microcell
     Telecommunications Inc. ("Microcell"), and consideration of Cdn.$29.00
     per Class A Share in cash plus (2) the product of 34,827,210 (which
     includes 5,747,857 outstanding stock options and warrants for) class B
     non-voting shares ("Class B Shares"), of Microcell and the tender offer
     consideration of Cdn.$29.00 per Class B Share in cash plus (3) the
     product of 3,998,302 Warrants 2005 ("Warrants 2005"), of Microcell and
     the tender offer consideration of Cdn.$9.67 per Warrant 2005 in cash
     plus (4) the product of 6,663,943 Warrants 2008 ("Warrants 2008"), of
     Microcell and the tender offer consideration of Cdn.$8.89 per Warrant
     2008 in cash, converted to U.S. dollars at the May 13, 2004, noon spot
     exchange rate as reported by the Bank of Canada (Cdn.$1.3968 =
     U.S.$1.00). The maximum number of Microcell securities to be acquired in
     the tender offers is based on Microcell's outstanding share capital as
     at May 3, 2004 as set forth in a press release issued by Microcell,
     dated May 5, 2004, which was attached to a Form 6-K filed by Microcell
     with the United States Securities and Exchange Commission on May 5,
     2004.

**   The amount of the filing fee calculated in accordance with Rule 0-11 of
     the United States Securities Exchange Act of 1934, as amended, and Fee
     Advisory #7 for Fiscal Year 2004 issued by the United States Securities
     and Exchange Commission on January 26, 2004, equals the product of
     0.0001267 and the Transaction Valuation.

     [X] Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number or the Form or Schedule and the date of its filing.

     Amount Previously Paid:    U.S.$101,115   Filing Party:  TELUS Corporation
     Form or Registration No.:  Schedule TO-T  Date Filed:    May 17, 2004

     [_] Check the box if the filing relates solely to preliminary
     communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

     [X] third-party tender offer subject to    [_] issuer tender offer subject
         Rule 14d-1.                                to Rule 13e-4.

     [_] going-private transaction subject      [_] amendment to Schedule 13D
         to Rule 13e-3.                             under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [_]







         This Amendment No. 3 to Tender Offer Statement on Schedule TO amends
and supplements the Tender Offer Statement on Schedule TO (as amended and
supplemented, the "Schedule TO") originally filed with the United States
Securities and Exchange Commission on May 17, 2004, as amended, by TELUS
Corporation, a company governed by the laws of British Columbia ("TELUS"),
relating to the offers by TELUS to purchase all of the issued and outstanding
class A restricted voting shares ("Class A Shares"), class B non-voting shares
("Class B Shares" and, collectively with the Class A Shares, together with the
associated Rights, the "Shares," including Shares issuable upon the exercise
of outstanding options, warrants or other conversion or exchange rights other
than the Rights), Warrants 2005 ("Warrants 2005"), and Warrants 2008
("Warrants 2008"), of Microcell Telecommunications Inc. at a purchase price of
Cdn.$29.00 per Class A Share, Cdn.$29.00 per Class B Share, Cdn.$9.67 per
Warrant 2005 and Cdn.$8.89 per Warrant 2008, in each case, net to the seller
in cash, without interest, upon the terms and subject to the conditions set
forth in the Offers to Purchase and Circular, dated May 17, 2004 (the "Offers
to Purchase"), and the related Letters of Acceptance and Transmittal, which,
together with any amendments or supplements thereto, collectively, constitute
the "Offering Materials." The information set forth in the Offering Materials
is hereby incorporated by reference with respect to Items 1 through 9 and 11
of this Schedule TO. Except where otherwise indicated in this Schedule TO, all
references to "dollars" or "$" are to Canadian dollars. Capitalized terms used
but not defined in this Schedule TO shall have the meanings ascribed thereto
in the Offering Materials.

Item 4.  Terms of the Transaction.

         On July 22, 2004, the Offeror provided written notice to the
Depositary that it was extending the Offers by extending the Expiry Time for
the Offers from 9 p.m., Toronto time, on July 22, 2004 to 9 p.m., Toronto
time, on August 20, 2004. Also, on July 22, 2004, the Offeror disclosed in a
press release that it was extending the Offers until such date and time and
that as of the close of business on July 22, 2004, 288 Class A Shares, 15,785
Class B Shares, 71,917 Warrants 2005 and 51,080 Warrants 2008 had been
deposited to the Offers and not withdrawn from the Offers. The press release
issued by, and the Notice of Extension dated July 22, 2004 to be disseminated
by the Depositary to Securityholders on behalf of, the Offeror disclosing the
extension of the Offers are attached hereto as Exhibit (a)(5)(v) and Exhibit
(a)(1)(x), respectively, and are hereby incorporated by reference.

Item 5.  Past Contacts, Transactions, Negotiations and Agreements.

         On June 22, 2004, the Company and the Offeror entered into a
confidentiality agreement pursuant to which the Company agreed to disclose
certain non-public information relating to the Company and its subsidiaries
and affiliates to the Offeror and its representatives. Following the execution
of the confidentiality agreement, the Offeror and certain of its
representatives were granted access by the Company to an electronic data room
established by the Company and have since that time conducted due diligence on
the Company and its business and operations using the materials contained in
the data room and certain other information provided in response to requests
made by the Offeror. In addition, members of the Company's management team and
representatives of the Company's financial advisors in connection with the
Offers made a presentation on June 29, 2004 to members of the Offeror's
management, including George Cope, Executive Vice-President of the Offeror and
President and Chief Executive Officer of TELUS Mobility and Robert G.
McFarlane, Executive Vice-President and Chief Financial Officer of the
Offeror, regarding the operations and financial results of the Company.

Item 12.  Exhibits.

          (a)(1)(i)      Offers to Purchase and Circular, dated May 17, 2004.*

          (a)(1)(ii)     Letter of Acceptance and Transmittal for the Shares.*

          (a)(1)(iii)    Letter of Acceptance and Transmittal for the
                         Warrants.*

          (a)(1)(iv)     Notice of Guaranteed Delivery for the Shares.*

          (a)(1)(v)      Notice of Guaranteed Delivery for the Warrants.*

          (a)(1)(vi)     Letter to Brokers, Dealers, Commercial Banks, Trust
                         Companies and Other Nominees.*

          (a)(1)(vii)    Form of Letter to Clients for use by Brokers,
                         Dealers, Commercial Banks, Trust Companies and Other
                         Nominees.*

          (a)(1)(viii)   Guidelines for Certification of Taxpayer
                         Identification Number on Substitute Form W-9.*

          (a)(1)(ix)     Notice of Extension and Variation dated June 22,
                         2004.*

          (a)(1)(x)      Notice of Extension dated July 22, 2004.

          (a)(5)(i)      Press Release issued by TELUS Corporation on May 13,
                         2004.*

          (a)(5)(ii)     E-mail message from the President and Chief Executive
                         Officer of TELUS Corporation sent to employees of
                         TELUS Corporation on May 13, 2004.*

          (a)(5)(iii)    Summary Advertisement published on May 17, 2004.*

          (a)(5)(iv)     Press Release issued by TELUS Corporation on June 22,
                         2004.*

          (a)(5)(v)      Press Release issued by TELUS Corporation on July 22,
                         2004.

          (b)(1)         2004 Credit Agreement, dated as of May 7, 2004, by
                         and among TELUS Corporation and TELUS Communications
                         Inc., as Borrowers, the Toronto-Dominion Bank, as
                         Administration Agent, those institutions whose names
                         are set forth on the execution pages thereof under
                         the heading "Lenders", as Lenders, TD Securities and
                         RBC Capital Markets, as Co-Lead Arrangers, TD
                         Securities, as Bookrunner, Royal Bank of Canada, as
                         Syndication Agent, Bank of Montreal, The Bank of Nova
                         Scotia and Canadian Imperial Bank of Commerce, as
                         Co-Documentation Agents (incorporated by reference to
                         the Form 6-K filed with the United States Securities
                         and Exchange Commission by TELUS Corporation on May
                         17, 2004).*

          (c)            Not applicable.

          (d)(1)         Confidentiality Agreement, dated June 22, 2004, by
                         and between TELUS Corporation and Microcell
                         Telecommunications Inc.*

          (e)            Not applicable.

          (f)            Not applicable.

          (g)(1)         Soliciting Dealer Information Memorandum, dated May
                         2004.*

          (h)            Not applicable.

          --------------
          * Previously filed.




                                  SIGNATURES

         After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


                                               TELUS CORPORATION


                                               By: /s/ Audrey T. Ho
                                                   --------------------------
                                                   Name:  Audrey T. Ho
                                                   Title: Vice President, Legal
                                                          Services and General
                                                          Counsel

Dated:  July 22, 2004






                                 EXHIBIT INDEX

Exhibit No.                        Exhibit Name
-----------                        ------------


   (a)(1)(i)      Offers to Purchase and Circular, dated May 17, 2004.*

   (a)(1)(ii)     Letter of Acceptance and Transmittal for the Shares.*

   (a)(1)(iii)    Letter of Acceptance and Transmittal for the Warrants.*

   (a)(1)(iv)     Notice of Guaranteed Delivery for the Shares.*

   (a)(1)(v)      Notice of Guaranteed Delivery for the Warrants.*

   (a)(1)(vi)     Letter to Brokers, Dealers, Commercial Banks, Trust
                  Companies and Other Nominees.*

   (a)(1)(vii)    Form of Letter to Clients for use by Brokers, Dealers,
                  Commercial Banks, Trust Companies and Other Nominees.*

   (a)(1)(viii)   Guidelines for Certification of Taxpayer Identification
                  Number on Substitute Form W-9.*

   (a)(1)(ix)     Notice of Extension and Variation dated June 22, 2004.*

   (a)(1)(x)      Notice of Extension dated July 22, 2004.

   (a)(5)(i)      Press Release issued by TELUS Corporation on May 13, 2004.*

   (a)(5)(ii)     E-mail message from the President and Chief Executive
                  Officer of TELUS Corporation sent to employees of TELUS
                  Corporation on May 13, 2004.*

   (a)(5)(iii)    Summary Advertisement published on May 17, 2004.*

   (a)(5)(iv)     Press Release issued by TELUS Corporation on June 22, 2004.*

   (a)(5)(v)      Press Release issued by TELUS Corporation on July 22, 2004.

   (b)(1)         2004 Credit Agreement, dated as of May 7, 2004, by and among
                  TELUS Corporation and TELUS Communications Inc., as
                  Borrowers, the Toronto-Dominion Bank, as Administration
                  Agent, those institutions whose names are set forth on the
                  execution pages thereof under the heading "Lenders", as
                  Lenders, TD Securities and RBC Capital Markets, as Co-Lead
                  Arrangers, TD Securities, as Bookrunner, Royal Bank of
                  Canada, as Syndication Agent, Bank of Montreal, The Bank of
                  Nova Scotia and Canadian Imperial Bank of Commerce, as
                  Co-Documentation Agents (incorporated by reference to the
                  Form 6-K filed with the United States Securities and
                  Exchange Commission by TELUS Corporation on May 17, 2004).*

   (c)            Not applicable.

   (d)(1)         Confidentiality Agreement, dated June 22, 2004, by and
                  between TELUS Corporation and Microcell Telecommunications
                  Inc.*

   (e)            Not applicable.

   (f)            Not applicable.

   (g)(1)         Soliciting Dealer Information Memorandum, dated May 2004.*

   (h)            Not applicable.

   ---------------
   * Previously filed.