SecProbe.io

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                         SIMPSON THACHER & BARTLETT LLP
                              425 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000
                            FACSIMILE (212) 455-2502

Direct Dial Number                                               E-Mail Address
(212) 455-2664                                               tcrider@stblaw.com

                                                    September 30, 2004

           Re:  Schedules TO-T filed September 1, 2004 with respect to
                Tele Leste Celular Participacoes S.A. (File No. 5-79099),
                Tele Sudeste Celular Participacoes S.A. (File No. 5-59155) and
                Tele Centro Oeste Celular Participacoes S.A. (File No. 5-60699)

Chris B. Edwards
Attorney-Advisor
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303

Dear Mr. Edwards:

            On behalf of our clients Brasilcel N.V. ("Brasilcel"), Telesp
Celular Participacoes S.A. ("TCP"), Portugal Telecom, SGPS, S.A. ("Portugal
Telecom"), Telefonica Moviles, S.A. ("Telefonica Moviles") and PT Moveis, SGPS,
S.A. ("PT Moveis"), we set forth below certain supplemental information in
response to the questions asked by the staff (the "Staff") of the Securities and
Exchange Commission (the "Commission") by telephone on September 29, 2004
concerning the tender offer statements on Schedule TO-T filed by Brasilcel,
Portugal Telecom, Telefonica Moviles and PT Moveis with respect to a portion of
the common shares and preferred shares of Tele Leste Celular Participacoes S.A.
("Tele Leste") and Tele Sudeste Celular Participacoes S.A. ("Tele Sudeste") and
the tender offer statement on Schedule TO-T filed by TCP, Brasilcel, Portugal
Telecom, Telefonica Moviles and PT Moveis (collectively, the "Bidders") with
respect to a portion of the preferred shares of Tele Centro Oeste Celular
Participacoes S.A. ("TCO" and, together with Tele Leste and Tele Sudeste, the
"Targets") on September 1, 2004.

ADS QUALIFICATION DATE

            In Comment 2 of its letter dated September 10, 2004 (the
"Comment Letter"), the Staff noted that holders of American Depositary Shares
("ADSs") who are participating in the tender offer through The Bank of New York,
as receiving agent, must qualify for the tender offer by tendering the
ADSs to the receiving agent by 5:00 p.m. on October 1, 2004

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Chris B. Edwards                      -2-                    September 30, 2004

(the "ADS Qualification Date") and that holders of common or preferred shares
must qualify for the tender offer through their brokers by 4:00 p.m. on October
7, 2004 (the "Share Qualification Date"). You asked us to explain the purpose of
the qualification procedure and the reason that the ADS Qualification Date
occurs before the Share Qualification Date. We responded in our letter dated
September 21, 2004 (the "Response Letter"). In our conversation yesterday, you
asked for further clarification of the reasons for the difference between the
ADS Qualification Date and the Share Qualification Date.

            There are four business days between the ADS Qualification Date and
the Share Qualification Date. Of those four business days:

            -     one business day is needed to enable the receiving agent to
                  collect tenders of ADSs, calculate the aggregate number of
                  preferred shares underlying those ADSs and qualify with the
                  broker it selects before the Share Qualification Date; and

            -     three business days are needed to allow ADS holders to use
                  customary guaranteed delivery procedures.

            With respect to the one business day mentioned in the first bullet
point above, we note that the receiving agent participates in the tender offer
in Brazil through a broker in the same manner as direct holders of common shares
or preferred shares. We consulted with The Bank of New York when the Bidders
were developing the timetable and were told that they needed one business day to
ensure that they could take all the steps described in the first bullet point by
4:00 p.m., New York City time, on the Share Qualification Date.

            Further, with respect to the three additional business days needed
to enable the use of guaranteed delivery procedures, the Bidders' initial
preference was to eliminate the use of guaranteed delivery procedures so that
the ADS Qualification Date could be scheduled as one business day before the
Share Qualification Date. However, when we consulted with the New York Stock
Exchange ("NYSE") on behalf of the Bidders as to whether we might forego the use
of those procedures, the NYSE advised us that it believed that the use of
guaranteed delivery procedures was customary in tender offers such as these,
that ADS holders would expect to be able to use guaranteed delivery procedures
and that eliminating those procedures created the potential for a strain on
ordinary trading activity. The NYSE advised us that it believed that the
benefits of allowing the use of guaranteed delivery procedures (including its
interest in ensuring an orderly trading market for the ADSs) outweighed any
inconvenience caused by the consequent need to schedule the ADS Qualification
Date three business days earlier than would otherwise be necessary.

            In this regard, we emphasize that allowing the use of guaranteed
delivery procedures enables a person to qualify for the tender offer prior to
the ADS Qualification Date even if the person does not have possession on that
date of the ADSs tendered to the receiving agent. The guaranteed
delivery procedures are designed, in part, so that a person could then purchase
ADSs in the market no later than the ADS Qualification Date for

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Chris B. Edwards                      -3-                    September 30, 2004

settlement three NYSE trading days later (i.e., October 6, 2004) and deliver the
ADSs to the receiving agent on that settlement date. The NYSE advised us that if
guaranteed delivery were not available, any person wishing to participate in the
tender offer who purchased ADSs fewer than three NYSE trading days before the
deadline for participation in the tender offer would be forced to arrange a
same-day cash trade (in which they would receive delivery of the ADSs on the
same day as they paid the purchase price) or a next-day delivery trade (in which
the ADSs would be delivered on the following day). In both instances, they would
face the added burden of making special arrangements through their broker for
settlement outside the normal settlement process, which provides for settlement
three trading days after the purchase of the shares. In addition, because we
understand that the market practice for tender offers such as these is to offer
guaranteed delivery, eliminating guaranteed delivery would create the potential
for confusion among investors who expected to be able to trade ADSs up to the
qualification deadline and still participate in the tender offer with respect to
ADSs acquired in those trades.

            In view of the Bidders' concern with ensuring orderly trading in the
ADSs, avoiding confusion among investors and allowing the flexibility that the
market expects, the Bidders believe that the date selected as the ADS
Qualification Date is reasonable. In preparing this response, we have again
reviewed the substance of this response with the NYSE.

            We further note that the offers to purchase disclose that ADS
holders may also participate in the tender offers by withdrawing the preferred
shares underlying the ADSs from the ADS facility and qualifying for a tender of
shares by the later Share Qualification Date.

TERMINATION OR MODIFICATION UNDER BRAZILIAN LAW

            In Comment 11 of the Comment Letter, the Staff inquired whether the
Bidders may terminate the tender offers after the Expiration Date (as defined in
the offers to purchase) pursuant to the Brazilian law provision described in the
last paragraph of Section 6 - "Conditions to the Tender Offer" of the offers to
purchase. Under that provision, which is a statutory provision of Brazilian law,
Brasilcel or TCP, as the case may be, is permitted to terminate or modify the
terms of the tender offer if a substantial and unforeseeable change in the facts
and circumstances existing on the date of the offers to purchase has occurred
that materially increases the risks assumed by Brasilcel or TCP, as the case may
be, in connection with the tender offer. In this letter, we refer to this legal
provision as the "Statutory Termination Provision." In the Response Letter, we
advised the Staff that it was our understanding that the Bidders could terminate
the offers pursuant to this paragraph until the respective beginnings of the
auctions on October 8, 2004. In our conversation yesterday, you asked for
further background regarding this provision and its use in Brazilian tender
offers.

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Chris B. Edwards                      -4-                    September 30, 2004

            We have been advised by Brazilian counsel that the Statutory
Termination Provision arises under the Brazilian Civil Code and a specific
regulation of the Brazilian Securities Commission (Comissao de Valores
Mobiliarios, or "CVM"), Instruction No. 361 dated March 5, 2002. Brazilian
counsel has advised us that they have reviewed the registered tender offers in
Brazil since that date and have not found any instance of the exercise of the
Statutory Termination Provision. In addition, Brazilian counsel advised us that
they spoke with the Sao Paulo Stock Exchange to ascertain whether the provision
may have been exercised in an unregistered transaction and were informed that
the Sao Paulo Stock Exchange was not aware of any exercise of the provision.

            It is our understanding that in registered tender offers in Brazil,
the Statutory Termination Provision can be invoked only if, in the judgment of
the CVM, a substantial and unforeseeable change of the type described in the
preceding paragraph has occurred. Because the tender offers by the Bidders are
not registered in Brazil, Brazilian law does not provide for CVM concurrence
that such a change has occurred. If such a change arose, however, the Bidders
would invoke the Statutory Termination Provision only after informal
consultations with the CVM and after careful evaluation of the effect on
shareholders who have tendered their shares.

FEES OF THE DEPOSITARY

            Finally, in response to the Staff's question, we note that the fee
payable to The Bank of New York, as depositary under the ADS programs of the
Targets (the "Depositary"), for the cancellation of ADSs by ADS holders
participating in the tender offer is simply the fee to which the Depositary is
contractually entitled in the event of any cancellation of an ADS under the
existing deposit agreements between the Depositary and the Targets. It is not
the result of any separate agreement entered into in contemplation of these
offers. We can also confirm that the level of cancellation fees is consistent
with market practice.

                                      * * *

            Please do not hesitate to contact S. Todd Crider at (212)455-2664 or
John C. Ericson at (212) 455-3520 with any questions or comments.

                                          Very truly yours,

                                          /s/ S. Todd Crider

                                          S. Todd Crider

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