SecProbe.io

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Mail Stop 0407

      							May 31, 2005

Francisco Jose Azevedo Padinha
Chief Executive Officer
Tele Centro Oeste Celular Participacoes S.A.
SCS, Quadra 2
Bloco C, 226, 70 andar
70302-916 Brasilia, DF, Brazil

	Re:	Tele Centro Oeste Celular Participacoes S.A.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
		File No. 1-14489

Dear Mr. Padinha:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for Fiscal Year Ended December 31, 2004

Item 15.  Controls and Procedures, page 76

1. We note your disclosure that your principal executive officer
and
principal financial officer have concluded that your disclosure
controls and procedures are "effective in ensuring that all
material
information required to be filed in this annual report has been
made
known to them in a timely fashion."  Please confirm for us that
your
disclosure controls and procedures are effective in ensuring that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Commission`s
rules
and forms and are effective in ensuring that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
to allow timely decisions regarding required disclosure.  See Rule
13a-15(e) of the Exchange Act.  Alternatively, you may simply
state
that your disclosure controls and procedures are effective.  In
addition, please revise your disclosure in future filings.

2. We note your disclosure that "[n]o significant changes in our
internal controls or in other factors that could significantly
affect
these controls subsequent to the date of the evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses, were made as a result of the evaluation"
(emphasis added).  Item 308(c) of Regulation S-K requires the
disclosure of any change in your internal control over financial
reporting identified in connection with an evaluation thereof that
occurred during your last fiscal quarter (or your fourth fiscal
quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm for us that
there
was no change in your internal control over financial reporting
that
occurred during your fourth fiscal quarter in 2004 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-K in future
filings.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Melissa Hauber, Staff Accountant, at (202)
551-
3368 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835 if you have questions regarding comments on the financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Francisco Jose Azevedo Padinha
Tele Centro Oeste Celular Participacoes S.A.
May 31, 2005
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