SecProbe.io

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September 10, 2004

Via Facsimile and U.S. Mail

S. Todd Crider, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017

Re:	Tele Leste Celular Participacoes S.A.
	Schedule TO-T filed September 1, 2004
	by Brasilcel N.V., et. al.
	File No. 5-79099

	Tele Sudeste Celular Participacoes S.A.
	Schedule TO-T filed September 1, 2004
	by Brasilcel N.V., et. al.
	File No. 5-59155

	Tele Centro Oeste Celular Participacoes S.A.
	Schedule TO-T filed September 1, 2004
	by Telesp Celular ParticipaOoes S.A., et. al.
	File No. 5-60699

Dear Mr. Crider:

We have the following comments on the above-referenced filings:

General

1. It appears that the bidders should have promptly filed an amendment
to their Schedule 13D when they determined to acquire additional
shares of target.  See Rule 13d-2(a).  Nevertheless, our records
indicate that the bidders have not filed an amendment to their
Schedule 13D since June of 2003.  Please ensure that the bidders file
an amended Schedule 13D immediately and disclose, at a minimum, the
change to the information presented pursuant to Item 4 of Schedule
13D.  Also have the parties provide written confirmation of their
understanding that the filing of such amendment at this late date does
not and cannot cure past violations, and the filing does not foreclose
the Commission from taking any action in the future.

OFFER TO PURCHASE

2. We note that security holders who wish to participate in the tender
offers must "qualify" for the offers, whereby ADS holders must tender
the ADSs to the receiving agent by 5:00 p.m. on October 1, 2004, and
holders of common or preferred shares must ask the broker to tender
their shares by 4:00 p.m. on October 7, 2004.  On a supplemental
basis, explain the purpose underlying the qualification procedure and
why the specific time periods are necessary to achieve that purpose.
Of particular concern to us is the requirement that ADS holders make
their investment decision one week prior to the expiration date.  In
addition, provide your analysis for why the qualification deadline for
ADS holders does not conflict with the equal treatment requirement of
Rule 14d-10(a)(1).  We may have further comment upon review of your
response.

3. You disclose that withdrawals of ADSs must be received by the
receiving agent by 5:00 p.m. on October 6, 2004, which is two business
day prior to the expiration date.  Please advise us of the reasons for
this deadline and why it is not a limitation on withdrawal rights in
violation of Rule 14d-7(a)(1).

Section 1 - Terms of the Tender Offer, page 10

4. Please clarify whether the ADS Qualification Date and the Share
Qualification Date will be extended if the Expiration Date is
extended.

5. Clarify how you will comply with the Commission`s policy that the
offering period must be extended for any material change, including
the waiver of a material condition, so at least five business days
remain in the offer after the change.  Refer to footnote 70 of
Exchange Act Release No. 34-23421 (July 11, 1986).

6. We note that the maximum number of shares to be acquired may be
adjusted in the event of share dividends, share splits, reverse share
splits or conversions.  Please revise to indicate that at least ten
business days will remain in the offer in the event the percentage of
shares sought is revised as a result of the actions described in this
section.  Refer to Rule 14e-1(b).

Section 3 - Acceptance for Payment and Payment of Shares, page 13

7. Please clarify in this section that payment for accepted shares
will be made promptly after the Expiration Date.  Please make a
similar revision on page 20.

Section 6 - Conditions to the Tender Offer, page 21

8. Please refer to the introductory paragraph of this section.  It
appears that you may delay payment while you are waiting for the
enumerated conditions to be satisfied.  Please note that payment may
be delayed in anticipation of governmental regulatory approvals, not
to effect compliance with the conditions of the offer, unless the
offer has been extended.

9. Your disclosure in the first paragraph also suggests that you may
have the right to terminate the offer for reasons in addition to the
occurrence of one of the events listed in this section.  Please revise
your document so security holders can objectively verify all of the
bases upon which you may terminate the offer.

10. We note that you may waive the condition regarding SEC comment on
the tender offer materials.  Please tell us supplementally why your
ability to waive interpretations of the staff is appropriate.

11. Please refer to the last paragraph in this section.  Please tell
us whether Brasilcel can terminate the offer after the Expiration Date
pursuant to this paragraph.

Section 7 - Source and Amount of Funds, page 23

12. Please provide the disclosures regarding your financing required
by Item 1007(b) of Regulation M-A.  For example, please disclose
whether you have any alternative financing plans in the event the
primary financing plans fall through.  Regarding the "financing
arrangements with third parties," revise to provide all of the
information required by Item 1007(d) of Regulation M-A relating to
borrowed funds, such as the material terms and conditions to the
financing and any plans to repay the loans.  Finally, please file any
relevant loan agreements as exhibits to the Schedule TO-T in
accordance with Item 1016(b) of Regulation M-A.

Section 8 - Certain Tax Consequences, page 23

13. Investors are entitled to know about the material tax
consequences, and not just "certain tax consequences," concerning the
tender offer.  See Item 1004(a)(xii). Accordingly, please revise the
headings and disclosure in this section to clarify that the discussion
summarizes the material tax consequences regarding the tender offer.

Section 13 - Effects of the Tender Offer on the Market for Common
Shares, Preferred Shares and ADSs, page 33

14. We note your disclosure relating to your belief that the offers
will not cause the remaining ADSs to be delisted or the preferred
shares to be eligible for deregistration under the Exchange Act.  On a
supplemental basis, explain the basis for your apparent determination
that the tender offers will not cause any of the effects listed in
Rule 13e-3(a)(3)(ii).  In addition, confirm that the offers are not
the first steps in a series of transactions having one or more of the
effects listed in Rule 13e-3(a)(3)(ii).

Closing Comments

As appropriate, please respond to these comments by amending the
filing and submitting a response letter via EDGAR and "tagged" as
correspondence.  If you do not agree with a comment, please tell us
why in your response.  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 filings reviewed by the staff to be
certain that they have provided all information investors require.
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 in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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 filing or in response to our
comments on your filing.

Please direct any questions to me at (202) 942-2842.  You may also
reach me via facsimile at (202) 942-9638.  Please send all
correspondence to us at the following ZIP code:  20549-0303.

							Sincerely,

							Chris B. Edwards
							Attorney-Advisor
							Office of Mergers and Acquisitions

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