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  Davis Polk & Wardwell

  450 Lexington Avenue

  New York NY 10017

  212
  450 6095

          September 21st, 2005

      Tele Leste Celular
      Participações
      S.A.

      Re:

      Form 20-F for the year ended December 31, 2004

      Filed April 15, 2005

      File No. 1-14481

Mr. Larry Spirgel

United States Securities
and Exchange Commission

Division of Corporate Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0405

  Dear Mr. Spirgel:

       On behalf of
  Tele Leste Celular Participações S.A., a Brazilian corporation
  (“TLE” or the “Company”), please find attached as Attachment A TLE’s response to the Staff’s comment included in its letter dated June 7, 2005 in connection with its review of TLE’s
Form 20-F for the year ended December 31, 2004.

       If
  you have any further comments after receiving this letter, TLE would be happy
  to discuss them with you and the other members of the Staff reviewing its Form
20-F, and provide you with written responses addressing such matters.

       Please
  do not hesitate to contact me at 212-450-6095 should you have any questions
or comments regarding the foregoing.

        Very truly yours

      /s/ Manuel Garciadiaz

        Manuel Garciadiaz

      Attachment

      cc w/att:

      Paulo Cesar Pereira
      Teixeira

    Breno
    Oliveira

  ATTACHMENT A

  TELE LESTE CELULAR PARTICIPAÇÕES
S.A.

  Form 20-F for the year ending December 31, 2004

  Consolidated Financial Statements for the Years Ended December 31, 2004, 2003 and 2002, page F-3

  Note 10. Income and Social Contribution Taxes, page F-17

      1.

      We note that you
      have recorded total deferred tax assets of R$187,635,000 at December
      31, 2004. Tell us how you determined that a valuation allowance is not
      required for your deferred tax assets under US GAAP. In this regard, explain
      for us in more detail the nature of the tax loss carryforwards and why
    you believe that they will be recovered in within ten years.

       We supplementally
  advise the Staff that the deferred tax assets principally relate to the Company’s
  subsidiary Telebahia S.A. (“Telebahia”). The tax credits from corporate restructuring represent the tax benefit associated with the goodwill recorded by the Company under Brazilian Corporate Law in connection with the acquisition of Telebahia. For Brazilian Corporate
Law and tax purposes, these amounts are being amortized over five years. Based on projections of future taxable income for Telebahia that were approved by the Company’s
Board of Directors, the tax benefit of the amortization of the amount recorded
at December 31, 2004 will be realized under Brazilian Corporate Law and US GAAP.

       Under US GAAP,
  as of December 31, 2004, Telebahia has also recorded tax loss carryforwards
  amounting to R$ 106,275, net of a valuation allowance of R$ 10,144 thousand, relating to taxable
losses generated in prior years. On an annual basis, the Company performs an analysis of the available evidence using the criteria established in SFAS No. 109 to evaluate the sufficiency of this valuation allowance and when necessary adjusts the
valuation allowance to record the net amount that is more likely than not to be realized. This analysis is principally based on projections of future taxable income of Telebahia that are approved by the Company’s
Board of Directors. The projections prepared as of December 31, 2004, indicate
that these tax loss carryforwards will be realized within the next ten years.

  Note 34. Summary of the differences between Brazilian and US GAAP, page F-38

   i. Earnings per share, page F-41

      2.

      Tell us how you calculated the amount of undistributed earnings allocated to common and preferred shareholders for purposes of calculating basic and diluted earnings per share. In this regard, we note your disclosure that
undistributed net income is allocated to preferred shares 10% higher than that attributed to common shares on a pro rata basis.

       We
  supplementally advise the Staff that since the preferred shareholders are entitled
  receive cash dividends that are 10% higher than those attributed to common
  shares, the Company allocates undistributed earnings in the same manner. However,
  since the Company did not report undistributed earnings under US GAAP for all
periods presented, this calculation was not required. Consequently, the net losses reported were allocated equally to preferred and common shareholders for all periods presented. We undertake to clarify the line items in the table of Note 34i in future filings.

  m. Derivative instruments, page F-43

      3.

      Based on your disclosure that you qualify for hedge accounting under the short cut method, it appears that you apply paragraph 68 of SFAS 133 in determining effectiveness of the hedging relationship. Tell us how you determined
that you qualify for the short cut method, given that your derivative instruments are intended to hedge both the foreign currency and interest rate risk associated with your debt. If you do not qualify for this method, tell us whether you are able
to assess the effectiveness of the hedging relationship under paragraph 65 of SFAS 133 and, if so, the procedures you perform in applying this guidance.

       We suplementally
  advise the Staff that our use of the words “shortcut method” to describe
  how certain of our derivative financial instruments qualify for hedge accounting
  was intended to describe the fact that, for those operations for which we have
  designated as accounting fair value hedges, the derivative instruments were
  specifically structured so that all of the critical terms of the derivatives
and the corresponding hedged items (i.e., debt) are perfectly matched, including:

      –
      Notional
        and principal amounts;

      –
       Original
        issuance and maturity dates;

    –
    Same
    reference for determining foreign currency rates (Brazilian Central Bank – PTAX);

    –
    Currency
        and interest rate of the liability and of the receive-leg of the Currency
    Interest Rate Swaps (CIRS);

    –
    Frequency of interest
    rate settlements / reset dates; and

    –
    Counterparties.

     We acknowledge
  that while all of the critical terms are perfectly matched, these derivatives
  do not qualify for hedge accounting under the “shortcut method” as
  discussed in paragraph 68 of SFAS No. 133, as this method is only applicable
  to interest rate swaps. However, we confirm that we are able to, and do, evaluate
  these hedging relationships for effectiveness both at inception and on an ongoing
  basis (i.e., at least quarterly). We perform a regression analysis for derivative
  operations designated as fair value hedges through comparison of the offsetting
  changes in the fair value of the hedged liability and the derivative instrument
  attributable to changes in the risks being hedged, namely foreign currency
  and its interest rates traded in the local market. Ineffectiveness, if any,
  is measured and included in current earnings. To date, this evaluation has
  demonstrated that these derivative instruments have been, and are expected
  to continue to be, highly effective in achieving offsetting changes in fair
values due to changes in the risks being hedged.

       We will discontinue
  referencing the “short cut” method in our related derivative financial
  instruments and hedging disclosures and we undertake to provide additional
disclosure of the effectiveness of the hedging relationship in future filings.

  Item 15. Controls and Procedures, page 73

      4.

      We note that your
      principal executive officer and principal financial officer performed an
      evaluation of your disclosure controls and procedures as of December 31,
      2003 and 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 that you performed the evaluation and have presented your conclusions as
of December 31, 2004, rather than December 31, 2003. In addition, 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.

     We
  supplementally confirm to the Staff that our disclosure controls and procedures
  are effective in ensuring that information required to be disclosed in the
  reports that we file or submit under the U.S. Securities Exchange Act of 1934,
  as amended, (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 to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial
officers, to allow timely decisions regarding required disclosure. We confirm that such procedures were performed and conclusions reached as of December 31, 2004. In response to the Staff’s
comment, we undertake to include such disclosure in future filings.

      5.

      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.

       We supplementally
  confirm to the Staff that there was no change in our internal control over
  financial reporting that occurred during fiscal year 2004 (including the fourth
  fiscal quarter) that has materially affected, or is reasonably likely to materially
  affect, our internal control over financial reporting. In response to the Staff’s
comment, we undertake to include the requisite disclosure in future filings.

  TELE LESTE CELULAR PARTICIPAÇÕES
S.A.

  COMPANY STATEMENT

       On behalf of
  TELE LESTE CELULAR PARTICIPAÇÕES S.A., a Brazilian corporation
  (the “Company”), the undersigned hereby
acknowledges the following:

      1.

      The Company is responsible for the adequacy and accuracy of the disclosure in the filings;

      2.

      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

      3.

      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
WITNESS WHEREOF, I have executed this statement of the Company on this 21st day of September, 2005.

       TELE
      LESTE CELULAR PARTICIPAÇÕES S.A.

      By:
      /s/ Paulo Cesar Pereira Teixeira

      Name:
      Paulo
      Cesar Pereira Teixeira

      Title:
      Executive
      Vice President for Operations