SecProbe.io

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      							June 7, 2005

Francisco Jose Azevedo Padinha
Chief Executive Officer
Telesp Celular Participacoes S.A.
Av. Doutor Chucri Zaidan 860, 04583-110
Sao Paulo, SP, Brazil

	Re:	Telesp Celular Participacoes S.A.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed April 15, 2005
		File No. 333-09470

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 5.  Operating and Financial Review and Prospects, page 31

A.  Operating Results, page 34

1. It appears that your segments contribute in a disproportionate
way
to your operating results.  In future filings, discuss your
results
of operations for your Telesp Celular and Global Telecom segments
in
addition to your discussion of consolidated results and the
results
of the TCO segment.  Refer to Section 501.06 of the Codification
of
Financial Reporting Policies.

B.  Liquidity and Capital Resources, page 44

2. We note your disclosure at page 62 that you did not pay
dividends
or interest on shareholders` equity for the years ended December
31,
2004, 2003, or 2002.  In this regard, tell us the nature of the
dividend and interest on equity payments that consumed cash flows
of
R$85.3 million, R$91.3 million and R$5.7 million in 2004, 2003,
2002
and how you accounted for these payments.

Item 15.  Controls and Procedures, page 87

3. 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.

4. 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.

Consolidated Financial Statements for the Years Ended December 31,
2003, 2003 and 2002, page F-1

Note 3.  Summary of the Principal Accounting Practices, page F-13

5. We note your statement that the financial statements of
indirect
subsidiaries based overseas are converted at the exchange rate as
of
the balance sheet date.  Tell us how you applied the guidance in
SFAS
52 in determining your policy for foreign exchange translation
adjustments for US GAAP reporting.

Note 11.  Income Taxes, page F-18

6. We note that you have recorded total deferred tax assets of
R$1,337,281.  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
carryforward and why you believe that your subsidiary`s tax loss
carryforwards will be fully utilized in two years.

Note 37.  Summary of the Differences Between BR CL and US GAAP,
page
F-54

c.  Exchange of Shares for Minority Interest in Telesp Celular
S.A.,
Telebrasilia Celular S.A., and Tele Centro Oeste Celular
Participacoes S.A., page F-55

7. Explain for us in more detail the nature of the differences in
accounting policies for the exchange of shares for minority
interests
between Brazilian Corporate Law and US GAAP.  It is unclear how
you
account for such transactions under Brazilian Corporate Law, based
on
this second paragraph of this footnote.  Is the adjustment to the
capital reserve a reduction or an increase in shareholder`s
equity?
In addition, clarify for us why you have not recorded any entries
in
your statement of changes in shareholders` equity for the year
ended
2004 to reflect the acquisition of the remaining minority
interests
in certain subsidiaries.

d.  Acquisitions, page F-56

8. We note that during the year ended December 31, 2002, you
recorded
an impairment under US GAAP of R$421.4 million relating to the
entire
balance of goodwill from your acquisition of GT and Holdings.
Tell
us what circumstances resulted in the impairment of this goodwill
in
the same year as the acquisition.

o.  Derivative Financial Instruments, page F-66

9. 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.

Note 38.  Additional Disclosures Required by US GAAP, page F-71

g.  Segment Information, page F-76

10. We note your disclosure of information on your reportable
segments as of December 31, 2004.  In future filings, disclose the
information required by SFAS 131 for each segment for the year
ended
December 31, 2003.

*    *    *    *

      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
Telesp Celular Participacoes S.A.
June 7, 2005
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