SecProbe.io

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Mail Stop 3561

      							July 26, 2005

Mr. Antonio Jose Ribeiro dos Santos
Chief Executive Officer
Tele Norte Celular Participacoes S.A.
SCN Quadra 4, Bloco B, Ed. Centro Empresarial Varig, Torre Oeste,
Sala 702-A
70714-000 Brasilia-DF, Brazil

	Re:	Tele Norte Celular Participacoes S.A.
      Form 20-F for Fiscal Year Ended December 31, 2004
		Filed June 30, 2005
		File No. 333-09514-09

Dear Mr. Santos:

      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 22

B. Liquidity and Capital Resources, page 32

Indebtedness, page 33

1. We note that you breached certain financial covenants contained
in
credit agreements entered into with BNDES and other parties in
2002,
2003, and 2004.  Tell us how you applied the guidance in EITF 86-
30
in determining the proper classification of long-term debt in each
of
these years.

Item 15.  Disclosure Controls and Procedures, page 70

2. We note that your chief executive officer and chief financial
officer concluded that your disclosure controls and procedures
were
"effective to ensure that material information relating to us was
made known to them by others within our company particularly
during
the period in which this annual report and accounts was being
prepared."  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.

3. We note your disclosure that "there were no significant changes
in
our internal controls or in other factors that could significantly
affect these controls and procedures subsequent to the date our
chief
executive officer and our chief financial officer completed their
evaluation, no were there any significant deficiencies or material
weaknesses in our internal controls requiring corrective actions"
(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 Statements of Operations and Comprehensive Income,
page
F-6

4. It appears that the captions "cost of services" and "gross
profit"
exclude depreciation and amortization for property and equipment
directly attributed to the generation of revenue.  If so, we
believe
that this presentation inappropriately reports a figure for income
before depreciation and amortization.  As required by SAB 11:B,
revise your presentation in future filings to either reclassify
the
applicable depreciation to "cost of services" or remove the
caption
"gross margin" and indicate the amount of applicable depreciation
that is excluded from "cost of services."

5. Tell us how you considered the guidance in EITF 01-14 in
determining that it is appropriate to present revenues net of each
of
the taxes on telecommunications services that are described at
page
27.

Note 9 - Shareholders` Equity, Page F-19

(e) Capital reserves, page F-21

6. Explain for us in more detail your accounting treatment for the
future tax benefits associated with the legal reorganization
whereby
Telpart contributed assets to you.  Specifically, clarify how you
account for the usage of the deferred tax assets and the issuance
of
shares to Telpart for the amount of the tax benefits recognized.
In
addition, tell us whether this transaction relates to the
capitalization of retained earnings, discussed at page F-20.
Clarify
your statement that this capitalization does not involve the
issuance
of additional shares.  Tell us the effect, if any, of each of
these
transactions on your earnings per share calculation under SFAS
128.

Note 10- Earnings (loss) Per Share, page F-22

7. Describe for us in more detail how you calculated your net loss
per share for common and preferred stock for the year ended
December
31, 2004.  Tell us how you accounted for the dividends paid to
preferred shareholders of R$4,363.

Note 17 - Swaps, page F-34

8. Tell us your basis for offsetting the fair value of your swap
assets and liabilities, rather than presenting the assets and
liabilities on a gross basis.

Note 18 - Stock-Based Compensation, page F-34

9. We note that the exercise price of the options under Plan B are
subject to adjustment by an inflation index.  Tell us how you
considered these changes in the exercise price in determining
whether
variable accounting was required for these options under the
guidance
in FIN 44.  In addition, tell us how you accounted for the reduced
exercise price resulting from the 20% discount from the market
price
at the date of grant and your basis in the accounting literature.

*    *    *    *

      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 file your response letter on EDGAR.  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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Mr. Antonio Jose Ribeiro dos Santos
Tele Norte Celular Participacoes S.A.
July 26, 2005
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