SecProbe.io

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                             SHEARMAN & STERLING LLP

FAX: +55 11 3702-2224     FARIA LIMA FINANCIAL CENTER                  ABU DHABI
www.shearman.com       AVENIDA BRIGADEIRO FARIA LIMA, 3400               BEIJING
                             04538-132 SAO PAULO--SP                    BRUSSELS
                                     BRAZIL                           DUSSELDORF
                                +55 11 3702-2200                       FRANKFURT
                                                                       HONG KONG
                                                                          LONDON
                                                                        MANNHEIM
WRITER'S DIRECT NUMBER:                                               MENLO PARK
                                                                          MUNICH
                                                                        NEW YORK
(55) 11 3702 2227                                                          PARIS
                                                                            ROME
WRITER'S EMAIL ADDRESS:                                            SAN FRANCISCO
sfrautschi@shearman.com                                                SAO PAULO
                                                                       SINGAPORE
                                                                           TOKYO
August 17, 2005                                                          TORONTO
                                                                WASHINGTON, D.C.
BY EDGAR AND FACSIMILE

Mr. Larry Spirgel
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0405
Fax: (202) 772-9205

                     Tele Norte Celular Participacoes S.A.,
                 Form 20-F for the year ended December 31, 2004
                              File No. 333-09514-09

Dear Mr. Spirgel:

         Tele Norte Celular Participacoes S.A., (the "Company") has received the
Staff's comment letter dated July 26, 2005 concerning the above-referenced
filing on Form 20-F. On behalf of the Company, we advise you as follows
regarding your comments as noted below:

SEC Comment No. 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.

Response to Comment No. 1.

As of December 31, 2004, the Company was in violation of the certain covenants
in its credit agreement with BNDES and other parties. The Company obtained a
waiver from BNDES and

           Shearman & Sterling LLP is a limited liability partnership
              organized in the United States under the laws of the
                State of Delaware, which laws limit the personal
                             liability of partners.

<PAGE>

from the other parties prior to issuance of the financial statements. The lender
provided the company with a waiver of the effects of the breach of the covenants
at December 31, 2004. No grace period was provided to cure the breach of
covenant. At the time the waiver was granted the company expected to cure the
event of default by the time of the next contractual measurement date (the date
at which the covenants would next be evaluated for possible breach). By the time
the 2004 Form 20F was filed the company's short-term projections indicated that
it would clear the covenants at the interim measurement date of June 30, 2005.
This has proven to be the case. Accordingly, no reclassification of long-term
debt balances to current liabilities, as would otherwise have been required by
EITF 86-30, was necessary.

As of December 31, 2003, the Company was in violation of certain covenants in
its credit agreement with the Export and Development Corporation - EDC. The
Company obtained waivers prior to issuance of the financial statements and
certain financial ratios were amended on terms more favorable to the Company.
The lender provided the Company with a waiver of the effects of the breach of
the covenants at December 31, 2003. No grace period was provided to cure the
breach of covenant. Since then, the Company has not breached any financial
covenants with EDC. Accordingly, no reclassification of long-term debt balances
to current liabilities, as would otherwise have been required by EITF 86-30, was
necessary.

As of December 31, 2002, the Company was in violation of the certain covenants
in its credit agreement with BNDES and other parties. The company obtained a
waiver from BNDES and other parties prior to issuance of the financial
statements and certain financial covenants were amended on terms more favorable
to the Company. The lender provided the Company with a waiver of the effects of
the breach of the covenants at December 31, 2002. No grace period was provided
to cure the breach of covenant. Accordingly, no reclassification of long-term
debt balances to current liabilities, as would otherwise have been required by
EITF 86-30, was necessary.

SEC Comment No. 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.

Response to Comment No. 2.

The Company confirms that management, with the participation of the CEO and CFO,
evaluated the effectiveness of the Company's disclosure controls and procedures
as of December 31, 2004. Based on this evaluation, the CEO and CFO have
concluded that the Company's disclosure controls and procedures were effective
to provide reasonable assurance that information required

                                                                               2

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to be disclosed by the Company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission's rules and forms, and is accumulated and
communicated to management, including the CEO and CFO, to allow timely decisions
regarding required disclosure. As requested, the Company will revise its
disclosure in future filings to better reflect its compliance with Rule
13a-15(e).

SEC Comment No. 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.

Response to Comment No. 3.

The Company confirms that there was no change in its internal control over
financial reporting that occurred during its 2004 fiscal year that has
materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting. As requested, the Company will revise its
disclosure in future filings to better reflect the disclosure required by Item
308(c) of Regulation S-K.

SEC Comment No. 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."

Response to Comment No. 4.

Consistent with SAB 11:B, the Company will remove the caption "Gross margin" and
indicate the amount of applicable depreciation excluded from "Cost of services"
in future filings.

SEC Comment No. 5.

                                                                               3

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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.

Response to Comment No. 5.

The Company has followed guidance provided by EITF 01-14 in presenting revenues
net of taxes on telecommunications services. The taxes that have been netted
against gross revenues include ICMS (Tax on Circulation of Goods and Services),
PIS (Social Integration Program) and COFINS (Contribution to Financing Social
Security). These taxes are determined on a value-added basis (taxes paid on
allowable inputs are offset against taxes determined upon sale to the Company's
customers) and are passed directly on to the Company's customers. Based on the
collective weight of the EITF 99-19 indicators (placing an emphasis on the
primary obligor indicator) the Company submits that the characterization of
reimbursements received for these expenses incurred as revenue is appropriate.

FUST (Contribution for the Fund for Universal Access to Telecommunications
Services) and FUNTTEL (Contribution for the Fund of Telecommunications
Technological Development) are imposed on certain operating revenues after
deduction of the value-added taxes mentioned above and discounts. These two
taxes may not be passed directly on to customers.

The other tax on telecommunications services, called FISTEL (Telecommunication
Inspection Fund), consists of two types of fees: (i) a fee assessed on
telecommunication stations upon the issuance of their authorization
certificates; and (ii) an annual operations inspection fee that is based on the
number of authorized stations in operation at the end of the previous calendar
year. FISTEL may not be directly passed on to customers.

Therefore, FUST, FUNTTEL and FISTEL taxes are levied directly on the Company's
operations and are included in "Cost of services."

SEC Comment No. 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.

Response to Comment No. 6.

On December 27, 1999, as permitted by Article 157 of Brazilian Corporate Law and
Instructions N(degree). 31/84, 319/99 and 320/99 of the Comissao de Valores
Mobiliarios, or CVM (the Brazilian Securities Commission), Telpart Participacoes
S.A., a major shareholder of the Company, subscribed for and paid in, through
transfer of its investment and corresponding goodwill asset ("Goodwill") in the
Company, 100% of the capital in a new entity, called "30 de Agosto Participacoes
S.A."

                                                                               4

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The objective of the down-stream merger, or the legal reorganization, was to
assure realization of the tax benefits arising from the amortization of the
Goodwill paid over book value of R$147,932 thousand on its acquisition of shares
of the Company by transferring to the Company the tax benefit arising from the
amortization of the Goodwill. The purchase consideration included 64,501,151,125
shares in the Company and the corresponding Goodwill. The down-stream merger of
30 de Agosto Participacoes S.A. was approved by the shareholders on December 28,
1999, whereupon 30 de Agosto Participacoes S.A was merged into the Company. In
the down-stream merger, the shareholders of Telpart Participacoes S.A. received
shares of the Company in exchange for their shares in 30 de Agosto Participacoes
S.A.

Under Brazilian GAAP and Brazilian Corporate and Tax Law, goodwill is generally
not tax deductible and represents the difference between consideration paid and
the book and tax value of the underlying assets. By effecting a downstream
merger, the goodwill is converted to a deferred asset (`Deferred charge'), which
is tax deductible. This transaction does not change the Brazilian or US GAAP
book basis, though it does increase the tax basis of the assets.

For US GAAP purposes, in accordance with EITF 94-10, tax effects caused by
transactions with shareholders are not included in the Company's statement of
operations but rather in equity. Therefore, the Company recorded a deferred tax
asset of R$48,818 thousand with an offsetting amount recorded in Capital
reserve. The deferred tax asset will be realized as the tax benefits are
recognized for local tax purposes over a period of up to 10 years.

In accordance with Brazilian Corporate law, the Company may issue shares (pro
rata both common and preferred) based on the different pricing criteria
permitted by such law to the contributing shareholder for the amount of the tax
benefits recognized by the Company. However, the minority shareholders will be
given the right to purchase their pro rata share of this capital stock increase
in order to prevent dilution. In the event the minority shareholders do not
exercise their preemptive rights, these shares will be issued to the majority
shareholders.

These potential shares are considered contingent shares and since it is not
possible to determine the pricing criteria the Company will use, these shares
are not included in either basic or diluted earnings per share calculation, in
accordance with SFAS 128.

This transaction does not relate to the capitalization of retained earnings
mentioned in Note 9(a) to the financial statements.

Under Brazilian GAAP these transactions were originally booked by recording an
asset for the full amount of the Deferred charge against a