Telesp Celular Participacoes S.A. Announces Voluntary Cash Tender Offer for Preferred Shares of TCO

Telesp Celular Participacoes S.A. Announces Voluntary Cash Tender
Offer for Preferred Shares of TCO 


SAO PAULO, Brazil, Aug. 25  /PRNewswire-FirstCall/ -- Telesp Celular
Participacoes S.A. - "TCP" or "Company" (NYSE: TCP; and BOVESPA: TSPP3 (common
shares), TSPP4 (preferred shares)), and Tele Centro Oeste Celular Participacoes
S.A. - "TCO" (NYSE: TRO; and BOVESPA:  TCOC3 (common shares), TCOC4 (preferred
shares)), inform their respective shareholders that the Board of Directors of
TCP, the controlling shareholder of TCO, intends to launch a Voluntary Public
Tender Offer ("VTO") for the acquisition of up to 84,252,534,000 preferred
shares issued by TCO ("Maximum Number of Shares"). In no event will TCP
purchase more than the Maximum Number of Shares.  In the event of excess of
demand in the auction, a pro rata adjustment will be made among the
shareholders participating in the VTO.

The price will be R$10.70 (ten Brazilian reais and seventy centavos) per lot of
thousand shares ("Price"), which represents a premium of 20% (twenty percent)
over the weighted average closing price of the preferred shares of TCO over the
last 30 (thirty) trading days on the Sao Paulo Stock Exchange ("Bovespa").  The
Price will be paid upon delivery of the shares, in Brazilian reais, pursuant to
the rules issued by the Companhia Brasileira de Liquidacao e Custodia - CBLC
(the Brazilian Settlement and Custody Company) and the terms that will be set
forth in the public notice (Edital) for the VTO.

The other terms and conditions of the VTO will be published at the appropriate
time by means of an Edital once the procedures for the auction have been agreed
with Bovespa.

The number of shares that TCP will be offering to acquire has been determined
to allow TCP to increase its participation in the share capital of TCO without
suppressing the liquidity of the remaining preferred shares for purposes of
applicable regulations (specifically Instruction no. 361 of March 5, 2002).

Please access the full press release on SEC website, CVM website and or
http://www.vivo.com.br/ir.

   CONFERENCE CALL TO DISCUSS THESE ISSUES
   English Event:
   Date: August 25, 2004 (Wednesday)
   Time: 12 pm  (Sao Paulo time) and 11 am (New York time)
   Telephone: [phone] (International participants)
   Telephone: [phone] (US/Canada participants)
   ID code:  Vivo or 5099819
   Webcast: http://www.vivo.com.br/ir

DATASOURCE: Telesp Celular Participacoes S.A.



CONTACT: Investor Relations: Ronald Aitken and Arthur Fonseca,

[phone], or , both for Telesp Celular Participacoes

S.A.



Web site:  http://www.vivo.com.br/ir 

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