If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Brasilcel N.V. holds 515,079,458,274 preferred shares, and Brasilcel N.V.`s indirect wholly owned subsidiary Portelcom Participações S.A. holds directly 4,608,516 preferred shares. A portion of the preferred shares held by Brasilcel is held in the form of American Depositary Shares, or ADSs. See Item 5.

        This Amendment No. 4 amends and restates the Schedule 13D filed July 16, 2003, as amended by Amendment No. 1 filed on October 13, 2004 ("Amendment No. 1"), Amendment No. 2 filed on October 19, 2004 and Amendment No. 3 filed on January 3, 2005, by the entities identified on the cover pages of this Schedule 13D (collectively, the "Reporting Persons"). This amendment relates to the preferred shares, no par value (ações preferenciais), of Telesp Celular Participações S.A., a corporation organized under the laws of the Federative Republic of Brazil, or TCP. The address of the principal executive office of TCP is Avenida Roque Petroni Jứnior, 1,464 - Morumbi, 04707-000 São Paulo, SP, Brazil, and the company`s phone number is (55) 11-5105-1207.

        The Reporting Persons are filing this Amendment No. 4 to revise information previously reported in light of the completion of the reoffering rounds of TCP`s previously announced rights offering and the related public auction.

        The last paragraph of Item 3 is hereby replaced in its entirety by the following three paragraphs:

        On November 9, 2004, TCP commenced an offering of preemptive rights to holders of its existing preferred shares and common shares. The rights exercise period for holders of ADSs representing preferred shares expired on December 10, 2004, and the rights exercise period for holders of preferred shares in Brazil expired on December 17, 2004. Brasilcel subscribed for 133,077,526,590 new preferred shares of TCP (including 252,369 preferred shares subscribed for on behalf of its wholly owned subsidiary Portelcom Participações and 28,543,637,500 preferred shares represented by ADSs) in the initial rights exercise period for a total price of R$665,387,632.95 plus, with respect to the preferred shares represented by ADSs, currency conversion expenses, ADS issuance fees and Brazilian financial transaction taxes. In connection with the initial rights exercise period, Portelcom Participações ceded to Brasilcel the right to subscribe for preferred shares on its behalf.

        On December 21, 2004 and December 27, 2004, TCP commenced the first and second reoffering rounds, respectively, for holders of preferred shares, and such reoffering rounds expired on December 23, 2004 and December 29, 2004, respectively. On January 4, 2004, TCP held an action at the São Paulo Stock Exchange with respect to shares that remained unsubscribed after the two reoffering rounds for. During the first reoffering round, Brasilcel subscribed for 2,238,762,424 new preferred shares of TCP for a total price of R$11,193,812.12. During the second reoffering round, Brasilcel subscribed for 148,344,295 new preferred shares of TCP for a total price of R$741,721.48. In addition, Portelcom Participações subscribed for 3,888,608 new preferred shares of TCP for a total price of R$27,025.83 at the auction held on January 4, 2004.

        Brasilcel obtained the necessary funds from a capital increase from its controlling shareholders Portugal Telecom and Telefónica Móviles, except that the consideration for a portion of the 252,369 preferred shares acquired on behalf of Portelcom Participações was a tax credit accrued by Portelcom Participações in 2003 relating to the premium it paid for the acquisition of shares of TCP when it was privatized in 1998. Under Brazilian securities regulations, a controlling shareholder may use such a tax credit as consideration for shares subscribed for in a capital increase, so long as preemptive rights are granted to minority shareholders. Portugal Telecom obtained the necessary funds for its portion of the capital contribution to Brasilcel from available funds including issuances of commercial paper under an existing commercial paper facility available for general corporate purposes. Telefónica Móviles obtained the funds for its portion of the capital contribution to Brasilcel from Telefónica, which obtained the funds from existing working capital credit lines. The new preferred shares were delivered by TCP beginning on January 12, 2005, and the new ADSs related to the preemptive rights period and the first and second reoffering rounds are expected to be delivered on or about January 14, 2005.

        The last paragraph of Item 4 is hereby amended and restated in its entirety as follows:

        On October 8, 2004, TCP announced a capital increase in an amount of up to R$2,054 million, to be effected through offerings of preemptive rights, first and second reoffering rounds and the auction described in Item 3 above. Brasilcel, on behalf of itself and Portelcom Participações, fully exercised the rights it received in the rights offering and acquired additional preferred shares in the first and second reoffering rounds, and Portelcom Participações purchased additional preferred shares in the action held on January 4, 2005 at the São Paulo Stock Exchange, in order to participate in the capital increase and to avoid the dilution of their ownership interest in TCP.

        Item 5 is hereby amended and restated in its entirety as follows:

        (b) Brasilcel has sole power to vote or to dispose of the preferred shares of TCP it holds (subject to customary limitations on voting pursuant to the applicable deposit agreement with respect to preferred shares held in the form of ADSs). Portelcom Participações and its parent Brasilcel each may be deemed to have sole power to vote or to dispose of preferred shares of TCP that Portelcom Participações holds directly. Pursuant to the joint venture arrangement described in Item 6 to Amendment No. 1, Telefónica Móviles, on one hand, and, Portugal Telecom and PT Móveis (and its parent TMN), on the other hand, have equal voting rights in Brasilcel and therefore each may be deemed to share the power to vote or to dispose of preferred shares of TCP held directly and indirectly by Brasilcel. Telefónica, as the parent of Telefónica Móviles, may therefore also be deemed to share the power to vote or to dispose of preferred shares of TCP held directly and indirectly by Brasilcel.

        Pursuant to Item 5(b) of the instructions to Schedule 13D, the Reporting Persons are required to provide certain information regarding Portugal Telecom and PT Móveis, with whom they may be deemed to share the power to vote or to dispose of preferred shares of TCP held directly and indirectly by Brasilcel. The information contained in Item 2 to the Schedule 13D filed by Portugal Telecom, TMN, PT Móveis, Brasilcel and Portelcom Participações on October 13, 2004 with respect to the preferred shares of TCP (except for the information in such Item 2 relating to Brasilcel, Portelcom Participações and their directors and officers), as amended by Amendment No. 2 to the Schedule 13D filed by Portugal Telecom, TMN, PT Móveis, Brasilcel and Portelcom Participações on December 23, 2004, is hereby incorporated by reference into this document. However the Reporting Persons have not independently verified that information and take no responsibility therefor.

        (c) None of the Reporting Persons has effected any transaction in the preferred shares of TCP in the past 60 days other than those transactions described in Items 3 and 4 above. To the knowledge of the Reporting Persons, none of the persons listed on Schedule 1 hereto has effected any transactions in the preferred shares of TCP in the past 60 days.

        (d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of the preferred shares of TCP held directly and indirectly by Brasilcel, except for the rights and powers of Portugal Telecom and PT Móveis under the joint venture arrangement described in Item 6 to Amendment No. 1 and the rights and powers of TMN as the controlling shareholder of PT Móveis.

        (e) Not applicable.

        Item 6 is hereby amended by adding the following at the end thereof:

        Transfer of Right to Participate in TCP Rights Offering

        In connection with the initial rights exercise period of the rights offering of TCP described in Item 3 above, Portelcom Participações ceded to Brasilcel the right to subscribe for preferred shares on its behalf.

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.