THE BANK OF 
NEW YORK
NEW YORKS FIRST BANK - FOUNDED 1784 BY 
ALEXANDER HAMILTON
101 BARCLAY STREET, NEW YORK, N.Y. 
10286
AMERICAN  DEPOSITARY  RECEIPTS


May 4, 2005

U.S. Securities & Exchange 
Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn.:  Document Control

Re:   American Depositary 
Shares evidenced by American 
Depositary Receipts 
representing non-voting 
preferred shares of Tele Centro 
Oeste Participacoes S.A. (Form 
F-6, Registration Nos 333-
13324 and 333-9452).

************************

Ladies and Gentlemen:

Pursuant to Rule 424(b)(3) under the 
Securities Act of 1933, as amended, on 
behalf of The Bank of New York, as 
Depositary for securities against which 
American Depositary Receipts are to be 
issued, we attach a copy of the new 
prospectus (Prospectus) reflecting a 
change in the number of shares 
represented by each American 
Depositary Share.

As required by Rule 424(e), the upper 
right hand corner of the cover page has a 
reference to Rule 424(b)(3) and to the 
file number of the registration statement 
to which the Prospectus relates.

Pursuant to Section III B of the General 
Instructions to the Form F-6 
Registration Statement, the Prospectus 
consists of the revised form of ADR 
certificate.
                                                                     
Please contact me with any questions or 
comments on 212 815-4831. 

Very truly yours,


___________________
/s/ Monica Vieira
Assistant Treasurer
Tel (212) 815-4831
Fax (212) 571-3050
E-mail: mvieira@BankofNY.com	
 

Encl.

cc:    Paul Dudek, Esq.