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 June 27, 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 Telecomunicacoes de Sao Paulo S.A. - Telesp (Form F-6, Registration No. 333-9474). ************************ 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, ___________________ Monica Vieira Assistant Treasurer Tel (212) 815-4831 Fax (212) 571-3050 E-mail: mvieira@BankofNY.com Encl. cc: Paul Dudek, Esq.