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TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A. CNPJ/MF nº 02.558.132/0001-69 - NIRE 533 0000580 0 Publicly-held Company with Authorized Capital

 

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS

HELD ON JANUARY 02, 2006

1. DATE, TIME AND PLACE: January 02, 2006, at 8:30 a.m., at Av. Roque Petroni Júnior, 1464, 6º andar, lado B, São Paulo - SP.

2. CHAIRMANSHIP OF THE MEETING: Fernando Xavier Ferreira – Chairman of the Meeting; Breno Rodrigo Pacheco de Oliveira - Secretary.

3. INSTATEMENT: The meeting was instated with the attendance of the undersigned Directors, there being a quorum under the terms of the Company’s Bylaws.

4. AGENDA AND RESOLUTIONS:

4.1. Approval of the substitution of the present Vice-President of Regulatory Matters and Institutional Relations, Mr. Roberto Oliveira de Lima, elected at the Meeting of the Board of Directors on August 17, 2005. Mr. Sérgio Assenço Tavares dos Santos, Brazilian, widower, engineer, holder of identity card nº 131.306 SSP/DF, enrolled with the CPF/MF under nº 059.499.471-34, residing and domiciled in Brasília – DF, business address at SCS, quadra 02, bloco C, nº 226, Edifício Telebrasília Celular, 7º andar, Brasília – DF, was ELECTED to occupy the above referred position. It is hereby documented that the officer elected herein will occupy the position until the first Meeting of the Board of Directors to be held after the 2006 Annual Shareholders Meeting, and that he declares not to have committed any of the crimes provided for by Law which might prevent him from exercising business activities.

5. CLOSING OF THE MEETING: There being nothing else to be discussed, the meeting was closed, with these minutes having been drawn-up, and after read and approved, are signed by the Directors attending the meeting and by the Secretary, and following transcribed in the proper register.

Signatures: Fernando Xavier Ferreira – Chairman of the Meeting and Chairman of the Board of Directors; Felix Pablo Ivorra Cano; Shakhaf Wine; Luiz Kaufmann and Antonio Gonçalves de Oliveira – Directors; Carlos Manuel de L. e V. Cruz and Luis Paulo Reis Cocco – Directors represented by Mr. Shakhaf Wine; Ignácio Aller Mallo – Director represented by Mr. Felix Pablo Ivorra Cano; Breno Rodrigo Pacheco de Oliveira – General Secretary.

I hereby certify that this is faithful compy of the original minutes, which were drawn-up in the Register of Meetings of the Board of Directors of the Company.

 

Breno Rodrigo Pacheco de Oliveira

General Secretary - OAB/RS nº  45.479

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 19, 2006