SECURITIES AND EXCHANGE COMMISSION

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

For the month of June, 2004
Commission File Number 001-14489

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

Tele Centro Oeste Celular Participações Holding Company
(Translation of Registrant’s name into English)

SCS — Quadra 2, Bloco C, Edifício Anexo-Telebrasília Celular
-7° Andar, Brasília, D.F.
Federative Republic of Brazil
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

Form 20-F   þ   Form 40-F   o

Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.

Yes   o   No   þ

SIGNATURE

     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: June 24, 2004

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

		Condomínio São Luiz Tower I – 8th Floor Av. Pres. Juscelino Kubitschek, 1830 04543-900 – São Paulo – Sp – Brazil		Telephone: (11) 3523-5372 Fax: (11) 3523-5499

São Paulo, April 28^th, 2004.

To
Board of Directors
TCO Celular Participações S.A.
SCS Quadra 2 BL C 226, 7th floor
Brasília – DF – Brazil

Dear Sirs.

As per your request, we present the economic-financial valuation report of the companies TCO Celular Participações S.A. (“TCO Holdings” or “TCO”); Teleacre Celular S.A., Telegoiás Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A. and Norte Brasil Telecom S.A. (“TCO Operators”), based on their future profits projection, by applying the Discounted Cash Flow methodology.

The values obtained from the TCO Holdings and TCO Operators economic-financial valuations should be used for the following purposes: i) as value references for the TCO Operators stocks merger operation into TCO Holdings according to the Federal Law n. 6.404/76, Article 252, §1st; ii) as value references for the goodwill transference operation involving the Vivo Group companies Telesp Celular Participações S.A. (“TCP”) and TCO according to the CVM Instruction n. 319. Therefore, the economic-financial valuations presented herein should not be used for any other purpose.

The reference date of this report is March 31^st, 2004, and the considered projection period is 9 (nine) years and 9 (nine) months from April 2004 to December 2013 and perpetuity.

This report addresses the objective, scope, procedures and methodology adopted and our conclusions on the marketing and operating assumptions that involved the calculation of the companies economic values.

As a final result of this work, we obtained the fair market values ranging from:

		Condomínio São Luiz Tower I — 8th Floor Av. Pres. Juscelino Kubitschek, 1830 04543-900 — São Paulo — Sp — Brazil		Telephone: (11) 3523-5372 Fax: (11) 3523-5499

For the TCO Operators stocks merger operation into TCO Holdings (except for Norte Brasil Telecom, which is a full controlled company yet) we obtained the following average ratios from the division of TCO Holdings (Consolidated) average fair market value per 1,000 stocks by each TCO Operators average fair market value per stock:

ii) 3.921 for Teleacre;
iii) 14.370 for Telegoiás;
iv) 90.563 for Telemat;
v) 31.957 for Telems;
vi) 23.886 for Teleron;

We point out that, if the mentioned ratios are utilized, the stocks substitution relations fixed on the corporate documentation related to the stocks merger operation will guarantee, by the economic-financial point of view, equal treatment for all the companies involved. The mentioned ratios consider the total number of stocks offered by the companies, except the stocks in treasury, without any class or type distinction.

We thank you for the opportunity you have given us to cooperate with TCO and the assistance given by your officers and staff during this work.

Sincerely,

SUMMARY

Transaction Advisory Services

I – GENERAL CONSIDERATIONS

To reach the objective of our economic-financial valuation work, we have applied procedures, always based on historical, economic and market facts. The amounts presented herein result from historical financial and managerial data analysis, as well as projections of future events and the following should be taken into consideration:

II – LIMITATION ON DISTRIBUTION AND UTILIZATION

This report and the opinions as well as the conclusions contained herein are meant to be used by TCO and its shareholders. However, we are aware of TCO Holdings and TCO Operators are joint-stock companies and should notice all the interested parties any relevant information of their management, including the present report and its objectives. For any other interested part, TCO must respect the following statements:

1. Ernst & Young should be notified in regards to any distribution of this report, which should be previously approved by our company;

2. The receiving party should agree, in writing, not to distribute this report to any other party belonging to another financial group; and

3. This report should not be distributed in separate parts.

Any user of this report should be aware of the conditions on which this work was based, as well as the Brazilian market and economic situation.

Ernst & Young will answer any questions that the receiving party may have with regard to this report, at the expense of TCO, only if the scope of such questions and answers are previously agreed between TCO and the receiving party.

The results of this report depend on suppositions, which serve as the basis for the projections. The projected cash flows (April 2004 to December 2013) used for the TCO Holdings and TCO Operators economic-financial valuations may differ substantially from the real cash flows, since the suppositions represent future estimates.

The factors that may result in differences between projected cash flows and actual results include changes in the external environment, changes in the internal operating environment of the companies and differences between models. The Discounted Cash Flow method does not anticipate changes in the external and internal environments in which the company is involved, except for those mentioned in this report. The projections are based on our understanding of the companies’ products and on experiences acquired, together with the reports supplied by the companies and discussions with the management team.

This report approaches methods and suppositions used for the development of cash flows. The results will only be relevant for the users subsequent to their understanding of the methods and premises involved in the projections.

The values obtained from the TCO Holdings and TCO Operators economic-financial valuations should be used for the following purposes: i) as value references for the TCO Operators stocks merger operation into TCO Holdings according to the Federal Law n. 6.404/76, Article 252, §1^st; ii) as value references for the goodwill transference operation involving the Vivo Group companies Telesp Celular Participações S.A. (“TCP”) and TCO according to the CVM Instruction n. 319. Therefore, the economic-financial valuations presented herein should not be used for any other purpose.

III – EXECUTIVE SUMMARY

Please follow the current organization chart of TCO Holdings and TCO Operators:

TCO Holdings Consolidated

     Source: TCO

As previously mentioned, our work aimed to perform the TCO Holdings and TCO Operators economic-financial valuations for the following purposes: i) as value references for the TCO Operators stocks merger operation into TCO Holdings according to the Federal Law n. 6.404/76, Article 252, §1^st; ii) as value references for the goodwill transference operation involving the Vivo Group companies Telesp Celular Participações S.A. (“TCP”) and TCO according to the CVM Instruction n. 319. Therefore, the economic-financial valuations presented herein should not be used for any other purpose.

As a final result of this work, we obtained the following fair market values for TCO Holdings (Consolidated) and TCO Operators. It is important to state that the values obtained for TCO Holdings include, besides its interest in TCO Operators, the operational activity as the Band A mobile operator in Brasília:

The above mentioned values would result in the following values per share for TCO Holdings (Consolidated) and TCO Operators:

IV – VALUATION METHODOLOGIES

There are no determined formulas or rules that may be used in any circumstances in the valuation of companies or enterprises. However, academics and market professionals have developed valuation approaches and methods generally accepted.

These ways and methods differ from one to another in the sense that each one focuses different aspects of a business. Even so, and even if formally correct, when applied in practice, they present distinctive aspects and problems for the treatment of the companies core variables.

The valuation approaches and, among them, the valuation methods, should thus be carefully chosen in accordance with the nature and features of the business to be valuated. They also depend on the purpose of the valuation exercise.

The main approaches and methods proposed may be summarized as follows:

For the TCO Holdings and TCO Operators economic-financial valuations we have applied the Discounted Cash Flow methodology (DCF).

IV.1 – Discounted Cash Flow

The Discounted Cash Flow (“DCF”) method is recognized worldwide as the one that more appropriately translates the economic value of an enterprise, company or business that is an integral part of a larger structure, in the operational phase or in the project stage. In this method, the company performance is analyzed under the operational focus and the non-operational results (including the financial results) are dealt separately.

The economic-financial valuation task includes the future behavior projection of the company basic economical parameters. The task is developed in two consecutive stages, as follows:

TCO Holdings and TCO Operators economic parameters identification stage was based on the following: analysis of historical statements and conciliation of the companies’ historical data with macro-economic variables, which consider the economic, social and political environment in which the company is participating.

In the following stage, which represents the economic-financial valuation itself, we projected a scenario that seeks for a real picture of the expectancies for TCO Holdings and TCO Operators.

The projected future results were brought forward to current value by the discount rate, obtaining thus the values of the companies. Non-operating assets and liabilities are added to theses values, obtaining thus the economical values of TCO Holdings and TCO Operators on the reference date.

In this aspect, the company value was determined as per the formula below:

V_N = VP_FOP + VP_P ± V_NOP

Where,

The value conclusion represents the fair market value, which is generally defined as “the highest price, expressed in terms of cash equivalents, at which property would change hands between a hypothetical willing and able buyer and a hypothetical willing and able seller, acting at arms length in an open and unrestricted market, when neither is under compulsion to buy or sell and when both have reasonable knowledge of the relevant facts”.

IV.1.1 — Cash Flow

The following basic guidelines were adopted for the projection of the company operational cash flow:

IV.1.2 — Discount Rate

The discount rate used to determine the current operational cash flow of TCO Holdings and TCO Operators, corresponds to the Weighted Average Cost of Capital (WACC).

The Weighted Average Cost of Capital is the appropriate rate to discount the operational cash flows because it reflects the capital providers opportunity cost, weighted by the companies capital structure.

The Weighted Average Cost of Capital is defined by the following formula:

WACC = (E/(E+D)) * RE + (D/(E+D)) * RD

Where,

IV.1.3 — Capital Structure

For the calculation of the discount rate, we used an optimal capital structure provided by TCO management, which we considered reliable obtaining thus the parameters D (debt) and E (equity).

The Cost of Equity (RE)

The CAPM model equation is:

R_E = R_F+β* [E(R_M) - R_F] + a_BR

Where:

The following procedure is adopted to define Betas:

It is important to note that the Betas observed in the capital markets for peer companies includes the different levels of leverage of these companies. Therefore, it is necessary to extract the leverage factor in order to calculate the risk factor determined by the market on the operational risks inherent to the businesses. For such, the following formula is applied:

#_d=#/[1+(1-T)*(D/E)]

Where:

After defining the capital structure of the company/unit, the new Beta should be calculated, now re-leveraged, based on the following formula:

β_r=β_d*[1+(1-T)*(D/E)]

Where,

The Cost of Debt (RD):

The cost of capital measures the companies cost of borrowings for the financing of projects. In general terms it is determined by the following variables:

The Income Tax and Social Contribution rates have a direct bearing on the cost of debt, since these payments are deductible for tax purposes. Thus, the cost of debt is given by the following formula:

RD = RB * (1 — T)

Where,

The cost of debt is not the coupon rate on bonds that the companies have outstanding, nor the rate at which the companies were able to borrow in the past. Though these may determine the real interest cost that the companies will have to pay in the current year, they do not determine the after-tax cost of the debt. Basically, the rate to be considered would be the one that the companies could borrow money in the future.

IV.1.4 — Residual Value/Perpetuity Method

The most used method for the calculation of the residual value is the perpetuity method, which calculates the residual value as being the current value of a cash flow considered as standard perpetuated after the last year of projection.

For the period subsequent to the projected horizon, this method is based on some premises, as follows:

The residual value on the date of the last projected flow is given by the following formula:

Residual Value = Adjusted Operating Cash Flow * (1+ g)
WACC — g

Where:

V — MARKET ANALYSIS

V.1 — Mobile Telephony Market

The demand for mobile telephones in Brazil has a different characteristic from that observed in developed countries. In these countries, where the demand for conventional telephony has been fully supplied, the mobile phone is an extra convenience. In Brazil, the mobile telephone service has a higher fee but it allows a quicker expansion. So it became an alternative for a huge not attended demand for conventional telephony.

This demand profile allowed the pre-paid subscribers base to quickly overcome the post-paid base, representing 72% of the mobile telephone plant in 2002, against 38% in 1999. It implied in a decrease of the average revenues per user from R$73/per month (1999) to R$45/per month (2002) because of the low revenues generated by a pre-paid subscriber in relation to the post-paid ones.

The solution for this problem has been the stimulation of the traffic with the wireless services for data transmission and Internet access increase.

V.2 — The Market in 2003

Unlike other sectors in the Brazilian economy, the one dedicated to mobile phones has shown good results in 2003. Such positive evolution may be accounted by an increase in the number of operators and by the fact that tougher competition has caused a decline in mobile phone (activation) prices. In addition, sale through traditional outlets has allowed mobile phones to be bought on credit.

The adverse economic environment (higher unemployment, lower income), which kept consumers away from higher price appliances, led demand towards mobile phones, mainly on special dates, such as Mother’s Day and Valentine’s Day. This had already occurred on Christmas 2002.

The technological appeal of mobile phones has also prompted sales. Such features as Internet access, software download and embedded cameras have kept the market active.

VI — COMPANY ANALYSIS

TCO Holdings controls six mobile phone operators: Teleacre Celular S.A., Telegoiás Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A. and Norte Brasil Telecom S.A., in 11 Brazilian states and in the Federal District: Goiás, Mato Grosso, Mato Grosso do Sul, Rondônia and Tocantins — Area 7 - and Acre, Amazonas, Amapá, Maranhão, Pará and Roraima - Area 8.

Established on May 22^nd, 1998, Tele Centro Oeste Celular Participações S.A. – TCO Celular – emerged upon the privatization of Sistema Telebrás, when former holding company Telebrás was restructured and divided into 12 new holding companies. On June 29^th, 1998, when the Federal Government sold its ownership interest in the 12 holding companies, TCO Celular was acquired by Splice do Brasil Telecomunicações, and Eletrônica S.A. – through its subsidiary BID S.A..

TCO Celular acquired, at the auction, the right to exploit mobile phone Band B in concession Area 8, which comprises Brazil’s Northern Region and the State of Maranhão. In October 1999, Norte Brasil Telecom S.A. — NBT commenced its operations with 100% digital technology (TDMA).

In April 2001, TCO IP – a wholly owned subsidiary of TCO Celular – was established. TCO IP’s main business purpose is that of providing telecommunication services in general, including data and multimedia telecommunication, both within the Brazilian territory and internationally.

On April 26^th, 2002, TCO Celular held a Special Meeting where the merger of Telebrasília Celular S.A. into the Company and the transfer of the absorbed entity’s mobile phone concession rights were approved.

On January 16^th, 2003, TCO Celular advised its shareholders and the public that it had noticed (through its controlling shareholder) about the Preliminary Stock Purchase Agreement between its controlling shareholder and Brasilcel N.V. for transfer of majority interest in the Company to Telesp Celular Participações S.A. or other corporation belonging in the Brasilcel N.V. group (a Joint Venture of Portugal Telecom, SGPS, S.A., PT Móveis, SGPS, S.A. and Telefónica Móviles, S.A.).

On April 28^th, 2003, TCO Celular announced the transfer of majority ownership interest in the Company to Telesp Celular Participações S.A. The financial settlement of the operation and the transfer of shares representing majority ownership interest in TCO took place on the same date.

In February 2003, TCO, as a holding company for mobile phone services (SMC) in Regions 7 and 8 and holder of 3.18 million clients (March/2003), decided to substitute its SMC Concession Contracts for the Personal Mobile Phone Services Authorization Statement (SMP) in regions I (sub-frequency “B”) and II (sub-frequency “A”) of the General Plan for Concession Grants PGO.

VII — GENERAL ASSUMPTIONS

The general assumptions adopted, so as to faithfully and realistically reflect the companies operations, are described below:

VIII — DISCOUNT RATE

The main assumptions for the discount rate calculation are shown below:

Where,

IX — RESULTS FOUND

TCO HOLDINGS¹

Company Economic Value

In R$000 with exception for taxes

TELEACRE

Company Economic Value

In R$000 with exception for taxes

TELEGOIÁS

Company Economic Value

In R$000 with exception for taxes

Source: TCO / Ernst & Young

Source: TCO / Ernst & Young

TELEMAT

Company Economic Value

In R$000 with exception for taxes

Source: TCO / Ernst & Young

Source: TCO / Ernst & Young

TELEMS

Company Economic Value

In R$000 with exception for taxes

Source: TCO / Ernst & Young

Source: TCO / Ernst & Young

TELERON

Company Economic Value

In R$000 with exception for taxes

Source: TCO / Ernst & Young

Source: TCO / Ernst & Young

NORTE BRASIL TELECOM

Company Economic Value

In R$000 with exception for taxes

Source: TCO / Ernst & Young

Source: TCO / Ernst & Young

X — PROJECTION ASSUMPTIONS

A — MACROECONOMICAL ASSUMPTIONS

Source: TCO / Banco Central do Brasil

Exchange rate and inflation macroeconomic forecasts are based on official data issued by the Brazilian Central Bank (Bacen). As to dollar exchange rates, we considered was given to Bacen forecasts until 2008. Subsequent to the period mentioned before, currency devaluation was considered as per the differences in the Brazilian and American inflation at 1.5% per year (Power Purchase Parity - PPP).

B — MARKET ASSUMPTIONS

Variables considered in market forecasts are: Market Size, Mobile Phone Market Penetration Rates, and TCO Holdings’ (Not-consolidated) and TCO Operators’ market share.

For Market Size forecasts, we considered the vegetative growth (according to the Brazilian Geography and Statistics Institute (IBGE)) of the regions where TCO Operators operates. Forecasts reveal a significant increase of Penetration Rates in all regions.

As competition is growing in the regions where TCO Operators operates, we considered a loss in market share in all regions.

TCO HOLDINGS (Non–Consolidated)

     Market Size — TCO Holdings

Source: TCO / IBGE / Ernst & Young

     Subscribers — TCO Holdings

Source: TCO / Ernst & Young

TELEACRE

     Market Size — Teleacre

Source: TCO / IBGE / Ernst & Young

     Subscribers — Teleacre

Source: TCO / Ernst & Young

TELEGOIÁS

     Market Size — Telegoiás

Source: TCO / IBGE / Ernst & Young

     Subscribers — Telegoiás

Source: TCO / Ernst & Young

TELEMAT

     Market Size — Telemat

Source: TCO / IBGE / Ernst & Young

     Subscribers — Telemat

Source: TCO / Ernst & Young

TELEMS

     Market Size — Telems

Source: TCO / IBGE / Ernst & Young

     Subscribers — Telems

Source: TCO / Ernst & Young

TELERON

     Market Size — Teleron

Source: TCO / IBGE / Ernst & Young

     Subscribers — Teleron

Source: TCO / Ernst & Young

NORTE BRASIL TELECOM

     Market Size — Norte Brasil Telecom

Source: TCO / IBGE / Ernst & Young

     Subscribers — Norte Brasil Telecom

Source: TCO / Ernst & Young

C — NET REVENUES

For net revenue forecasts, we considered TCO Operators’ subscriber basis, as it grows along with the market. We also considered a moderate increase in the quantity of minutes devoted to phone use, which tends to become stable, and nominal increases in some fees.

TCO HOLDINGS (Non-Consolidated)

     Net Revenues — TCO Holdings

Source: TCO / Ernst & Young

     ARPU/Month — TCO Holdings

Source: TCO / Ernst & Young

TELEACRE

     Net Revenues — Teleacre

Source: TCO / Ernst & Young

     ARPU/Month — Teleacre

Source: TCO / Ernst & Young

TELEGOIÁS

     Net Revenues — Telegoiás

Source: TCO / Ernst & Young

     ARPU/Month — Telegoiás

Source: TCO / Ernst & Young

TELEMAT

     Net Revenues — Telemat

Source: TCO / Ernst & Young

     ARPU/Month — Telemat

Source: TCO / Ernst & Young

TELEMS

     Net Revenues — Telems

Source: TCO / Ernst & Young

     ARPU/Month — Telems

Source: TCO / Ernst & Young

TELERON

     Net Revenues — Teleron

Source: TCO / Ernst & Young

     ARPU/Month — Teleron

Source: TCO / Ernst & Young

NORTE BRASIL TELECOM

     Net Revenues — Norte Brasil Telecom

Source: TCO / Ernst & Young

     ARPU/Month — Norte Brasil Telecom

Source: TCO / Ernst & Young

D — OPERATING EXPENSES

Operating expenses include operation, administration, sales, and general expenses. Forecasts are based on historical data and emphasize the points below:

TCO HOLDINGS (Non-Consolidated)

     Total Expenses — TCO Holdings

Source: TCO / Ernst & Young

TELEACRE

     Total Expenses — Teleacre

Source: TCO / Ernst & Young

TELEGOIÁS

     Total Expenses — Telegoiás

Source: TCO / Ernst & Young

TELEMAT

     Total Expenses — Telemat

     Source: TCO / Ernst & Young

TELEMS

     Total Expenses — Telems

Source: TCO / Ernst & Young

TELERON

     Total Expenses — Teleron

     Source: TCO / Ernst & Young

NORTE BRASIL TELECOM

     Total Expenses — Norte Brasil Telecom

     Source: TCO / Ernst & Young

E – EBITDA and EBIT

Forecasts consider increased operating and net margins stemming mainly from revenue growth, which was caused by a greater number of subscribers and lower spending — afforded by synergies occurred while restructuring the companies.