TELESP CELULAR PARTICIPAÇÕES S.A.
Public company
CVM No. 1771-0

C.N.P.J. No. 02.558.074/0001-73
N.I.R.E. 53.3.001.587.9-2

NOTICE TO SHAREHOLDERS

We hereby notify the Shareholders that the following resolutions were approved at the Extraordinary General Shareholders' Meeting of Telesp Celular Participações S.A. ("Company") held on April 1, 2005:

I – The proposal for reverse split of all shares of the capital stock of the Company, in accordance with the terms of Article 12 of Law No. 6404/76, under the following conditions:

(i) A resolution was approved for a reverse split of all shares of the capital stock of the Company in the proportion of two thousand and five hundred (2,500) shares into one (1) share of the same class, whereby the capital stock is now represented by 633,025,410 book-entry shares, with no par value, of which 221,158,772 are common shares and 411,866,638 are preferred shares;

(ii)  The objective of the reverse split is: (1) to adjust the unit quotation value of the shares to a more adequate level from a stock market perspective, since the quotation of the shares in Reais gives greater visibility as compared with the price per lot of one thousand (1,000) shares; (2) to unify the basis for quoting the shares in the national and international markets, since the shares are currently quoted in lots of one thousand (1,000) shares in the national market – São Paulo Stock Exchange ("BOVESPA"), and in lots of two thousand and five hundred (2,500) shares for each American Depositary Receipt ("ADR") in the international market - New York Stock Exchange ("NYSE"), responding also to a BOVESPA initiative; (3) to reduce operational costs and increase the efficiency of the system for registering information regarding the Company's shareholders; and (4) to reduce the possibilities of information errors, thus improving the services rendered to the Company's shareholders;

(iii) The shareholders will be entitled, during the period from April 4, 2005 until May 3, 2005, in their sole discretion, to adjust their stock positions, by class, into lots of two thousand and five hundred (2,500) shares, by trading through securities dealers authorized to operate by BOVESPA;

(iv) From May 4, 2005, the shares of the capital stock of the Company will be traded exclusively on a unit basis and will be quoted in Brazilian Reais (R$) per share;

(v) On May 20, 2005, the sum of fractional shares resulting from the reverse split of shares will be sold at an auction on BOVESPA. The fractional shares will be debited from the shareholders' positions before the auction, and the sale proceeds will be made available on May 31, 2005, in the name of each holder of a fractional share, as follows:

(a)  The shareholders should appear at a Banco ABN Amro S.A. branch of their choice to receive the respective amounts;

(b)  The amount corresponding to the shareholders who have their shares in custody of CBLC – Brazilian Settlement and Custody Company, will be directly credited to CBLC, which will transfer the amounts to the shareholders through the custodial agents; and

(c)  For those shareholders whose shares are blocked or who do not have an updated record, the amount will be retained by the Company and made available to the applicable shareholder for payment only upon presentation of documentation evidencing the unblocking of the shares or identification for the record, as the case may be.

The shares that will be offered in the auction referred to in item I-(v) above have not been registered under U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States of America or to any U.S. person (as such term is defined in Regulation S under the Securities Act), unless such securities are registered under the Securities Act or an exception from the registration requirements of the Securities Act applies.

(iv) From May 4, 2005 each ADR will represent one (1) preferred share.

II – The proposal to amend Article 4 of the By-Laws, regarding the authorized capital limit for the Board of Directors to increase the capital stock of the Company, whereby the limit was changed from up to one trillion and eight hundred billion (1,800,000,000,000) shares, to up to seven hundred and twenty million (720,000,000) shares, either common or preferred, regardless of any amendment to the By-Laws.

São Paulo, April 1, 2005.

Arcadio Luis Martinez Garcia
Investor Relations Officer
Telesp Celular Participações S.A.

VIVO – Investor Relations
Tel: +55 11 5105-1172
Email: ri@vivo.com.br
Information available from: www.vivo.com.br /ri