TELESP CELULAR PARTICIPAÇÕES S/A CNPJ/MF nº 02.558.074/0001-73 - NIRE 35.3.001.587.9-2 Publicly-held Company

MINUTES OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS
HELD ON MAY 23, 2005.

1. DATE, TIME AND PLACE: May 23, 2005, at 9:30 a.m., exceptionally on Praia de Botafogo nº 501, 8º andar, Torre Corcovado, Botafogo, Rio de Janeiro – RJ, upon regular call notice as provided for in the Bylaws.

2. CHAIRMANSHIP OF THE MEETING: Felix Pablo Ivorra Cano – Chairman of the Meeting; Breno Rodrigo Pacheco de Oliveira - Secretary.

3. INSTATEMENT: The meeting was convened with the attendance of the undersigned members of the Board of Directors, representing a quorum as stipulated in the Bylaws.

4.  AGENDA AND RESOLUTION:

4.1. Substitution of one member of the Board of Directors : The Chairman of the Board of Directors of the Company, Mr. Felix Pablo Ivorra Cano, made all the other members of the Board aware of the letter of resignation submitted by Mr. Eduardo Perestrelo Correia de Matos , a Director of the Company, received by the Chairman on May 13, 2005. For the vacancy that became available after such resignation the Board elected Mr. Luis Paulo Reis Cocco , Portuguese, married, business manager, holder of Portuguese passport no. H180507, valid until January 04, 2015, enrolled with the CPF/MF under no. 059.830.307-36, residing and domiciled in the City of Lisbon, Portugal, with business offices at Avenida Fontes Pereira de Melo, nº 40, 1069-300, City of Lisbon , Portugal . The Director elected herein shall complete the term of office in course, that is, until the 2006 General Meeting of Shareholders. It is recorded herein that the Director now elected declares not to be convicted of any crime provided by law which might prevent him from exercising business activities, as well as that he is able to execute the statement required by CVM Instruction no. 367/2002, and that he is committed to submit such statement, duly signed, at the time of the signature of his Instrument of Investiture. The investiture of a Director residing or domiciled abroad is conditioned upon the appointment of an attorney-in-fact residing in Brazil . The Directors have caused their gratitude to Mr. Eduardo Perestrelo Correia de Matos for his excellent and dedicated contribution to the Company to be recorded in the minutes of the meeting.

5 . CLOSING OF THE MEETING : There being nothing further to be discussed, the meeting was adjourned, of which these minutes have been drawn-up, read, approved and signed by the attending Directors and by the Secretary, being transcribed in the proper book .

Signatures : Felix Pablo Ivorra Cano – Chairman of the Meeting and Chairman of the Board of Directors; Fernando Xavier Ferreira; Shakhaf Wine and Antonio Gonçalves de Oliveira. Pedro Manuel Brandão Rodrigues; Carlos Manuel de L. e V. Cruz; Zeinal Abedin Mohamed Bava – Directors represented by Mr. Shakhaf Wine, and Ernesto Lopez Mozo; Ignácio Aller Mallo and Luis Miguel Gilpérez López – Directors represented by Mr. Felix Pablo Ivorra Cano, and Breno Rodrigo Pacheco de Oliveira - Secretary.

I hereby certify that this is a faithful copy of the minutes that were drawn-up in the Register Book of Minutes of Meetings of the Board of Directors of the Company.

Breno Rodrigo Pacheco de Oliveira

Secretary of the Meeting - OAB/RS nº 45.479