If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 amends and restates the Schedule 13D filed July 16, 2003. Beneficial ownership of preferred shares of Telesp Celular Participações S.A., or TCP, is not generally required to be reported on Schedule 13D because the preferred shares are generally non-voting securities for purposes of Rule 13d-1(i) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. However, TCP's bylaws state that holders of preferred shares will have full voting rights in the event that TCP does not pay minimum dividends to those shareholders for three consecutive fiscal years, and those shareholders will retain those voting rights until TCP again pays minimum dividends. Because TCP did not pay minimum dividends for the years ended December 31, 2001, 2002 and 2003, holders of TCP preferred shares have been able to exercise voting rights since March 26, 2004, the date of TCP's 2004 general shareholders' meeting. Nonetheless, the entities identified on the cover pages of this Schedule 13D, or the Reporting Persons, filed an initial Schedule 13D with respect to the preferred shares of TCP on July 16, 2003. The Reporting Persons now amend and restate this Schedule 13D, among other things, to report a change in the disclosure of Item 4 thereto.

In addition, the Schedule 13D filed on July 16, 2003 reported certain information regarding the common shares, without par value (ações ordinarias), of TCP. However, such shares are not registered pursuant to Section 12 of the Exchange Act and therefore are not subject to Section 13(d) of the Exchange Act. The Reporting Persons therefore are discontinuing any reporting of information regarding such shares on Schedule 13D.

This Statement on Schedule 13D relates to the preferred shares, no par value (ações preferenciais), of Telesp Celular Participações S.A., a corporation organized under the laws of the Federative Republic of Brazil. The address of the principal executive office of TCP is Avenida Roque Petroni Jứnior, 1464 - Morumbi, 04707-000 São Paulo, SP, Brazil, and the company' s phone number is (55) 11-5105-1207.

This Schedule 13D is being filed jointly by the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Schedule 13D is attached as Exhibit 1 hereto.

Telefonica. Telefonica, S.A., or Telefonica is incorporated under the laws of Spain. The principal business of Telefonica is, through its subsidiaries, the provision of fixed line and cellular telecommunications services, data transmission services and audiovisual content and media services in Spain, Latin America and other regions. Its principal executive offices are located at Gran Via, 28, 28013, Madrid, Spain. Its telephone number is (34) 91 584-0306.

Telefonica Moviles. Telefonica Moviles, S.A., or Telefonica Moviles, is incorporated under the laws of Spain. Telefonica Moviles is a subsidiary of Telefonica. Telefonica Moviles is a holding company that provides cellular telecommunications services through subsidiaries and investments in Spain, Morocco and Latin America. Telefonica Moviles manages all the cellular assets of the Telefonica Group. Its principal executive offices are located at Calle Goya, 24, 28001, Madrid, Spain. Its telephone number is (34) 91 423-4400.

Brasilcel. Brasilcel N.V., or Brasilcel, is a joint venture of Telefonica Moviles, S.A., or Telefonica Moviles; on the one hand, and Portugal Telecom and PT Moveis, on the other hand, and is managed on an equal basis by those companies. Brasilcel was created pursuant to a strategic agreement signed by Portugal Telecom and Telefonica Moviles in January 2001 to create a cellular services company in Brazil that would aggregate all of the parties' investments in cellular telecommunications businesses in Brazil to the extent permitted under Brazilian law. See Items 3 and 6. Brasilcel is incorporated under the laws of The Netherlands. Its corporate domicile is located at Strawinskylaan, 3105, 1077 ZX, Amsterdam, The Netherlands.

Schedule 1 hereto sets for the (a) name, (b) residence or business address, (c) principal occupation or employment and (d) citizenship of each of the directors and executive officers of the Reporting Persons.

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons listed on Schedule 1 hereto has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

3. Source and Amount of Funds or Other Consideration.

In October 2002, in connection with the joint agreement with Portugal Telecom, SGPS, S.A., or Portugal Telecom, and PT Moveis, SGPS, S.A. described in Item 6, which created Brasilcel (which has operated under the brand name Vivo since April 2003), Telefonica Moviles acquired 172,016,089,469 preferred shares, or 22.6% of TCP's preferred shares (corresponding to 14.7% of TCP' s total share capital), from Portugal Telecom for Euro 200,305,535.00. In December 2002, Telefonica Moviles transferred to Brasilcel all of its shares held directly and indirectly in TCP to Brasilcel.

4. Purpose of Transaction.

The purpose of the contribution by Telefonica Moviles and Portugal Telecom of their interests in various cellular telecommunications companies in Brazil, including TCP, to Brasilcel (and the purpose of the related acquisition by Telefonica Moviles of shares of TCP in October 2002), was to create the leading cellular telecommunications operator in Brazil.

On October 8, 2004, TCP announced a capital increase in an amount of up to R$2,054 million, to be effected through offerings of preemptive rights to subscribe for common shares and preferred shares of TCP. On October 12, 2004, TCP filed a Registration Statement on Form F-3 with the Securities and Exchange Commission relating to the rights offering to holders of TCP preferred shares and American Depositary Shares representing TCP preferred shares. Brasilcel and its wholly owned subsidiary Portelcom Participações S.A., or Portelcom, have indicated that, depending on market conditions, they intend to subscribe fully for all of the common shares and preferred shares to which they are entitled in the rights offerings. Brasilcel and Portelcom have also indicated that, depending on market conditions, they intend to subscribe for any remaining common shares and preferred shares to which they are entitled in the reoffering rounds of the rights offerings and may purchase additional common shares and preferred shares in any public auction at the São Paulo Stock Exchange that may be held with respect to shares that remain unsubscribed after the reoffering rounds. Through any such purchases, the percentage of TCP' s preferred shares beneficially owned by the Reporting Persons may increase. Neither Brasilcel nor Portelcom is obligated to purchase any shares, and they may determine not to do so.

(a) Each of Brasilcel, Telefonica and Telefonica Moviles may be deemed to be beneficial owners pursuant to the Exchange Act of the 379,614,824,965 preferred shares of TCP, or 49.8% of TCP' s outstanding preferred shares, held directly by Brasilcel. Each of Brasilcel, Telefonica and Telefonica Moviles may be deemed to be beneficial owners pursuant to the Exchange Act of the 719,908 preferred shares of TCP held directly by Portelcom. Portelcom is the beneficial owner of the 719,908 preferred shares of TCP held by it. Portugal Telecom, TMN- Telecomunicações S.A. (a wholly owned subsidiary of Portugal Telecom) and PT Moveis, SGPS, S.A. may be deemed to be beneficial owners pursuant to the Exchange Act of the shares of TCP held by Brasilcel and Portelcom and may be deemed, together with Telefonica, Telefonica Moviles, Brasilcel and Portelcom, to comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. However, the Reporting Persons disclaim membership in a group within the meaning of Section 13(d)(3) of the Exchange Act. To the knowledge of the Reporting Persons, none of the persons listed on Schedule 1 hereto beneficially owns any preferred shares of TCP.

(b) Brasilcel has sole power to vote or to dispose of the preferred shares of TCP it holds directly. Portelcom and its parent Brasilcel each may be deemed to have sole power to vote or to dispose of preferred shares of TCP held directly by Portelcom. Pursuant to the joint venture arrangement described in Item 6, Telefonica Moviles, on one hand, and, Portugal Telecom and PT Moveis (and its parent TMN), on the other hand, therefore each may be deemed to share the power to vote or to dispose of preferred shares of TCP held directly and indirectly by Brasilcel. Telefonica, as the parent of Telefonica Moviles, may therefore also be deemed to share the power to vote or to dispose of preferred shares of TCP held directly and indirectly by Brasilcel.

(c) None of the Reporting Persons has effected any transaction in the preferred shares of TCP in the past 60 days. To the knowledge of the Reporting Persons, none of the persons listed on Schedule 1 hereto has effected any transactions in the common shares or preferred shares of TCP in the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of the dividends from, or the proceeds from the sale of the preferred shares of TCP held directly and indirectly by Brasilcel, except for the rights and powers of Portugal Telecom and PT Moveis under the joint venture arrangement described in Item 6 and the rights and powers of TMN as the controlling shareholder of PT Moveis.

(e) Not applicable.

On January 23, 2001, Telefonica Moviles, Portugal Telecom and PT Moveis agreed to create a joint venture to consolidate Telefonica Moviles' cellular businesses in Brazil with those of Portugal Telecom. Under this joint venture framework agreement, each of the Telefonica group and the Portugal Telecom group agreed to contribute to a 50:50 joint venture certain of its cellular businesses in Brazil, including interests in operating companies and holding companies that own cellular licenses in Brazil, such as TCP, as well as other assets or business that are operated for the benefit of those companies. This joint venture resulted in the formation of Brasilcel, the controlling shareholder of TCP.

On October 17, 2002, Telefonica Moviles, on the one hand, and Portugal Telecom and PT Moveis, on the other, entered into the definitive stockholders' agreement and subscription agreement that implemented the joint venture framework agreement signed in January 2001. In accordance with these definitive agreements, Telefonica Moviles and the Portugal Telecom group have the same voting rights in Brasilcel. This equality in voting rights will continue to exist even if either party' s economic and voting interest is diluted below 50%, but not lower than 40%, as a consequence of a capital increase. The equality in voting rights will cease to exist if the percentage of ownership of one of the parties falls below 40% during an uninterrupted period of six months. In this event, if the group with the reduced interest were the Portugal Telecom Group, it would be entitled to sell to Telefonica Moviles, which would be obliged to buy (directly or through another company), all of Portugal Telecom' s ownership interest in Brasilcel. This right expires on December 31, 2007. This put option would be exercisable in the 12 months subsequent to the end of the aforementioned six-month period, provided that the Portugal Telecom group had not increased its ownership interest to 50% of the total capital stock of Brasilcel.

Also, in accordance with the definitive agreements, the Portugal Telecom group would be entitled to sell to Telefonica Moviles, which would be obligated to buy, all of Portugal Telecom' s ownership interest in Brasilcel should there be a change in control at Telefonica, Telefonica Moviles or any subsidiary of the latter that holds a direct or indirect ownership interest in Brasilcel. Similarly, Telefonica Moviles would be entitled to sell to the Portugal Telecom group, which would be obliged to buy, its ownership interest in Brasilcel if there is a change of control at Portugal Telecom, PT Moveis or any other subsidiary of either company that holds a direct or indirect ownership interest in Brasilcel.

The definitive agreements established that the parties to the agreements shall transfer to Brasilcel all of their direct or indirect ownership interests in equity securities, whether voting or non-voting, in cellular properties in Brazil, including any such interests obtained from future acquisitions of Brazilian cellular properties by those parties.

On December 27, 2002, following the agreements entered into on October 17, 2002 and after having obtained the necessary authorization from the Brazilian authorities for the contribution, Telefonica Moviles and PT Moveis contributed to Brasilcel all the shares held directly or indirectly by the two groups in their cellular communications companies in Brazil.

1. Joint Filing Agreement dated October 13, 2004.
2. Shareholders Agreement by and among Telefonica Moviles, S.A., Portugal Telecom SGPS, S.A., PT Moveis SGPS, S.A. and Brasilcel N.V. on October 17, 2002, incorporated by reference to Exhibit 4.3 to the Annual Report on Form 20-F of Telefonica, S.A. filed on June 30, 2003 (the "2002 Telefonica 20-F") (SEC file number 001-09531).
3. Subscription Agreement by and among Telefonica Moviles, S.A., Portugal Telecom SGPS, S.A., PT Moveis SGPS, S.A. and Brasilcel N.V. on October 17, 2002, incorporated by reference to Exhibit 4.4 to the 2002 Telefonica 20-F.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 13, 2004

[Signature Page to Amendment to Schedule 13D]