TELESP CELULAR PARTICIPAÇÕES S.A.

Publicly traded Company with Authorized Capital
CNPJ 02.558.074/0001-73
NIRE 35300158792

MATERIAL FACT

In compliance with the provisions set forth in paragraph 4 of Article 157 of Law 6.404, of December 12, 1976 and with the provisions set forth in Rule 358, of January 3 rd , 2002 of the Brazilian Securities Commission ( Comissão de Valores Mobiliários - "CVM"), Telesp Celular Participações, a publicly traded company ( sociedade por ações ), with head-offices in the City of São Paulo, State of São Paulo, at Avenida Roque Petroni Jr., N. 1464, 6 th floor, part B, enrolled with the Corporate Taxpayers' Registry under Number 02.558.074/0001-73 ("Company"), hereby informs its shareholders and the public in general that the Board of Directors' Meeting held on April 25, 2005 resolved on the second issuance of debentures of the Company for public offering. The second issuance of debentures comprises 100.000 debentures, which shall be: (i) registered in the book entry form, (ii) non-convertible into shares of issuance of the Company, (iii) issued in two series, (iv) with no preference ( quirografária ), (v) with a guarantee ( fiança ) granted by Telesp Celular S.A., (vi) with par value of R$ 10.000,00 ("Debentures"), (vii) maturing in 10 years counted as from their issuance date, which is May 1 st , 2005 ("Issuance Date"), and (viii) in the total amount of R$ 1.000.000.000,00 ("Public Offer" or "Issuance"). The Public Offer will be effected within the First Shelf Registration of the Company ( Primeiro Programa de Distribuição de Valores Mobiliários ) filed before CVM pursuant to the provisions of CVM Rule N. 400, of December 29, 2003, under registration N. CVM/SRE/PRO/2004/002 , dated August 20, 2004 , with tenor of two years and in the amount of up to R$ 2.000.000.000,00.

The underwriters of the Public Offer will conduct a book building proceeding to verify, before the interested investors, the demand for the Debentures in different levels of interest rates, which shall result in the definition of: (i) the final rates for the remuneration of the Debentures of the 1 st and 2 nd series, which shall correspond to the following maximum percentages: (a) 103.30% of the accumulation of the average of the Brazilian Inter-bank rates ( Depósitos Interfinanceiros ) ("DI Rate") for the 1 st series Debentures and (b) 104.20% of the accumulation of the DI Rate for the 2 nd series Debentures; and (ii) of the number of Debentures to be allocated in each series of the Public Offer. The remuneration of the Debentures shall be semi-annually paid, on the 1 st day of May and November of each year, provided that the first payment shall be effected on November 1 st , 2005 and the last payment shall be effected on May 1 st , 2015.

Depending on the market conditions and on the demand of the investors for acquiring Debentures during the distribution of the Debentures, the Public Offer (i) may be increased by an additional allotment ( Lote Suplementar ) ("Supplementary Lot") equivalent to up to 15% of the total amount of the Public Offer, on the Issuance Date and (ii) may be increased, at the Company's criteria, in an additional amount corresponding to 20%, at the most, of the total amount of the Public Offer, on the Issuance Date ( Quantidade Adicional ) ("Additional Amount").

The Public Offer shall only be concluded upon the placement of the totality of the Debentures, provided, however, that the Debentures object of the Supplementary Lot and/or of the Additional Amount shall not be considered for the verification of the placement of the totality of the Debentures under the Public Offer.

The funds obtained by the Company through the Public Offer shall be used to refinance the debt of the Company related to the third issuance of promissory notes of the Company.

O registration request of the Public Offer is under analyses of the CVM.

São Paulo, April 26, 2005

TELESP CELULAR PARTICIPAÇÕES S.A.

Arcádio Luís Martínez García
Investor Relations Officer