SECURITIES
  AND EXCHANGE COMMISSION
  Washington, DC 20549

# 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 August 2004

(Commission
  File No. 001-14495)

TELE
  NORDESTE CELULAR PARTICIPAÇÕES S.A.(Exact name of registrant as specified in its charter)

Tele
  Nordeste Cellular Holding Company
  (Translation of registrants name in English)

Av.
  Ayrton Senna da Silva, 1633  2° andar
  54410-240 Jaboatão dos Guararapes Pernambuco
  Federative Republic of Brazil  (Address of Principal
  Executive Offices)


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

(Check
  One) Form 20-F X Form 40-F ___


(Indicate by check mark
  if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
  Rule 101(b)(1))

(Check
  One) Yes    No
  X


(Indicate by check mark
  if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
  Rule 101(b)(7))

(Check
  One) Yes    No
  X


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

(Check One)
  Yes    No X

(If "Yes" is marked, indicate
  below the file number assigned to the registrant in connection with Rule 12g3-2(b).
  82-.)

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| | Filer : Tele Celular Sul Participações S.A.
Proposed merger with Tele Nordeste 
Celular Participações S.A.
Registration No. 333-116330
| | --------------------------------------------------------------------------------------------------------------------------------------



In connection with this proposed transaction, Tele Celular Participações S.A. (TSU) has filed relevant materials with the SEC, including TSU’s registration statement containing a definitive prospectus, which was filed on July 23, 2004. The definitive prospectus has also been sent to holders of Tele Nordeste Celular Participações S.A.’s (TND) preferred shares and ADRs. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROSPECTUS ON FILE WITH THE SEC, AND ANY OTHER RELEVANT DOCUMENTS FILED BY TSU OR TND, BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the definitive prospectus and other documents filed by TSU and TND with the SEC for free at the SEC’s web site at www.sec.gov. The definitive prospectus, and the other documents filed by TSU, may also be obtained free from TND by calling +55 81 3302-2594.








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# SIGNATURES

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.

|                            | TELE
      NORDESTE CELULAR PARTICIPAÇÕES S.A.
|--------------------------- | ----------------------------------------------
|Date:
      August 19, 2004 |                                               
|                            |