Exhibit 99.3
------------

             APPRAISAL REPORT BASED ON BOOK VALUE ADJUSTED TO MARKET

         ACAL CONSULTORIA E AUDITORIA S/S, a company specialized in evaluations,
with headquarters at Avenida Rio Branco, 181 - 18th floor, registered at CRC/RJ
under number 1.144, and at the Taxpayer Roll of the Finance Ministry ("CNPJ/MF")
under number 28.005.734/0001-82, whose partner and technical responsible is Mr.
Cicero Augusto Oliveira de Alencar, after all studies and necessary research,
hereby presents the Appraisal Report based book value adjusted to market of TELE
NORDESTE CELULAR PARTICIPACOES S.A. ("TND"), a corporation with headquarters at
Av. Airton Senna da Silva, 1633 - Jaboatao dos Guararapes, enrolled with the
CNPJ/MF under number 25.581.560/0001-18, for purposes of merger of affiliated
entities, in connection with corporate restructuring.

This appraisal report is divided in sections, as follows:

o  Objectives;
o  Basis and Methods for Appraisal;
o  Methodology Adopted and Summary of Work Performed; and
o  Conclusion.

--------------------------------------------------------------------------------
                                  I. OBJECTIVES
--------------------------------------------------------------------------------

         This Appraisal Report aims at registering the appraisal, at market
values, of the net worth of TND, for purposes of merger of companies under
common control, in connection with corporate restructuring, as required by art.
264 of Law 6404/76, and in accordance with the methodology established under
art. 183, ss. 1, of the same law.

--------------------------------------------------------------------------------
                       II. BASIS AND METHODS FOR APPRAISAL
--------------------------------------------------------------------------------

         The determination of the value of the shares of a company is subject to
a number of variables, as well as to factors that cannot be controlled, and
shall always take into account a few subjective aspects. As an example we
mention some of the main aspects that affect such determination:

(a)  Perspectives of shareholders versus perspectives of potential buyer;
(b)  The economic conditions that determined prior results could, in the future,
     improve or worsen;
(c)  Economic and political environment may float and cannot
     be controlled;
(d)  Strategic interests of economic groups or specific programs,
     such as those relating to privatization; and
(e)  The very existence of various appraisal methods that could generate
     different results.

         Therefore, the determination of the value of titles which represent the
capital stock of a company is not precise, contains subjective aspects which
depend on the expectations of the owner and on the destination to be given to
such titles.

         There are, however, a number of methods used to estimate the values of
such titles representing capital stock. Although such methods vary in regards to
their applicability, depending on specific factors and circumstances, they may
at least indicate a reasonable range of values for the preliminary determination
of such value.

2.1. EXAMPLES OF METHODS BASED ON THE VALUE OF NET ASSETS

Book Value Appraisal

This method is used to determine the fair market value of specific assets, to
provide the basis for certain adjustments on the net book value (as mentioned
above), and as a starting point for the estimation of the liquidation value.
Besides, the book value appraisal also furnishes appropriate basis of the
business value and is frequently used in negotiations involving companies,
provided that the value is adjusted by the applicable depreciation and
obsolesces.

Liquidation Value

The liquidation value has been used as basis for the negotiation of prices, and,
as such, sets the initial point of interest for both buyers and sellers.

The liquidation value is determined through the estimation of the value of the
company's assets, converted in currency in a reasonably short period of time,
with deduction of all obligations of the company, as well as the business
liquidation cost, including appraisal fees, broker fees, taxes and legal fees.

The liquidation value may be determined either by regular liquidation or by fast
and mandatory liquidation of the business. The latter shall result, obviously,
in a lower value.

Such criterion, however, would not be appropriate to appraise the shares of
companies that are in continuous operations.

2.2. EXAMPLES OF METHODS BASED ON INVESTMENT RETURN

Price/Profit Index

For publicly held corporations the ratio price/profit is known and may easily be
used to obtain the estimated value of the shares of a given corporation through
the multiplication of the price/profit by the expected aggregate results. The
average ratio price/profit for the industry or for several comparable publicly
held corporations may be used to attain an indication of the value. Frequently,
a premium for the control is added to this estimated value.

An appraisal based on the method price/profit may also be used to estimate the
value of a given company. Assuming a profit growth rate estimated by the current
shareholders and an investment return desired by the buyer, the latter may
determine the amount of profit that could still allow him to reach his return
goal. This method allows the buyer to determine the price he is willing to pay,
in order to compare it with the one expected by the seller.

Discounted Net Cash Flow

The analysis of the discounted net cash flow can be used to estimate the value
of a company, and therefore of its shares, based on the present value of their
cash flow estimates. In theory, this method should result in the same amount
obtained through the price/profit ratio, since the latter reflects the current
perception of what a company will be worth in the future.

In practice, this analysis has been used, in a growing manner, to determine the
value of a company because it is based on an estimate of cash flows,
encompassing factors such as reduction of costs through synergies, development
of products etc., and not on a simple market perception of the future profits of
the company. Other factors that affect the share market, and therefore the
price/profit index, are also eliminated when the analysis of the discounted cash
flow is used.


--------------------------------------------------------------------------------
           III. METHODOLOGY ADOPTED AND SUMMARY OF THE WORK PERFORMED
--------------------------------------------------------------------------------

         As already mentioned, there are several methods for determination of
the market value of a company.

         To determine the book value adjusted to market of TND, on the basis
date June 30, 2004, considering its characteristics of holding company, the
application of the usual criteria of evaluation of assets involves, inevitably,
the determination of the value of investments that TND holds in TIM Nordeste
Telecomunicacoes S.A. Such investment, in the amount of R$966,076 thousand, on
the basis date of this appraisal represents 98.9714% of the total assets of the
company, which makes it the sole active element that represents the Net Worth of
the investor company (TND).

         The most objective criterion for appraisal at market value of
investments in shares of publicly held corporations would be the stock exchange
price. However, the titles that represent the capital stock of TIM Nordeste
Telecomunicacoes S.A. are only negotiated at SOMA (over the counter market),
sporadically, and the values of public pricing are related to inexpressive lots
of the capital stock, both in regards to the amount of shares negotiated and
volume of currency involved.

         Since the stock exchange prices cannot therefore be used, in accordance
with prior appraisals of the companies involved in this transaction, we have
adopted as criterion for this appraisal the adjustment to market values of the
net assets of TIM Nordeste Telecomunicacoes S.A. and the acknowledgment of such
adjustment through equity pick-up in the net worth of TND. It should be pointed
out that other independent appraisers have already carried out the determination
of the economic value of the company's net worth, through the discounted cash
flow method.

         The adjustment to market values of the net assets of TIM Nordeste
Telecomunicacoes S.A took into consideration the definitions and legal concepts,
to wit, art. 264 of Law 6.404/76, and the methodology established by art. 183,
ss. 1, of the same law.

         For purposes of the article mentioned above, market value is deemed to
be:

         (a)  in the case of raw materials and inventory, the price for which
              they may be replaced, through purchase in the market;
         (b)  in the case of goods or rights for sale, the net price of the
              actual sale in the market, minus taxes and other expenses
              necessary to perfect the sale and the profit margin; and
         (c)  in the case of investments, the net amount at which they may be
              sold to third parties.

         Within the parameters defined for preparation of this appraisal, the
determination of the market value - book value adjusted to market - of the net
worth of TIM Nordeste Telecomunicacoes S.A, for the basis date June 30, 2004 is
based, also, on a limited review of the audited accounting statements of the
company on that date. Such procedure was conducted in accordance with certain
usual practices of auditing and, therefore, includes verification of the
accounting records for the specific purpose of determining the value, adjusted
to market, of said net worth. These verifications showed that such records and
elements were in compliance with all legal formalities, including with respect
to generally accepted accounting principles consistently applied by the company.

         The audited accounting statements of TIM Nordeste Telecomunicacoes S.A,
for the mentioned basis date, for purposes of showing the assets recorded at
their respective realization values contemplate the following allowances,
accounted for:

         -  Allowance for doubtful debtors;
         -  Allowance for adjustment to realization value;
         -  Allowance for depreciation; and
         -  Allowance for amortization.

         Additionally, aiming at adjusting said accounting statements to market
values, we added adjustments in the following accounts, as demonstrated in the
table below:

         -  Prepaid expenses; and
         -  Differed taxes relating to premium reserve belonging to controlling
            shareholder.

         The accounts that represent the fixed assets, according to recent
evaluation, do not require additional adjustments.

         Below please find a demonstration of the adjustments made by us:

-------------------------------------------------------------------------------
          Description                                      Amount - R$1,000.00
-------------------------------------------------------------------------------
Book Value of TIM Nordeste                                           1,154,207
(-) Differed taxes written off                                        (129,884)
(-) Prepaid expenses written off                                       (17,495)
                                                      -------------------------
Net Worth of TIM Nordeste Tel. S.A adjusted to market                1,006,828
                                                      =========================

Total amount of proposed adjustments                                  (147,379)
Percentage of Participation of TND in Tim Nordeste
Tel. S.A's capital stock                                                 81.82%

Effect of adjustments to be reflected in TND's
net worth R$1,000.00                                                  (120,585)
                                                      =========================

         Besides the reflex of the adjustments made to the accounting statements
of TIM Nordeste Telecomunicacoes S.A, there are adjustments to be made on TND's
balance sheet, in connection with differed taxes written off. The Net Worth
adjusted to market of TND, on June 30, 2004, may be demonstrated as follows:

--------------------------------------------------------------------------------
          Description                                     Amount - R$1,000.00
--------------------------------------------------------------------------------
Amount of Book Value Net Worth of TND                                 955,105
(-) Reflex of equity pick-up of the adjustments in
TIM Nordeste                                                         (120,585)
(-) TND's Differed taxes written off                                   (4,728)
                                                      -------------------------
Book adjusted to market of TND                                        829,792
                                                      =========================

         In view of the above and of the provisions of art. 8 of Law 6404/76, we
have verified the books and accounting records that originated the balance
sheet, as well as the documents that originated such balance sheet, through
samples.

         We declare not to hold any interest, directly or indirectly, in any of
the entities involved in this transaction, or in their operations, and therefore
there are no relevant circumstances that may characterize conflict of interests
on the issuance of this appraisal report. We have had full access to all data,
elements, information, files and deliberations relating to the transaction and
the companies involved, and there was no limitation, orientation, or imposition
of difficulties on the part of the administrators and/or controlling
shareholders, that could have limited or restricted our conclusion.


--------------------------------------------------------------------------------
                                 IV. CONCLUSION
--------------------------------------------------------------------------------

         After due examination and technical verification conducted by us at
TELE NORDESTE CELULAR PARTICIPACOES S.A, and based on the data referred to in
this Appraisal Report, we concluded that the net worth of the company, appraised
through the method "book value adjusted to market", on the basis date June 30,
2004 is R$ 829,792,000.00 (eight hundred twenty nine million, seven hundred
ninety two thousand reais).

         And because this is the expression of our best technical understanding,
we sign this Appraisal Report.

Rio de Janeiro, July 12, 2004.


ACAL Consultoria e Auditoria S/S
CRC- RJ 1.144

Cicero Augusto Oliveira de Alencar
Partner
CRC - RJ - 26.938-8 - Accountant