Exhibit 99.4                      Filer :    Tele Celular Sul Participacoes S.A.
------------                      Proposed merger with Tele Nordeste Celular
                                  Participacoes S.A.

                                  Registration No. 333-116330

          In   connection   with  this   proposed   transaction,   Tele  Celular
          Participacoes  S.A. (TSU) has filed  relevant  materials with the SEC,
          including  TSU's  registration   statement  containing  a  preliminary
          prospectus, which was filed on June 9, 2004. The definitive prospectus
          will be sent to holders of Tele Nordeste Celular  Participacoes S.A.'s
          (TND) preferred shares and ADRs when it becomes  available.  INVESTORS
          AND SECURITY  HOLDERS ARE URGED TO READ THE PRELIMINARY  PROSPECTUS ON
          FILE  WITH  THE  SEC,  THE  DEFINITIVE   PROSPECTUS  WHEN  IT  BECOMES
          AVAILABLE,  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
          preliminary  prospectus and the definitive prospectus (when it becomes
          available) and other  documents  filed by TSU and TND with the SEC for
          free at the SEC's web site at www.sec.gov.  The preliminary prospectus
          and the definitive  prospectus  (when it becomes  available),  and the
          other  documents  filed by TSU, may also be obtained  free from TND by
          calling +55 81 3302-2594.


                                                                 July 12th, 2004


Board of Directors
Tele Nordeste Celular Participacoes S.A.
Av. Ayrton Senna da Silva, 1633 - Jaboatao, PE

Members of the Board:

We understand that Tele Nordeste Celular Participacoes S.A. ("TND") and Tele
Celular Sul Participacoes S.A. ("TSU") have entered into an Agreement and
Justification of Merger, dated May 31st, 2004 (the "Merger Agreement"), which
provides, among other things, for the Merger of TND into TSU. Pursuant to the
Merger, each outstanding common and preferred share of TND (collectively, the
"TND Shares"), other than Shares as to which withdrawal rights will be permitted
pursuant to the terms of the Merger agreement and in accordance with applicable
laws, will be converted into the right to receive 0.9261 common and preferred
TSU Shares, respectively (collectively, the "TSU Shares"). In addition, each of
the outstanding American Depositary Shares of TND (the "TND ADSs") will be
converted into the right to receive 1.8522 American Depositary Shares of TSU
(the "TSU ADSs"). The TSU Shares and the TSU ADSs to be issued pursuant to the
Merger shall be collectively referred to as the "Merger Consideration". The
terms and conditions of the share exchange mechanism and of the Merger are more
fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the Merger Consideration to be
received by holders of TND Shares and TND ADSs in the aggregate is fair from a
financial point of view to such holders. For purposes of the opinion set forth
herein, we have:

     a)   reviewed certain publicly available financial statements and other
          information of TND and TSU;

     b)   reviewed certain internal financial statements and other financial and
          operating data concerning TND and TSU prepared by the management of
          TND and TSU, respectively;

     c)   reviewed certain financial projections prepared by the management of
          TND and TSU;

     d)   discussed with TND management the terms and conditions of the Merger
          and the prospects of the combined company;

     e)   reviewed the reported prices and trading activity for the TND Shares,
          the TND ADSs, the TSU Shares and the TSU ADSs;

     f)   compared the financial performance of TND and TSU and the prices and
          trading activity of the the TND Shares, the TND ADSs, the TSU Shares
          and the TSU ADSs with that of certain other comparable publicly-traded
          companies and their securities;

     g)   reviewed the financial terms, to the extent publicly available, of
          certain comparable acquisition transactions;

     h)   reviewed the Merger Agreement;

     i)   had access to the results of the work conducted by ABN AMRO Bank,
          specifically to the Laudo de Avaliacao dated May 20th, 2004, which
          served as basis for the Board of Directors of TND and TSU to determine
          the Merger Consideration; and

     j)   considered such other factors and performed such other analysis as we
          have deemed appropriate.

We have assumed and relied upon without independent verification the accuracy
and completeness of the information reviewed by us for the purposes of this
opinion. With respect to the financial projections, we have assumed that they
have been reasonably prepared on bases reflecting the best currently available
estimates and judgments of the future financial performance of TND and TSU. We
have not made any independent valuation or appraisal of the assets or
liabilities of TND and TSU nor have we been furnished with any such appraisals,
other than as described above. We have assumed that the Merger will be
consummated in accordance to the terms set forth in the Merger Agreement. For
purposes of our analysis you have not asked us to consider, and we have not
considered, any strategic, financial or operational benefits anticipated from
the Merger. Our opinion is necessarily based on financial, economic, market and
other conditions as in effect on, and the information made available to us as
of, the date hereof.

We have been retained to provide this fairness opinion to the Board of Directors
of TND in connection with this transaction and as a result we have not
participated in any negotiations regarding the Merger and were not authorized to
solicit, and did not solicit, interest from any party with respect to the
acquisition, business combination or other extraordinary transaction involving
TND. In connection with our engagement we will receive a fee for the delivery of
this opinion. In the past, Morgan Stanley & Co. Incorporated and its affiliates
have provided financial advisory and financing services for an affiliate of TND
and TSU and have received fees for the rendering of these services.

It is understood that this letter is for the information of the Board of
Directors of TND and may not be used for any other purpose without our prior
written consent except that a copy of this opinion may be included in its
entirety in any filing made by TND in respect of the transaction with the U.S.
Securities and Exchange Commission and the Brazilian Comissao de Valores
Mobiliarios. In connection with delivering this opinion, we have not considered
the fairness of the Merger Consideration to be received among holders of classes
of TND securities relative to other classes of TND securities. In addition, this
opinion does not in any manner address the prices at which the TSU Shares or TSU
ADSs will trade following consummation of the Merger or at any other time, and
Morgan Stanley expresses no opinion or recommendation as to how the holders of
TND Shares or TND ADSs should vote at the shareholders' meetings held in
connection with the Merger.

Based on and subject to the foregoing, we are of the opinion on the date hereof
that the Merger Consideration to be received by holders of TND Shares and TND
ADSs in the aggregate pursuant to the Merger Agreement is fair from a financial
point of view to such holders.

                                              Very truly yours,


                                              MORGAN STANLEY & CO. INCORPORATED


                                              By: /s/ Guillermo Jasson
                                                  -----------------------------
                                                  Guillermo Jasson
                                                  Managing Director