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 DECEMBER 2002

                         (Commission File No. 001-14489)

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

                   TELE CENTRO OESTE CELLULAR HOLDING COMPANY
                   ------------------------------------------
                  (Translation of registrant's name in English)

           SCS-QUADRA 2, BLOCO C, EDIFICIO ANEXO-TELEBRASILIA CELULAR
           ----------------------------------------------------------
                            -7 ANDAR, BRASILIA, D.F.
                            ------------------------
                          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.)

                          Form 20-F  X        Form 40-F
                                    ---                 ---

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

                                    Yes       No  X
                                        ---      ---

<PAGE>

                                                                  [LOGO OMITTED]

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                 CNPJ 02.558.132/0001-69 / NIRE 53 3 00.00580 0

                MINUTES OF THE 180th (ONE HUNDRED AND EIGHTIETH)
                           EXTRAORDINARY BOARD MEETING

The Board of Tele Centro Oeste Celular  Participacoes  S.A. met on December 19th
2002 at 10:00AM (ten hundred  hours) at the Company's  headquarters,  located at
SETOR COMERCIAL SUL, QUADRA 02, BLOCO C, N 226, EDIFICIO TELEBRASILIA CELULAR, 7
ANDAR,  CEP  70302-916,  in the city of  Brasilia,  in the  Federal  District of
Brazil,  as summoned by its chairman Mr.  ALEXANDRE  BELDI NETTO.  OPENING:  The
meeting was opened with the presence of the  following  members of the Company's
Board of  Directors:  Mr.  Alexandre  Beldi Netto,  Mr.  Mario Cesar  Pereira de
Araujo,  Mr. Marco Antonio Beldi,  Mr. Antonio Fabio Beldi, Mr. Nelson Guarnieri
de Lara,  Mr.  Araldo  Alexandre  Marcondes  de Souza and Mr.  Ricardo  de Souza
Adenes.  THE BOARD:  The meeting was chaired by Mr.  ALEXANDRE BELDI NETTO,  the
chairman of the Board of Directors  and Mr. MARIO CESAR  PEREIRA DE ARAUJO acted
as  secretary,  to address  the  following  issue:  PROPOSAL  TO DIRECT  INTERIM
INTEREST  ON OWN  CAPITAL  RELATIVE  TO THE 2ND  HALF OF THE 2002  FISCAL  YEAR.
DELIBERATION:  In  conformity  with the  provisions  under the 3rd  paragraph of
Article 34 and under the 1st  paragraph of Article 35 of the  Company's  Bylaws,
the members of the Board unanimously decided for the payment of interim Interest
on Own Capital in the gross  amount of R$  53,930,505.59  (fifty-three  million,
nine  hundred and thirty  thousand,  five hundred and five  Brazilian  Reais and
fifty-nine  cents),  based on the balance  sheet closed at November 30, 2002 and
therefore the holders of shares issued by the Company will at December 31, 2002,
have the right to receive  the amounts  paid as  Interest on Own Capital  herein
approved, totaling R$0.00014442757 per share, all in accordance with proposition
number 015/2002 of December 18, 2002, of the Finance Department, approved during
the  117th  Board  Meeting,  held  on  18.12.2002.  The  value  to  be  paid  to
shareholders as Interest on Own Capital as approved  herein,  net of income tax,
in the total amount of R$ 45,840,929.75  (forty-five million,  eight hundred and
forty thousand,  nine hundred and twenty-nine  Brazilian Reais and  seventy-five
cents) shall be ascribed to the value of the minimum mandatory dividend relative
to the fiscal year 2002.  With no further  issues to address,  the  assembly was
closed and the present minutes were drawn,  read and considered  appropriate and
signed by the members of the Board of Directors. Brasilia-DF, December 19, 2002.
We hereby  certify for all purposes that the present  document is a true copy of
its original text, drawn in its appropriate minute book.




                              ALEXANDRE BELDI NETTO

                              Chairman of the Board



MARIO CESAR PEREIRA DE ARAUJO                           MARCO ANTONIO BELDI
       Board Member                                         Board Member



     ANTONIO FABIO BELDI                              NELSON GUARNIERI DE LARA
       Board Member                                         Board Member


   RICARDO DE SOUZA ADENES                          ARALDO ALEXANDRE M. DE SOUZA
       Board Member                                         Board Member

<PAGE>

                   TELE CENTRO OESTE CELULAR PARTICIPACOES S/A
                             A PUBLICLY-HELD COMPANY
                           CNPJ/MF 02.558.132/0001-69


                        CREDIT OF INTEREST ON OWN CAPITAL

We hereby inform all  shareholders  of Tele Centro Oeste  Celular  Participacoes
S.A. ("TCO") that at December 19, 2002 the Company's Board of Directors  decided
on the credit of Interest on Own Capital  based on the balance  sheet  closed at
November 30, 2002,  in the amount of R$  0.00014442757  per common share and per
preferred share, in anticipation of the minimum compulsory  dividend relative to
the ongoing fiscal year.

The values above will be calculated based on the position of shareholders  stock
at December  31, 2002 and shall be paid  against a 15%  withheld  Income Tax, in
accordance with the provisions under paragraph 2 of Article 9 of Law 9249/95.

The Legal  Entities  which hold  stock of the  Company  and are exempt  from the
payment of withheld  Income Tax are required to present proof of such  exemption
no later than January 10, 2003 at the Company's depositary  institution,  at the
address specified below.

The payment of the  above-mentioned  interest on own capital will be effected by
BANCO ABN AMRO REAL S/A - the depositary institution for the respective shares -
at a date to be decided in a General Shareholders Meeting to be held in 2003.

The shareholders using Fiduciary Custodies shall have their interest credited in
accordance with the procedures specified by the corresponding Stock Markets.

We insist on the fact that as of January 02, 2003 inclusive, any of these shares
will have to be traded in the market on an EX-INTEREST basis.

Further  information  may be obtained  from the Stock  Division of ABN AMRO REAL
S/A, located at AV. PAULISTA, 1374, 8 ANDAR - CERQUEIRA CESAR - SAO PAULO - SP -
CEP. 01310-916.

                           Brasilia, December 19, 2002


                          Mario Cesar Pereira de Araujo
                     Chairman and Head of Investor Relations

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
                            (A PUBLICLY-HELD COMPANY)
                               NIRE 53.30000.580-0
                          CNPJ/MF NO 02.558.132/0001-69

     MINUTES OF THE EXTRAORDINARY AND SPECIAL SHAREHOLDERS' MEETING HELD ON
                               DECEMBER 20, 2002

1. DATE, PLACE AND TIME OF THE MEETING: The meeting was held 10:00AM of December
20, 2002, at the Company's headquarters,  located at SETOR COMERCIAL SUL, QUADRA
2,  BLOCO C, N 226,  EDIFICIO  TELEBRASILIA  CELULAR,  7  ANDAR,  in the city of
Brasilia,  in the FedeRal District of Brazil.  2. CALL FOR ATTENDANCE:  The Call
for  Attendance  was  published  on first  notice in DIARIO  OFICIAL DO DISTRITO
FEDERAL,  on the issues of November 25th, November 26th and November 27th, 2002,
and in VALOR  ECONOMICO  on the issues of  November  22nd,  November  25th,  and
November 26th,  2002 and on second notice in DIARIO OFICIAL DO DISTRITO  FEDERAL
on the issues of December 10th,  December 11th, and December 12th,  2002, and in
VALOR ECONOMICO on the issues of December 10th, December 11th and December 12th,
2002. 3. THE BOARD:  The  proceedings  were presided by Mr. Nelson  Guarnieri de
Lara, and Mr. Arthur Antonio  Magalhaes  Fonseca acted as secretary.  4. OPENING
AND ATTENDING MEMBERS: The meeting was opened on second notice with the presence
of  shareholders  in legal quorum,  as registered and signed in the  appropriate
shareholders  attendance  book.  5. AGENDA:  (I) to decide on the  alteration of
Article  10 of the  Company's  Bylaws  so as to be in full  compliance  with the
provisions of Law 10303 of October 31, 2001,  relative to the rights  granted to
preferred shares; (II) to decide on the alteration of Article 5 of the Company's
Bylaws so as to reflect  the  increase  in the  Company's  Capital  Stock  which
resulted  from the  incorporation  of  Telebrasilia  Celular S/A by the Company,
approved by the Extraordinary Shareholders Meeting held on April 26, 2002; (III)
to  ratify  the use of  retained  earnings  for  cancellation  of the  Company's
preferred  shares held in treasury upon  incorporation  of Telebrasilia  Celular
S.A.,  as  approved   during  the  Board  Meeting  held  on  May  31,  2002.  6.
DELIBERATIONS: After discussion of the issues the attending shareholders decided
for the  following:  (A) to approve,  as per majority of the voting  capital and
against the vote of  shareholders  CAPITAL  GUARDIAN EM. MKTS R. EQ. FD FOR TAX,
CAPITAL  GUARDIAN EMERG MKTS EQUI MAST FD, MCL LIMITED,  STATE STREET  AUSTRALIA
LIMITE AS TRUSTEE FOR NCIT CAPITAL, CAPITAL INTERNATIONAL EMERGING MARKETS FUND,
EMERGING MARKETS GROWTH FUND INC. and CAPITAL  GUARDIAN  EMERGING MARKETS EQUITY
FUND FOR  TAX-E,  the  alteration  of the text of  Article  10 of the  Company's
Bylaws,  so as to be in full  compliance  with the  provisions  of Law  10303 of
October 31, 2001; the preferred shares of the Company will henceforward bear the
following  advantages:   (i)  priority  in  receiving   non-cumulative   minimum
dividends,  calculated in conformity with the  instructions  under Article 34 of
the Company's Bylaws and equal to the highest of the following  amounts:  (a) 6%
(six  percent)  PER ANNUM  over the value  resulting  from the  division  of the
subscribed  capital  stock by the total number of shares  issued by the Company;
and (b) 3% (three  percent) of the share's net equity  value;  (ii) the right of
participation in the  distribution of earnings  together with ordinary shares on
an equal basis after the ordinary shares have been assured  dividends  compliant
with the minimum priority value mentioned above; and (iii) priority in receiving
reimbursement  of  capital,  with  no  premium.  As  a  result  of  the  present
deliberation, Article 10 of the Company's Bylaws shall read as follows: "ARTICLE

<PAGE>

10. PREFERRED SHARES BEAR NO VOTING RIGHTS EXCEPT UNDER THE CONDITIONS DESCRIBED
UNDER  ARTICLE 12 OF THE  PRESENT  BYLAWS AND  PREFERRED  SHARES ARE IN ADDITION
ASSURED PRIORITY IN RECEIVING  REIMBURSEMENT OF CAPITAL, WITH NO PREMIUM, AND IN
RECEIVING  PAYMENTS OF NON-CUMULATIVE  MINIMUM DIVIDENDS EQUAL TO THE HIGHEST OF
THE FOLLOWING  AMOUNTS:  (A) 6% (SIX PERCENT) PER ANNUM OVER THE VALUE RESULTING
FROM THE DIVISION OF THE SUBSCRIBED CAPITAL BY THE TOTAL NUMBER OF SHARES ISSUED
BY THE  COMPANY;  AND (B) 3% (THREE  PERCENT) OF THE SHARE'S NET EQUITY  VALUE;"
"PARAGRAPH ONE.  PREFERRED  SHARES SHALL GAIN VOTING RIGHTS IF THE COMPANY FAILS
TO PAY THE  MINIMUM  DIVIDENDS  THEY ARE  ENTITLED TO  ACCORDING  TO THE PRESENT
ARTICLE FOR A PERIOD OF THREE  CONSECUTIVE  YEARS. (B) to approve the alteration
of Article 5 of the Company's Bylaws, after abstention from vote of shareholders
MCL Limited, State Street Australia Limite AS Trustee For Ncit Capital,  Capital
International  Emerging  Markets  Fund,  Emerging  Markets  Growth  Fund Inc and
Capital  Guardian  Emerging  Markets  Equity Fund For Tax-E,  as a result of the
following:  (i) increase of the Company's  capital  stock within the  authorized
limit of capital stock, in the amount of R$29,046,142.00  (twenty-nine  million,
forty-six  thousand,  one hundred and forty-two Brazilian Reais) and issuance of
14,936,701,413  (fourteen billion,  nine hundred and thirty-six  million,  seven
hundred and one  thousand,  four  hundred and  thirteen)  preferred  shares,  as
decided during the 151st Extraordinary Board Meeting held by the Company on June
03,  2002.  The  above-mentioned  increase  occurred  as a  consequence  of  the
incorporation  of Telebrasilia  Celular S/A by the Company,  approved during the
General  Shareholders'  meeting held on April 26,  2002;  (ii)  cancellation  of
2,200,000,000  (two billion and two hundred million) preferred shares issued and
kept in treasury by the  Company,  as  approved  during the 150th  Extraordinary
Board  Meeting held on May 31, 2002,  the Company's  capital stock  henceforward
being  R$  534,046,142.00  (five  hundred  and  thirty-four  million,  forty-six
thousand,  one hundred and forty-two Brazilian Reais) divided in 379,200,036,582
(three  hundred  and  seventy-nine  billion,  two  hundred  million,  thirty-six
thousand,  five hundred and eighty-two)  shares, of which  126,433,338,109  (one
hundred and twenty-six  billion,  four hundred and thirty-three  million,  three
hundred and thirty-eight  thousand,  one hundred and nine) are common shares and
252,766,698,473 (two hundred and fifty-two billion,  seven hundred and sixty-six
million,  six hundred and  ninety-eight,  four  hundred and  seventy-three)  are
preferred shares. As a result of this  deliberation,  Article 5 of the Company's
Bylaws shall henceforward read as follows:  "ARTICLE 5. THE COMPANY'S SUBSCRIBED
AND TOTALLY PAID-IN CAPITAL STOCK AMOUNTS TO R$ 534,046,142.00 (FIVE HUNDRED AND
THIRTY-FOUR  MILLION,  FORTY-SIX  THOUSAND,  ONE HUNDRED AND FORTY-TWO BRAZILIAN
REAIS),  DIVIDED IN 379,200,036,582 (THREE HUNDRED AND SEVENTY-NINE BILLION, TWO
HUNDRED MILLION,  THIRTY-SIX  THOUSAND,  FIVE HUNDRED AND EIGHTY-TWO) SHARES, OF
WHICH  126,433,338,109  (ONE HUNDRED AND  TWENTY-SIX  BILLION,  FOUR HUNDRED AND
THIRTY-THREE MILLION,  THREE HUNDRED AND THIRTY-EIGHT  THOUSAND, ONE HUNDRED AND
NINE) ARE COMMON SHARES AND 252,766,698,473  (TWO HUNDRED AND FIFTY-TWO BILLION,
SEVEN HUNDRED AND SIXTY-SIX MILLION, SIX HUNDRED AND NINETY-EIGHT,  FOUR HUNDRED
AND  SEVENTY-THREE)  ARE  PREFERRED  SHARES,  ALL OF WHICH  BEARING  BOOK  ENTRY
REGISTRY  AND NO FACE  VALUE." (C) to  approve,  after  abstention  from vote of
shareholders  MCL  Limited,  State Street  Australia  Limite AS Trustee For Ncit
Capital,  Capital  International  Emerging Markets Fund, Emerging Markets Growth
Fund Inc and  Capital  Guardian  Emerging  Markets  Equity  Fund For Tax-E,  the
ratification  of  the  use  of  the  retained   earnings   reserve  to  purchase

<PAGE>

2,200,000,000  (two billion and two hundred million)  preferred shares issued by
the Company for maintenance in treasury and future  cancellation,  occurred upon
the  incorporation  of  Telebrasilia  Celular S.A., as approved during the Board
Meeting held on May 31, 2002. 7. - CLOSING:  With no further  issues to address,
the assembly was closed and the present minutes were drawn,  read and considered
appropriate and signed by all the attending shareholders members of the Board of
Directors.  Brasilia-DF,  December 20, 2002. We hereby  certify for all purposes
that the present  document  is a true copy of its  original  text,  drawn in its
appropriate minute book.



                            NELSON GUARNIERI DE LARA
                                    CHAIRMAN


                           ARTHUR A. MAGALHAES FONSECA
                                    SECRETARY


                                  SHAREHOLDERS


                                    BID S.A.
                        PP. REINALDO FELISBERTO DAMACENA



         CAIXA DE PREVIDENCIA DOS FUNCIONARIOS DO BANCO DO BRASIL-PREVI
                          PP/CARLOS RIBEIRO DE OLIVEIRA


                  CAPITAL GUARDIAN EM. MKTS.R.EQ.FD.FOR TAX. E.
                    CAPITAL GUARDIAN EMERG MKTS EQUI MAST FD
                                   MCL LIMITED
                    GLOBAL ADVANTAGE F. EMERGING MARKETS FUND
                          STATE STREET EMERGING MARKETS
                   DG BANK LUXEMBURG REFERENCE PRO FUNDS EM M
                     S ST AUS T F NCIT LEASE CAP I E M SH TR
                       CAPITAL INTL. EMERGING MARKETS FUND
                        EMERGING MARKETS GROWTH FUND INC
            CAPITAL G. EMERGING MARKETS EQUITY FUND FOR TAX EXEMPT T
                      MERYLL LYNCH LATIN AMERICA FUND INC.
                         PP/RICARDO RIBEIRO DE OLIVEIRA

<PAGE>

SIGNATURE

      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 Centro Oeste Cellular Holding Company


Date: December 20, 2002               By:   /S/ MARIO CESAR PEREIRA DE ARAUJO
                                          --------------------------------------
                                          Name:  Mario Cesar Pereira de Araujo
                                          Title: President