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 FEBRUARY 2001

                         (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>

                                                     TCOC3: R$ 8.51/1,000 shares
                                                     TCOC4: R$ 6.78/1,000 shares
                                      TRO: US$ 9.50 / ADR (1 ADR = 3,000 shares)

INVESTOR RELATIONS:
ARTHUR FONSECA - ARTHUR.FONSECA@TCO.NET.BR                              WEB SITE
FLAVIA MENEZES - FLAVIA.MENEZES@TCO.NET.BR               [http://www.tco.net.br]





                            ANNOUNCES RESULTS FOR THE
                             FOURTH QUARTER OF 2000

FOURTH QUARTER      BRASILIA, FEBRUARY 22, 2001 -Tele Centro Oeste Celular
HIGHLIGHTS          Participacoes  S.A.  (NYSE:  TRO;   IBOVESPA:   TCOC3/TCOC4)
                    announces  today its results for the fourth quarter of 2000.
                    The company  obtained a  Consolidated  Net Income  full-year
                    2000 of R$ 90.9 million,  and its earnings before  interest,
                    taxes,  depreciation and amortization (EBITDA), was R$ 317.6
                    million.  TCO's subsidiary NORTE BRASIL TELECOM S.A. - NBT -
                    performed   extraordinarily   well;   with  only  15  months
                    operating  in the market,  it obtained at the end of 2000 an
                    EBITDA margin of -0.1%.  The 101% in NBT's client base along
                    the period  accounted  for a Gross  Operating  Revenue of R$
                    1.13  billion  and  a Net  Operating  Revenue  of  R$  903.1
                    million,  representing  a 56% increase  against the previous
                    year.


                                OPERATING RESULTS

WE BELIEVE IN THE   TCO operates in 12 Brazilian states: Acre, Amazonas,  Amapa,
REGION'S GROWTH     Goias,  Maranhao,  Mato  Grosso,  Mato Grosso do Sul,  Para,
POTENTIAL           Rondonia,  Roraima,  Tocantins  and the Distrito  Federal --
                    with 5.5 million square meters and 29.2 million  inhabitants
                    in  the  largest  continuous  area  covered  by  a  cellular
                    telephone  company  in  Brazil.  According  to  recent  data
                    provided  by  the  Brazilian   Institute  of  Geography  and
                    Statistics (IBGE), the states in the central-western  region
                    of the country  obtained the best results in Gross  Domestic
                    Product (GDP) in 1998. In the last few years,  the Brazilian
                    central-western  and northern  regions were the only regions
                    to have increased their participation in Brazil's GDP. Among
                    all Brazilian  states,  the one which  presented the highest
                    growth  rates was Mato  Grosso,  with a state GDP  growth of
                    7.2% between 1997 and 1998.  The 1998 per capita GDP rose by
                    4% compared to the previous year in the northern  region and
                    by 12% in the central-western region. The Brazilian 1998 per
                    capita GDP increased by 3.5% compared to 1997.

<PAGE>

COMPETITIVE         Besides strengthening its strategy to invest in coverage and
STRATEGY            service  quality during the year 2000,  TCO also  reinforced
                    its  marketing  efforts aimed at launching new services that
                    meet the needs of its clients.  TCO had 1.7 million  clients
                    at the end of 2000:  1.5  million  in Area 7 and  257,000 in
                    Area 8. The fourth  quarter of 2000 was mostly  dedicated to
                    encouraging the adherence of potential and existing  clients
                    to the pre-paid service plans.

MAIN SERVICES       In March of 2000,  TCO  launched  the  Voice  Mail and Short
LAUNCHED IN         Message  Service  (SMS).  This latter  service has the brand
2000                E-CELULAR. Aiming to prepare the market for the launching of
                    WIRELESS  APPLICATION  PROTOCOL  (WAP),  TCO  developed  new
                    services  linked to SMS during  2000.  In July  2000,  TCO's
                    network was already  prepared to offer Internet access based
                    on CSD (Circuit Switched Data) and WAP.  However,  equipment
                    suppliers  only made TDMA  devices for WAP access  available
                    later in the year.  Among the  services  launched  by TCO to
                    please its clients is the "LIGUE+",  a program that offers a
                    25%   discount   on   calls   made  by  the   client   to  a
                    pre-established  group  of TCO  cellular  lines.  Also,  the
                    "E-conta"   service   provides  online  access  to  clients'
                    cellular statements, so that their bills can be managed more
                    easily.   At  the  end  of  2000,   TCO  and  Ericsson,   in
                    partnership,  were the first  companies to test Virtual PABX
                    solutions.  Thanks  to  this  initiative  but  still  on  an
                    experimental  basis, those employed by the Brazilian Central
                    Bank,  BANCO DO  BRASIL,  can  originate  calls  from  their
                    cellular phones as if using a PABX extension.

THE SUCCESS OF      Aiming at encouraging  clients to use the post-paid service,
"ESSENCIAL"         TCO launched its first alternative service plan ESSENCIAL at
                    the end of the third quarter of 2000. The ESSENCIAL  service
                    offers four different plans with minimum  deductible numbers
                    of minutes VC1 and VC2, good for any  fixed-line  and mobile
                    telephone line inside the TCO coverage area. The monthly fee
                    is charged  based on the  number of  deducted  minutes:
                    o  ESSENCIAL 50 minutes:  R$ 39.00
                    o  ESSENCIAL 100 minutes: R$ 59.00
                    o  ESSENCIAL 150 minutes: R$ 69.00
                    o  ESSENCIAL 300 minutes: R$ 109.00

CONTINUOUS          In the fourth  quarter of 2000,  TCO net  adhesions  totaled
GROWTH IN CLIENT    319,455   clients,   27%  of  which  were  contract  clients
BASE                responding  mainly to campaigns  conducted  before Christmas
                    and to the introduction of the new services. During the year
                    2000,  TCO's  consolidated  client  base  increased  by 101%
                    compared to 1999.

<TABLE>
<CAPTION>
                      --------------------------------------------------------------------
                      CLIENTS      4Q00        3Q00        2Q00        1Q00        4Q99
                      --------------------------------------------------------------------
                      <S>          <C>         <C>         <C>         <C>         <C>
                      CONSOLIDATED 1,712,184   1,392,729   1,224,707   1,021,369   851,376
                       Contract      579,511     492,358     525,646     534,622   547,843
                       Pre-paid    1,115,962     883,664     682,360     470,055   286,844
                       Rural          16,711      16,707      16,701      16,692    16,689

                      AREA 7       1,455,502   1,212,137   1,094,766     939,176   811,549
                       Contract      493,934     446,093     487,229     508,584   534,776
                       Pre-paid      944,857     749,337     590,836     413,900   260,084
                       Rural          16,711      16,707      16,701      16,692    16,689

                      AREA 8         256,682     180,592     129,941      82,193    39,827
                       Contract       85,577      46,265      38,417      26,038    13,067
                       Pre-paid      171,105     134,327      91,524      56,155    26,760
                      --------------------------------------------------------------------
</TABLE>
<PAGE>




                                     [GRAPH]




MARKET SHARE        Once again, TCO proves that it really knows the region where
                    it operates and that it can effectively  adapt the solutions
                    developed in the mobile  telephone  industry to the specific
                    characteristics  of each market.  During the year 2000,  TCO
                    kept the  leadership in Area 7 with a market share of 78% at
                    the end of 2000.  In turn,  NBT  obtained a market  share of
                    25%,  AFTER  OPERATING  IN THE  MARKET  FOR NOT MORE THAN 15
                    MONTHS. The company's  consolidated yearly churn in 2000 was
                    as  low  as  10%.  In  December  of  2000,  TCO  served  253
                    municipalities  in Area 7 - which is comprised of the states
                    of Goias, Mato Grosso,  Mato Grosso do Sul, Rondonia,  Acre,
                    Tocantins and Distrito  Federal - and 56  municipalities  in
                    Area 8 - which is comprised the states served by NBT, Amapa,
                    Amazonas, Maranhao, Para and Roraima. In 2000, TCO reached a
                    penetration rate of 10.1%, and Telebrasilia Celular obtained
                    the highest  penetration  rate of the region,  nearly 17.4%.


<TABLE>
<CAPTION>
                      -----------------------------------------------------
                      AREA 7 - OPERATING DATA     4Q00     4Q99   VARIATION
                      -----------------------------------------------------
                      <S>                          <C>      <C>    <C>
                      Estimated Market
                      Participation (%)             78.4     79.4   -1.3%
                      Estimated population (in
                      millions)                     14.3     14.0    2.1%
                      Estimated penetration -
                      TCO (%)                       10.1      5.8   74.1%
                      Access digitization (%)      90.27    69.39   30.1%
                      Municipalities serviced        253      231    9.5%
                      Work force                   1,834    1,420   29.2%
                          Own                      1,082      938   15.4%
                          Trainees and  outsourced   752      482     56%
                      -----------------------------------------------------
                      -----------------------------------------------------
                      AREA 8 - OPERATING DATA     4Q00     4Q99   VARIATION
                      -----------------------------------------------------
                      Estimated Market
                      Participation (%)             25.3     10.4  143.3%
                      Estimated population (in
                      millions)                     14.9     14.6    2.1%
                      Estimated penetration -
                      TCO (%)                        1.7      0.3  466.7%
                      Access digitization (%)        100      100      0%
                      Municipalities serviced         56       19  194.7%
                      Work force                     563      285   97.5%
                          Own                        245      146   67.8%
                          Trainees and outsourced    318      139  128.8%
                      -----------------------------------------------------
</TABLE>

<PAGE>

DEALERS             TCO acquires  cellular units directly from the manufacturers
                    and sells them  using its 44  proprietary  stores.  TCO also
                    sells those units via its network of accredited  retailers -
                    a  total  of 957 in Area 7 and  225 in  Area  8.  Among  our
                    accredited retailers are renowned stores such as PONTO FRIO,
                    ARAPUA, FUJIOKA and NOVO Mundo. TCO also has 6,525 points of
                    sale of  pre-paid  cards in Area 7 and  2,271 in Area 8. The
                    retailers   are  paid  a  commission   based  both  on  each
                    individual  activation  and  on  their  sales  productivity.

                         FINANCIAL AND ECONOMIC RESULTS

<TABLE>
<CAPTION>
                                                      In R$ thousand
--------------------------------------------------------------------
ECONOMIC AND FINANCIAL RESULT               2000     1999 VARIATION
--------------------------------------------------------------------
<S>                                    <C>         <C>        <C>
Gross Operating Revenue <F1>           1,129,746     740,899     52%
Gross Revenue from Telecommunications
Services <F1>                            941,456     699,768     35%
Gross Revenue from Sales of
Merchandise <F1>                         188,290      41,131    358%
Net Operating Revenue                    903,097     578,856     56%
Cost of Services Rendered <F2>           296,401     214,417     38%
Cost of Products Sold                    187,754      42,220    345%
Commercial and Administrative Expenses   204,639     163,566     25%
Depreciation and Amortization            111,613      87,453     28%
EBITDA <F3>                              317,630     244,942     30%
Net Income                                90,928     107,293    -15%
Property, Plant and Equipment            234,010     242,529     -4%
Total Asset                            2,085,831   1,473,366     42%
Permanent Asset                        1,143,052   1,073,921      6%
Net Equity                             1,067,433   1,014,492      5%
Social Capital                           303,000     303,100  -0,03%
Dividends + Interest on Owned Capital     43,753      44,619     -2%
--------------------------------------------------------------------

--------------------------------------------------------------------
INDICATORS                                 2000     1999 VARIATION
--------------------------------------------------------------------
Monthly Service / Client Revenue R$
(ARPU)                                    51.66    73.09    -29%
EBITDA / Net Operating Revenue            35.17%   42.31%   -17%
General Liquidity <F4>                     0.99     1.06     -7%
Solvability <F5>                           1.12     2.69    -58%
Financial Autonomy <F6>                    0.51     0.69    -26%
Financial Indebtedness <F7>                0.48     0.08    500%
Profitability of Net Equity <F8>           8.52%   10.58%   -19%
Asset Profitability <F9>                   9.92%   11.65%   -15%
--------------------------------------------------------------------
<FN>
   <F1> Revenue with taxes (ICMS, Cofins and PIS)
   <F2> Not including the cost of merchandise sold
   <F3> Operating Result + Amortization + Financial Result
   <F4> Outstanding asset + A.R.L./ Outstanding liability + Long term recoverable
   <F5> Net Equity / Outstanding  Liability + Long Term Recoverable
   <F6> Net Equity / Total Liability
   <F7> Short-Term  and  Long-Term  Loans / Net Equity
   <F8> Net Profit / Net Equity
   <F9> Operating Profit + Interest on Owned Capital / Total Asset
</FN>
</TABLE>

OPERATING           TCO's accumulated Net Operating Revenue rose by 56% in 2000.
REVENUE             This increase was due mainly to the 101% expansion  observed
                    in its client base. As a result, TCO observed a 90% increase
                    in Network  Usage  Revenue,  which reached R$ 324 million in
                    2000,  against R$ 171  million in 1999.  Moreover,  the 289%
                    increase  in the  number  of  pre-paid  clients  pushed  the
                    Revenues  generated by the sales of Cellular Units and Cards
                    in  2000 to R$ 267  million,  from R$ 51  million  in  1999.

OPERATING           Given the  intense  marketing  strategy  adopted in the last
EXPENSES            quarter,the cost of client acquisition  increased because of
                    the  increments  in  marketing  and subsidy  expenses.  As a
                    result, the EBITDA margin went down from 40% to 35%.

<PAGE>




                                     [GRAPH]




                                     [GRAPH




INVESTMENTS         During the year 2000,  R$ 234 million were invested in Areas
                    7 and 8, mainly in projects associated with the expansion of
                    the  cellular   mobile   telephone   network  and  with  the
                    modernization  of  telecommunication  services.  This figure
                    results  from an  increase  of 28.6%  compared to the R$ 182
                    million  invested in Property,  Plant and Equipment in 1999.
                    Among TCO's own and financed resources,  the total estimated
                    amount to be  invested  in  network  expansion  and  service
                    modernization  in  2001  is  approximately  R$ 200  million.

<PAGE>




                                     [GRAPH]




PERSPECTIVES        The  possibility  that  the  other  bands  will  only  start
FOR 2001            operations in 2002 is favorable to the  companies  currently
                    operating the market, since they will have plenty of time to
                    prepare  in order to face the new SMP  operators.  Among the
                    possible strategies is the intended increment of the current
                    base,  aiming at occupying the largest possible space and at
                    minimizing  the   opportunities   to  be  used  by  the  new
                    companies.  This may also be the  year in which  the  market
                    will be segmented,  with the definition of the best segments
                    and the most profitable and promising ones,  allowing TCO to
                    provide these niches with more specific  services.  Also, it
                    is expected  that clients will be brought much closer to the
                    company,  since the current database will be improved,  with
                    the  collection of new and strategic  information  that will
                    allow TCO to offer new  products and  services,  almost on a
                    one-to-one   marketing  basis.   When  making  new  services
                    available,   TCO  always  tries  to  keep  its  strategy  of
                    delivering  innovations  ahead of the competition.  Both the
                    SMS and the WAP are solid  examples  of this  strategy,  and
                    consist  in  evidence  that it is not  enough  to be  market
                    leader in its region: it is also important to keep the image
                    of a major player before each one of the remaining companies
                    operating  in the  country.  TCO  intends not only to become
                    market  leader,  but  also to  foster  the  creation  of new
                    technologies and to become a major countrywide  player.  The
                    efficiency  of TCO's  shares seems to be  translated  in the
                    figures  presented in the last quarters.  The success of the
                    company's  administration  is a result of the deep knowledge
                    and respect of the regional characteristics of the market in
                    which  it  operates.   The  evolution  to   third-generation
                    services has become the natural path to be followed by every
                    company  operating  cellular   telecommunication   services.
                    However,  it is important to consider  that the pace of this
                    evolution is to be  determined  by the market itself and not
                    exclusively  by  the  suppliers  of  services  or  products.
                    KNOWLEDGE OF THE MARKET WILL  GUARANTEE OUR  PREPARATION  TO
                    OPERATE  WITH  THIRD-GENERATION  SERVICES  AND TO REACH  THE
                    RIGHT  PUBLIC AT THE  RIGHT  MOMENT.  In 2001,  we expect to
                    reinforce  our image in the market  not only as a  Brazilian
                    company  that  delivers  technology,  but  also as one  that
                    promotes culture,  citizenship and knowledge to the industry
                    in which it operates.

<PAGE>

------------------------------------------------------------------------------
DISCLAIMER:  The present communication contains forecasts on future events. Such
forecasts do not constitute  facts occurred in the past and reflect  exclusively
the  expectations  of the  company's  administrators.  The terms  "anticipates",
"believes", "estimates", "expects", "forecasts", "intends", "plans", "projects",
"aims at", as well as all other similar terms have the objective of  identifying
such predictions,  which obviously imply risks and uncertainty,  not necessarily
predicted  by the  company.  Therefore,  all  future  results  of the  company's
operations  may differ from the current  expectations  and the reader should not
trust   exclusively  in  the  positions  herein.   These  previsions   represent
exclusively  the  company's  opinion on the date when they are made and imply no
obligation on the part of the company to update them based on new information or
on future developments.

------------------------------------------------------------------------------
                    ** FINANCIAL STATEMENTS WILL FOLLOW *

<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S/A

                      CONSOLIDATED FINANCIAL STATEMENTS
                  (Periods ended December 31, 2000 and 1999)
                        (In thousands of Brazilian reais)


<TABLE>
<CAPTION>
                                    ACCUM. IN    4Q      3Q     2Q      1Q   ACUMUL. IN
                                      2000                                      1999

<S>                                 <C>        <C>        <C>       <C>       <C>      <C>
GROSS OPERATING REVENUE             1,129,746   327,674   283,840   274,814   243,418   740,899
Deductions of gross revenue          (226,649)  (64,657)  (54,962)  (57,308)  (49,722) (162,043)
NET OPERATING REVENUE                 903,097   263,017   228,878   217,506   193,696   578,856
Cost of services rendered and        (376,793) (137,843)  (87,525)  (77,748)  (73,677) (171,069)
merchandise sold *
GROSS PROFIT                          526,304   125,174   141,353   139,758   120,019   407,787

OPERATING REVENUES / EXPENSES
Service trade *                      (127,619)  (38,446)  (29,410)  (28,839)  (30,924) (107,188)
General and administrative            (72,769)  (20,379)  (17,282)  (17,562)  (17,546)  (54,493)
expenses *
Other net operating revenues /         (8,286)   (5,777)     (820)     (781)     (908)   (1,164)
expenses
PROFIT BEFORE DEPRECIATION AND        317,630    60,572    93,841    92,576    70,641   244,942
FINANCIAL REVENUE / EXPENSES -
EBITDA

Depreciation                         (111,613)  (28,417)  (28,845)  (27,734)  (26,617)  (87,453)

PROFIT AFTER DEPRECIATION BEFORE      206,017    32,155    64,996    64,842    44,024   157,489
FINANCIAL REVENUE AND EXPENSE -
EBIT

Financial revenues / expenses         (24,199)  (20,080)    4,176   (5,821)    (2,474)  (30,500)

OPERATING PROFIT                      181,818    12,075    69,172   59,021     41,550   126,989

Non-operating revenues / expenses     (57,710)  (21,698)  (10,473) (16,101)    (9,438)  (10,447)

PROFIT BEFORE TAXES, MINOR            124,108    (9,623)   58,699   42,920     32,112   116,542

Income Tax and Social Contribution    (41,647)    4,263   (19,785) (14,505)   (11,620)  (34,368)
Employee participation                 (1,964)     (527)     (553)    (457)      (427)   (1,789)
Participation of minority             (14,680)     (694)   (4,456)  (5,554)    (3,976)  (17,711)
shareholding

PROFIT BEFORE THE REVERSION OF         65,817    (6,581)   33,905   22,404    16,089     62,674
INTEREST ON OWNED CAPITAL

REVERSION OF INTEREST ON OWNED         25,111    19,877     1,868    3,366         0     44,619
CAPITAL

NET PROFIT IN THE PERIOD               90,928    13,296    35,773   25,770    16,089    107,293
* With no depreciation.
</TABLE>

<PAGE>










                                    TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                                    FINANCIAL STATEMENTS

                                    Years ended December 31, 2000 and 1999

                                    Together with Report of Independent Auditors


<PAGE>

              TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                              FINANCIAL STATEMENTS

                           December 31, 2000 and 1999


                                    CONTENTS


Report of Independent Auditors.........................................1

Balance Sheets.........................................................2
Statements of Income...................................................4
Statements of Changes in Shareholders' Equity..........................5
Statements of Changes in Financial Position............................6
Notes to Financial Statements..........................................7

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

TO
Directors and Shareholders of
TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

We have audited the  accompanying  balance  sheets of TELE CENTRO OESTE  CELULAR
PARTICIPACOES  S.A.  and the  consolidated  balance  sheets of TELE CENTRO OESTE
CELULAR PARTICIPACOES S.A. and subsidiaries as of December 31, 2000 and 1999 and
the  related  statements  of  income,  changes in its  shareholders'  equity and
changes in financial  position for the years then ended,  prepared in conformity
with accounting  practices based on the Brazilian Corporate Law. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility is to express an opinion on these financial statements.

We conducted our audits in accordance with auditing standards generally accepted
in Brazil and included:  a) the planning of our work, taking into  consideration
the materiality of balances,  the volume of transactions  and the accounting and
internal  control systems of the Company;  b) the examination on a test basis of
documentary   evidence  and  accounting   records  supporting  the  amounts  and
disclosures in the financial statements;  and c) an assessment of the accounting
practices  used  and  significant  estimates  made by  management  as well as an
evaluation of the overall financial statement presentation.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of TELE CENTRO  OESTE  CELULAR
PARTICIPACOES  S.A.,  as well as the  consolidated  financial  position  of TELE
CENTRO OESTE CELULAR  PARTICIPACOES S.A. and subsidiaries,  at December 31, 2000
and 1999, and the results of its operations, changes in its shareholders' equity
and changes in its  financial  position for the years then ended,  in conformity
with accounting practices based on the Brazilian Corporate Law.


                           Campinas, February 2, 2001

                                  ERNST & YOUNG
                          Auditores Independentes S.C.
                                CRC 2SP015199/O-6



                               Luiz Carlos Nannini
                          Accountant CRC 1SP171638/O-7

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                                 BALANCE SHEETS
                           December 31, 2000 and 1999
                          (In Thousands of Reais - R$)


<TABLE>
<CAPTION>
ASSETS
                                        COMPANY              CONSOLIDATED
                                 ------------------------------------------------
                                   2000          1999     2000         1999
                                 ------------------------------------------------
<S>                              <C>         <C>           <C>         <C>
Current assets
  Cash and cash equivalents            134          32        11,267       5,915
  Short-term investments             9,641       4,279       438,864      57,233
  Marketable securities              8,289       7,245       158,701      79,732
  Accounts receivable from               5           -       161,010     157,573
  services
  Inventories                            -           -        52,082      17,405
  Deferred and recoverable          30,350      19,388        85,438      58,054
  taxes
  Interest on own capital           44,370      57,517             -           -
  receivable
  Other assets                       7,228       2,137        28,275      18,910
                                 ---------- ------------ ----------- -----------
Total current assets               100,017      90,598       935,637     394,822

Noncurrent assets
  Loans to related parties           1,262           -         2,673           -
  Deferred and recoverable               -           -           451         561
  taxes
  Other assets                          11         150         4,018       4,062
                                 ---------- ------------ ----------- -----------
Total noncurrent assets              1,273         150         7,142       4,623

Permanent assets
  Investments                    1,259,252     779,923         4,810       3,716
  Property, plant and                3,180       3,127       841,375     716,303
  equipment, net
  Deferred charges, net                  -     317,313       296,867     353,902
                                 ---------- ------------ ----------- -----------
Total permanent assets           1,262,432   1,100,363     1,143,052   1,073,921
                                 ---------- ------------ ----------- -----------
Total assets                     1,363,722   1,191,111     2,085,831   1,473,366
                                 ========== ============ =========== ===========
</TABLE>

<PAGE>


                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                            BALANCE SHEETS--Continued
                           December 31, 2000 and 1999
                          (In Thousands of Reais - R$)


<TABLE>
<CAPTION>
LIABLITIES AND SHAREHOLDERS'
EQUITY
                                            COMPANY              CONSOLIDATED
                                     -----------------------------------------------
                                        2000        1999       2000        1999
                                     ----------------------------------- -----------
<S>                                   <C>         <C>         <C>         <C>
Current liabilities
  Payroll and related accruals            1,788       1,225       6,969       5,672
  Suppliers                                 791       6,221     227,757      96,557
  Indirect taxes                          2,005           -      61,002      45,705
  Income taxes                                -         113          68       6,486
  Participation in results of            40,844      35,356      51,780      46,118
  operation
  Loans and financing                   191,927           -     490,239      70,291
  Concession area 8                           -           -      19,423      16,661
  Other payables                            305          27       8,867       4,630
                                     ----------- ---------- ------------ -----------
Total current liabilities               237,660      42,942     866,105     292,120

Noncurrent liabilities
  Provision for contingencies            58,503      52,597      62,996      57,202
  Suppliers                                   -           -         548         558
  Indirect taxes                              -           -         499           -
  Income taxes                                -           -           -         241
  Loans from related parties                  -      80,954           -           -
  Loans and financing                         -           -      18,910       9,821
  Concession area 8                           -           -           -      16,661
                                     ----------- ---------- ------------ -----------
Total noncurrent liabilities             58,503     133,551      82,953      84,483

Minority interests                            -           -      69,214      82,145

Shareholders' equity
  Capital                               303,000     303,100     303,000     303,100
  Capital reserves                      322,742     322,742     322,742     322,742
  Revenue reserves                      114,454     125,455     114,454     125,455
  Retained earnings                     327,237     263,195     327,237     263,195
                                     ----------- ---------- ------------ -----------
Total shareholders' equity            1,067,433   1,014,492   1,067,433   1,014,492

Capitalizeable funds                        126         126         126         126
                                     ----------- ---------- ------------ -----------
Total liabilities and                 1,363,722   1,191,111   2,085,831   1,473,366
   shareholders' equity
                                     =========== ========== ============ ===========
</TABLE>

See accompanying notes.

<PAGE>


                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                              STATEMENTS OF INCOME
                     Years ended December 31, 2000 and 1999
                          (In Thousands of Reais - R$)


<TABLE>
<CAPTION>
                                                  COMPANY           CONSOLIDATED
                                           ------------------------------------------------
                                              2000       1999       2000        1999
                                         ------------  ------------ ----------- -----------
<S>                                      <C>           <C>           <C>        <C>
Gross operating revenue                            -             -   1,129,746   740,899
Gross revenue deductions                           -             -    (226,649) (162,043)
                                         ------------  ------------ ----------- -----------
Net operating revenue                              -             -     903,097   578,856
Costs of services rendered and cost of             -             -    (484,155) (256,637)
products sold
                                         ------------  ------------ ----------- -----------
Gross income                                       -             -     418,942   322,219

Operating income (expenses)
Selling expenses                                   -             -    (127,619) (107,213)
General and administrative expenses          (20,467)      (19,541)    (77,020)  (56,353)
Financial result, net                        (43,620)      (41,433)    (24,199)  (30,500)
Equity pick-up                               157,273       135,884           -         -
Other operating income (expenses)             14,285         1,116      (8,286)   (1,164)
                                         ------------  ------------ ----------- -----------
Operating income                             107,471        76,026     181,818   126,989

Nonoperating expenses                        (42,151)       (5,379)    (57,710)  (10,447)
                                         ------------  ------------ ----------- -----------
Income before income taxes and                65,320        70,647     124,108   116,542
participation

Income and social contribution taxes           6,888           591     (41,647)  (34,368)

Employees' participation                        (525)         (445)     (1,964)   (1,789)
Minority interests                                 -             -     (14,680)  (17,711)
                                         ------------  ------------ ----------- -----------
Income before reversal of interest on own     71,683        70,793      65,817    62,674
capital

Reversal of interest on own capital           19,245        36,500      25,111    44,619
                                         ------------  ------------ ----------- -----------
Net income                                    90,928       107,293      90,928   107,293
                                         ============  ============ =========== ===========
Shares in circulation on the balance     364,399,028   364,399,028
sheetdate (thousands)
Net income per lot of thousand                  0,25          0,29
shares (R$)
</TABLE>


See accompanying notes.


<PAGE>


                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                  STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                     Years ended December 31, 2000 and 1999
                          (In Thousands of Reais - R$)


<TABLE>
<CAPTION>
                                             CAPITAL RESERVES   REVENUE RESERVE
                                             -----------------------------------
                                                                        UNEARNED
                                             CAPITAL  PREMIUM  LEGAL    INCOME   RETAINED
                                    CAPITAL  RESERVE  RESERVE  RESERVE  RESERVE  EARNINGS  TOTAL
                                    ---------------------------------------------------------------
<S>                                 <C>      <C>          <C>  <C>    <C>        <C>     <C>
Balances at December 31, 1998       192,065        -       -   18,162  124,914   232,716   567,857

Capital increase with own funds      53,100        -       -        -        -         -    53,100
Capital increase with reserves       57,935        -       -        -        -   (57,935)        -
Reversal of reserves                      -        -       -        - (124,914)  124,914         -
Premium on issue of new shares            -        -      68        -        -         -        68
Assets  incorporated  from  Coverage      -  322,674       -        -        -         -   322,674
Participacoes S.A.
Net income                                -        -       -        -        -   107,293   107,293
Income appropriation proposal:
  Transfer to reserves                    -        -       -    5,364  101,929  (107,293)        -
  Interest on own capital                 -        -       -        -        -   (36,500)  (36,500)

                                    ---------------------------------------------------------------
Balances at December 31, 1999       303,100  322,674      68   23,526  101,929   263,195 1,014,492

Capital reduction - partial            (100)(274,288)      -        -        -         -  (274,388)
spin-off of TCO
Premium merged at subsidiaries            -  274,288       -        -        -         -   274,288
Reversal of reserves                      -        -       -        - (101,929)  101,929         -
Net income                                -        -       -        -        -    90,928    90,928
Income appropriation proposal:
  Transfer to reserves                    -        -       -    4,546   86,382   (90,928)        -
  Interest on own capital                 -        -       -        -        -   (19,245)  (19,245)
  Dividends                               -        -       -        -        -   (18,642)  (18,642)

                                    ---------------------------------------------------------------
Balances at December 31, 2000       303,000  322,674      68   28,072   86,382   327,237 1,067,433
                                    ===============================================================
</TABLE>


See accompanying notes.

<PAGE>


                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.
                   STATEMENTS OF CHANGES IN FINANCIAL POSITION

                     Years ended December 31, 2000 and 1999
                          (In Thousands of Reais - R$)

<TABLE>
<CAPTION>
                                                COMPANY           CONSOLIDATED
                                          ------------------------------------------
                                            2000      1999       2000       1999
                                          -------- ---------- ---------- ------------
  <S>                                     <C>       <C>          <C>       <C>
  SOURCES OF WORKING CAPITAL
  Net income                                90,928    107,293     90,928   107,293
  Minority interests                             -          -     14,680    17,711
  Expenses  (income)  not  affecting  net
  working capital:
   Depreciation and amortization            43,405      5,540    172,427    92,836
   Equity pick-up                         (157,273) (135,884)          -         -
   Monetary   variation   on   noncurrent    3,828        668      8,303     4,867
   assets and liabilities
   Book  value  of  property,  plant  and        -          -          -     5,462
   equipment write-offs
                                          -------- ---------- ---------- ------------
  Funds generated by  economic activity    (19,112)   (22,383)   286,338   228,169

  From shareholders
   Capital increase                              -     53,100          -    53,100
   Premium reserve at the merger                 -    322,742          -   322,742
                                          -------- ---------- ---------- ------------
                                                 -    375,842          -   375,842
  From third parties
   Transfer  from  noncurrent  to current        -          -          -        10
   assets
   Transfer  from  property,   plant  and        -     30,275          -    30,275
   equipment to investments
    Increase in noncurrent liabilities           -    120,654     15,148    76,908
                                          -------- ---------- ---------- ------------
                                                 -    150,929     15,148   107,193
                                          -------- ---------- ---------- ------------
  Total sources of working capital         (19,112)   504,388    301,486   711,204
                                          -------- ---------- ---------- ------------

  APPLICATIONS OF WORKING CAPITAL
  Increase in noncurrent assets                661        145      2,519     2,759
  Additions to investment                   47,768     88,236      1,094     3,710
  Additions   to   property,   plant  and      431      3,179    234,010   242,529
  equipment
  Additions to deferred assets                   2    322,674      6,454   359,263
  Transfer  from  noncurrent  to  current        -          -     24,981    39,737
  liabilities
  Reduction in noncurrent liabilities       79,338          -          -         -
  Interest on own capital                   19,245     36,500     25,111    44,619
  Dividends                                 18,642          -     18,642         -
  Capital reduction - partial spin-off         100          -        100         -
  Minority interests                             -          -     21,745    18,118
                                          -------- ---------- ---------- ------------
  Total applications of working capital    166,187    450,734    334,656   710,735
                                          -------- ---------- ---------- ------------
  INCREASE  (REDUCTION)  IN  NET  WORKING (185,299)    53,654    (33,170)      469
  CAPITAL
                                          ======== ========== ========== ============

  WORKING CAPITAL VARIATION
  In current assets
   At beginning of year                     90,598     52,499    394,822   263,121
   At year-end                             100,017     90,598    935,637   394,822
                                          -------- ---------- ---------- ------------
                                             9,419     38,099    540,815   131,701
  In current liabilities
   At beginning of year                     42,942     58,497    292,120   160,888
   At year-end                             237,660     42,942    866,105   292,120
                                          -------- ---------- ---------- ------------
                                           194,718     15,555    573,985   131,232
                                          -------- ---------- ---------- ------------
  INCREASE  (REDUCTION)  IN  NET  WORKING (185,299)    53,654    (33,170)      469
  CAPITAL
                                          ======== ========== ========== ============
</TABLE>


See accompanying notes

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


1.    OPERATIONS

      Tele Centro Oeste Celular Participacoes S.A. was constituted in accordance
      with Article 189 of Law No. 9,472/97  (Telecommunications General Law) and
      Decree  No.  2,546 of April  14,  1998,  as a result  of the  spin-off  of
      Telecomunicacoes  Brasileiras S.A.. The shareholders' general meeting that
      approved  the  register/justification  was  held on May 22,  1998  and the
      respective appraisal report was issued on February 28, 1998.

      The  Company  is  publicly  traded  and  directly  controlled  by BID S.A.
      (company controlled by Splice do Brasil S.A.) which acquired 53.80% of the
      voting capital and 18.36% of the total capital.

      The Company controls the following  companies:  Telebrasilia Celular S.A.,
      Telegoias Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron
      Celular S.A. and Teleacre  Celular S.A.. The  subsidiaries are responsible
      for providing  cellular  telephone services - Band A throughout the Middle
      West region of the  country  including  the States of  Rondonia  and Acre,
      according to the concession  terms signed by the Federal  Government which
      should  expire on by August 5, 2008 but could be  extended  for another 15
      years.

      On  May  24,  1999  the  company  Norte  Brasil  Telecom  S.A.  - NBT  was
      constituted,  as a  private  corporation,  with 95%  participation  in the
      parent company.  NBT's operating objective is to explore cellular services
      as well as all  necessary  and  useful  activities  for  delivering  these
      services  within area 8 - Band B which  comprises  the States of Amazonas,
      Roraima, Amapa, Para and Maranhao.

      Norte Brasil Telecom S.A.  started up its operating  activities at the end
      of October 1999 serving 11 from the 97 cities  comprising  the  respective
      service  area.  As the  operating  activities  related to the  services at
      December 31, 1999 were not significant,  all expenses incurred as a result
      were considered as  pre-operating  expenses  considering that from January
      2000 on these expenses ended up by being amortized.

      The  services  provided by the  subsidiaries  and  respective  charges are
      controlled by ANATEL  (National Agency of  Telecommunications),  authority
      responsible  for regulating  telecommunications  in Brazil,  in accordance
      with Law No. 9,472 of July 16, 1997.

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


2.    PRESENTATION OF THE FINANCIAL STATEMENTS

      The financial statements of the parent company and consolidated  financial
      statements  have been prepared in  conformity  with  accounting  practices
      based  on the  Brazilian  Corporate  Law and  norms  published  by the CVM
      (Brazilian  Equivalent of the  Securities  and Exchange  Commission of the
      US).


3.  SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES

      a) SHORT-TERM INVESTMENTS

         Refer to temporary  investments  of high  liquidity  falling due within
         less  than  three  months,  stated at cost  plus  income  earned to the
         balance sheet date.

      b) CREDITS AND OBLIGATIONS

         Credits  and  obligations  are stated at their  historical  value.  The
         amounts  subject to monetary  correction,  foreign  exchange  rates and
         interest have been adjusted to the balance sheet date

      c) ALLOWANCE FOR DOUBTFUL ACCOUNTS

         This provision was constituted to cover accounts receivable unlikely to
         be collected. The methodology comprises the recording of a provision to
         cover 100% of accounts overdue more than 90 days. Additionally, for the
         accounts not yet billed, not yet due and overdue more than 90 days, the
         percentages  historically  obtained from  write-offs are applied on the
         respective gross revenues computed within the last 12 months.

      d) INVENTORIES

         Stated at average acquisition cost, not exceeding replacement cost.

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


3.    SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES--Continued

      e) PROPERTY, PLANT AND EQUIPMENT

         Property,  plant and equipment is stated at acquisition or construction
         cost,  monetarily  corrected  to  December  31,  1995 less  accumulated
         depreciation.

         The operation right  (concession area 8) of cellular  services - Band B
         relating to the subsidiary  Norte Brasil Telecom S.A. was stated at the
         respective  acquisition  cost and is being  amortized in  accordance to
         concession terms.

         Materials  related to the plant  expansion  are  stated at  acquisition
         average cost.

         Maintenance and repair expenses representing  improvements (increase of
         installed capacity or useful life) are capitalized, while the remaining
         are charged to operating results following the accrual method.

         Depreciation  is provided using the  straight-line  method based on the
         estimated  useful  lives  of  the  underlying  assets.  The  respective
         depreciation rates are described in Note 9.

      f) DEFERRED CHARGES

         PREOPEARTING EXPENSES

         Income and expenses incurred during the  pre-operating  period faced by
         the  subsidiary  Norte  Brasil  Telecom  S.A.  are  charged to deferred
         charges.

         Deferred charges were not amortized during 1999 as the subsidiary Norte
         Brasil Telecom S.A. was undergoing the  amortization for the respective
         expenses started as of January 2000.

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


3.    SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES--Continued

      f) DEFERRED ASSETS--Continued

         PREMIUM IN THE MERGER OF COVERAGE PARTICIPACOES S.A.

         On December  14, 1999 the Company  merged its parent  company  Coverage
         Participacoes  S.A. with the aim of using the tax credit generated as a
         result the premium amortization in the amount of R$ 322,674.

         During the  Shareholders  Meeting  of October  30,  2000,  the  Company
         decided to partially  spin-off the shareholders'  equity,  transferring
         the  premium  to  its  subsidiaries   (except  NBT)  with  the  aim  of
         strengthening  the  structure of its  subsidiaries  and  improving  the
         utilization  of the tax  benefit  generated  as a result of the premium
         amortization by the subsidiary  companies.  For more details,  see Note
         30.

      g) PROVISION FOR VACATION

         The amounts  related to  employees'  vacation due were  provided for in
         proportion to the respective acquisition period.

      h) INCOME TAX AND SOCIAL CONTRIBUTION TAX ON INCOME

         Income  tax  and  social  contribution  tax on  income  are  calculated
         according to current  legislation.  Deferred  taxes are  recorded  over
         temporary  differences,  calculated  based on rates  applicable  at the
         respective realization on liquidation recorded on an accrual basis.

      i) PROVISION FOR CONTINGENCIES

         The provision for  contingencies  was recorded  based on an analysis of
         the Company's lawyers regarding all existing legal actions.

      j) INCOME AND EXPENSES

         Income and  expenses are charged to the year's  operating  result on an
         accrual basis.  The revenues  derived from sales of prepaid  recharging
         cellular  telephone  cards are  deferred  and charged to the  operating
         result as the cards are used.

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


3.    SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES--Continued

      k) FINANCIAL RESULT, NET

         The  financial  result net is  represented  by  interest  and  monetary
         correction on short-term investments and loans obtained and granted. In
         compliance  with the  current  tax  legislation,  the  interest  on own
         capital is recorded as financial expenses and considered as destination
         of result for financial statement  purposes,  according to Deliberation
         No. 207 of December 12, 1996 of the CVM  (Brazilian  Equivalent  of the
         Securities and Exchange Commission of the US).

      l) PENSION PLAN

         Tele Centro Oeste Celular Participacoes S.A. and subsidiaries sponsor a
         private  defined-benefit  social  security  plan,  which is  managed by
         SISTEL.  The plan  contributions  are  determined  based  on  actuarial
         studies  conducted by independent  actuaries in accordance with current
         Brazilian  norms. The actuarial  studies are  periodically  reviewed in
         order to determine the need for adjusting the contributions. Additional
         information regarding this plan are referred to in Note 26.

      m) EMPLOYEES' INCOME PARTICIPATION

         Tele Centro Oeste Celular  Participacoes S.A. and subsidiaries  provide
         for employees' income  participation  based on Article 5 of Provisional
         Measure No. 980 of April 25, 1995 and subsequent publications.

         The amount  provided for is equivalent to a monthly  salary  subject to
         approval at the Shareholders Meeting.

      n) PROFIT PER SHARE

         Profit  per  share  was  calculated  based on the  number  of shares in
         circulation at the balance sheet computation date.

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


4.    CONSOLIDATION OF THE FINANCIAL STATEMENTS

      The  consolidated  financial  statements  were prepared in accordance with
      consolidation  basic principles  established by Corporate Law and norms of
      the CVM (Brazilian Equivalent of the Securities and Exchange Commission of
      the US).

      We present below the main consolidation procedures:

      a) Elimination  of assets  and  liability  account  balances  between  the
         consolidated companies;
      b) Elimination of capital participation, reserves and retained earnings of
         the consolidated companies;
      c) Elimination of revenues and expenses derived from business held between
         the consolidated companies;
      d) Highlighting the amounts of  participation by minority  interest on the
         financial statements.

      The consolidated companies are as follows:

<TABLE>
<CAPTION>
                                         CAPITAL PARTICIPATION TOTAL (%)
                                        ----------------------------------
                                               2000             1999
                                        ----------------------------------
     <S>                                      <C>              <C>
     Telebrasilia Celular S.A.                88.21            86.81
     Telegoias Celular S.A.                   92.22            89.54
     Telemat Celular S.A.                     97.31            91.87
     Telems Celular S.A.                      98.19            96.01
     Teleron Celular S.A.                     96.97            91.31
     Teleacre Celular S.A.                    98.29            93.98
     Norte Brasil Telecom S.A. - NBT          95.00            95.00
</TABLE>

5.    MARKETABLE SECURITIES

<TABLE>
<CAPTION>
                                                            COMPANY     CONSOLIDATED
                                                         --------------------------------
                               INTEREST           DUE DATE    2000   1999    2000   1999
                        -----------------------------------------------------------------
    <S>                                           <C>        <C>    <C>    <C>     <C>
    Notes from  Central Foreign  exchange  plus
    Bank  of  Brazil  - annual  interest  of 6%   9/17/2001
    Especial  Issuing - with 100%  Swap of CDI       and         -  7,245  39,007  35,157
    public titles                                 6/17/2004
    Debentures        - Pre-fixed  annual  rate
    Unibanco    Leasing of 15% with  100%  Swap   5/1/2003       -      -  28,165  24,696
    contracts           of CDI
    Commercial  Paper - Pre-fixed  annual  rate
    Splice   do  Brasil of 19% with  106%  Swap   1/12/2001  8,289      -  77,743   7,792
    S/A                 of CDI
    Bank    Certificate Pre-fixed  annual  rate   3/19/2001
    Deposit - Unibanco  of 15% with  100%  Swap      and         -      -  13,786  12,087
                        of CDI                    4/25/2001
                                                             ----------------------------
                                                             8,289  7,245 158,701  79,732
                                                             ============================
</TABLE>

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


6.    ACCOUNTS RECEIVABLE FROM SERVICES

<TABLE>
<CAPTION>
                                               CONSOLIDATED
                                          -----------------------
                                             2000        1999
                                          ------------------------
    <S>                                    <C>         <C>
    Amounts invoiced                        47,901      70,537
    Amounts to be invoiced                  42,948      48,185
    Network use rate                        46,284      27,724
    Sales - prepaid                         40,611      21,947
    Allowance for doubtful accounts        (25,826)    (26,408)
    Others                                   9,092      15,588
                                          ------------------------
                                           161,010     157,573
                                          ========================

    Not yet due                             20,031      26,452
    Overdue - from 1 to 30 days             10,779      13,153
    Overdue - from 31 a 60 days              3,694       6,615
    Overdue - from 61 a 90 days              3,443       6,733
    Overdue - more than 90 days              9,954      17,584
                                          ------------------------
    Total services invoiced                 47,901      70,537
                                          ========================
</TABLE>

    Statement of the allowance for doubtful accounts:

<TABLE>
<CAPTION>
                                               CONSOLIDATED
                                          -----------------------
                                             2000        1999
                                          -----------------------
    <S>                                      <C>         <C>
    Initial balance                          26,408      21,218
    Complement to the year's allowance       54,873      62,636
    Losses                                 (55,455)    (57,446)
                                          -----------------------
    Final balance                            25,826      26,408
                                          =======================
    Losses recovering                         9,569       5,115
                                          -----------------------
</TABLE>

<PAGE>
                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


7.    DEFERRED AND RECOVERABLE TAXES

<TABLE>
<CAPTION>
                                            COMPANY          CONSOLIDATED
                                       --------------------------------------
                                         2000      1999     2000      1999
                                       --------------------------------------
    <S>                                <C>      <C>       <C>      <C>
    Recoverable income tax              16,642   12,942    37,597   26,301
    Recoverable social contribution      5,118    5,736    10,373    9,733
    tax
    Deferred income and social
    contribution taxes                   8,533      646    18,853   11,697
    ICMS tax recoverable                     -        -    17,764    9,555
    Other recoverable taxes                 57       64     1,302    1,329
                                       --------------------------------------
                                        30,350   19,388    85,889   58,615
    Current                            (30,350) (19,388)  (85,438) (58,054)
                                       --------------------------------------
    Noncurrent                               -        -       451      561
                                       ======================================
</TABLE>

      The ICMS tax recoverable  refers to credits of ICMS tax on the acquisition
      of property,  plant and equipment  which will be  compensated  during 2001
      against telephone sales and services.


8.    INVESTMENTS

<TABLE>
<CAPTION>
                                            COMPANY          CONSOLIDATED
                                       --------------------------------------
                                         2000      1999     2000      1999
                                       --------------------------------------

   <S>                                <C>         <C>        <C>      <C>
    Participation  stated  through
    the equity method                 1,254,627   776,207        -        -
    Premium - Norte BrasilTelecom         3,339     3,710    3,339    3,710
    S.A.
    Other investments                     1,286         6    1,286        6
    Tax incentive                             -         -      185        -
                                       --------------------------------------
                                       1,259,252  779,923    4,810    3,716
                                       ======================================
</TABLE>

<TABLE>
<CAPTION>
                                                        2000                                        1999
    ----------------------------------------------------------------------------------------------------------------------
                                                                                       INCREASE
                                                                                         OF
                                                                                       CAPITAL,
                                                                                       INTEREST
                                                                                        ON OWN
                                   INCOME                                              CAPITAL
                   SHAREHOLDERS' (LOSS)FOR    VOTING     TOTAL    EQUITY     PREMIUM     AND
    COMPANY           EQUITY      THE YEAR    CAPITAL   CAPITAL   PICK-UP    MERGED     OTHERS   INVESTMENTS   INVESTMENTS
    ----------------------------------------------------------------------------------------------------------------------
    <S>             <C>           <C>          <C>        <C>     <C>       <C>        <C>       <C>            <C>
    Telebrasilia      429,562      70,652       91%       88%      62,035    79,489    (17,468)    388,255       264,199
    Telegoias         306,212      44,156       91%       92%      40,284    55,242    (16,339)    286,662       207,475
    Telemat           217,692      36,533       99%       97%      34,776    55,214     16,810     213,307       106,507
    Telems            187,215      28,825       99%       98%      28,025    63,306      7,117     184,955        86,507
    Teleron            47,383       5,525       98%       97%       5,124    13,248     (1,289)     46,345        29,262
    Teleacre           27,690       3,683      100%       98%       3,579     7,789      4,044      27,345        11,933
    NBT               108,087     (17,421)      95%       95%     (16,550)        -     53,984     107,758        70,324
                   -----------------------                      ----------------------------------------------------------
                    1,323,841     171,953                         157,273   274,288     46,859   1,254,627       776,207
                   =======================                      ==========================================================
</TABLE>


<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


8.    INVESTMENTS--Continued

      The premium of R$ 3,339 (R$ 3,710 in 1999)  refers to the  acquisition  of
      45% of the shares of Norte Brasil Telecom S.A. from Inepar S.A. on May 24,
      1999. This premium is being amortized over a period of 10 years.


9.    PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                              COMPANY
                                    -----------------------------
                                        2000           1999
                                    -----------------------------
<S>                                    <C>            <C>
    Other assets                       3,179          2,800
    Assets and construction in             1            327
    progress
                                    -----------------------------
                                       3,180          3,127
                                    =============================
</TABLE>


<TABLE>
<CAPTION>
                                                                CONSOLIDATED
                                            ---------------------------------------------------
                                                             2000                       1999
                                            ---------------------------------------------------
                                 ANNUAL        COST
                              DEPRECIATION   MONETARILY   ACCUMULATED      NET BOOK    NET BOOK
                                 RATE(%)     CORRECTED    DEPRECIATION      VALUE       VALIE
                              -----------------------------------------------------------------
    <S>                         <C>        <C>            <C>              <C>         <C>
    Assets and service
     installations
      Switching equipment          10        148,616       (35,592)        113,024      93,369
      Transmission equipment     14.29       558,984      (226,263)        332,721     336,383
      Infra-structure
         Land                      -           3,588             -           3,588       3,293
         Buildings                 4          30,346        (8,857)         21,489      16,730
         Supporters and            5          39,683        (6,855)         32,828      25,091
          protectors
         Energy equipment          10         60,503       (29,110)         31,393      32,825
         Others                    10          3,824        (1,016)          2,808       6,870
         Computer equipment        20         13,115        (4,201)          8,914       5,919
         Vehicles                  20          1,618        (1,047)            571         380
         Exploration right        3.33        60,550        (2,016)         58,534      60,550
           (concession)
         Other assets           5 to 20       57,123       (15,458)         41,665      29,614
    Assets for future use          10              -             -               -      14,338
    Assets  and  construction      -         182,932             -         182,932      90,035
      in progress
    Construction material          -          10,908             -          10,908         906
                                           ---------------------------------------------------
                                           1,171,790      (330,415)        841,375     716,303
                                           ===================================================
</TABLE>


<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


10.   DEFERRED CHARGES

<TABLE>
<CAPTION>
                                               COMPANY          CONSOLIDATED
                                         ---------------------------------------
                                            2000     1999      2000      1999
                                         ---------------------------------------
    <S>                                       <C>  <C>        <C>       <C>
    Premium - Coverage Participacoes S.A.     -    322,674    322,674   322,674
    Premium amortization                      -     (5,378)   (68,865)   (5,378)
    Preoperating expenses                     -          -     42,994    36,589
    Others                                    -         17         64        17
                                         ---------------------------------------
                                              -    317,313    296,867   353,902
                                         =======================================
</TABLE>


11. PAYROLL AND RELATED ACCRUALS

<TABLE>
<CAPTION>
                                               COMPANY          CONSOLIDATED
                                         ---------------------------------------
                                            2000     1999      2000      1999
                                         ---------------------------------------
    <S>                                    <C>        <C>      <C>       <C>
    Salaries, wages and fees                 618       496     1,394     1,581
    Social charges provided for            1,134       638     5,113     3,472
    Benefits provided for                     36        91       462       619
                                         ---------------------------------------
                                           1,788     1,225     6,969     5,672
                                         =======================================
</TABLE>

12. SUPPLIERS

<TABLE>
<CAPTION>
                                               COMPANY          CONSOLIDATED
                                         ---------------------------------------
                                            2000     1999      2000      1999
                                         ---------------------------------------
    <S>                                      <C>     <C>     <C>        <C>
    Suppliers                                746       518   219,550    75,677
    Consignment on behalf of third            45     5,703     4,414    10,199
    parties
    Fixed telephone companies                  -         -     4,341    11,234
    Others                                     -         -         -         5
                                         ---------------------------------------
                                             791     6,221   228,305    97,115
                                         ---------------------------------------
    Current                                  791     6,221   227,757    96,557
                                         ---------------------------------------
    Noncurrent                                 -         -       548       558
                                         =======================================
</TABLE>


<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)

13. INDIRECT TAXES

<TABLE>
<CAPTION>
                                               COMPANY          CONSOLIDATED
                                         ---------------------------------------
                                            2000     1999      2000      1999
                                         ---------------------------------------
    <S>                                      <C>          <C>  <C>       <C>
    ICMS                                         -        -    25,939    27,861
    Fistel tax                                   -        -    28,355    14,250
    Taxes  on  revenues  (COFINS,  PIS and   2,005        -     6,708     3,594
    others
                                         ---------------------------------------
                                             2,005        -    61,002    45,705
                                         =======================================
</TABLE>

14. INCOME TAXES

<TABLE>
<CAPTION>
                                               COMPANY          CONSOLIDATED
                                         ---------------------------------------
                                            2000     1999      2000      1999
                                         ---------------------------------------
    <S>                                          <C>    <C>       <C>     <C>
    Income and social  contribution  taxes       -      113       68      6,295
    payable
    Deferred income tax                          -        -        -        432
                                                 -      113       68      6,727
    Current                                      -      113       68      6,486
                                         ---------------------------------------
    Noncurrent                                   -        -        -        241
                                         =======================================
</TABLE>


15. INCOME PARTICIPATION

<TABLE>
<CAPTION>
                                               COMPANY          CONSOLIDATED
                                         ---------------------------------------
                                            2000     1999      2000      1999
                                         ---------------------------------------
    <S>                                     <C>      <C>      <C>        <C>
    Interest on own capital for
      this year                             19,245   36,500   25,111     44,619
    Interest  on own capital for the
      prior year                             5,313    3,901    9,841      6,556
    IRRF on interest on own capital         (2,881)  (5,475)  (3,778)    (6,693)
    Dividends                               18,642        -   18,642          -
    Employees' income participation            525      430    1,964      1,636
                                         ---------------------------------------
                                            40,844   35,356   51,780     46,118
                                         =======================================
</TABLE>

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


16.   LOANS AND FINANCING
<TABLE>
<CAPTION>
                                                                                  COMPANY              CONSOLIDATED
      ----------------------------------------------------------------------------------------------------------------
                              INTEREST AND MONETARY CORRECTION      DUE DATE       2000       1999     2000      1999
      ----------------------------------------------------------------------------------------------------------------
      <S>                                                          <C>           <C>            <C> <C>        <C>
      NATIONAL CURRENCY
        BNDES                   TJLP plus annual interest of         1/2/2001           -       -     84,026    66,425
                                7% per year
        Commercial Paper        Annual discount of 19% applied      1/12/2001     186,913       -    186,913         -
                                on the subscription date with
                                Swap of 103.5% of CDI
        Other loans             Industrial products Column 20 -      2000 to            -       -      1,771     1,713
                                FGV                                   2008
      FOREIGN CURRENCY
        Banco ABC do            Foreign exchange variation based    4/23/2001           -       -      6,086     3,648
        Brasil                  on  the U.S. dollar plus libor
                                and annual interest of 1.125%
        Euro Commercial         Annual discount of 9.5% with                        5,014       -    207,943         -
        Paper                   foreign exchange variation based
                                on the U.S. dollar plus Swap of     5/18/2001
                                CDI
        Export                  Foreign exchange variation
        Development             based  on  the U.S.  dollar
        Corporation -           plus libor for six month           11/22/2005           -       -     21,954     8,326
          EDC                   and annual interest of 3.90%
        Others                                                                          -       -        456         -
                                                                                  191,927       -    509,149    80,112
        Current                                                                  (191,927)      -   (490,239)  (70,291)
        Noncurrent                                                                      -       -     18,910     9,821
</TABLE>

      The amounts falling due on a long-term basis are as follows:

<TABLE>
<CAPTION>
                        CONSOLIDATED
                 ------------------------
      DUE DATE        2000       1999
      -----------------------------------
         <S>          <C>        <C>
         2001             -      1,874
         2002         4,563      1,875
         2003         4,563      1,874
         2004         4,563      1,874
         2005         4,561      1,874
         2006           220        209
         2007           220        209
         2008           220         32
                  -----------------------
                     18,910      9,821
                  =======================
</TABLE>

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


17. CONCESSION - AREA 8

    Norte Brasil Telecom S.A. acquired from ANATEL  (Telecommunications  Agency)
    the concession of telecommunication  services in area 8 for the amount of R$
    60,550 to be paid in 4  installments  from which 3 have been  liquidated  at
    December 31, 2000, leaving a balance of 1 installments payable in the amount
    of R$ 19,423 falling due on November 27, 2001.


18. RELATED PARTIES (CONSOLIDATED)
<TABLE>
<CAPTION>

                                                   2000                    1999
                                 ----------------------------------------------------------
                                 SPLICE                 SPL
                                   DO     BANCO     CONSTRUTORA    CARTOES
                                 BRASIL  CREDIBEL  PAVIMENTADORA     S.A.    TOTAL   TOTAL
                                 ----------------------------------------------------------
    <S>                          <C>       <C>         <C>         <C>      <C>      <C>
    ASSETS
    Cash and cash equivalents        -       713           -           -       713      337
    Short-term investments           -     6,527           -           -     6,527      369
    Commercial paper             77,743        -           -           -    77,743    7,792
    Loan agreement                2,673        -           -           -     2,673        -

    LIABILITIES
    Suppliers                     1,410        -           -          42     1,452      200

    TRANSACTIONS
    Income from short-term       10,588      490           -           -    11,078    2,081
    investments
    Maintenance services          3,508        -           -           -     3,508      276
    Acquisition of telephone          -        -           -       2,121     2,121      282
    cards
    Acquisition of property,      3,760        -       1,352           -     5,112    6,231
    plant and equipment

    All  transactions  held with  related  parties were carried out under normal
    market conditions.

</TABLE>

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


19.   NET OPERATING INCOME FROM TELECOMMUNICATION SERVICES

<TABLE>
<CAPTION>
                                               CONSOLIDATED
                                          -----------------------
                                             2000        1999
                                          -----------------------
    <S>                                    <C>          <C>
    Subscription                             188,556     183,166
    Use
       National                              304,494     282,763
       Displacement/additional per call       34,826      37,024
       and others
    Use of network                           324,402     170,700
    Additional services                        9,164      10,101
    Resale of cellular equipment             188,290      41,131
    Resale of cards                           78,227       9,418
    Others                                     1,787       6,596
                                          -----------------------
    Gross operating revenue                1,129,746     740,899
    Gross revenue deductions                (226,649)   (162,043)
                                          -----------------------
    Net operating revenue                    903,097     578,856
                                          =======================
</TABLE>

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


20.   OPERATING COSTS AND EXPENSES

<TABLE>
<CAPTION>
                                            CONSOLIDATED - 2000
                              ------------------------------------------------
                                 COST OF                  GENERAL
                                SERVICES                    AND
                                RENDERED/   SELLING   ADMINISTRATIVE
                                 COST OF    EXPENSES     EXPENSES    TOTAL
                                PRODUCTS
                                  SOLD
                              ------------------------------------------------
    <S>                            <C>         <C>           <C>     <C>
    Personnel                       10,910      13,986       25,677   50,573
    Administration fees                  -           -        1,472    1,472
    Material                         2,948       2,178        2,670    7,796
    Third-party services            89,770      62,558       39,916  192,244
    Rental/leasing/insurance        35,408       3,364        2,345   41,117
    Depreciation and               107,362           -        4,251  111,613
    amortization
    Taxes, rates and                49,942          12          222   50,176
    contributions
    Allowance for doubtful               -       (582)            -    (582)
    accounts
    Net losses                           -      45,886            -   45,886
    Cost of products sold          187,754           -            -  187,754
    Other materials                     61         217          467      745
                              ------------------------------------------------
                                   484,155     127,619       77,020  688,794
                              ================================================

                                            CONSOLIDATED - 1999
                              ------------------------------------------------
                                 COST OF                  GENERAL
                                SERVICES                    AND
                                RENDERED/   SELLING   ADMINISTRATIVE
                                 COST OF    EXPENSES     EXPENSES    TOTAL
                                PRODUCTS
                                  SOLD
                              ------------------------------------------------
    Personnel                        7,432       8,875       18,936   35,243
    Administration fees                  -           -        1,308    1,308
    Material                           750         780        1,885    3,415
    Third-party services            65,419      38,770       29,745  133,934
    Rental/leasing/insurance        30,274       1,129        1,254   32,657
    Depreciation           and      85,568          25        1,860   87,453
    amortization
    Taxes,      rates      and      24,968          79          388   25,435
    contributions
    Allowance   for   doubtful           -       5,190            -    5,190
    accounts
    Net losses                           -      52,331            -   52,331
    Cost of products sold           42,220           -            -   42,220
    Other materials                      6          34          977    1,017
                              ------------------------------------------------
                                   256,637     107,213       56,353  420,203
                              ================================================
</TABLE>

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


21.   OTHER OPERATING INCOME (EXPENSES)

<TABLE>
<CAPTION>
                                            COMPANY             CONSOLIDATED
                                    -----------------------------------------------
                                        2000       1999        2000       1999
                                    -----------------------------------------------
    <S>                               <C>         <C>        <C>         <C>
    Taxes (except income taxes)       (7,711)     (2,611)    (11,696)    (6,529)
    Research and development                -           -       (736)      (512)
    Technical   and    administrative       -           -        743      1,809
    services
    Donations and sponsorships           (40)           -     (3,883)    (1,733)
    Provision for contingencies             -           -          -      (833)
    Recovered expenses                      1          92        772      1,871
    Reversal of provisions                  -         179        253      1,054
    Amortization of merged premium      (372)           -       (372)         -
    Tax incentives                          -       3,559          -      3,559
    Penalties                               -           -      3,231      1,218
    Expenses  recovery at  controlled  22,404           -          -          -
    companies
    Other operating income (expenses)       3       (103)      3,402     (1,068)
                                    -----------------------------------------------
                                       14,285       1,116     (8,286)    (1,164)
                                    ===============================================
</TABLE>


22.   FINANCIAL RESULT, NET

<TABLE>
<CAPTION>
                                            COMPANY             CONSOLIDATED
                                    -----------------------------------------------
                                        2000       1999        2000       1999
                                    -----------------------------------------------
    <S>                               <C>        <C>         <C>         <C>
    Financial revenues                  21,743     3,052       84,244     36,232
    Financial expenses                (65,363)   (44,485)    (108,443)   (66,732)
                                      (43,620)   (41,433)     (24,199)   (30,500)
                                    ===============================================
</TABLE>

    Financial  expenses  include interest on own capital at December 31, 2000 in
    the amount of R$ 19,245 (R$ 36,500  1999) and R$ 25,111 (R$ 44,619 in 1999),
    under parent company and consolidated respectively.

    These amounts were reversed against  shareholders' equity in accordance with
    Deliberation  No. 207/96 of the CVM (Brazilian  equivalent of the Securities
    and Exchange Commission of the US).

<PAGE>

                  TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


23.   NONOPERATING RESULT

    The 2000  nonoperating  result  basically refers to amortization of deferred
    assets (premium computed at the merger of Coverage).


24.   INCOME AND SOCIAL CONTRIBUTION TAXES

<TABLE>
<CAPTION>
                                            COMPANY          CONSOLIDATED
                                       --------------------------------------
                                         2000     1999       2000    1999
                                       --------------------------------------
    <S>                                <C>        <C>     <C>       <C>
    Social   contribution  tax  income    1,832      171  (11,847)   (5,179)
    (expenses)
    Income tax income (expenses)          5,056      420  (29,800)  (29,189)
                                       --------------------------------------
                                          6,888      591  (41,647)  (34,368)
                                       ======================================

    Income before deductions             65,320   70,647  124,108   116,542
    Employees' income participation        (525)    (445)  (1,964)   (1,789)
                                       --------------------------------------
    Calculation base                     64,795   70,202  122,144   114,753
                                       --------------------------------------
    Social contribution tax              (5,831)  (8,480) (12,984)  (10,614)
    Social contribution tax on           (6,515)  (8,189)  (6,717)   (9,039)
    permanent additions
    Social contribution tax on           14,121   16,759    7,680     8,636
    permanent exclusions
    Others                                   57       81      174     5,838
                                       --------------------------------------
    Social contribution tax               1,832      171  (11,847)   (5,179)
                                       ======================================
    Income tax                          (16,198) (17,550) (30,536)  (28,688)
    Income tax on permanent additions   (18,098) (17,061) (18,661)  (18,757)
    Income tax on permanent exclusions   39,225   35,004   17,939    17,935
    Tax incentives/others                   127       27    1,458       321
                                       --------------------------------------
    Income tax                            5,056      420  (29,800)  (29,189)
                                       ======================================
</TABLE>

    In 2000 tax expenses were  calculated  based on the current rate of 37% (25%
    for income tax and 12% for social  contribution tax) in January and 34% (25%
    for  income  tax  and 9% for  social  contribution  tax)  from  February  to
    December. In 1999, tax expenses were calculated based on the current rate of
    33% (25% for income tax and 8% for social  contribution tax) from January to
    April and 37% (25% for income tax and 12% for social  contribution tax) from
    May to December.

<PAGE>

                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


25.   PROVISION FOR CONTINGENCIES

<TABLE>
<CAPTION>
                          COMPANY            CONSOLIDATED
                    ------------------------------------------
                      2000      1999       2000      1999
                    ------------------------------------------
    <S>               <C>        <C>       <C>        <C>
    Tax                5,375      1,899     8,721      5,554
    Labor                  -          -       654        654
    Others (A)        53,128     50,698    53,621     50,994
                    ------------------------------------------
                      58,503     52,597    62,996     57,202
                    ==========================================
</TABLE>

    (A) Basically  refers to original  loans from  Telecomunicacoes  Brasileiras
    S.A. - TELEBRAS,  which according to Attachment II of the Spin-Off Report of
    February 28, 1998, approved by the Shareholders  Meeting of May 1998, should
    be charged to the respective  holding  controlled by Telegoias  Celular S.A.
    and Telebrasilia Celular S.A..

    Local management,  based on the understanding that the respective loans were
    wrongly  allocated at the time of the spin-off,  suspended the payments flow
    subsequent  to the  changes in  Company's  controls.  These  loans are being
    indexed by the IGP-M (Market General Price Index) plus 6% annual interest.

    In June 1999, Tele Centro Oeste Celular  Participacoes S.A. (parent company)
    filed a legal action claiming that the assets related to these obligations -
    loans  and  financing  - belong  to the  Company  as well as the  respective
    accessories, plus compensations for the installments paid.

    The  Company's  lawyers  believe  that the chances of  obtaining a favorable
    outcome are good.

    In November 1999, the Company's management decided to transfer to the actual
    holding - Tele  Centro  Oeste  Celular  Participacoes  S.A.,  the  liability
    derived from the loan originally made by Telecomunicacoes  Brasileiras S/A -
    TELEBRAS and absorbed during the spin-off process.



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


26.   PENSION PLAN

      The Company and  subsidiaries,  except for Norte Brasil Telecom S.A., make
      payments  towards  private  pension  plans and of medical  assistance  for
      retired   employees   which  are  controlled  by  Sistel  Social  Security
      Foundation - SISTEL.  Until December 1999 all sponsors  showed  solidarity
      towards the Sistel Benefits Pan (PBS) and the Medical  Assistance Plan for
      the Retired  (PAMA).  On December  28, 1999 the  sponsors of plans PBS and
      PAMA  negotiated  conditions for the creation of individual  pension plans
      per sponsor, maintaining the solidarity only for those already assisted by
      the plan and under such  conditions  at January 31,  2000,  resulting in a
      restructuring  proposal  on the Sistel  Statute and  Regulation  which was
      approved by the Complementary Pension Department on January 13, 2000.

      The situation of the Defined Benefits  Retirement Plan (PBS-A) and Medical
      Assistance  Plan for the Retired  (PAMA),  which  still  shows  solidarity
      between the sponsors at December 31, 2000 and 1999, is as follows:

<TABLE>
<CAPTION>
                                              2000
                                ---------------------------------
                                   PBS-A       PAMA        TOTAL      1999 (A)
                                -----------  ---------  -----------  -----------
    <S>                          <C>          <C>        <C>          <C>
    Mathematical reserves and    3,016,486    497,932    3,514,418    4,829,056
      funds
    Other liabilities               57,798    431,573      489,371      649,540
                                -----------  ---------  -----------  -----------
    Total reserves and other     3,074,284    929,505    4,003,789    5,478,596
      liabilities
    (-) Total Sistel assets      3,374,869    929,505    4,304,374    7,183,875
                                -----------  ---------  -----------  -----------
    (=) Accumulated surplus        300,585          -      300,585    1,705,279
                                ===========  =========  ===========  ===========
</TABLE>

      (A)refers to the  situation of plans PBS and PAMA  controlled by Sistel at
         December 31, 1999.

      Due to the  discontinuation of the solidarity concept occurred in December
      1999,  the  Company  and  subsidiaries  individually  sponsored  a Defined
      Benefits Retirement Plan - Plan PBS TCO, which covers  approximately 5% of
      the employees working for these companies.  Apart from the supplementation
      benefit,  medical  assistance  (PAMA) is offered to retired  personnel and
      dependents at a shared cost. The  contributions  towards plans PBS TCO and
      PAMA are determined based on actuarial studies and prepared by independent
      actuaries in accordance with current norms established in Brazil. The cost
      determination  regime is based on capitalization  and the contribution due
      by the sponsor is 13.5% on payroll covering the employees who are included
      in the plan from which 12% is allocated to the cost for plan PBS TCO.



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


26.   PENSION PLAN--Continued

      At the end of 2000 Sistel  introduced  a defined  individual  contribution
      plan- Benefits Plan TCO Prev. The Plan is supported by contributions  made
      by the  participants  (employees)  and by the sponsor  which are  credited
      under individual accounts on behalf of the participants. The Companies are
      responsible for costs related to administrative and maintenance  expenses.
      The  employees  taking  part of the Defined  Benefits  Plan (PBS TCO) were
      given the  option to join  plan TCO by  January  31,  2001  maximum,  with
      incentives as benefits.

      The plan was also offered to the  remaining  employees  not taking part of
      plan PBS TCO, as well as to the new employees. The contributions from plan
      TCO Prev participants are as follows: a) basic contribution - ranging from
      3%  to  8%  of  the  participation  salary,  according  to  age,  in  full
      percentages;   b)  voluntary   contribution   -  limited  to  22%  of  the
      participation  salary,  with 8% of basic  contribution;  8%;  c)  sporadic
      contribution  - de eventual  contribution  of amounts no lower than 10% of
      the  salary  ceiling.  The  contributions  by the  plan's  sponsor  are as
      follows:  a)  normal  contribution  -  equivalent  to  100%  of the  basic
      contribution  of each  active  participant;  b)  variable  contribution  -
      eventual   contributions   in  accordance   with  uniform   criterion  not
      discriminating  the joined  participants;  c) specific  contribution - for
      ensuring the observation of the minimum limit fixed by the legislation for
      the benefit amount.

      The position  regarding the Defined  Pension and Benefit Plans PBS TCO and
      TCO Prev at December 31, 2000 is as follows:


<TABLE>
<CAPTION>
    PBS TCO                                                     2000
    -------                                                   --------
    <S>                                                        <C>
    Mathematical reserves and funds                            14,261
    Other liabilities                                           1,831
                                                              --------
    Total reserves and other liabilities                       16,092
    (-) Total of plan assets                                   16,406
                                                              --------
    (=) Accumulated surplus                                       314
                                                              ========

    TCO PREV                                                    2000
    --------                                                  --------
    Mathematical reserves and funds                            12,753
    Other liabilities                                           1,575
                                                              --------
    Total reserves and other liabilities                       14,328
    (-) Total plan assets                                      14,328
                                                              --------
    (=) Accumulated surplus                                         -
                                                              ========
</TABLE>

      During 2000,  the Company made  contributions  to the Plan PBS TCO and TCO
      Prev in the amount of R$ 243 (R$ 2,087 under consolidated).



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


27.   SHAREHOLDERS' EQUITY

      a) CAPITAL

      The  authorized  capital at  December  31,  2000 and 1999  corresponds  to
      700,000,000,000 shares.

      The subscribed and paid-in  capital at December 31, 2000 is R$ 303,000 (R$
      303,100 in 1999),  represented by 364,399,028,000 shares with no par value
      distributed as follows:

<TABLE>
<CAPTION>
                                                        2000          1999
                                                 ------------------------------
<S>                                                <C>            <C>
    Common shares                                  124,369,031    124,369,031
    Preferred shares                               240,029,997    240,029,997
                                                 ------------------------------
                                                   364,339,028    364,339,028
                                                 ==============================
    Financial   value  per  lot  of  thousand         2.980455       2.784472
    shares (in R$)
</TABLE>

      The preferred shares owned by Tele Centro Oeste Celular  Participacoes S.A
      do not have  voting  right  with  priority  of capital  reimbursement  and
      payment of noncumulative minimum dividends.

      The partial  spin-off of the  Company  was  approved at the  Extraordinary
      Shareholders Meeting held at Tele Centro Oeste Celular  Participacoes S.A.
      on October 30, 2000 and confirmed by the Administrative Council,  reducing
      its  subscribed  capital  from R$  303,100 to R$  303,000  and  increasing
      capital in its  subsidiaries  (except  Norte Brasil  Telecom S.A.) of R$ 5
      (five reais) each and the  remaining  amount was used for capital  reserve
      purposes.

      b) ESPECIAL RESERVE

      This reserve was  constituted  from the  Company's  partial  spin-off.  It
      refers  to the  premium  paid at the  acquisition  by BID (and  subsequent
      recorded  at  Coverage,  a company  merged  by TCO).  This  operation  was
      recorded in a specific  account under  permanent  assets in counterpart of
      the especial capital reserve account under shareholders' equity.



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


27.   SHAREHOLDERS' EQUITY--Continued

      c) REVENUES RESERVES

      LEGAL RESERVE

      Tele Centro Oeste Celular  Participacoes S.A. is required by the corporate
      legislation  to  appropriate  5% of its annual income to the legal reserve
      until the account  corresponds to 20% of the paid-in capital or 30% of the
      capital  plus  capital  reserves.  After these  figures are  reached,  the
      appropriations  to this legal  reserve are no longer  required.  The legal
      reserve may only be used for purposes of capital increase or absorption of
      losses.

      UNEARNED INCOME RESERVE

      Refers to unearned  income  reserve  derived from  investment  adjustments
      recorded in accordance with the equity method.

      The  reserve  is  realized  through  investment  write-offs  at  the  time
      dividends  or  interest  on  shareholders'  equity  and other  events  are
      computed,  according to norms established by the CVM (Brazilian Equivalent
      of the Securities and Exchange Commission of the US).

      The reserve realization is normally recorded under retained earnings.

      d) DIVIDENDS/INTEREST ON OWN CAPITAL

<TABLE>
<CAPTION>
                                                          2000        1999
                                                      ------------------------
    <S>                                                 <C>        <C>
    Net income for the year                              90,928     107,293
    (+) Reversal of unearned income reserve             101,929     124,914
    (-) Unearned income reserve                         (86,382)   (101,929)
    (-) Legal reserve                                    (4,546)     (5,364)
    (+) Premium amortization expenses                    43,024           -
    (-) Tax benefit from the premium computation        (14,628)          -
                                                      ------------------------
    (=) Net income for the year, adjusted               130,325     124,914
    Minimum compulsory dividends (25%)                   32,581      31,229
     Common shares                                       11,120      10,658
     Preferred shares                                    21,461      20,571
    Dividends value per lot of thousand shares - R$       0.089       0.086
</TABLE>

<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


27.   SHAREHOLDERS' EQUITY--Continued

      As determined by management,  at December 31, 2000 interest on own capital
      was  credited to  shareholders  in the amount of R$ 19,245 (R$ 0.05281 per
      lot of thousand  shares)  with  retention  of 15%,  for  withholding  tax,
      resulting in R$ 16,358 (R$ 0.04489 per lot of thousand  shares)  according
      to Law No. 9,249/95.  It was proposed at the Shareholders Meeting that the
      respective interest, net of income tax whenever due, be compensated in the
      same amount as that of compulsory dividends.

<TABLE>
<CAPTION>
                                                 2000         1999
                                               -----------------------
<S>                                              <C>         <C>
    Common shares                                 6,569      12,457
    Preferred shares                             12,676      24,043
    Withholding tax                              (2,887)     (5,475)
                                               -----------------------
                                                 16,358      31,025
                                               =======================
</TABLE>

      Additionally,  dividends  in the  amount of R$  18,642  were  proposed  at
      December 31, 2000, distributed as follows:

<TABLE>
<CAPTION>
                                                 2000         1999
                                               -----------------------
    <S>                                          <C>             <C>
    Common shares                                 6,363          -
    Preferred shares                             12,279          -
                                               -----------------------
                                                 18,642          -
                                               =======================
</TABLE>

      e) RETAINED EARNINGS

      The  remaining  balance  of the  year's  retained  earnings,  adjusted  in
      accordance  with  Article  202 of Law No.  6,404/76,  in the  amount of R$
      329,656 at December  31, 2000 (R$ 263,195 at December  31,  1999) is to be
      made  into  future  investments  according  to the  capital  budget  to be
      presented at the Shareholders Meeting.



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


28.   MARKET VALUE OF FINANCIAL ASSETS AND LIABILITIES (FINANCIAL INSTRUMENTS)

      At December 31, 2000, the Company and subsidiaries  maintained  operations
      that could be regarded as "Financial Instruments" according to instruction
      of the CVM No. 235/95.  However, none of these operations should result in
      significant  effects  regarding  future gain or loss,  considering  market
      values and rates.

      The main operations were:

      o  Short-term  investments  - adjusted  according  to rates agreed with by
         financial institutions, without expectations of losses to the Company.

      o  Loans and financing - are linked to several  indices and present varied
         interest  rates,  as mentioned in Note 16.  Local  management  does not
         believe that future  gains or losses will be generated by  negotiations
         involving loans and financing.

      The  handling of these  operations  is carried out through  definition  of
      strategies,  establishment of control  systems,  determination of position
      limits and assessment of risks involved.


29.   INSURANCE

      At December 31, 2000,  Tele Centro Oeste  Celular  Participacoes  S.A. and
      subsidiaries  entered into insurance  contracts to cover the most relevant
      items.



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


30.   CORPORATE RESTRUCTURING

      A corporate restructuring was approved at the Extraordinary  Shareholders'
      Meeting  of  October  30,  2000,   involving  Tele  Centro  Oeste  Celular
      Participacoes  S.A. (TCO),  Telebrasilia  Celular S.A.,  Telegoias Celular
      S.A.,  Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A. and
      Teleacre Celular S.A.,  through which a partial spin-off of TCO is carried
      out with the merger of the  spin-off  portions  at the  subsidiaries.  The
      spin-off  portion of  shareholders'  equity at TCO  comprised  two assets:
      deferred  assets  (premium)  in the  value of R$  274,288  and cash in the
      amount of R$100.  This portion of shareholders'  equity was merged at each
      one of the subsidiaries in the following proportion:  Telebrasilia Celular
      - 28.98%;  Telegoias  Celular - 20.14%;  Telemat Celular - 20.13%;  Telems
      Celular - 23.08%;  Teleacre  Celular - 2.84% and Teleron  Celular - 4.83%.
      The  counterpart  of the assets  subjected to the spin-off was the premium
      especial reserve of R$ 100 against capital.

      The partial  spin-off  operation aims at strengthening  the  subsidiaries'
      structure and as well as to better utilizing the tax benefit  generated as
      a result of the premium  amortization  recorded at the  subsidiaries.  The
      partial  spin-off  will allow each  subsidiary to compute tax savings from
      the  amortization of the transferred  premium.  The total estimated amount
      for these tax  savings,  which  should be  computed  over the next 5 (five
      years), corresponds to approximately R$ 93,000.

      The assets  and  liabilities  comprising  the  spin-off  assets of TCO are
      described  as  follows,  according  to the  subsidiary  to whom  they  was
      transferred:

<TABLE>
<CAPTION>
                           DEFERRED CHARGES          PREMIUM ESPECIAL
                             (PREMIUM)        CASH        RESERVE       CAPITAL
                          ------------------------------------------------------
    <S>                       <C>             <C>         <C>             <C>
    Telebrasilia Celular       79,489          29          79,489          29
    Telegoias Celular          55,242          20          55,242          20
    Telemat Celular            55,214          20          55,214          20
    Telems Celular             63,306          23          63,306          23
    Teleron Celular            13,247           5          13,247           5
    Teleacre Celular            7,790           3           7,790           3
                          ------------------------------------------------------
                              274,288         100         274,288         100
                          ======================================================
</TABLE>

    The  spin-off  portion  of the  assets  of TCO  deriving  from  the  capital
    transferred to the subsidiaries as a result of the spin-off operation in the
    total amount of R$ 100 was recorded by the  subsidiaries as follows:  (a) R$
    5.00  (five  reais) as  capital at each  subsidiary,  and (b) the  remaining
    portion was charged to capital reserve at each subsidiary.



<PAGE>



                 TELE CENTRO OESTE CELULAR PARTICIPACOES S.A.

                          NOTES TO FINANCIAL STATEMENTS
                          (December 31, 2000 and 1999)
                           (In Thousand of Reais - R$)


31.   SUBSEQUENT EVENTS

a)    On January 12, 2001 Tele Centro Oeste Celular  Participacoes S.A published
      the  announcement  regarding  the  beginning  of  distribution  of the 2nd
      issuing of promissory  notes,  comprising 500 notes, with unit value of R$
      500,  amounting  to R$ 250,000.  During this  phase,  the total  number of
      existing  promissory  notes was  subscribed.  The  amount  was used at the
      payment of the 1st issuing.

      These promissory notes should fall due within a maximum period of 180 days
      from the date of subscription of each promissory note.

b)    On  January  2,  2001,   the   bridge   loans  with  Banco   Nacional   do
      Desenvolvimento  Economico e Social - BNDES for subsidiaries  Telebrasilia
      Celular S.A., Telegoias Celular S.A., Telemat Celular S.A., Telems Celular
      S.A.,  Teleron Celular S.A. and Teleacre  Celular S.A. were converted into
      long-term  loans.  The  operation  amount  corresponded  to R$ 43,835 with
      payment  falling  due after a period of 5 (five  years).  The  operation's
      amortization  will be quarterly  recorded and should cover  principal plus
      interest.  The charges  derived from the operation  were based on the TJLP
      (Long-term  Interest Rate)  published by the Central Bank of Brazil,  plus
      2.5%  per  year as  basic  spread  of  BNDES  and  1.5%  per year as risks
      remuneration to the financial institutions.




--------------------------------------------------------------------------------

THIS  RELEASE  CONTAINS  FORWARD-LOOKING  STATEMENTS.  STATEMENTS  THAT  ARE NOT
STATEMENTS  OF  HISTORICAL  FACT,  INCLUDING  STATEMENTS  ABOUT THE  BELIEFS AND
EXPECTATIONS OF THE COMPANY'S MANAGEMENT,  ARE FORWARD-LOOKING  STATEMENTS.  THE
WORDS "ANTICIPATES," "BELIEVES," "ESTIMATES," "EXPECTS," "FORECASTS," "INTENDS,"
"PLANS," "PREDICTS,"  "PROJECTS" AND "TARGETS" AND SIMILAR WORDS ARE INTENDED TO
IDENTIFY THESE STATEMENTS, WHICH NECESSARILY INVOLVE KNOWN AND UNKNOWN RISKS AND
UNCERTAINTIES.  ACCORDINGLY, THE ACTUAL RESULTS OF OPERATIONS OF THE COMPANY MAY
BE DIFFERENT FROM THE COMPANY'S CURRENT EXPECTATIONS,  AND THE READER SHOULD NOT
PLACE  UNDUE  RELIANCE  ON  THESE  FORWARD-LOOKING  STATEMENTS.  FORWARD-LOOKING
STATEMENTS  SPEAK ONLY AS OF THE DATE THEY ARE MADE,  AND THE  COMPANY  DOES NOT
UNDERTAKE ANY  OBLIGATION TO UPDATE THEM IN LIGHT OF NEW  INFORMATION  OR FUTURE
DEVELOPMENTS.


<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: February 22, 2001             By:    /S/ MARIO CESAR PEREIRA DE ARAUJO
                                           -------------------------------------

                                    Name:  Mario Cesar Pereira de Araujo
                                    Title: President