SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 6-K/A

                  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
                                    ---    ---


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<PAGE>

The Registrant hereby amends the Report on Form 6-K filed on February 6, 2001 as
follows:


                                                     TCOC3: R$ 8,70/1.000 shares
                                                     TCOC4: R$ 8,46/1.000 shares
                                       TRO: US$ 12.70/ADR (1 ADR = 3,000 shares)


    INVESTOR RELATIONS:
ARTHUR FONSECA  -                                                 WEB SITE
ARTHUR.FONSECA@TCO.NET.BR
FLAVIA  MENEZES  -                                         HTTP://WWW.TCO.NET.BR
FLAVIA.MENEZES@TCO.NET.BR


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



                               TO THE SHAREHOLDERS

      FEBRUARY 7, 2001 -- Tele Centro Oeste Celular  PARTICIPACOES  S.A.  (NYSE:
      TRO;  BOVESPA:  TCOC3/TCOC4)  hereby  informs  its  Shareholders  that the
      Company  has  approved  the  payment  of  Interest  on  Owned  Capital  in
      accordance with the statement of financial  position for the period ending
      on December 31, 2000 and in  accordance  with Article 9 of Law 9249/95 and
      Provision Number 207/96 of the Securities  Exchange  Commission  (CVM), in
      the value of R$  0.0000528123  per share,  with 15%  withheld  income tax,
      which  results in net  Interest of R$  0.0000448904  per share,  except to
      those shareholders who are immune or exempt.

      The corresponding  credit was written in the Company's accounting books on
      December  31,  2000,  on an  individualized  basis  to  each  shareholder,
      according to their shareholding  position on February 19, 2001,  rendering
      the shares prior-to-Interest on Owned Capital as of February 20, 2001.

      The value of the Interest, net of the applicable Withheld Income Tax, will
      be  ascribed  to the value of the  mandatory  dividend  and the  statutory
      dividend on the preferred shares, relative to the fiscal year 2000, adding
      such value to the total amount in dividends distributed by the Company for
      all purposes provided in the Company's bylaws.



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<PAGE>

      Those  individuals who are considered  immune to or exempt from income tax
      according  to the  applicable  legislation  are  required  to  prove  such
      condition  to the  Shares  Division  of Banco  Real  S/A,  the  depository
      institution for the shares without certificates,  located at Av. Paulista,
      1374 - 9(0) andar - Cerqueira Cesar - Sao Paulo - SP by February 19, 2001.

      Shareholders  in the Chambers of Liquidation  and Safekeeping of the Stock
      Exchange  will  have  to  register  such  documents  in  the  Chambers  of
      Liquidation.

      The  payment of the  interest  mentioned  above will be  discussed  at the
      General  Shareholders  Meeting  that  will look  into the  results  of the
      Financial  Statements for the period ending on December 31, 2000, at which
      time the date of the beginning of such payment shall be decided.










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.














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<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 7, 2001        By:   /S/ MARIO CESAR PEREIRA DE ARAUJO
                                    ----------------------------------------
                                    Name:  Mario Cesar Pereira de Araujo
                                    Title: President































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