SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN

STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

CRESUD SOCIEDAD ANÓNIMA COMERCIAL INMOBILIARIA FINANCIERA y

AGROPECUARIA

(Name of Issuer)

Common Stock, Par Value 1.00 Peso per Share

(Title of Class of Securities)

226406106

(CUSIP Number)

Saúl Zang

Juan Manuel Quintana

Carolina Zang

María de los Ángeles del Prado

Estudio Zang, Bergel y Viñes

Florida 537, 18th Floor

Buenos Aires, Argentina

+54(11) 4322-0033

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 226406106 Page 2 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Eduardo S. Elsztain
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Argentina

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 83,927
	8.    SHARED VOTING POWER                 187,790,821
	9.    SOLE DISPOSITIVE POWER                  83,927
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,062
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             IN

SCHEDULE 13D

CUSIP No. 226406106 Page 3 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             IFIS Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Bermuda

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 187,790,821
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,062
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             CO

SCHEDULE 13D

CUSIP No. 226406106 Page 4 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Inversiones Financieras del Sur S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC - OO – BK
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Uruguay

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 187,790,821
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,062
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             CO

SCHEDULE 13D

CUSIP No. 226406106 Page 5 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Consultores Assets Management S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Argentina

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 187,790,821
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,062
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             CO

SCHEDULE 13D

CUSIP No. 226406106 Page 6 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Consultores Venture Capital Uruguay S.A.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Republic of Uruguay

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 187,790,821
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,062
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             CO

SCHEDULE 13D

CUSIP No. 226406106 Page 7 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Consultores Venture Capital Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC – OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Cayman Islands

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 0
	8.    SHARED VOTING POWER                 187,790,821
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,062
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             CO

SCHEDULE 13D

CUSIP No. 226406106 Page 8 of 12 Pages

1.	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)             Dolphin Fund PLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS             WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION             Isle of Man

NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH	7.    SOLE VOTING POWER                 4,715,240
	8.    SHARED VOTING POWER                 0
	9.    SOLE DISPOSITIVE POWER                 0
	10.    SHARED DISPOSITIVE POWER                 192,506,062

11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             192,506,602
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             34.33%
14.	TYPE OF REPORTING PERSON             CO

SCHEDULE 13D

CUSIP No. 226406106 Page 9 of 12 Pages

STATEMENT PURSUANT TO RULE 13d-1 OF THE

GENERAL RULES AND REGULATIONS UNDER THE

SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED

AMENDMENT No. 9 TO SCHEDULE 13D

This Amendment No. 9 Schedule 13D (“Amendment No. 9”) amends and supplements Item 6 and replaces Item 7 of the Schedule 13D filed by the Reporting Persons with the SEC (the “Schedule 13D”). Capitalized terms used in this Amendment No. 9 but not defined herein have the meaning given to such terms in the Schedule 13D, as amended and restated from time to time.

SCHEDULE 13D

CUSIP No. 226406106 Page 10 of 12 Pages

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. of the Amendment No. 6 and 8 previously filed is hereby amended by adding the cancellation of the following agreements.

Securities Loan Agreement: On December 11, IFISA totally cancelled the US$30 million loan with Baldwin Enterprises, Inc. instrumented by a Secured Promissory Note plus accrued interest until the payment date, which amounts to a total of US$ 30,611,200 and, therefore, the related Security Agreement was terminated. As a result, 9,427,826 Cresud’s ADS, 72,995,697 Cresud’s Warrants, and 150,360 IRSA’s GDS were released from the collateral account. Both agreements were dated as of October 24, 2008 and informed in the Amendment No. 8 on such date. The foregoing description of the cancellation of the loan instrumented by a Secured Promissory Note and Security Agreement is qualified in its entirety by reference to the complete text of the Payoff Letter attached hereto as Exhibit 1 and is incorporated herein by reference.

SCHEDULE 13D

CUSIP No. 226406106 Page 11 of 12 Pages

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT 1 Payoff Letter of Inversiones Financieras del Sur S.A. dated December 11, 2008.

SCHEDULE 13D

CUSIP No. 226406106 Page 12 of 12 Pages

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement on Schedule 13D is true, complete and correct.

DATED: December 11, 2008

Eduardo S. Elsztain		Consultores Venture Capital Uruguay
By:	/S/ Eduardo S. Elsztain	By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain	Name:	Eduardo S. Elsztain
		Title:	Chairman of the Board
IFIS Limited		Consultores Assets Management S.A.
By:	/S/ Eduardo S. Elsztain	By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain	Name:	Eduardo S. Elsztain
Title:	Chairman of the Board	Title:	Chairman of the Board
Inversiones Financieras del Sur S.A.		Consultores Venture Capital Limited
By:	/S/ Eduardo S. Elsztain	By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain	Name:	Eduardo S. Elsztain
Title:	Chairman of the Board	Title:	Chairman of the Board
Dolphin Fund PLC
By:	/S/ Eduardo S. Elsztain
Name:	Eduardo S. Elsztain
Title:	Chairman of the Board

EX-1

Exhibit 1

PAYOFF LETTER

December 11, 2008

Inversiones Financieras del Sur S.A.

Ruta 8km 17.500, Edificio 3

Local 004, Zonamérica

República Oriental del Uruguay

with a copy to:

Saúl Zang

Florida 537, 18th floor

Buenos Aires, República Argentina (1005)

Ifis Limited

8 Reid Street, Washington Mall

Hamilton HM 11

Bermuda

with a copy to:

Saúl Zang

Florida 537, 18th floor

Buenos Aires, República Argentina (1005)

Dear Sirs,

Reference is hereby made to (i) the Promissory Note (the “Note”) dated as of October 24, 2008 whereby Inversiones Financieras del Sur S.A (the “Borrower”) promised to pay to the order of Baldwin Enterprises, Inc. (the “Lender”) US$30,000,000 plus accrued interest at a rate per annum equal to fifteen percent at the Maturity Date; (ii) the Guaranty Agreement dated as of October 24, 2008 entered into among Ifis Limited (the “Guarantor”) and the Lender (the “Guaranty Agreement”); (iii) the Security Agreement dated as of October 24, 2008 entered into among the Borrower and the Lender (the “Security Agreement”); and (iv) the Control Agreement dated as of October 24, 2008 entered into among the Borrower, Citigroup Global Markets Inc. (the “Custodian”) and the Lender (the “Control Agreement” and together with the Security Agreement, the Guaranty Agreement and the Note, the “Documents”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Note.

You and we hereby agree that upon receipt of the amounts listed on Schedule A (the “Payoff Amount”), and the Per Diem Amounts (as hereinafter defined), if any, by wire transfer of immediately available funds to the Lender at its account set forth on Schedule A:

1. The obligations of the Borrower and the Guarantor (including the Obligations) to the Lender under the Documents or any other Loan Document, other than those obligations pursuant to indemnification and other provisions of the Loan Documents which by their terms survive the payment of the Loans and the termination of the Loan Agreement and the other Loan Documents, shall be deemed terminated automatically and shall have no further force or effect.

2. All obligations of the Lender under the Note and the Loan Documents will terminate automatically.

3. The Lender shall deliver to the Borrower the Note marked with the notation “cancelled” (the “Cancelled Note”).

4. All of the security interests and liens granted to the Lender in connection with the Loan Documents shall be terminated and we hereby authorize you, your assigns and any party authorized by you to file UCC termination statements and such other releases, discharges and similar documents for such liens, and we agree to execute such further documentation prepared by you, at your expense, as are reasonably necessary or reasonably requested by you (a) to evidence such termination or assignment, and (b) to release, as of record, all notices of security interests and liens previously filed, recorded or registered with respect to the Obligations, and you acknowledge that our execution or delivery of any documents releasing any lien, security interest or claim in any of your assets or property as set forth herein is made without recourse, representation, warranty or other assurance by us as to our rights in any collateral security for amounts owing under the Note and any other related documents, the condition or value of any Collateral, or any other matter.

5. The Control Agreement shall be terminated automatically and the Lender shall immediately notify the Custodian in writing of such termination pursuant to an instruction letter substantially in the form of Exhibit A.

In the event that the Payoff Amount is not received by 2:00 PM (New York City time), on December 11, 2008, assuming no change in the amount of Obligations or the applicable interest rate, the per diem interest and charges shall accrue at the rate per day indicated on Schedule A (the “Per Diem Amount”).

The Borrower and the Guarantor agree that, upon receipt by the Lender of the Payoff Amount, the Borrower and the Guarantor irrevocably release and forever discharge the Lender and its affiliates, agents, representatives, assigns, officers, directors, employees and attorneys from any and all claims, demands, debts, liabilities, damages, costs, expenses and causes of action of every kind and character now existing or hereafter arising our of or in connection with the Loan Documents.

This Payoff Letter constitutes the entire agreement of the parties with respect to the transaction and supercedes all previous and contemporaneous negotiations, promises, covenants, agreements, understanding, representations and warranties in respect thereof, all of which have become merged and finally integrated into this Payoff Letter.

2

This Payoff Letter may be executed in any number of counterparts and the invalidity or unenforceability of any provision of this letter will not affect the validity or enforceability of any other provision of this Payoff Letter, which shall remain in full force and effect.

This Payoff Letter shall be governed by New York law, excluding its choice of law rules. All disputes arising out of or in connection with this Payoff Letter shall be finally settled by the Supreme Court of the State of New York or the Federal District Court for the Southern District of New York. The parties unconditionally consent to the exclusive jurisdiction of the aforementioned courts.

[Signature page follows]

3

Very truly yours,

BALDWIN ENTERPRISES INC.

By:

Name:

Title:

The foregoing is acknowledged, accepted

and agreed to on and as of the date first

above written.

INVERSIONES FINANCIERAS DEL SUR S.A.

By:

Name:

Title:

IFIS LIMITED

By:

Name:

Title:

SCHEDULE A

Payout Amount

	Amount in US Dollars
Principal	$	30,000,000
Interest	$	600,000
Fees (legal)
Total
Per Diem Amount	$	12,500

Wire Instructions

Bank:	JPMorgan & Chase
ABA:	021000021
A/C Name:	Baldwin Enterprises, Inc.
A/C Number:	304629073
Attn:	Elaine Gallagher

2

EXHIBIT A

Instruction Letter

[BALDWIN ENTERPRISES INC.]

INSTRUCTION LETTER

December 11, 2008

Citigroup Global Markets, Inc.

390 Greenwich Street

New York, New York 10013

with a copy to:

Inversiones Financieras del Sur S.A.

Ruta 8 km 17.500, Edificio 3

Local 004, Zonamérica

República Oriental del Uruguay

Re: Termination of Control Agreement

Dear Sirs,

Reference is hereby made to the Control Agreement (the “Control Agreement”) dated as of October 24, 2008 entered into among Citigroup Global Markets, Inc. (the “Custodian”), Baldwin Enterprises, Inc. (the “Lender”), and Inversiones Financieras del Sur, S.A. (the “Pledgor”) regarding the securities account number 768-66159-1-0-473 (the “Collateral Account”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Control Agreement.

Pursuant to Section 7 of the Control Agreement, we hereby inform you that:

1. The Control Agreement and the Lender’s security interest in the Collateral Account has been terminated as a result of the repayment and satisfaction in full by the Pledgor of the Promissory Note (the “Note”) dated as of October 24, 2008 issued by the Pledgor in favor of the Lender.

2. All obligations of the Custodian under the Control Agreement with respect to the operation and maintenance of the Collateral Account are hereby terminated.

3. We hereby instruct you that the Lender shall have no further right to originate entitlement orders concerning the Collateral Account and that solely the Pledgor shall exercise the control of the Collateral Account.

3

This letter shall be governed by New York law, excluding its choice of law rules. All disputes arising out of or in connection with this letter shall be finally settled by the Supreme Court of the State of New York or the Federal District Court for the Southern District of New York. The parties unconditionally consent to the exclusive jurisdiction of the aforementioned courts.

[Signature page follows]

4

Very truly yours,

BALDWIN ENTERPRISES INC.,

as Lender

By:

Name:

Title:

The foregoing is acknowledged, accepted

and agreed to on and as of the date first

above written.

CITIGROUP GLOBAL MARKETS, INC.,

as Custodian

By:

Name:

Title:

INVERSIONES FINANCIERAS DEL SUR S.A.

as Pledgor

By:

Name:

Title: