Banco Itau Holding Financeira S.A.
A Publicly Listed Company                              CNPJ. 60.872.504/0001-23

                          Disclosure of a Material Fact
                    New Agreement for Management of Credicard

1.   On November 8 2004, Banco Itau Holding Financeira S.A. (Itau) announced a
     material fact entitled "Equity participation in Credicard and Orbitall" in
     which the three controlling partners of Credicard Banco S.A. (Credicard),
     the largest credit card issuer in Brazil, decided to reformulate their
     stakes in the Credicard Conglomerate.

2.   New agreements (the New Agreement) have been signed to administer the
     customer base and the credit cards issued under the Credicard brand thus
     maximizing the synergies between Credicard and the current partners, Itau
     and Citigroup.

3.   The New Agreement establishes that during 2005, the 7.6 million credit
     cards issued by Credicard, as well as new ones to be issued, will be
     analyzed according to their economic value with the purpose of creating two
     distinct and equivalent customer card bases: one will carry the Credicard
     brand name associated with the Itau brand and analogously, the other will
     be associated with the Citigroup brand. Each member will be able to offer
     other financial products and services to its respective customer card base.

4.   The New Agreement will thus expand Itau's credit cards base by 3.8 million
     resulting in significant business synergies to the benefit of all through
     the Bank's technology, quality and comprehensive range of products and
     services.

5.   During 2005, the company will continue to be managed on a shared basis with
     the results being split equally between the partners. At the end of the
     year, Credicard's shared management will cease with the transfer of the
     customer and credit card bases as well as the assets and liabilities to the
     partners.

6.   The Credicard brand will be used jointly by the partners, in conjunction
     with their own individual brands until December 2008. The New Agreement
     further provides for a series of conditions and options (between December
     2006 and January 2007) which will give the right to the exclusive use of
     the brand by one of the partners after 2008.

7.   The New Agreement further provides that the partners shall share all
     Credicard's systems' expertise and technology as well as its highly
     qualified teams for generating the respective credit card bases.
     Credicard's customers will continue to enjoy the same efficiency and
     quality of service, maintaining the current contractual basis unchanged.

8.   Orbitall will continue to be an independent processor, providing services
     to all its existing clients, including Credicard, as well as taking
     initiatives to increase its client base.

9.   This operation is a further confirmation of Itau's confidence in the future
     of the country, and underscores its commitment to the Brazilian financial
     markets, to customer satisfaction and the creation of shareholder value.

                          Sao Paulo, February 1st, 2005

                             Alfredo Egydio Setubal
                           Investor Relations Director