6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of November 2009

Commission File Number: 001-15276

Itaú Unibanco Holding S.A.

(Exact name of registrant as specified in its charter)

Itaú Unibanco Holding S.A.

(Translation of Registrant’s Name Into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Itaúsa

04344-902 São Paulo, SP, Brazil

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F:  ý      Form 40-F:   ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes:   ¨      No:   ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes:   ¨      No:   ý

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

Yes:   ¨      No:   ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  
82-___________________.

SIGNATURES

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.

	Itaú Unibanco Holding S.A.
		(Registrant)
Date:  November 30, 2009	By:	/s/ Alfredo Egydio Setubal
		Name:	Alfredo Egydio Setubal
		Title:	Investor Relations Officer

By:	/s/ Silvio Aparecido de Carvalho
	Name:	Silvio Aparecido de Carvalho
	Title:	Chief Financial Officer

 

EXHIBIT INDEX

99.1 Material Fact:  Association between Itaú Unibanco and Magazine Luiza.

EX-99.1

Itaú Unibanco Holding S.A.

A Publicly Held Company CNPJ 60.872.504/0001-23

MATERIAL FACT

ITAÚ UNIBANCO HOLDING S.A. (“ITAÚ UNIBANCO”) announces that it has today concluded negotiations with MAGAZINE LUIZA S.A. (“MAGAZINE LUIZA”) with respect to LUIZACRED S.A. SOCIEDADE DE CRÉDITO, FINANCIAMENTO E INVESTIMENTO (“LUIZACRED”) under the following conditions:

1. ITAÚ UNIBANCO and MAGAZINE LUIZA have agreed to extend the period of exclusivity, granted by MAGAZINE LUIZA to LUIZACRED, to December 31, 2029. Conversely, on December 1, 2009, ITAÚ UNIBANCO  shall pay the amount of R$250 million to MAGAZINE LUIZA.

2. The value to be paid by ITAÚ UNIBANCO for extending the period of exclusivity will have no material impact on the company’s results.

3. The association involves the distribution of credit products by LUIZACRED, a finance house owned in equal proportions by MAGAZINE LUIZA and by ITAÚ UNIBANCO, in all the physical and online stores owned or operated by MAGAZINE LUIZA, either directly or indirectly, as well as service call centers, internet, mailing or any other points or forms of contact between MAGAZINE LUIZA and its customers.

4. MAGAZINE LUIZA is one of the largest retail department store networks in Brazil, with 455 stores and annual sales of R$3.2 billion in 2008.

With this association, ITAÚ UNIBANCO reiterates its confidence in the future of the country at this time of important challenges in the economic environment and in the financial market.

São Paulo, November 27, 2009.

ITAÚ UNIBANCO HOLDING S.A.

Alfredo Egydio Setubal

Investor Relations Officer