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 December 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:  December 17, 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 Summarized Minutes of the Meeting of the Board of Directors held on December 16, 2009.

99.2 Material Fact:  Payment of Interest on Capital.

EX-99.1

Itaú Unibanco Holding S.A.

CNPJ. 60.872.504/0001-23 A Publicly Listed Company NIRE 35300010230

SUMMARIZED MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON DECEMBER 16, 2009

PLACE AND TIME:   Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal - Piso Itaúsa, in the city and state of São Paulo at 4:00 pm.

CHAIR:   Pedro Moreira Salles.

QUORUM:   The full complement of elected members.

RESOLUTIONS UNANIMOUSLY ADOPTED:

Pursuant to sub-item 13.2 of the corporate bylaws, the Directors decided, “ad referendum” of the General Stockholders Meeting:

a) to declare interest on capital in the amount of R$0.1776  per share, to be paid up to April 30, 2010, for account of the mandatory dividend for the fiscal year 2009, less 15% income tax at source, resulting in net interest of R$0.15096  per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax;

b) the credit corresponding to the payment of this interest will be passed through this company’s accounts on December 30, 2009,  individually to each stockholder, on the basis of the shares held on December 30, 2009.

São Paulo-SP, December 16, 2009. (signed) Pedro Moreira Salles – Chairman; Roberto Egydio Setubal and Alfredo Egydio Arruda Villela Filho – Vice-Chaimen; Alcides Lopes Tápias, Alfredo Egydio Setubal, Candido Botelho Bracher, Fernando Roberto Moreira Salles, Francisco Eduardo de Almeida Pinto, Gustavo Jorge Laboissiere Loyola, Henri Penchas, Israel Vainboim, Pedro Luiz Bodin de Moraes and Ricardo Villela Marino – Directors.

ALFREDO EGYDIO SETUBAL

Investor Relations Officer

EX-99.2

Itaú Unibanco Holding S.A.

CNPJ. 60.872.504/0001-23 A Publicly Listed Company

MATERIAL FACT

PAYMENT OF INTEREST ON CAPITAL

We wish to inform our Stockholders that at a meeting of the Board of Directors of ITAÚ UNIBANCO HOLDING S.A. held on December 16, 2009, it was decided:

a) to declare interest on capital in the amount of R$0.1776per share, to be paid up to April 30, 2010, for account of the mandatory dividend for the fiscal year 2009, less 15% income tax at source, resulting in net interest of R$0.15096 per share, with the exception of legal entity stockholders demonstrating immunity or exemption from such tax;

b) the credit corresponding to the payment of this interest will be passed through this company’s accounts on December 30, 2009,  individually to each stockholder, on the basis of the shares held on December 30, 2009.

São Paulo-SP, December 16, 2009.

ITAÚ UNIBANCO HOLDING S.A.

ALFREDO EGYDIO SETUBAL

Investor Relations Officer