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 March 2009

Commission File Number: 1-14640-01

UNIBANCO HOLDINGS S.A.
(Exact name of registrant as specified in its charter)

Unibanco Holdings S.A.
(Translation of Registrant’s Name Into English)

Av. Eusébio Matoso, 891

05423-901 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: o

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: o No: ý

Contents	Itaú Unibanco

Itaú Unibanco Pro Forma
Executive Summary		03
Analysis of Net Income		10
- Managerial Financial Margin		11
- Results from Loan and Lease Losses		13
- Banking Service Fees and Banking Charge Revenues		14
- Non-interest Expenses		15
- Tax Expenses for ISS, PIS and Cofins / Income Tax and Social Contribution		17
Balance Sheet		19
Value at Risk		21
Ownership Structure		22
Performance in the Stock Market		23
Itaú Pro Forma
Executive Summary		27
Analysis of Net Income		32
- Managerial Financial Margin		33
- Results from Loan and Lease Losses		35
- Banking Service Fees and Banking Charge Revenues		36
- Non-interest Expenses		37
- Tax Expenses for ISS, PIS and Cofins / Income Tax and Social Contribution		39
Pro Forma Financial Statements by Segment and Subsegment		41
- Itaubanco - Branch Banking		46
- Itaubanco - Credit Cards – Account Holders		47
- Itaubanco - Insurance, Pension Plans and Capitalization		48
- Itaubanco - Investment Funds and Managed Portfolio		52
- Itaú BBA		53
- Itaucred		54
- Value at Risk		59
- Activities Abroad		60
Balance Sheet by Currency		62
Unibanco Pro Forma
Executive Summary		65
Analysis of Net Income		70
- Managerial Financial Margin		71
- Results from Loan and Lease Losses		73
- Banking Service Fees and Banking Charge Revenues		74
- Non-interest Expenses		75
- Tax Expenses for ISS, PIS and Cofins / Income Tax and Social Contribution		76
Value at Risk		77
Information by Segment		79
Report of Independent Accountants		83
Complete Financial Statements		85

The tables in this r e port show the figures in mi l lio ns . Var i at io n s , h owever , are calc u l at ed in u n it s .

Future expectations arising from the reading of this analysis should take into consideration the risks and uncertainties that involve any activities and that are outside the control of the companies of the conglomerate (political and economic changes, volatility in interest and foreign exchange rates, technological changes, inflation, financial disintermediation, competitive pressures on products and prices, and changes in tax legislation).

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Executive Summary

Fourth Quarter of 2008

Itaú Unibanco Banco Múltiplo S. A.

On November 3, 2008, the controlling shareholders of Itaúsa and Unibanco Holdings announced to the market the completion of an association agreement in order to unify the financial operations of Itaú and Unibanco, giving rise to Itaú Unibanco Banco Múltiplo, the result of the merger of the two institutions.

The Management Discussion and Analysis Report that follows will present the consolidated results and balances of the operations of Itaú Unibanco pro forma, by comparing net income and balances in the fourth quarter of 2008 to the prior quarter. It should be noted that net income and balances for the fourth quarter were arrived at by consolidating the companies of Itaú Unibanco, while the third quarter results and balances merely reflect the sum of results and balances separately posted by Itaú and Unibanco during the period. A similar procedure was adopted to derive net income for 2008 and 2007.

The table below shows selected information and performance indicators based on the Itaú Unibanco pro forma, as well as the consolidated financial statements of Itaú Unibanco Banco Múltiplo. Additionally we presented selected information and performance indicators for Itaú (pro forma) and Unibanco (pro forma) financial statements with the purpose of allowing complementary analyses from the institutions, on the same bases that were previously presented.

Itaú Unibanco Pro Forma (Basis for Analysis (I +II))

							R$ million
Highlights	4th Q/08			3rd Q/08			2008			2007
Net Income		1,871			2,551			10,004			11,921
Recurring Net Income		2,339			2,677			10,571			9,779
Net Income per share (1)		0.46			0.62			2.44			2.91
Recurring Net Income per share (1)		0.57			0.65			2.58			2.39
Return on Average Equity - Annualized (2)		17.0	%		23.3	%		23.4	%		32.0	%
Recurring Return on Average Equity - Annualized (2)		21.2	%		24.5	%		24.8	%		26.2	%
Efficiency Ratio		51.6	%		49.6	%		48.7	%		49.8	%
	Dec 31, 08						Sep 30, 08
Total Assets		632,728						575,120
Credit Operations (3)		271,938						254,766
Deposits + Debentures + Borrowings and Onlending and Securities (4)		282,708						241,066
Stockholders’ Equity		43,664						44,510

Data of the fourth quarter derive from the consolidation of balances, revenues and expenses of Itaú Unibanco while the result and balances of the third quarter and the year 2007 correspond simply to the sum of the results and balances obtained by Itaú and by Unibanco in those periods.

Itaú Unibanco Banco Múltiplo (Accounting)

	R$ million
Highlights	4th Q/08			3rd Q/08			2008			2007
Net Income		1,871			1,848			7,803			8,474
Recurring Net Income		2,339			1,973			8,371			7,179
Net Income per share (1)		0.46			0.62			1.90			2.82
Recurring Net Income per share (1)		0.57			0.67			2.04			2.39
Return on Average Equity - Annualized (2)		17.0	%		23.9	%		22.1	%		32.1	%
Recurring Return on Average Equity - Annualized (2)		21.2	%		25.5	%		23.7	%		27.2	%
Solvency Ratio (BIS Ratio)		16.1	%		14.7	%		16.1	%		17.1	%
Efficiency Ratio		51.6	%		47.0	%		47.1	%		46.2	%
	Dec 31, 08						Sep 30, 08
Total Assets		632,728						396,599
Credit Operations (3)		271,938						164,486
Deposits + Debentures + Borrowings and Onlending and Securities (4)		282,708						162,905
Stockholders’ Equity		43,664						31,591

Data of the fourth quarter derive from the consolidation of balances, revenues and expenses of Itaú Unibanco while the result and balances of the third quarter of 2008 and the year 2007 correspond to the results and balances obtained by Itaú.

Itaú Pro Forma (I)										R$ million
Highlights	4th Q/08			3rd Q/08			2008			2007
Recurring Net Income		1,687			1,973			7,718			7,179
Recurring Net Income per share (1)		0.57			0.66			2.60			2.39
Recurring Return on Average Equity - Annualized (2)		20.8	%		25.5	%		25.2	%		27.2	%
Efficiency Ratio		49.7	%		47.0	%		46.1	%		46.2	%
	Dec 31, 08						Sep 30, 08
Total Assets		450,693						396,599
Credit Operations (3)		180,266						164,486
Deposits + Debentures + Borrowings and Onlending and Securities (4)		195,893						162,905
Stockholders’ Equity		33,347						31,591

Unibanco Pro Forma (II)										R$ million
Highlights	4th Q/08			3rd Q/08			2008			2007
Recurring Net Income		652			704			2,853			2,600
Recurring Net Income per share (1)		0.23			0.25			1.02			0.93
Recurring Return on Average Equity - Annualized (2)		20.1	%		22.0	%		22.8	%		23.9	%
Efficiency Ratio		55.6	%		55.7	%		54.3	%		57.8	%
	Dec 31, 08						Sep 30, 08
Total Assets		185,252						178,520
Credit Operations (3)		91,672						90,280
Deposits + Debentures + Borrowings and Onlending and Securities (4)		86,856						78,162
Stockholders’ Equity		13,044						12,919

(1) Calculated considering the weighted average number of shares outstanding.

(2) Annualized Return was calculated by dividing Net Income by the Average Stockholders’ Equity/Average Assets. The quotient of this division was multiplied by the number of periods of the year to derive the annualized index.

(3) Include sureties and endorsements,

(4) Net of compulsory deposits as described on page 20.

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Executive Summary

Fourth Quarter of 2008

Managerial Statement of Income

In the fourth quarter of 2008, the consolidated net income of Itaú Unibanco pro forma was influenced by non-recurring events, as shown in the table below.

R$ million

	4th Q/08			3rd Q/08			2008			2007
Recurring Net Income		2,339			2,677			10,571			9,779
Effects related to Itaú Unibanco merger (merger of shares)		5,183			-			5,183			-
Equalization of accounting criteria		(1,414	)		-			(1,414	)		-
Provision for Itaú Unibanco merger expenses		(888	)		-			(888	)		-
Additional provision for loan losses		(3,023	)		(66	)		(3,089	)		(443	)
Effects of the adoption of Law No. 11,638		(136	)		-			(136	)		-
Economic plans provision		2			(58	)		(174	)		(206	)
Disposal of investments		40			-			233			3,201
Goodwill amortization		(203	)		-			(223	)		-
Other non recurring effects		(30	)		(2	)		(59	)		(408	)
Total of non recurring effects		(468	)		(126	)		(567	)		2,143
Net Income		1,871			2,551			10,004			11,921

Note:

The impacts of the nonrecurring events described above are net of tax effects. Further details are presented in Balance Sheet Note 22-l.

The net profit of the fourth quarter of 2008 results from the consolidation of revenues and expenses of Itaú Unibanco, while the result of the third quarter corresponds to the sum of the results obtained by Itaú and by Unibanco. In relation to the annual result, the net profit of 2008 derives from the sum of the consolidated result of the fourth quarter and the results obtained individually by Itaú and by Unibanco during the first nine months of 2008 while the net profit of 2007 derives from the sum of the results obtained individually by Itaú and by Unibanco during the twelve months of the year.

Macroeconomic Indices
	Dec 31,08			Sep 30,08			Dec 31,07
EMBI Brazil Risk		429			303			233
CDI (In the Quarter)		3.3	%		3.2	%		2.6	%
Dollar Exchange Rate (Var. in the Quarter)		22.1	%		20.3	%		-3.7	%
Dollar Exchange Rate (Quotation in R$)		2.3370			1.9143			1.7713
IGP-M (In the Quarter)		1.2	%		1.5	%		3.5	%
Savings Rate (In The Quarter)		2.1	%		2.1	%		1.7	%

Tax Effect of Hedge of Investments Abroad and Sovereign Bonds

R$ million

	4th Q/08		3rd Q/08		Variation
Tax Effect of Hedge of Investments Abroad (*)		2,797		2,071		726

Tax Effect of Sovereign Bonds		215		241		(26	)
Total		3,012		2,313		699

(*) As shown in the table on page 11

Managerial Statement of Income

The Management Discussion and Analysis Report is based on the Managerial Statement of Income which arises from reclassifications made in the accounting statement of income. Details of such reclassifications can be found in the reports for June 2005 to March 2006.

In the fourth quarter of 2008, the real depreciated by 22.1% against the U.S. dollar, while in the third quarter of the year it depreciated by 20.3%. With respect to the euro, the real depreciated by 20.2% and 7.5% in the fourth and third quarters of 2008, respectively.

As a result of the exchange variation seen in the period, combined with our policy of exchange risk management of investments abroad, the tax effect of the hedge of Itaú Unibanco investments abroad and sovereign bonds in our portfolio reached R$ 3,012 million.

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Executive Summary

Fourth Quarter of 2008

Managerial Statement of Income

Our strategy of management of the exchange risk of the capital invested abroad has the objective of not permitting impacts on the result management of the exchange variation. To reach that goal, the exchange risk is neutralized and the investments are remunerated in Reais by using derivative financial instruments. Our hedge strategy further considers all tax effects due, as well as the tax benefit obtained with sovereign securities issued by foreign governments.

R$ million

	Itaú Unibanco Pro Forma
4th Quarter/08	Pro Forma			Non-reccuring effects			Distribution of Exchange Variation			Tax Effect of Hedge of Investments Abroad and Sovereign Bonds			Managerial

Managerial Financial Margin		6,763			79			(24	)		3,012			9,831
• Financial Margin with Customers		8,669			79			-			-			8,748
• Financial Margin with Market		(1,905	)		-			(24	)		3,012			1,083

Result from Loan Losses		(7,917	)		4,908			38			-			(2,971	)
Provision for Loan and Lease Losses		(8,376	)		4,908			38			-			(3,430	)
Recovery of Credits Written Off as Losses		459			-			-			-			459

Net Result from Financial Operations		(1,153	)		4,987			14			3,012			6,860

Other Operating Income/(Expenses)		(7,556	)		4,604			(35	)		(314	)		(3,303	)
Banking fees and charge revenues		3,762			-			(12	)		-			3,749
Result from Op. of Insurance, Pension Plans and Capitalization		294			265			(0	)		-			559
Non-interest Expenses		(12,115	)		5,065			128			-			(6,924	)
Tax Expenses for ISS, PIS and Cofins		(713	)		-			8			(314	)		(1,019	)
Equity in the Earnings of Associated Companies		263			(75	)		(158	)		-			30
Other Operating Income		953			(651	)		-			-			302

Operating Income		(8,710	)		9,591			(21	)		2,698			3,557

Non-operating Income		(31	)		13			(3	)		-			(22	)

Income before Tax and Profit Sharing		(8,741	)		9,604			(24	)		2,698			3,535
Income Tax and Social Contribution		11,033			(9,163	)		5			(2,698	)		(823	)
Profit Sharing		(307	)		-			-			-			(307	)
Minority Interests		(114	)		27			20			-			(67	)

Net Income		1,871			468			0			-			2,339

R$ million

	Itaú Unibanco Pro Forma
3rd Quarter/08	Pro Forma			Non-reccuring effects			Distribution of Exchange Variation			Tax Effect of Hedge of Investments Abroad and Sovereign Bonds			Managerial

Managerial Financial Margin		6,950			-			(107	)		2,313			9,156
• Financial Margin with Customers		8,147			-			-			-			8,147
• Financial Margin with Market		(1,197	)		-			(107	)		2,313			1,009

Result from Loan Losses		(2,446	)		100			36			-			(2,309	)
Provision for Loan and Lease Losses		(2,858	)		100			36			-			(2,722	)
Recovery of Credits Written Off as Losses		413			-			-			-			413

Net Result from Financial Operations		4,505			100			(70	)		2,313			6,847

Other Operating Income/(Expenses)		(2,495	)		84			(6	)		(186	)		(2,603	)
Banking fees and charge revenues		3,595			-			(8	)		-			3,586
Result from Op. of Insurance, Pension Plans and Capitalization		579			-			-			-			579
Non-interest Expenses		(6,544	)		98			61			-			(6,385	)
Tax Expenses for ISS, PIS and Cofins		(644	)		-			-			(186	)		(831	)
Equity in the Earnings of Associated Companies		124			(13	)		(54	)		-			57
Other Operating Income		395			-			(5	)		-			390

Operating Income		2,009			184			(76	)		2,126			4,244

Non-operating Income		15			(3	)		(4	)		-			8

Income before Tax and Profit Sharing		2,025			181			(80	)		2,126			4,252
Income Tax and Social Contribution		1,074			(59	)		7			(2,126	)		(1,104	)
Profit Sharing		(334	)		-			-			-			(334	)
Minority Interests in subsidiaries		(214	)		4			73			-			(137	)

Net Income		2,551			126			(0	)		0			2,677

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Executive Summary	Itaú Unibanco
Fourth Quarter of 2008

Net Income and Annualized Return on Average Equity

In the fourth quarter of 2008, Itaú Unibanco consolidated net income totaled R$ 1,871 million. During the period, recurring consolidated net income added up to R$ 2,339 million, a 12.7% decline when compared to the prior quarter. The parent company stockholders’ equity amounted to R$ 43,664 million at December 31, 2008, corresponding to a recurring annualized return on average capital of 21.2% in the last quarter of the year, declining by 330 basis points quarter-on-quarter.

Loan Portfolio (*)

(*) Includes endorsements and sureties.

R$ million

							Variation (%)
	Dec 31,08		Sep 30,08		Dec 31,07		Dec/08- Sep/08			Dec/08- Dec/07
Individuals		93,173		90,229		74,966		3.3	%		24.3	%
Credit Card		23,638		20,854		19,792		13.3	%		19.4	%
Personal Loans		21,681		22,304		19,929		-2.8	%		8.8	%
Vehicles		47,854		47,070		35,245		1.7	%		35.8	%

Businesses		153,465		140,667		108,168		9.1	%		41.9	%
Corporate		100,849		91,027		71,414		10.8	%		41.2	%
Micro, small and middle market		52,616		49,640		36,755		6.0	%		43.2	%

Directed Loans		11,898		11,844		9,771		0.5	%		21.8	%
Rural Loans		5,654		6,082		5,349		-7.0	%		5.7	%
Mortgage Loans		6,244		5,762		4,423		8.4	%		41.2	%

Argentina/Chile/Uruguay/Paraguay		13,402		12,026		9,991		11.4	%		34.1	%

Total		271,938		254,766		202,896		6.7	%		34.0	%

The balance of the loans and financing portfolio of Itaú Unibanco, including endorsements and sureties, reached R$ 271,938 million on December 31, 2008, with accretion of 6.7% in relation to the third quarter of the year. Transactions of loans to companies presented an increase of 9.1% in relation to the previous quarter. Restrictions to which large companies have been subject to obtain capital in the capital market have contributed to the increase of the volume of loan and financing transactions with financial institutions. In relation to micro, small and mid-sized companies, we observed a stable credit demand. The exchange rate variation in the period also increased the total balance of credit operations with businesses.

In relation to the credit portfolio of individual clients, we noted an increase of 3.3% in relation to the previous quarter. The crisis in the financial markets caused the automobile financing and leasing portfolio to increase only 1.7% in relation to the previous quarter. The entry of the resources of the 13th month salary in the economy contributed to a reduction in the balance of credit to individuals between quarters. The credit card portfolio expanded 13.3% as a result of a greater use of this product as an instrument of payment in the year-end sales, and this increase occurred mainly in the balance of the installment that has not been financed.

The credit operations in Chile, Uruguay, Argentina and Paraguay increased by 11.4% in comparison to the previous quarter, as a result of the expansion of foreign trade financing transactions in Chile, as well as due to the exchange rate variation in the period.

Managerial Financial Margin

The managerial financial margin of Itaú Unibanco totaled R$ 9,831 million in the last quarter of 2008, which corresponds to an increase of 7.4% in relation to the previous quarter. The managerial financial margin obtained from transactions with clients totaled R$ 8,748 million, up 7.4% comparing both periods. The expansion of the balance of credit transactions in most recent quarters was the main factor responsible for such increase. In relation to the financial margin with the market, we verified an increase of 7.3% in relation to the previous quarter, totaling R$1,083 million.

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Executive Summary	Itaú Unibanco
Fourth Quarter of 2008

Provision for Loan Losses and Credit Portfolio

In the fourth quarter of 2008, the provision for loan losses increased by 26.0% from the prior quarter, to reach R$ 3,430 million. Such increase is primarily due to risk re-ratings of large companies, as well as the impact of the economic downturn on the risk quality of the micro, small and mid-sized companies, and individual portfolios.

The nonperforming loan ratio stood at 4.8%, with a 20 basis point change from the prior period. In the quarter, we have not made any credit assignments. So, we have adjusted the historic ratios series to eliminate the impact of credit assignments made in previous quarters.

NPL Ratio(*) - Individuals x Businesses (%)

(*) Nonperforming Loans: Loan transactions overdue more than 60 days.

Banking fees and charge revenues

Itaú Unibanco banking service fees and banking charge revenues amounted to R$ 3,749 million in the fourth quarter of 2008, a 4.6% growth from the prior quarter. During the period, revenues from credit transactions and credit cards increased for seasonal reasons, primarily as a result of the higher volume of commercial transactions at year-end. The revenues from current account services increased due to the growth in the base of account holders who use the maxiconta package. The collection services fees increased due to the growth arising from the increased charge on collection services.

Non-interest Expenses

Efficiency Ratio (%) (*)

(*) The criteria for calculating the efficiency ratio are detailed on page 16.

In the last quarter of 2008, non-interest expenses grew by 8.4% compared to the third quarter, reaching R$ 6,924 million. During the period, Itaú Unibanco non-interest expenses were influenced by the Collective Labor Agreement, that increased the compensation expenses, and a higher level of operating activity, as is typical in the last quarter of the year. Our efficiency ratio stood at 51.6% in the fourth quarter of 2008, corresponding to a 200 basis point increase quarter-on-quarter.

Unrealized Profit/(Loss)

At December 31, 2008, Itaú Unibanco had a unrealized net income/(loss) of R$ 11,111 million. Also in the quarter, in the new macro economical context, we significantly increased the provision for loan losses, and the additional provisions to the minimum required by the bank authority, for the purpose of permitting the absorption of any increases in default resulting from the strong reversal of the economic cycle, reaching R$7,791 million and increasing the coverage index from 138% to 184%. Such provision is not taken into consideration when determining the unrealized net income/(loss).

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Executive Summary

Fourth Quarter of 2008

Consolidated Pro Forma Balance Sheet

R$ million

										Variation
										Dec/08-			Dec/08-
ASSETS	Dec 31,08			Sep 30,08			Dec 31,07			Sep/08			Dec/07

Current and Long-term Assets		622,570			565,005			435,181			10.2	%		43.1	%

Cash and Cash Equivalents		15,847			9,809			8,718			61.6	%		81.8	%
Short-term Interbank Deposits		124,546			124,540			94,457			0.0	%		31.9	%
Securities and Derivative Instruments		138,344			119,643			87,311			15.6	%		58.4	%
Interbank and Interbranch Accounts		14,268			28,466			24,615			-49.9	%		-42.0	%
Loans, Leasing Operations and Other Credits		241,043			224,059			176,002			7.6	%		37.0	%
(Allowance for Loan Losses)		(19,972	)		(12,243	)		(10,911	)		63.1	%		83.1	%
Other Assets		108,495			70,732			54,988			53.4	%		97.3	%
Foreign Exchange Portfolio		51,829			31,229			23,286			66.0	%		122.6	%
Others		56,666			39,503			31,702			43.4	%		78.7	%

Permanent Assets		10,158			10,114			9,292			0.4	%		9.3	%
Investments		2,258			2,302			1,994			-1.9	%		13.2	%
Fixed Assets		4,057			3,380			3,073			20.0	%		32.0	%
Intangible		3,843			4,432			4,225			-13.3	%		-9.0	%

TOTAL ASSETS		632,728			575,120			444,473			10.0	%		42.4	%

R$ million

							Variation
							Dec/08-			Dec/08-
LIABILITIES AND EQUITY	Dec 31,08		Sep 30,08		Dec 31,07		Sep/08			Dec/07

Current and Long-term Liabilities		586,315		525,421		399,482		11.6	%		46.8	%
Deposits		206,189		167,491		127,235		23.1	%		62.1	%
Demand Deposits		28,071		23,424		38,413		19.8	%		-26.9	%
Savings Accounts		39,296		37,191		38,496		5.7	%		2.1	%
Interbank Deposits		2,921		3,196		2,765		-8.6	%		5.6	%
Time Deposits		135,901		103,680		47,561		31.1	%		185.7	%
Funds Received under Securities Repurchase Agreements		124,358		137,131		91,813		-9.3	%		35.4	%
Funds from Acceptances and Issue of Securities		19,596		19,194		12,972		2.1	%		51.1	%
Interbank and Interbranch Accounts		3,008		6,123		2,620		-50.9	%		14.8	%
Borrowings and On-lendings		42,636		39,396		33,137		8.2	%		28.7	%
Financial Instruments and Derivatives		14,807		10,953		7,778		35.2	%		90.4	%
Technical Provisions for Insurance, Pension Plans and Cap.		41,574		39,529		34,888		5.2	%		19.2	%
Other Liabilities		134,145		105,605		89,040		27.0	%		50.7	%
Foreign Exchange Portfolio		50,761		28,674		21,933		77.0	%		131.4	%
Subordinated Debt		22,465		20,138		17,132		11.6	%		31.1	%
Others		60,920		56,793		49,974		7.3	%		21.9	%

Deferred Income		231		163		130		41.4	%		77.2	%
Minority Interest in subsidiaries (*)		2,519		5,025		4,054		-49.9	%		-37.9	%

Stockholders’ Equity of Parent Company		43,664		44,510		40,806		-1.9	%		7.0	%

TOTAL LIABILITIES AND EQUITY		632,728		575,120		444,473		10.0	%		42.4	%

Deposits		206,189		167,491		127,235		23.1	%		62.1	%
Assets Under Management (AUM)		258,252		265,042		266,399		-2.6	%		-3.1	%

Total Deposits + Assets Under Management (AUM)		464,441		432,534		393,634		7.4	%		18.0	%

(*) The decrease in the balance of minority interest in subsidiaries is fundamentally related to the equity acquisitions of Unibanco AIG Seguros, Banco Itaú Europa S.A. and Itaú BBA Participações S.A.

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Executive Summary

Fourth Quarter of 2008

Consolidated Pro Forma Statement of Income

R$ million

													Variation
	4th Q/08			3rd Q/08			2008			2007			4th Q/08- 3rd Q/08			%			2008- 2007		%

Managerial Financial Margin		9,831			9,156			35,990			29,973			674			7.4	%	6,016			20.1	%
• Financial Margin with Customers		8,748			8,147			32,708			26,968			601			7.4	%	5,740			21.3	%
• Financial Margin with Market		1,083			1,009			3,282			3,006			73			7.2	%	276			9.2	%

Result from Loan Losses		(2,971	)		(2,309	)		(9,720	)		(7,020	)		(661	)		28.6	%	(2,700	)		38.5	%
Provision for Loan and Lease Losses		(3,430	)		(2,722	)		(11,286	)		(8,331	)		(708	)		26.0	%	(2,955	)		35.5	%
Recovery of Credits Written Off as Losses		459			413			1,566			1,311			46			11.2	%	255			19.4	%

Net Result from Financial Operations		6,860			6,847			26,270			22,954			13			0.2	%	3,316			14.4	%

Other Operating Income/(Expenses)		(3,302	)		(2,603	)		(9,911	)		(7,592	)		(699	)		26.9	%	(2,320	)		30.6	%
Banking fees and charge revenues		3,749			3,586			14,467			14,216			163			4.6	%	251			1.8	%
Result from Operations of Insurance, Pension Plans and Cap.		559			579			2,216			1,964			(20	)		-3.5	%	252			12.8	%
Non-interest Expenses		(6,924	)		(6,385	)		(24,541	)		(21,813	)		(539	)		8.4	%	(2,728	)		12.5	%
Tax Expenses for ISS, PIS and Cofins		(1,019	)		(831	)		(3,378	)		(2,954	)		(188	)		22.6	%	(424	)		14.4	%
Equity in the Earnings of Associated Companies		30			57			194			374			(27	)		-48.2	%	(180	)		-48.1	%
Other Operating Income		302			390			1,131			622			(88	)		-22.6	%	509			81.8	%

Operating Income		3,557			4,244			16,359			15,362			(686	)		-16.2	%	997			6.5	%

Non-operating Income		(22	)		8			17			(10	)		(30	)		-		27			-260.8	%

Income before Tax and Profit Sharing		3,535			4,252			16,375			15,352			(717	)		-16.9	%	1,024			6.7	%

Income Tax and Social Contribution		(823	)		(1,104	)		(3,900	)		(3,918	)		281			-25.5	%	18			-0.5	%
Profit Sharing		(307	)		(334	)		(1,372	)		(1,304	)		27			-8.2	%	(68	)		5.2	%
Minority Interests in subsidiaries		(67	)		(137	)		(533	)		(351	)		70			-50.8	%	(182	)		51.8	%
Recurring Net Income		2,339			2,677			10,571			9,779			(338	)		-12.6	%	792			8.1	%
Number of shares outstanding - in thousands (*)		4,096,634			4,096,634			4,096,634			4,096,634
Book value per share - R$ (*)		10.66			10.87			10.66			10.87								(0.21	)		-1.9	%
Net Income per share - R$ (*)		0.57			0.65			2.58			2.39								0.19			8.1	%

(*) Adjusted to reflect the stock issuance approved in November, 2008 extraordinary stockholders meeting and by the stock splits occurred in Apr/08 and Oct/07.

In this quarter we will not present the pro forma statement of income by segment of Itaú Unibanco, since the business areas will go through restructuring processes with the purpose of permitting the integration of operations of the institutions. Thus, we believe that the disclosure of this pro forma statement of income within the current context would not reflect the business model that will be effective after the integration, and, therefore, is not relevant information.

Nevertheless, to enable the assessment of the performance of Itaú and of Unibanco in the fourth quarter of 2008, we will present the analysis by segments of Itaú pro forma and Unibanco pro forma, according to the pattern in which they have previously been disclosed.

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Analysis of the

Consolidated

Net Income

Itaú Unibanco

Analysis of the Consolidated Net Income

Managerial Financial Margin

In the last quarter of 2008, Itaú Unibanco obtained a management financial margin of R$ 9,831 million, up 7.4% in comparison with the financial margin of the third quarter of the year. The main components of such variation will be analyzed as follows.

Managerial Financial Margin

R$ million

					Variation
	4th Q/08		3rd Q/08		Balance			%
Customers		8,748		8,147		601			7.4	%
Interest Rate Sensitive Banking Transactions		1,200		1,324		(124	)		-9.4	%
Spread-Sensitive Banking Transactions		7,548		6,823		725			10.6	%
Market		1,083		1,009		73			7.3	%
Managerial of Foreign Exchange Risk from Investments (I)		584		466		118			25.3	%
Treasury (II)		499		544		(45	)		-8.2	%
Total		9,831		9,156		674			7.4	%

Managerial Financial Margin with Customers

The use of financial products and services by our corporate and individual clients gives rise to the management financial margin with clients that, in turn, is subdivided into the financial margin of the transactions that are sensitive to the variation of the interest rate and the margin of the transactions that are sensitive to spreads.

In the fourth quarter of 2008, we verified an increase of 7.4% in the management financial margin with clients, totaling R$ 8,748 million.

In the period, the financial margin of the transactions that are sensitive to the variation of the interest rate decreased 9.4% as a result, basically, of the volume of transactions.

Banking Transactions Sensitive to Variations in Interest

R$ million

							Variation
	4th Q/08			3rd Q/08			Balance			%
Average Balance		36,175			41,264			(5,089	)		-12.3	%
Financial Margin		1,200			1,324			(124	)		-9.4	%
Annualized Rate		13.3	%		12.8	%				43		b.p.

Annualized Rate of Banking Transactions Sensitive to Variations in Interest Rate

On the other hand, the financial margin of the transactions that are sensitive to spreads carried out with clients showed an increase of 10.6% in comparison with the previous quarter, which corresponds to R$ 725 million. Such increase results mainly from the increase of R$19,280 million of the average balance of loans and financing transactions since the spread was stable in relation to the previous quarter.

Banking Transactions Sensitive to Spreads

R$ million

							Variation
	4th Q/08			3rd Q/08			Balance		%
Average Balance		314,086			280,388			33,697		12.0	%
Financial Margin		7,548			6,823			725		10.6	%
Annualized Rate		9.6	%		9.7	%			-12		b.p.

Annualized Rate of Banking Transactions Sensitive to Spreads

Managerial Market Financial Margin

The financial margin of the transactions carried out with the market is characterized by transactions carried out in the financial market to hedge investments abroad and by treasury transactions.

The financial margin of the transactions carried out with the market totaled R$1,083 million in the last quarter of the year, up 7.3% in relation to the previous quarter. The financial margin of the exchange risk administration of the investments abroad totaled R$ 584 million in the last quarter of the year, compared with R$ 466 million in the previous period.

The treasury result reached R$ 499 million in the fourth quarter of 2008, which corresponds to a decrease of 8.2% in relation to the previous period. The treasury margin in the fourth quarter was affected by the reduction in the result from hedge of positions of interest abroad, by the decrease in the result from exchange derivatives due to the impact of the drop of the exchange coupon, partially compensated by the increase in the result derived from own positions.

Managerial Financial Margin of Exchange Risk of Investments Abroad (I)

R$ million

	4th Quarter of 2008											3rd Quarter of 2008
	Initial Balance			Result Gross of Taxes			Tax Effects		Result Net of Taxes			Initial Balance			Result Gross of Taxes			Tax Effects		Result Net of Taxes
Capital Investments Abroad (A)		17,734											14,912
Exchange Variation on Investments Abroad (B)					3,883					3,883						2,831					2,831
Effect of exchange risk management of investments abroad (C)=(D)+(E)					(6,097	)		2,797		(3,300	)					(4,437	)		2,071		(2,366	)
Assets Position in DI (D)		17,734			690					690			14,912			512					512
Liabilities Position in Foreign Currency (E)		(30,997	)		(6,787	)		2,797		(3,990	)		(26,065	)		(4,950	)		2,071		(2,879	)
Managerial Financial Margin of Exchange Risk of Investments Abroad (F) = (B) + (C)					(2,214	)		2,797		584						(1,605	)		2,071		466

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Analysis of the Consolidated Net Income

Managerial Financial Margin

The factors previously described caused the net interest margin (NIM - annualized rate of the management financial margin), not taking the financial margin into consideration), to decrease at 10.1%, subtracting 12.1 basis points to the previous quarter. Considering the impact of the provision expense for loan and lease losses, net of the recovery of credits written off as losses, the NIM after provisions reached 6.9% compared with 7.5% in the previous quarter.

Analysis of the Managerial Financial Margin

R$ million

	4th Q/08								3rd Q/08
	Average Balance			Financial Margin		CDI (p.y.)			Average Balance			Financial Margin		CDI (p.y.)

Demand Deposits + Floatings		33,537								29,549

(-) Compulsory Deposits		(10,885	)							(10,352	)

Contingent Liabilities (-) Contingent Assets		3,951								1,380

Tax and Social Security Liabilities (-) Deposits in guarantee		10,886								10,000

(-) Tax Credits		(21,319	)							(13,878	)
Working Capital (Equity + Minority Interests - Permanent Assets - Capital Allocated to Treasury)		20,004								24,565
Interest Rate Sensitive Banking Transactions Performed with Customers (A)		36,175			1,200		13.3	%		41,264			1,324		12.8	%

	Average Balance			Financial Margin			Spread (p.y.)			Average Balance			Financial Margin			Spread (p.y.)

Cash and Cash Equivalents + Interbank Deposits + Securities (*)		84,370									59,616

Interbank and Interbranch Accounts		10,436									18,328

Loans, Leasing and Other Credits		233,859									214,579

(Allowance for Loan Losses)		(15,402	)								(11,945	)

Net Foreign Exchange Portfolio (Asset/Liability)		822									(189	)
Spread-Sensitive Banking Transactions Performed with Customers (B)		314,086			7,548			9.6	%		280,388			6,823			9.7	%

Managerial Financial Margin with Customer (C = A+B)		350,261			8,748			10.0	%		321,652			8,147			10.1	%

Managerial of Foreign Exchange Risk from Investments (I) (D)		17,597			584			13.3	%		15,964			466			11.7	%

Net Interest Margin (E = C+D)		367,858			9,332			10.1	%		337,617			8,613			10.2	%

Provision for Loan and Lease Losses (F)					(3,430	)								(2,722	)

Recovery of Credits Written Off as Losses (G)					459									413

Net Interest Margin after Provision for Credit Risk (H = E+F+G)		367,858			6,361			6.9	%		337,617			6,304			7.5	%

Treasury Financial Margin (II) (J)					499									544

Net Result from Financial Operations (L = H+J)					6,860									6,847

(*) Cash and Cash Equivalents + Interbank Deposits + Securities (-) Interbank Deposits related to Repurchase Liability (-) Derivative financial instruments

(-) Banking Transactions Sensitive to Variations in Interest Rate (-) Investments Abroad.

Note: Spread is the annualized difference between the earnings of assets and their opportunity costs.

Net Interest Margin (NIM) x CDI x BM&F Fixed Rate (1 year)

Management Discussion and Analysis

Itaú Unibanco Banco Múltiplo S.A.

Itaú Unibanco

Analysis of the Consolidated Net Income

Results from Loan and Lease Losses

Expenses for Provision for Loan Losses and Recovery of Credits Written-off as Losses

R$ million

													Variation
	4thQ/08			3rdQ/08			2008			2007			4th Q/08 - 3rd Q/08
Provision for Loan and Lease Losses		(3,430	)		(2,722	)		(11,286	)		(8,331	)		(708	)	26.0	%
Recovery of Credits Written Off as Losses		459			413			1,566			1,311			46

UNIBANCO HOLDINGS SA 6-K