~~UNITED~~United ~~STATES~~States Securities and Exchange Commission Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

~~Pursuant~~For tothe ~~Rule~~month ~~13a-16~~of orOctober ~~15d-16~~ 2009

of the

Securities Exchange Act of 1934

For the month of

September 2009

Aracruz Celulose S.A.

Aracruz Cellulose S.A. (Translation of Registrant’s name into English) Av. Brigadeiro Faria Lima, 2,277—4th floor São Paulo, SP 01452-000, Brazil (Address of principal executive office)

(Translation of Registrant’s name into English)

Av. Brigadeiro Faria Lima, 2,277—4th floor

São Paulo, SP 01452-000, Brazil

(Address of principal executive office)

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

(Check One) Form 20-F þ Form 40-F ¨ o

(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))

(Check One) Yes ¨ o No þ þ

(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))

(Check One) Yes ¨ o No þ þ

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

(Check One) Yes ¨ o No þ þ

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

VOTORANTIM CELULOSE E PAPEL S.A. A Publicly-~~held~~Held Company CNPJ: ~~no.~~ 60.643.228/0001-21 NIRE: 35.300.022.807 ARACRUZ CELULOSE S.A. A Publicly-~~held~~Held Company CNPJ: ~~no.º~~ 42.157.511/0001-61 NIRE: 32.300.025.897

~~RELEVANT~~MATERIAL FACT

~~Managements~~Pursuant to the provisions of ~~VOTORANTIM~~article ~~CELULOSE~~157, Eparagraph ~~PAPEL~~4, of Law nº 6,404/76 and of CVM Instruction nº 358/2002, and in accordance with the company’s Notice to the Market of September 16th and the Material Information release published on September 22nd, ARACRUZ CELULOSE S.A. ("ARACRUZ" or the “~~VCP~~company”) orand ~~ARACRUZ~~VOTORANTIM CELULOSE E PAPEL S.A. (“~~Aracruz~~VCP”), ~~for~~announce that, on this date, the ~~purposes~~management of ~~Instruction~~ARACRUZ ~~no.~~and ~~358/02~~representatives of ~~the~~Empresas ~~Brazilian~~CMPC ~~Securities~~S.A. ~~Commission~~ (~~Comissão~~“CMPC”), debased ~~Valores~~in ~~Mobiliários)~~Santiago, ~~hereby~~Chile, ~~inform~~signed ~~the~~a ~~market~~sales ~~that~~contract (the ~~deadline~~“Contract”) for the ~~exercise~~transfer of ~~appraisal rights~~ownership of the assets represented by ~~holders~~the ofindustrial ~~Aracruz~~installations, ~~common~~lands and ~~Class A~~forests ~~Preferred~~collectively ~~Shares~~known ~~(neither~~as the Guaíba Unit, located in the municipality of ~~which~~Guaíba, ~~underlie~~in the ~~Aracruz~~state ~~American~~of ~~Depositary~~Rio ~~Shares~~Grande do Sul. In general terms, orthese ~~ADSs~~comprise: (i) ~~that~~a ~~did~~pulp ~~not~~Mill ~~vote~~with inan ~~favor~~annual production capacity of ~~the~~approximately ~~resolution~~450,000 ~~that~~tons; ~~approved~~(ii) ~~the~~a ~~stock~~paper ~~swap~~plant, ~~merger~~with ofan ~~Aracruz~~annual ~~with~~production ~~VCP~~capacity of around 60, ~~which~~000 ~~deadline~~tons; ~~would~~(iii) ~~expire~~land ~~today~~totalling an area of approximately 212,000 ~~September 28~~hectares (of which 32,000 ~~2009~~hectares are leased, isunder ~~hereby~~partnerships); ~~extended~~as well as (iv) licenses and authorizations for a project to ~~November 12~~expand the pulp mill, ~~2009~~raising its production capacity to around 1.75 million tons a year.

~~Managements~~The ofsale ~~VCP~~price ~~and Aracruz explain~~ that ~~such~~has ~~extension~~been ofagreed for the ~~period~~Guaíba ~~for~~Unit ~~exercise~~is ofUS$ ~~appraisal~~1,430 ~~rights~~million ~~derives~~and ~~from~~ the ~~need~~payments are to ~~reconcile~~be ~~Brazilian~~made ~~and~~in ~~United~~two ~~States~~installments, ~~legal requirements for~~ the ~~consummation~~first of ~~the~~which, ~~stock swap merger to allow~~ for the ~~exchange~~sum of ~~Aracruz~~US$ ~~ADSs~~1 ~~for VCP~~(one) ~~ADSs~~billion, ~~particularly~~is ~~with~~to ~~respect~~be tomade upon the ~~registration~~completion of ~~said~~the ~~transaction~~deal, ~~with~~set ~~the~~for ~~United~~December ~~States~~15, ~~Securities~~2009; and ~~Exchange Commission (~~the ~~“Commission”).~~second, ~~The~~for ~~extension of~~ the ~~appraisal~~sum ~~rights~~of ~~exercise~~US$ ~~period~~430 ~~referred~~million, to ~~above does~~be ~~not~~made ~~affect~~45 ~~any~~(forty-five) ofdays after the ~~conditions~~payment ~~or effects~~ of the ~~stock~~first, ~~swap~~with ~~merger~~a asinterest ~~approved~~rate ~~by the common shareholders~~ of ~~Aracruz~~7.5% ~~and VCP~~p.a..

~~São~~Despite ~~Paulo~~selling the Guaíba Unit, ~~September 28~~the company has retained assets worth about US$ 180 million, ~~2009~~represented by industrial equipment that had been purchased for the expansion of that unit and shall now be used in a future expansion project that the company may undertake. The timing and sequence of any future expansion projects will be subject to market conditions and the company’s commitment to the exercising of discipline in the expansion of the pulp and paper industry worldwide.

~~Aracruz~~Simultaneously, ~~September 28~~the company is restructuring its debt liabilities, ~~2009~~in order to align the maturity profile with its future cash generation. The combination of these two events will reposition the company’s capital structure and debt profile, while creating conditions for the resumption of growth through high yield projects and the recovery of its investment grade rating.

~~Votorantim Celulose e Papel S.A. Marcos Grodetzky Investor Relations Officer~~ Aracruz/São ~~Celulose~~Paulo, ~~S.A.~~October ~~Marcos~~8, ~~Grodetzky Investor Relations Officer~~2009.

~~Additional~~VOTORANTIM ~~Information~~CELULOSE ~~and~~E ~~Where~~PAPEL toS.A. ~~Find~~Marcos ~~It:~~Grodetzky Investor Relations Officer ARACRUZ CELULOSE S.A. Marcos Grodetzky Investor Relations Officer

This Relevant Fact is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell any shares of Aracruz or VCP. The proposed stock swap merger of Aracruz with VCP described in this Relevant Fact has been approved by Aracruz and VCP common shareholders but has not been consummated.

The distribution of VCP shares to holders of Aracruz ADSs, evidencing Aracruz Class B Preferred Shares, will be made only pursuant to an effective registration statement that VCP and Aracruz intend to file with the Commission. In connection with the proposed stock swap merger, we plan to file with the Commission (i) one or more registration statements on Form F-4 containing a prospectus that will be mailed to holders of Aracruz ADSs and (ii) other documents regarding the stock swap merger. Investors and security holders will be able to obtain the documents filed with the Commission regarding the stock swap merger, when available, free of charge on the Commission’s website at www.sec.gov or from VCP or Aracruz.

VCP and Aracruz urge investors and security holders to carefully read the relevant prospectus and other materials when they become available as they will contain important information about the stock swap merger.

Special Note Regarding Forward-Looking Statements:

This Relevant Fact contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to Aracruz and VCP, are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made, and we undertake no obligation to publicly update any of them in the light of new information or future events.

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.

	ARACRUZ CELULOSE S.A.
Date: September 28, 2009	By:	/s/ Marcos Grodetzky
	Name:	Marcos Grodetzky
	Title:	Investor Relations Officer

Date: October 08, 2009

ARACRUZ CELULOSE S.A.
By: /s/ Marcos Grodetzky
Name: Marcos Grodetzky
Title: Investor Relations Officer

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