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

For the month of June, 2011

Commission File Number 1-14493

VIVO PARTICIPAÇÕES S.A.

(Exact name of registrant as specified in its charter)

VIVO Holding Company

(Translation of Registrant's name into English)

Av. Roque Petroni Jr., no.1464, 6^thfloor – part, "B"building
04707-000 - São Paulo, SP
Federative Republic of Brazil

(Address of principal executive office)

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 ___X___ Form 40-F _______

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

Yes _______ No ___X____

~~TELECOMUNICAÇÕES~~VIVO DEPARTICIPAÇÕES ~~SÃO PAULO~~ S.A. ~~– TELESP Publicly-held company~~ CNPJ /MF nº 02.558.~~157~~074/0001-6273 - NIRE 35.3.001.~~5881~~587-492 ~~VIVO PARTICIPAÇÕES S.A.~~ Publicly-held company ~~CNPJ~~of MFauthorized ~~02.558.074/0001-73 - NIRE 35.3.001.587-92~~capital

~~NOTICE~~MINUTE OF ~~MATERIAL~~THE EXTRAORDINARY ~~FACT~~GENERAL MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 14TH, 2011.

~~The management of Telecomunicações de São Paulo S~~1.A. –DATE, ~~Telesp~~TIME ~~("Telesp")~~AND ~~and~~LOCATION: ofJune ~~Vivo Participações S.A. (“Vivo Part.” and~~14th, ~~jointly~~ ~~with Telesp~~2011, ~~the~~at ~~“Companies”),~~3 ~~in compliance with and for the purposes of CVM Instructions Ns~~p. ~~319/99 and 358/02~~m., asexceptionally ~~amended,~~at Rua ~~announce~~Martiniano ~~that~~de ~~on June 14~~Carvalho, ~~2011~~851, ~~the~~in ~~respective Boards of Directors of~~ the ~~Companies~~city ~~approved the terms and conditions~~ of aSão ~~corporate restructuring proposal~~Paulo, ~~aiming~~State ~~at continuing the organizational structure simplification~~ of ~~the~~São ~~Companies and contributing with their integration (“Corporate Restructure”)~~Paulo.

12. ~~Background~~CHAIRMAN AND SECRETARY: Luis Miguel Gilpérez López – Chairman of the meeting and Breno Rodrigo Pacheco de Oliveira – Secretary of the meeting.

On3. ~~April~~ATTENDANCE: ~~27,~~The ~~2011~~meeting was installed with the ~~shareholders~~attendance ~~approved~~of the Directors that sign this minute, in ~~the~~ ~~Extraordinary~~compliance ~~General~~with ~~Meetings~~the ofquorum ~~both~~set ~~Companies~~forth in the ~~merger~~By-laws. The representative of ~~shares~~the ~~of Vivo~~Audit ~~Part~~Committee (Conselho Fiscal), Mr. ~~into~~Peter ~~Telesp~~Edward Wilson, ~~aiming~~also atattended to the ~~simplification~~meeting, ofpursuant ~~their~~to ~~organizational structure~~article 163, § by3 ~~which~~of ~~new~~Law ~~shares~~No. of6.404/76, ~~Telesp~~as ~~were~~amended. ~~directly~~It ~~attributed~~was tostated that the ~~owners~~ attendance of ~~the~~Mr. ~~merged~~José Guimarães ~~shares~~Monforte ofwas ~~Vivo~~by ~~Part.~~audio conference, ~~with~~as permitted by the ~~consequent~~article ~~conversion~~15, of§ ~~Vivo~~2 ~~Part.~~of ~~into~~By-laws, ain ~~wholly-owned~~compliance ~~subsidiary~~with ofthe ~~Telesp~~quorum set forth in the By-laws, ~~under~~being registered that the ~~terms~~members of ~~article~~the ~~252 of~~Audit ~~Law~~Committee NoMr. ~~6.404~~Juarez ofRosa ~~December~~da ~~15,~~Silva ~~1976,~~and Hério asPaulo ~~amended~~Andriola ~~(“Law~~were ~~nr.~~also ~~6.404/76),~~attending ~~following~~by videoconference from Porto Alegre. ~~all~~Mr. ~~the~~Antonio ~~procedures~~Carlos ~~described~~Valente inda ~~the~~Silva, ~~CVM~~President ~~Instruction~~of ~~319/99~~the Company and inGilmar Roberto ~~the~~Pereira Camurra, ~~Opinion~~Finance and ~~Guidance~~Investor ~~n° 35/08~~Relations ~~issued~~Officer byand ~~the~~Cristiane ~~Brazilian~~Barretto ~~Securities~~Sales, ~~and~~Controller ~~Exchange~~Officer ~~Commission~~were ~~(“CVM”)~~also present.

24. ~~Purpose.~~AGENDA AND RESOLUTIONS:

~~Telesp~~Mr. isLuis aMiguel ~~public~~Gilpérez ~~utility operator~~López, Chairman of ~~Fixed~~the ~~Switched~~Board ~~Telephone~~of ~~Service~~Directors, clarified ~~(Serviços~~that dethe ~~Telefonia~~purpose ~~Fixa~~of ~~Comutada~~the –meeting ~~“STFC”)~~was into ~~the~~discuss ~~local~~ and ~~long distance~~resolve ~~modalities~~the inproposal for ~~several~~the ~~regions.~~corporate ~~Vivo~~restructuring ~~Part.~~to ~~is,~~be ~~currently,~~held ~~the~~in ~~company which~~order ~~has~~to ~~the~~continue ~~authorization~~with ~~for~~ the simplification ~~rendering~~ of ~~Personal~~the ~~Mobile~~current ~~Services~~organizational ~~(Serviço~~structure ~~Móvel~~of ~~Pessoal~~the -involved companies, ~~“SMP”)~~initiated inwith the ~~territories~~ ~~that~~merger ~~comprise~~by ~~the~~Telesp ~~State~~ of ~~Minas~~the ~~Gerais~~totality ~~(PGA~~of Company’s ~~Region I). On the~~ ~~other hand~~shares, ~~Vivo~~approved ~~S.A.,~~by the ~~current~~shareholders ~~wholly-owned subsidiary~~ of ~~Vivo Part., holds~~ the ~~remaining~~involved ~~operations~~companies ~~and~~at ~~authorizations for~~ the ~~provision~~shareholders’ meetings ofheld ~~SMP~~on ~~services in~~April ~~all~~27th, ~~Regions~~2011.

~~The~~Moreover, ~~Corporate~~he ~~Restructure~~informed ~~now~~that ~~intended aims at continuing~~ the ~~simplification~~proposed ~~process~~corporate ofrestructuring ~~the Companies organizational~~encompasses ~~structure, in order to~~ (i) ~~concentrate~~the concentration of the authorizations ~~for~~regarding the ~~provision~~render of ~~the~~ SMP services (currently held by Vivo Part. and Vivo S.A.), ~~unifying the operations and the Terms of Approval for the Exploration of the SMP~~ in ~~only~~ one ~~company~~ single company (Vivo S.A.);, ~~and~~allowing ~~(ii) simplify~~ the ~~current~~consolidation ~~corporate~~of ~~structure, eliminating from~~ the ~~corporate~~operations ~~chain~~and of the ~~company~~SMP Authorization ~~Vivo~~Terms ~~Part.~~ (~~currently~~Termos ~~a wholly-owned~~de ~~subsidiary~~Autorizações ofpara ~~Telesp~~Exploração do SMP) ~~that,~~in ~~with~~one ~~the~~single ~~referred~~company ~~concentration~~and of(ii) ~~authorizations,~~the ~~shall~~simplification ~~become a holding, by means~~ of the ~~merger~~current ofcorporate structure, excluding Vivo Part. ~~(with~~of ~~all its all~~the ~~assets~~corporate ~~and liabilities ) into Telesp~~chain.

3Accordingly, in order to achieve such structure, the Chairman has proposed the conveyance, by the Company, of the assets, rights and obligations related to the mobile services in the State of Minas Gerais to Vivo S.A., ~~Implementation~~wholly owned subsidiary of the Company which is the operator of mobile services of the group and ~~structure~~concentrates the authorizations and mobile services in the other locations, and, subsequently, the merger of the Company by Telesp (“Corporate Restructuring”).

The ~~simplified~~Chairman ~~chart~~further ~~reproduced~~clarified ~~below~~that the Corporate ~~demonstrates~~Restructuring is justified insofar as, once the ~~current~~consolidation of the mobile services operations in Vivo S.A. is approved, Vivo Part. shall become an holding company, holding corporate ~~structure~~stock asof ~~well~~Vivo asS.A., allowing the simplification of the corporate structure ~~after~~by means of the ~~implementation~~ merger of the ~~Corporate~~Company by ~~Restructure~~Telesp, ~~here~~simplifying ~~described:~~and rationalizing even more the cost structure of the Companies.

~~Current~~The Chairman also clarified that the provided Corporate ~~Structure:~~ Restructuring (including the prior conveyance of the assets, rights and obligations related to the mobile cellular services of the Company in the State of Minas Gerais to Vivo S.A.) shall be submitted to ANATEL – Agência Nacional de Telecomunicações (“Anatel”), and therefore it only shall be effective after the authorization of ANATEL.

~~Corporate~~After all clarifications, the members of the Board of Directors, by unanimous votes of all members attending ~~Structure~~the meeting, after having acknowledged the ~~merger~~favorable opinion of ~~Vivo~~the ~~Part.~~Board ~~into~~of ~~Telesp~~Auditors on the matter, have resolved:

~~With the~~(i) ~~drop~~to ~~down~~approve of the ~~assets,~~start ~~rights and liabilities~~ of ~~Vivo Part. related to~~ the ~~operation~~process of ~~mobile telephony in~~ the ~~State~~aimed ~~of Minas Gerais to Vivo S.A.~~Corporate Restructuring, ~~a wholly-owned~~as ~~subsidiary~~well ofas ~~Vivo~~the ~~Part.,~~relevant ~~Vivo~~studies ~~S.A.~~and ~~shall~~valuations ~~become~~regarding the ~~only mobile~~ ~~operator~~conveyance ofby the ~~group~~Company inof ~~Brazil~~the assets, rights and ~~Vivo~~obligations ~~Part.~~related ~~shall~~to ~~remain~~the mobile ascellular aservices ~~holding~~ in the ~~organizational~~State ~~structure~~ of ~~the~~Minas ~~Companies~~Gerais ~~involved, so that would be no reason~~ to ~~have~~ Vivo ~~Part~~S.A. ~~with~~and the subsequently ~~only~~merger ~~function~~by Telesp of ~~holding~~ the ~~shares~~totality of ~~Vivo S.A.~~Company’s ~~Thus~~net equity, ~~immediately~~which final ~~after~~terms ~~the~~and ~~mentioned~~conditions ~~operation, Vivo Part.~~ shall be ~~merged~~ ~~into~~analyzed ~~Telesp,~~by ~~with~~ the ~~consequent~~Board ~~extinction~~ of ~~Vivo~~Directors ~~Part., which shall simplify~~ad ~~and~~referendum ~~rationalize~~of the ~~costs~~general ~~structure~~shareholders’ meeting of the ~~Companies.~~Company that will resolve about this matter; and

~~In compliance~~(ii) ~~with~~to authorize the ~~provisions~~managers of ~~Law~~the ~~nr.~~Company ~~6404/76,~~to atake ~~specialized~~all ~~company~~the ~~shall~~necessary beactions ~~retained~~ to ~~elaborate~~start athe ~~valuation~~Corporate ~~report~~Restructuring, ofincluding the ~~part~~submission of the ~~net worth of~~ ~~Vivo~~transaction ~~Part. corresponding~~ to the ~~mobile~~analysis ~~telephony~~and ~~operations~~approval ~~in the State~~ of ~~Minas~~ ~~Gerais~~Anatel, ~~for the purposes of drop down into Vivo S.A.~~ and ofother ~~the~~relevant ~~net worth~~acts, ofincluding ~~Vivo~~those ~~Part.,~~regarding ~~for~~the ~~purposes~~debentures ofissued ~~its~~by ~~merger~~the ~~into Telesp~~Company.

~~Once~~5. ~~the~~ADJOURNMENT OF ~~necessary~~THE ~~proceedings~~MEETING: ~~are~~As ~~complete,~~no amatters ~~notice of~~were ~~material~~left ~~fact~~to ~~shall~~ be ~~published~~discussed, inthe ~~order~~meeting was toadjourned ~~inform~~and ~~the~~these ~~other~~minutes ~~terms~~were drawn up, and after read and approved, ~~conditions~~were ofexecuted by the ~~Corporate~~members ~~Restructuring~~of asthe toBoard beof ~~proposed~~Directors and by the ~~Boards of~~Secretary, ~~Directors~~being ofregistered ~~Telesp~~in ~~and~~the ofproper ~~Vivo~~corporate ~~Part~~book. ~~The~~SINGATURES: ~~proposals~~Luis ofMiguel ~~the~~Gilpérez ~~Boards~~López, Chairman of ~~Directors~~the Board; Antonio ofGonçalves; ~~Telesp~~Eduardo ~~and~~Fernando ~~Vivo~~Caride ~~Part.~~(represented ~~shall~~by beLuis ~~subject~~Miguel toGilpérez ~~the~~López); Emilio ~~Companies’~~Gayo ~~shareholders’~~Rodriguez (represented by Luis Miguel Gilpérez López); Felix Pablo ~~approval~~Ivorra atCano; ~~general~~Ignácio ~~meetings~~Aller toMallo; beIgnácio Cuesta ~~held~~Martin-Gil; ~~for~~José ~~such~~Guimarães ~~purpose,~~Monforte; inRui ~~accordance~~Manuel ~~with~~de ~~Law~~M. D´Espiney nrPatrício. ~~6404/76,~~Members inof ~~addition~~the toAudit ~~the~~Committee: Peter ~~necessary~~Edward ~~regulatory~~Mr ~~approvals~~Wilson; ~~(as~~Hério ~~per~~Paulo ~~item~~Andriola 5and Juarez Rosa da Silva. Breno Rodrigo Pacheco de Oliveira, Secretary of the ~~below)~~Board.

AsI ~~Vivo~~hereby ~~Part.~~certify isthat ~~currently a wholly-owned subsidiary of Telesp,~~ the ~~intended~~present ~~merger shall not result in any~~document ~~capital~~is ~~increase~~a oftrue ~~Telesp,~~copy ~~since the referred company already has registered in its net equity the value~~ of the ~~shares~~minutes of ~~Vivo Part., and therefore there will be no exchange of shares of non-controlling shareholders of~~ the ~~merged~~extraordinary ~~company~~Board ~~by shares~~ of ~~the merging~~Directors ~~company, as the shares of the merged company belong exclusively to the~~meeting ~~merging~~held ~~company. Thus, no valuation report~~ on ~~the~~June ~~net equity at market prices for the calculation of the exchange ratio of the shares held by non-controlling shareholders mentioned in Article 264 of the Act 6404/76 and in the Article 2nd~~14th, ~~paragraph one~~ 2011, ~~VI,~~registered ofin ~~CVM Instruction No. 319/99 is required, according to recent understandings of~~ the ~~CVM~~proper ~~already expressed in similar~~ corporate ~~restructurings~~ ~~and mentioned in CVM Resolution No~~book. ~~559/2008, as there are no minority shareholders of Vivo Part. to be protected.~~

~~Accordingly,~~Breno asRodrigo ~~provided~~Pacheco de ~~in Article~~Oliveira Secretary ~~226,~~- ~~first~~OAB/RS ~~and second paragraphs of Law~~ nr. ~~6404/76, the shares held of Vivo Part~~45. held by Telesp shall be extinguished. The implementation of the transaction shall result in the extinction of Vivo Part. and its consequent exclusion from the corporate chain of the group, so that Telesp shall become a direct holder of all shares of Vivo S.A., previously held by Vivo Part., and Vivo S.A. shall become a wholly-owned subsidiary of Telesp.479

It is estimated that the Corporate Restructuring shall be completed during the second half of 2011.

4. Shareholders’ Meeting Call.

In addition to the complementary notice of material fact containing details regarding the terms and conditions of the Corporate Restructuring which shall be agreed as above, in due course and within the legal and statutory deadlines, a call notice for the extraordinary general meeting of Telesp (in which the proposed Corporate Restructuring shall be resolved) shall be published.

5. Additional information.

The present Corporate Restructuring shall be submitted to the National Agency for Telecommunications – Anatel.

Since the transaction refers to a merger of a company (Vivo Part.), and there are no non-controlling shareholders in the merged company, the Corporate Restructuring contemplated herein shall not grant to the shareholders of the Companies the withdrawal right.

The Corporate Restructuring will not alter the listing of the Telesp ADSs on the New York Stock Exchange or Telesp's status as a reporting foreign private issuer with the SEC.

São Paulo, June 15, 2011.

Gilmar Roberto Pereira Camurra Investors Relations’ Officer Vivo Participações S.A. VIVO – Investors Relations Office Tel: +55 11 7420-1172 Email: ir@vivo.com.br Information: www.vivo.com.br/ri Gilmar Roberto Pereira Camurra Investors Relations’ Officer Telecomunicações de São Paulo S.A. – Telesp Telesp – Investors Relations Office Tel: +55 11 3549-7200 Email: ri.telefonicabr@telefonica.com.br Information: www.telefonica.com.br

SIGNATURE

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.

Date: June 1517, 2011

VIVO PARTICIPAÇÕES S.A.

By:	/S/ Gilmar Roberto Pereira Camurra
	Gilmar Roberto Pereira Camurra Investor Relations Officer

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. 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.

Filing Compare · Vivo Participacoes S.A.