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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
 
THROUGH December 18, 2008

(Commission File No. 1-15256)
 
 
BRASIL TELECOM S.A.
(Exact name of Registrant as specified in its Charter)
 
BRAZIL TELECOM COMPANY
(Translation of Registrant's name into English)
 

SIA Sul, Área de Serviços Públicos, Lote D, Bloco B
Brasília, D.F., 71.215-000
Federative Republic of Brazil
(Address of Regristrant's 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 ___X___ 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)__.

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)__.

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___

If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):


Investor Relations 
55 (61) 3415-1140 
ri@brasiltelecom.com.br 
 
Media and Communication 
55 (61) 3415-1822 
diretoriadecomunicacao@brasiltelecom.com.br 

BRASIL TELECOM S.A.  BRASIL TELECOM PARTICIPAÇÕES S.A. 
Publicly-held Company  Publicly-held Company 
Corporate Taxpayer’s ID (CNPJ/MF):  Corporate Taxpayer’s ID (CNPJ/MF): 
76.535.764/0001-43  02.570.688/0001-70 
Company Registry (NIRE): 53 3 0000622-9  Company Registry (NIRE): 53 3 0000581 8 

MATERIAL FACT

Brasil Telecom Participações S.A. (BOVESPA: BRTP3/BRTP4; NYSE: BRP) and Brasil Telecom S.A. (BOVESPA: BRTO3/BRTO4; NYSE: BTM) (jointly, “Brasil Telecom”), pursuant to paragraph 4 of article 157 of Law 6,404/76 and CVM Instruction 358/02 and amendments thereto, announce that the Debenture-holders’ Meeting of December 17, 2008 approved the First Addendum to the Private Indenture of the 5th Issue (and 4th Public Issue) of Simple, Non-Convertible Debentures of Brasil Telecom S.A., on this date, to include the adjustment of the debentures’ remuneration parameters in case of transfer of the Company’s control, maintaining the Company’s obligation to acquire the debentures should the debenture-holders wish to sell them.

Brasília, December 17, 2008.

Paulo Narcélio Simões Amaral
Investor Relations Officer
Brasil Telecom Participações S.A.
Brasil Telecom S.A.


 
 
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: December 18, 2008

 
BRASIL TELECOM S.A.
By:
/S/ Paulo Narcélio Simões Amaral
 
Name:  Paulo Narcélio Simões Amaral
Title:     Chief Financial 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 offuture 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.