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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):

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BRASIL TELECOM S.A.
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING,
Held on February 17, 2009 at 2:00 p.m.

Attendance:

Shareholders representing more than 99% of the Company’s voting capital were present.

Agenda:

1. Deliberate on the replacement of Board of Directors Members appointed by the controllers, with the election of new members to complement the mandate;

2. Deliberate on the election of the Chairman and the Vice-President of the Board of Directors; and

3. Deliberate on the replacement of Fiscal Board Members appointed by the holders of Common Shares, with the election of new members to complement the mandate.

Resolutions:

Regarding item 1 of the agenda the present shareholders unanimously approved the replacement of Board of Directors Members appointed by Brasil Telecom Participações S.A. (“BTP”), electing the following members to complement the mandate:

Effective Members		Alternate Members
José Mauro Mettrau Carneiro da Cunha		Maxim Medvedovski
João de Deus Pinheiro Macedo		Pedro Jereissati
Eurico de Jesus Teles Neto		Otávio Marques de Azevedo
José Augusto da Gama Figueira		João José de Araújo Pereira Pavel

1

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Antonio Cardoso dos Santos remained as a member of the Board of Directors, once he was elected by the preferred shareholders at the last Annual Shareholders' Meeting.

As for item 2 of the day’s agenda, the shareholder BTP proposed the election of Messrs. José Mauro Mettrau Carneiro da Cunha and João de Deus Pinheiro Macedo as Chairman and Vice-Chairman, respectively, of the Company’s Board of Directors. This proposal was approved by the majority of the present shareholders.

In regard to item 3 of the agenda, the majority of present shareholders elected the following persons as members of the Fiscal Council to complete the current term of office.

Effective Members		Alternate Members
Aparecido Carlos Correia Galdino		Sidnei Nunes
Allan Kardec de Melo Ferreira		Dênis Kleber Gomide Leite
Eder Carvalho Magalhães		Sergio Bernstein

Ruy Flaks Schneider remained as a member of the Fiscal Council, once he was elected by the preferred shareholders at the last Annual Shareholders' Meeting.

Pursuant to CVM Instruction 367, of May 29, 2002, the Chairman acknowledged the receipt of the résumés of the elected Board Members.

2

 

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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.

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