CRESUD INC — Major Shareholding Notification 2011

Feb 14, 2011

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 5)

Under the Securities Exchange Act of 1934

Cresud Sociedad Anónima Comercial, Inmobiliaria, Financiera y Agropecuaria

(Name of Issuer)

Common Stock, 1.00 peso par value

(Title of Class of Securities)

226406106

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the following box to designate the rule pursuant to which the Schedule is filed:

| o | Rule
13d-1(b) |
| --- | --- |
| x | Rule
13d-1(c) |
| o | Rule
13d-1(d) |

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

| CUSIP No.
226406106 — 1. | Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only) D. E. Shaw
Oculus Portfolios, L.L.C. 20-0805088 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |

Number of Shares Beneficially Owned by Each Reporting Person With		Sole Voting Power -0-
	6.	Shared Voting Power 47,539,628
(1)
	7.	Sole Dispositive Power -0-
	8.	Shared Dispositive Power 47,539,628
(1)
9.	Aggregate Amount Beneficially
Owned by Each Reporting Person 47,539,628
(1)
10.	Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions) o
11.	Percent of Class Represented by
Amount in Row (9) 9.4%
(2)
12.	Type of Reporting Person (See
Instructions) OO

(1) The number of shares beneficially owned includes 43,629,590 common shares represented by 4,362,959 American depositary shares (“ADS”) and warrants exercisable into 3,910,038 shares.

(2) The percent of class is based on 501,560,508 shares of outstanding common stock as of June 30, 2010, as reported in the Issuer’s December 30, 2010, Form 20-F, and includes 3,910,038 shares from the potential exercise of the warrants for a total of 505,470,546 shares.

| CUSIP No.
226406106 — 1. | Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only) D. E. Shaw
& Co., L.L.C. 13-3799946 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power -0- |
| | 6. | Shared Voting Power 47,539,628
(1) |
| | 7. | Sole Dispositive Power -0- |
| | 8. | Shared Dispositive Power 47,539,628
(1) |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 47,539,628
(1) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by
Amount in Row (9) 9.4%
(2) | |
| 12. | Type of Reporting Person (See
Instructions) OO | |

(1) The number of shares beneficially owned includes 43,629,590 common shares represented by 4,362,959 ADS and warrants exercisable into 3,910,038 shares.

(2) The percent of class is based on 501,560,508 shares of outstanding common stock as of June 30, 2010, as reported in the Issuer’s December 30, 2010, Form 20-F, and includes 3,910,038 shares from the potential exercise of the warrants for a total of 505,470,546 shares.

| CUSIP No.
226406106 — 1. | Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only) D. E. Shaw
& Co., L.P. 13-3695715 | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power -0- |
| | 6. | Shared Voting Power 48,033,558
(1) |
| | 7. | Sole Dispositive Power -0- |
| | 8. | Shared Dispositive Power 48,033,558
(1) |
| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 48,033,558
(1) | |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o | |
| 11. | Percent of Class Represented by
Amount in Row (9) 9.5%
(2) | |
| 12. | Type of Reporting Person (See
Instructions) IA,
PN | |

(1) The number of shares beneficially owned includes 44,123,520 common shares represented by 4,412,352 ADS and warrants exercisable into 3,910,038 shares.

(2) The percent of class is based on 501,560,508 shares of outstanding common stock as of June 30, 2010, as reported in the Issuer’s December 30, 2010, Form 20-F, and includes 3,910,038 shares from the potential exercise of the warrants for a total of 505,470,546 shares.

| CUSIP No.
226406106 — 1. | Names of Reporting Persons I.R.S. Identification Nos. of
above persons (entities only) David E. Shaw | |
| --- | --- | --- |
| 2. | Check the Appropriate Box if a
Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Citizenship or Place of
Organization United
States | |

Number of Shares Beneficially Owned by Each Reporting Person With	Sole Voting Power -0-
6.	Shared Voting Power 48,033,558
(1)
7.	Sole Dispositive Power -0-
8.	Shared Dispositive Power 48,033,558
(1)

| 9. | Aggregate Amount Beneficially
Owned by Each Reporting Person 48,033,558
(1) |
| --- | --- |
| 10. | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o |
| 11. | Percent of Class Represented by
Amount in Row (9) 9.5%
(2) |
| 12. | Type of Reporting Person (See
Instructions) IN |

(1) The number of shares beneficially owned includes 44,123,520 common shares represented by 4,412,352 ADS and warrants exercisable into 3,910,038 shares.

(2) The percent of class is based on 501,560,508 shares of outstanding common stock as of June 30, 2010, as reported in the Issuer’s December 30, 2010, Form 20-F, and includes 3,910,038 shares from the potential exercise of the warrants for a total of 505,470,546 shares.

Item 1.
(a)	Name of Issuer:
	Cresud
Sociedad Anónima Comercial, Inmobiliaria, Financiera y
Agropecuaria
(b)	Address of Issuer's Principal
Executive Offices:
	Moreno
877, 23rd Floor C1091AAQ
- Buenos Aires Argentina
Item 2.
(a)	Name of Person Filing:
	D. E. Shaw
Oculus Portfolios, L.L.C. D. E. Shaw
& Co., L.L.C. D. E. Shaw
& Co., L.P. David E. Shaw
(b)	Address of Principal Business
Office or, if none, Residence:
	The
business address for each reporting person is: 1166
Avenue of the Americas, 9 th Floor New
York, NY
10036
(c)	Citizenship:
	D. E. Shaw
Oculus Portfolios, L.L.C. is a limited liability company organized under
the laws of the state of Delaware. D. E. Shaw
& Co., L.L.C. is a limited liability company organized under the laws
of the state of Delaware. D. E. Shaw
& Co., L.P. is a limited partnership organized under the laws of the
state of Delaware. David E. Shaw
is a citizen of the United States of
America.
(d)	Title of Class of Securities:
	Common
Stock, 1.00 peso par
value
(e)	CUSIP Number:
	226406106

Item 3.
Not
Applicable

| Item 4. |
| --- |
| As
of December 31, 2010: (a)
Amount beneficially owned: |

D. E. Shaw Oculus Portfolios, L.L.C.: 47,539,628 shares This is composed of (i) 43,629,590 common shares represented by 4,362,959 ADS in the name of D. E. Shaw Oculus Portfolios, L.L.C. and (ii) 3,910,038 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right to acquire upon exercise of warrants.

| D. E. Shaw
& Co., L.L.C.: | 47,539,628
shares This
is composed of (i) 43,629,590 common shares represented by 4,362,959 ADS
in the name of D. E. Shaw Oculus Portfolios, L.L.C. and (ii)
3,910,038 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right
to acquire upon exercise of
warrants. |
| --- | --- |
| D. E. Shaw
& Co., L.P.: | 48,033,558
shares This
is composed of (i) 43,629,590 common shares represented by 4,362,959 ADS
in the name of D. E. Shaw Oculus Portfolios, L.L.C., (ii)
3,910,038 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right
to acquire upon exercise of warrants, and (iii) 493,930 common shares
represented by 49,393 ADS in the name of D. E. Shaw Valence
Portfolios, L.L.C. |
| David E. Shaw: | 48,033,558
shares This
is composed of (i) 43,629,590 common shares represented by 4,362,959 ADS
in the name of D. E. Shaw Oculus Portfolios, L.L.C., (ii)
3,910,038 shares that D. E. Shaw Oculus Portfolios, L.L.C. has the right
to acquire upon exercise of warrants, and (iii) 493,930 common shares
represented by 49,393 ADS in the name of D. E. Shaw Valence
Portfolios, L.L.C. |

(b) Percent of class:

| D. E. Shaw
Oculus Portfolios, L.L.C.: | 9.4% |
| --- | --- |
| D. E. Shaw
& Co., L.L.C.: | 9.4% |
| D. E. Shaw
& Co., L.P.: | 9.5% |
| David E. Shaw: | 9.5% |

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote:

| D. E. Shaw
Oculus Portfolios, L.L.C.: | -0-
shares |
| --- | --- |
| D. E. Shaw
& Co., L.L.C.: | -0-
shares |
| D. E. Shaw
& Co., L.P.: | -0-
shares |
| David E. Shaw: | -0-
shares |

(ii) Shared power to vote or to direct the vote:

| D. E. Shaw
Oculus Portfolios, L.L.C.: | 47,539,628
shares |
| --- | --- |
| D. E. Shaw
& Co., L.L.C.: | 47,539,628
shares |
| D. E. Shaw
& Co., L.P.: | 48,033,558
shares |
| David E. Shaw: | 48,033,558
shares |

(iii) Sole power to dispose or to direct the disposition of:

| D. E. Shaw
Oculus Portfolios, L.L.C.: | -0-
shares |
| --- | --- |
| D. E. Shaw
& Co., L.L.C.: | -0-
shares |
| D. E. Shaw
& Co., L.P.: | -0-
shares |
| David E. Shaw: | -0-
shares |

(iv) Shared power to dispose or to direct the disposition of:

| D. E. Shaw
Oculus Portfolios, L.L.C.: | 47,539,628
shares |
| --- | --- |
| D. E. Shaw
& Co., L.L.C.: | 47,539,628
shares |
| D. E. Shaw
& Co., L.P.: | 48,033,558
shares |
| David E. Shaw: | 48,033,558
shares |

David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the manager and investment adviser of D. E. Shaw Valence Portfolios, L.L.C. and the investment adviser of D. E. Shaw Oculus Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Oculus Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 48,033,558 shares as described above constituting 9.5% of the outstanding shares, and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 48,033,558 shares.

| Item 5. | Ownership of Five Percent or
Less of a Class |
| --- | --- |
| Not
Applicable | |
| Item 6. | Ownership of More than Five
Percent on Behalf of Another Person |
| Not
Applicable | |
| Item 7. | Identification and
Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company or Control Person |
| Not
Applicable | |
| Item 8. | Identification and
Classification of Members of the Group |
| Not
Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not
Applicable | |
| Item 10. | Certification |
| By
signing below, each of D. E. Shaw Oculus Portfolios, L.L.C.,
D. E. Shaw & Co., L.L.C., D. E. Shaw & Co.,
L.P., and David E. Shaw certify that, to the best of such
reporting person’s knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having such purposes or
effect. | |

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated October 24, 2007, granted by David E. Shaw in favor of Rochelle Elias, are attached hereto.

Dated: February 14, 2011

| D. E. Shaw Oculus
Portfolios, L.L.C. | |
| --- | --- |
| By: | /s/ Rochelle
Elias |
| | Rochelle
Elias Authorized
Signatory |

| D. E. Shaw
& Co., L.L.C. | |
| --- | --- |
| By: | /s/ Rochelle
Elias |
| | Rochelle
Elias Authorized
Signatory |

| D. E. Shaw
& Co., L.P. | |
| --- | --- |
| By: | /s/ Rochelle
Elias |
| | Rochelle
Elias Chief
Compliance Officer |

David E. Shaw
By:	/s/ Rochelle
Elias
	Rochelle
Elias Attorney-in-Fact
for
David E. Shaw