FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer

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


For the month of November, 2008

Commission File Number: 1-33659

COSAN LIMITED
(Translation of registrant’s name into English)

Av. Juscelino Kubitschek, 1726 – 6th floor
São Paulo, SP 04543-000 Brazil
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of 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):

Yes
    
No
X

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):

Yes
    
No
X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 
 
COSAN LIMITED

Notice of Material Fact

Cosan Limited (NYSE:CZZ) announces that the size of its board of directors has been increased from 9 (nine) to 11 (eleven) members.

Mr. Burkhard Otto Cordes and Mr. Luiz Henrique Fraga were elected class II and class III directors of Cosan Limited, respectively.   Mr. Cordes has been a director of our subsidiary Cosan S.A. Indústria e Comércio since 2005.  Mr. Fraga is an executive officer of Gávea Investimentos and has been designated as one of the 5 (five) independent members of the board of directors.
 
 
 
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.
 

 
   
COSAN LIMITED
  
       
       
Date:
November 10, 2008
  
By:
/S/ Paulo Sérgio de Oliveira Diniz
  
       
Name:
Paulo Sérgio de Oliveira Diniz
  
       
Title:
Chief Financial Officer and Investors Relations Officer