SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�6-K

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Report of Foreign Private Issuer
Pursuant to Rule�13a-16 or 15d-16 of the

Securities Exchange Act of 1934

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For the month of November�2014

Commission File Number 1-13758

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PORTUGAL TELECOM, SGPS, S.A.

(Exact name of registrant as specified in its charter)

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Av. Fontes Pereira de Melo, 40
1069 - 300 Lisboa, Portugal

(Address of principal executive office)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form�20-F or Form�40-F.

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Form�20-F �x� ��������� Form�40-F� o

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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.

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Yes �o����������� No �x

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Announcement� |� Lisbon� |� 3 November�2014

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Material fact disclosed by Oi

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Portugal Telecom, SGPS S.A. hereby informs on the material fact disclosed by Oi, S.A., regarding the receipt of a proposal from Altice to purchase PT Portugal operating assets, according to the company�s announcement attached hereto.

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Portugal Telecom, SGPS, SA Avenida Fontes Pereira de Melo, 40 1069-300 Lisbon Portugal

Public company Share capital Euro 26,895,375 Registered in the Commercial Registry Office of Lisbon and Corporation no. 503 215 058

Portugal Telecom is listed on the Euronext and New York Stock Exchange. Information may be accessed on the Reuters under the symbols PTC.LS and PT and on Bloomberg under the symbol PTC PL.

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Nuno Vieira Investor Relations Director [email protected] Tel.: +351 21 500 1701 Fax: +351 21 500 0800

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www.telecom.pt

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Oi S.A.

Corporate Taxpayers� Registry (CNPJ/MF) No.�76.535.764/0001-43
Board of Trade (NIRE) No.�33.3.0029520-8
Publicly-Held Company

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MATERIAL FACT

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Receipt of Proposal to Acquire PT Portugal�s Business

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Oi S.A. (�Oi� or the �Company�, Bovespa: OIBR3, OIBR4; NYSE: OIBR and OIBR.C), in accordance with article 157, paragraph 4 of Law No.�6,404/76 and CVM Instruction No.�358/02, informs its shareholders and the market in general that, on November�2, 2014, it received a proposal from Altice S.A. for the purchase of certain assets of PT Portugal SGPS, S.A. (�PT Portugal�) related to its activities (�Target Assets�) based on an enterprise value of �7.025 billion, excluding cash and debt.

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The enterprise value considers an earn-out payment of �400 million related to future revenue generation as well as �400 million related to free operating cash flow.� The final price is subject to customary adjustments used in the purchase and sale of companies.

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The Target Assets do not include PT Portugal�s investments in Africatel GmbH�& Co. KG and Timor Telecom S.A., debt of PT Portugal or its investments in Rio Forte Investments S.A. (which are subject to an exchange agreement with Portugal Telecom SGPS, S.A., subject to the approval of the Brazilian Securities Commission (Comiss�o de Valores Mobili�rios-CVM)).

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The proposal has already been sent to the Company�s board of directors, which will analyze and decide over its terms.

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Oi will maintain its shareholders and the market informed over any material events related to the above proposal.

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Rio de Janeiro, November�3, 2014.

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Oi S.A.

Bayard De Paoli Gontijo

Chief Executive and Financial Officer and Investor Relations Officer

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SIGNATURE

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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.

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Date: November�3, 2014

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�	PORTUGAL TELECOM, SGPS, S.A.
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�	By:	/s/ Nuno Vieira	�
�	�	Nuno Vieira Investor Relations Director

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FORWARD-LOOKING STATEMENTS

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This document 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.

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