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):

MINUTES OF THE 17^TH GENERAL SHAREHOLDERS’ MEETING AND

THE 42^ND SPECIAL SHAREHOLDERS’ MEETING

HELD ON APRIL 09, 2015

I. Date, Time and Place: April 09, 2015, at 11:00 a.m., at Telefônica Brasil S.A.’s (“Telefônica Brasil” or “Company”) headquarters, at Avenue Eng. Luiz Carlos Berrini, nº 1376, 20º floor, auditorium, in the capital of the state of São Paulo.

II. Call Notice: Notice published on the Diário Oficial do Estado de São Paulo, on the editions of March 10, 11 and 12, 2015, pages 40, 49 and 23, respectively, and on Valor Econômico newspaper, on the editions of March, 10, 11 and 12, 2015, pages B8, B8 and B13, respectively.

III. Agenda:

At the General Shareholders’ Meeting:

1.   To analyse the Management accounts, and to examine, discuss and vote on the Management Report, Financial Statements, accompanied by the Independent Auditors’ and Fiscal Council’s reports for the fiscal year ended December 31, 2014;

2.    To resolve on the allocation of net income for fiscal year ended December 31, 2014;

3.    To elect the members of the Fiscal Council for a new term of office.

At the Especial Shareholders’ Meeting:

1.         To determine the annual overall compensation of the administrators and members of the Fiscal Council.

IV. Attendance: Company shareholders representing more than 91% (ninety-one percent) of the common shares and more than 71% (seventy-one percent) of the preferred shares attended the meeting, as per the records and signatures in the Shareholders’ Attendance Book no. 002, pages 82 back to 89 back, achieving the legal quorum to install this Meeting and resolve on the matters on the Agenda. Also attended the meeting of the Company’s executive officer Mr. Breno Rodrigo Pacheco de Oliveira, General Secretary and Legal Officer; the members of the Fiscal Council, Messrs. Flávio Stamm, Charles Edwards Allen and Cremênio Medola Netto and the representative of the independent auditors, Grant Thornton Auditores Independentes, Mr. Clóvis Ailton Madeira. The Board of Directors’ member, Mr. Antonio Gonçalves de Oliveira was also present.

V. Presiding Board:         Breno Rodrigo Pacheco de Oliveira – Chairman

Carolina Simões Cardoso – Secretary

VI. Resolutions: The shareholders present resolved on the following:

1 - Item “1” of the Agenda of the General Shareholders’ Meeting: the Chairman announced that were available to the shareholders the documents related to the management’s accounts, including: the Management Report, Balance Sheet and the other complete and consolidated Financial Statements of the Company, accompanied by the Explanatory Notes, as well as the Report of the Independent Auditors Grant Thornton Auditores Independentes on the Financial Statements (opinion) and the Fiscal Council’s Report, issued with no restrictions, all related to the fiscal year ended December 31, 2014. It was then proposed and approved by those in attendance the waiver of the reading of said documents, as they were known by all present. In accordance with the legal provisions, the documents were published in full on the Valor Econômico and Diário Oficial do Estado de São Paulo newspapers, on February 25, 2015, and made available on the IPE System of the Brazilian Securities and Exchange Commission/Bovespa, on the internet, in accordance with the form and terms provided for in CVM Instruction 481/09.  Submitted to discussion and vote, the matter in “item 1” of the agenda of the General Shareholders’ Meeting was approved unanimously by those who exercised their right to vote, registered the abstentions received by the Presiding Board and the impediments by law. As a result, the attending members expressly approved, in full and with no restrictions, the Annual Management Report and the Management’s accounts, including the Balance Sheet and the complete Financial Statements with the Explanatory Notes of the Company – parent company and consolidated, all related to the fiscal year ended December 31, 2014, including the opinions related to the matter.

2 – Those present analysed the matter in item "2" of the agenda of the General Shareholders’ Meeting, which refers to the proposal for the allocation of net income for fiscal year 2014, with the following content:

“MANAGEMENT PROPOSAL FOR THE ALLOCATION

OF NET INCOME FOR FISCAL YEAR 2014”

Dear Shareholders,

In accordance with Article 192 of Law 6,404/76 and CVM Instruction 481, of December 17, 2009, Article 9, paragraph 1 - II, this Management proposes to the shareholders the allocation of net income for the fiscal year ended December 31, 2014 totaling R$4,936,658,858.75 (Four billion, nine hundred thirty-six million, six hundred fifty-eight thousand, eight hundred and fifty-eight reais and seventy-five cents) to be distributed as follows:

1.                   ALLOCATION OF NET INCOME FOR THE FISCAL YEAR

In accordance with Article 26, paragraph 1 (ii) of the Company’s Bylaws, 25% of the adjusted net income pursuant to items II and III of Article 202 of Law 6,404/76 will be distributed as minimum mandatory dividends to all shareholders. Paragraph 1 (iii) of the same Article envisages that the remaining balance, after all the provisions in previous items of this Article have been complied with, will be allocated as determined by the General Shareholders’ Meeting, based on a proposal by the Board of the Directors.

In accordance with Article 193 of Law 6,404/76, a total of five percent (5%) of net income was allocated to the Legal Reserve, totaling R$246,832,942.94 (Two hundred forty-six million, eight hundred thirty-two thousand, nine hundred and forty-two reais and ninety-four cents).

In accordance with Article 195-A of Law 6,404/76, it was allocated to the Tax Incentive Reserve the amount of R$150,000.00 (One hundred and fifty thousand reais), related to the ICMS tax benefit of Espírito Santo State, linked to the installation of a radio base station (RBS) to support the PMS. The incentive portion of net income was excluded from the calculation base for the minimum mandatory dividends, and can only be used in the event of a capital increase or absorption of losses.

As a result, the adjusted net income for fiscal year 2014 will be the basis for determining the minimum mandatory dividends, as shown in the table below:

Advantages of the preferred shares:

In accordance with Article 7 of the Company’s Bylaws, the holders of preferred shares are entitled to receive a dividend 10% (ten percent) higher than that attributable to the holders of common shares.

Allocations in fiscal year 2014

a.      Interest on equity:

According to Article 9 of Law 9,249/95, Resolution No. 683/12 of the Brazilian Securities Commission and article 28 of the Company’s Bylaws, the Management approved, ad referendum of the General Shareholders Meeting, interest on equity, which were attributable to the mandatory minimum dividend for the fiscal year 2014, on the following dates and conditions:

July 18, 2014 – approval of the amount of R$298,000,000.00 (two hundred and ninety-eight million reais), with income tax withholding at the rate of 15%, resulting in a net amount of R$253,300,000.00 (two hundred and fifty-three million, three hundred thousand reais), which were paid as of December 19, 2014 to holders of common and preferred shares that were registered in the Company's books at the end of July 31, 2014 including. After this date, the shares were considered "ex-Interest on Equity”.

August 18, 2014 – approval of the amount of R$299,385,000.00 (two hundred and ninety-nine million, three hundred and eighty-five thousand reais), with income tax withholding at the rate of 15%, resulting in a net amount of R$254,477,250.00 (two hundred and fifty-four million, four hundred and seventy-seven thousand, two hundred and fifty reais), which were paid as of December 19, 2014 to holders of common and preferred shares that were registered in the Company's books at the end of August 29, 2014 including. After this date, the shares were considered "ex-Interest on Equity”.

September 19, 2014 – approval of the amount of R$250,167,000.00 (two hundred and fifty million, one hundred and sixty-seven thousand reais), with income tax withholding at the rate of 15%, resulting in a net amount of R$212,641,950.00 (two hundred and twelve million, six hundred and forty-one thousand, nine hundred and fifty reais), which were paid as of December 19, 2014 to holders of common and preferred shares that were registered in the Company's books at the end of September 30, 2014 including. After this date, the shares were considered "ex-Interest on Equity”.

October 20, 2014 – approval of the amount of R$305,772,000.00 (three hundred and five million, seven hundred and seventy-two thousand reais), with income tax withholding at the rate of 15%, resulting in a net amount of R$259,906,200.00 (two hundred and fifty-nine million, nine hundred and six thousand, two hundred reais), which will be paid until the end of fiscal year 2015, in a date to be defined by the Company’s Board, to holders of common and preferred shares that were registered in the Company's books at the end of October 31, 2014 including. After this date, the shares were considered "ex-Interest on Equity”.

November 17, 2014 – approval of the amount of R$463,247,000.00 (four hundred and sixty-three million, two hundred and forty-seven thousand reais), with income tax withholding at the rate of 15%, resulting in a net amount of R$393,759,950.00 (three hundred and ninety-three million, seven hundred and fifty-nine thousand, nine hundred and fifty reais), which will be paid until the end of fiscal year 2015, in a date to be defined by the Company’s Board, to holders of common and preferred shares that were registered in the Company's books at the end of November 28, 2014 including. After this date, the shares were considered "ex-Interest on Equity”.

December 18, 2014 – approval of the amount of R$475,429,000.00 (four hundred and seventy-five million, four hundred and twenty-nine thousand reais), with income tax withholding at the rate of 15%, resulting in a net amount of R$404,114,650.00 (four hundred and four million, one hundred and fourteen thousand, six hundred and fifty reais), which will be paid until the end of fiscal year 2015, in a date to be defined by the Company’s Board, to holders of common and preferred shares that were registered in the Company's books at the end of December 30, 2014 including. After this date, the shares were considered "ex-Interest on Equity”.

The table below shows a summary of the distributions carried out in the fiscal year 2014:

¹ 10% higher than the amount paid to each common share, in accordance with Article 7 of the Company’s Bylaws.

Allocations in fiscal year 2015

1. Interim Dividends:

January 30, 2015 – The Board of Directors approved the payment of interim dividends amounting to R$2,750,000,000.00 (two billion and seven hundred and fifty million reais) based on the balance of net income calculated in the 4Q14 balance sheet, to be paid until the end of fiscal year 2015, on a date to be defined by the Company’s Executive Board and opportunely communicated to the market. The payment may be made in one or more installments, to the holders of common and preferred shares of record at the end of February 10, 2015, including. After this date, shares were considered ex-dividends.

The table below shows a summary of the distribution:

¹ 10% higher than the amount paid to each common share, in accordance with Article 7 of the Company’s Bylaws.

2.            PROPOSAL FOR RESOLUTION

The Management proposes, in accordance with paragraph 6 of Article 202 of Law 6,404/76 and Article 26, paragraph 1 (iii) of the Company’s Bylaws, the allocation of the remaining balance of net income related to the fiscal year ended December 31, 2014 not yet allocated, totaling R$18,591,869.08 (eighteen million, five hundred and ninety-one thousand, eight hundred and sixty-nine reais and eight cents) shall be allocated as dividends.

Management also proposes that the dividends and interest on equity forfeited in 2013, totaling R$116,825,419.87 (one hundred sixteen million, eight hundred twenty-five thousand, four hundred and nineteen reais and eighty-seven cents) and other comprehensive income totalling R$14,264,432.32 (fourteen million, two hundred sixty-four thousand, four hundred and thirty-two reais and thirty-two cents), amounting to R$131,089,852.19 (one hundred thirty-one million, eighty-nine thousand, eight hundred and fifty-two reais and nineteen cents) be allocated as dividends.

The dividends proposed above shall be paid to the holders of common and preferred shares of record at the end of day of the General Shareholders' Meeting that resolves on said dividends. After this date, shares will be considered ex-dividends.

Management proposal for the payment of dividends to be resoluted:

¹ 10% higher than the amount paid to each common share, in accordance with Article 7 of the Company’s Bylaws.

The Management proposes to the General Shareholders’ Meeting the payment of these dividends until the end of fiscal year 2015, on a date to be defined by the Company’s Executive Board and opportunely communicated to the market. The payment may be made in one or more installments.

This proposal for the allocation of the Company’s net income for the fiscal year, considering the amounts approved in fiscal year 2014, 2015 and the proposal for payment of dividends to be approved by the General Shareholders’ Meeting demonstrate that 100% of the adjusted net income for the fiscal year will be distributed to the shareholders as dividends.

It follows below the composition of the proceeds’ distribution relative to the Adjusted Net Income:

(*) The Other Comprehensive Income amount was reduced by the amount to be distributed as dividends, due to the recycling of actuarial gains and losses in other comprehensive income to retained earnings as permitted by paragraph 122 of CPC33 (R1).

The table below shows the overall amounts of dividends and interest on equity, declared and proposed, related to fiscal year 2014, 2015:

In accordance with Exhibit 9-1-II, item 7 of CVM Instruction 481, of December 17, 2009, the table below shows the comparison of net income and the distribution of dividends and interest on equity per share for the last fiscal years (in reais):

¹ 10% higher than the amount paid to each common share, in accordance with Article 7 of the Company’s Bylaws.

² Includes the dividend amount to be deliberated on the General Shareholders’ Meeting.

The shareholders, by unanimity of those who exercised their voting rights, registered the absences of those prevented by law, considering the opinion of the Company’s Fiscal Council, approved the Management Proposal for the Allocation of Net Income for Fiscal Year 2014, in full, including the dates for the payment of the dividends, which shall be established by the Executive Board as indicated in the Proposal and opportunely communicated to the market.

3 - With relation to the matter on item "3" of the agenda of the General Shareholders’ Meeting, which refers to the election of the members of the Fiscal Council for a new term of office beginning today and ending on the date of the 2015 general shareholders’ meeting, preliminarily, the Chairman pointed out and consigned that remains evident the not influence of the controlling shareholders over any of the preferred shareholders attending the separate vote.

After, the following resolutions were taken:

(i) election by majority of vote of the attending preferred shareholders, in a separate vote, registered the abstentions of the controlling shareholders SP Telecomunicações Participações Ltda., Telefônica Internacional S.A., Telefônica S.A. and Telefônica Chile S.A. and other abstentions registered by the Presiding Board, appointed by the preferred shareholders, Mses. Juliana Maia Vaz Santiago and Claudia Maia Vaz Santiago, was elected as Sitting member, Flavio Stamm, Brazilian, married, business administrator, with professional identification card CRA SP no. 45.324, bearer of the identification document (RG) no. 12.317.859 SSP/SP and inscribed in the roll of individual taxpayers (CPF/MF) under number 048.241.708-00, resident and domiciled at Rua Patápio Silva, 223 – apt. 32 – in the city and state of São Paulo; having as his Alternate Gilberto Lerio, Brazilian, divorced, accountant, with professional identification card CRC SP no. 1SP 111.445/O-9, bearer of the identification document (RG) no. 4.370.494-3 and inscribed in the roll of individual taxpayers (CPF/MF) under number 269.714.378-53, resident and domiciled at Av. Indianópolis, 860, in the city and state of São Paulo;

(ii) election by unanimous vote of the common shareholders, appointed by the controlling shareholders SP Telecomunicações Participações Ltda., Telefônica Internacional S.A., Telefônica S.A. and Telefônica Chile S.A., of the following Sitting members: (i) Cremênio Medola Netto, Brazilian, married, economist, bearer of the identification document (RG) no. 3.590.896-8 SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number 26.676.068-68, resident and domiciled in the city of Atibaia, state of São Paulo, with address at Rua Araras, 235, Jardim Flamboyant, in the city of Atibaia, state of São Paulo; (ii) Charles Edwards Allen, Brazilian, single, economist, bearer of the identification document (RG) no. 4.730.628 SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number 669.820.148-00, resident and domiciled in the capital of the state of São Paulo, with address at Rua João Álvares Soares, 1555, apto. 151, in the city and state of São Paulo; and as their Alternates, respectively, (i) Clovis Azeredo Travassos Filho, Brazilian, married, economist, bearer of the identification document (RG) no. 19.842.030-4 SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number 142.065.568-06, resident and domiciled in the capital of the state of São Paulo, with address at Avenida Marquês de São Vicente, 288, Barra Funda; (ii) Stael Prata Silva Filho, Brazilian, married, business administrator, bearer of the identification document (RG) no. 4.650.496 SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under number 374.378.958-20, resident and domiciled in the capital of the state of São Paulo, with address at Rua Jesuino Arruda, nº 499, apto. 91, Itaim Bibi, in the city and state of São Paulo;

The Fiscal Council will be, therefore, composed of three sitting members and three alternates, as elected above, having been informed that the elected members of the Fiscal Council were not incurred in legal impediments to the exercise of the duties of the Fiscal Council members and also were able to sign the clearance certificate referred to in § 4 of art. 147 of Law 6,404/76.

4 – Moving to item “1” of the agenda of the Special Shareholders’ Meeting, the majority of the shareholders who exercised their right to vote, established the overall annual compensation of the administrators and members of the Fiscal Council for fiscal year 2015 at R$26,188,641.40 (twenty-six million, hundred and eighty-eight thousand and six hundred and forty-one reais and forty cents), corresponding to a net amount, after discounting the contribution to social security, of R$22,428,817.00 (twenty-two million, four hundred and twenty-eight thousand, eight hundred and seventeen reais), given that the individualization for the members of management shall be made by the Board of Directors pursuant to the Company’s Bylaws and the compensation of the fiscal council members in office will be equivalent to 10% of the average compensation of an Executive Officer, excluding benefits, representation payments and eventual profit sharing payments (variable compensation).