Unassociated Document
As filed with the Securities and Exchange Commission on June 22, 2007
333-139668
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________

PETRÓLEO BRASILEIRO S. A. - PETROBRAS
(Exact name of issuer of deposited securities as specified in its charter)

Brazilian Petroleum Corporation - PETROBRAS
(Translation of issuer's name into English)

The Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)

4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Petróleo Brasileiro S.A. - PETROBRAS (New York Office)
570 Lexington Avenue, 43rd Floor
New York, New York 10002
Tel. No.: (212) 829-1517
(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600

It is proposed that this filing become effective under Rule 466
o immediately upon filing         
x on July 2, 2007 at 8:30 a.m.

If a separate registration statement has been filed to register the deposited shares, check the following box. o 

CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
Amount
to be registered
Proposed maximum aggregate price per unit
Proposed maximum
aggregate offering price
Amount of
registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two preferred shares of Petróleo Brasileiro S.A. - PETROBRAS
N/A
N/A
N/A
N/A







PART I
INFORMATION REQUIRED IN PROSPECTUS
 
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amendment to Amended and Restated Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
 



CROSS REFERENCE SHEET
 
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
 

         
       
Location in Form of American Depositary
Item Number and Caption
 
Receipt Filed Herewith as Prospectus
         
(1)
Name and address of Depositary
 
Introductory paragraph
(2)
Title of American Depositary Receipts and identity of deposited securities
 
Face of American Depositary Receipt, top center
 
Terms of Deposit:
   
 
(i)
Amount of deposited securities represented by one unit of American Depositary Shares
 
Face of American Depositary Receipt, upper right corner
 
(ii)
Procedure for voting, if any, the deposited securities
 
Paragraph (12)
 
(iii)
Collection and distribution of dividends
 
Paragraphs (4), (5), (7) and (10)
 
(iv)
Transmission of notices, reports and proxy soliciting material
 
Paragraphs (3), (8) and (12)
 
(v)
Sale or exercise of rights
 
Paragraphs (4), (5) and (10)
 
(vi)
Deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Paragraphs (4), (5), (10) and (13)
 
(vii)
Amendment, extension or termination of the Deposit Agreement
 
Paragraphs (16) and (17)
 
(viii)
Rights of holders of receipts to inspect the transfer books of the Depositary and the list of Holders of receipts
 
Paragraph (3)
 
(ix)
Restrictions upon the right to deposit or withdraw the underlying securities
 
Paragraphs (1), (2), (4), and (5)
 
(x)
Limitation upon the liability of the Depositary
 
Paragraph (14)
(3)
Fees and Charges
 
Paragraph (7)


Item 2. AVAILABLE INFORMATION

       
Item Number and Caption
 
Location in Form of American Depositary Receipt Filed Herewith as Prospectus
       
(b)
Statement that Petróleo Brasileiro S.A. - PETROBRAS is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
Paragraph (7)



PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3. EXHIBITS
 
 
(a)(1)
Deposit Agreement. Form of Amended and Restated Deposit Agreement among Petróleo Brasileiro S.A. - PETROBRAS, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed.
 
 
(a)(2)
Amendment to Deposit Agreement.  Form of Amendment to Deposit Agreement among Petróleo Brasileiro S.A. - PETROBRAS, the Depositary, and all holders from time to time of ADRs issued thereunder including the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not applicable.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not applicable.
 
 
(d)
Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).
 
 
(f)
Power of Attorney. Included as part of the signature pages hereto.
 

 
Item 4. UNDERTAKINGS
 
 
(a)
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
 



SIGNATURE
 
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on June 20, 2007.
 
 
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
     
 
By:
JPMorgan Chase Bank, N.A., as Depositary
 
 
 
 
 
 
 
 
 
 
By:
/s/ Joseph M. Leinhauser .
 
Name: Joseph M. Leinhauser
 
Title: Vice President



SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Petróleo Brasileiro S.A. - PETROBRAS certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Brazil on June 20, 2007.
 
 
Petróleo Brasileiro S.A. - PETROBRAS 
     
     
     
 
By:
/s/Almir Guilherme Barbassa .
 
Name: Almir Guilherme Barbassa
 
Title: Chief Financial Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

        
Signature
 
Title
Date
       
       
 
 
President of the Board of Directors
, 2007
Dilma Vana Rousseff
     
       
/s/J. S. Gabrielli de Azevedo*.
  Chief Executive and Member of the  
J. S. Gabrielli de Azevedo
 
Board of Directors
June 20, 2007
       
       
/s/Silas Rondeau Cavalcanti Silva*
 
Member of the Board of Directors
 
Silas Rondeau Cavalcanti Silva
     
       
   
 
June 20, 2007
 
 
Member of the Board of Directors
 
Guido Mantega
 
 
, 2007
       
       
/s/Gleuber Vieira* .
 
Member of the Board of Directors
 
Gleuber Vieira
 
 
June 20, 2007
       
       
/s/Arthur Antonio Sendas* .
 
Member of the Board of Directors
 
Arthur Antonio Sendas
 
 
June 20, 2007
       
       
/s/Roger Agnelli* .
 
Member of the Board of Directors
 
Roger Agnelli
 
 
June 20, 2007
 
 

 
 
 
       
       
 
 
Member of the Board of Directors
 
Fabio Colletti Barbosa
 
 
June 20, 2007
       
       
/s/Jorge Gerdau Johannpeter* .
 
Member of the Board of Directors
 
Jorge Gerdau Johannpeter
 
 
June 20, 2007
       
       
/s/Almir Guilherme Barbassa.
 
Chief Financial Officer
 
Almir Guilherme Barbassa
 
 
June 20, 2007
       
       
 
 
Chief Accounting Officer
 
Marcos Antonio da Silva Menezes
 
 
, 2007
       
       
/s/Theodore Helms* .
  Authorized Representative in the  
Theodore Helms
 
United States
June 20, 2007



*By:_/s/Almir Guilherme Barbassa
Almir Guilherme Barbassa
Power-of-Attorney



INDEX TO EXHIBITS

Exhibit
Number
 
   
(a)(2)
Form of Amendment to Deposit Agreement.
   
(e)
Rule 466 certification