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As
filed with the Securities and Exchange Commission on June 22,
2007
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333-139668
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Scott
A. Ziegler, Esq.
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Ziegler,
Ziegler & Associates LLP
570
Lexington Avenue, 44th
Floor
New
York, New York 10022
(212)
319-7600
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CALCULATION
OF REGISTRATION FEE
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit
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Proposed
maximum
aggregate
offering price
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing two preferred shares of Petróleo Brasileiro
S.A. - PETROBRAS
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N/A
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N/A
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N/A
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N/A
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Location
in Form of American Depositary
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Item
Number and Caption
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Receipt
Filed Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory
paragraph
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(2)
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Title
of American Depositary Receipts and identity of deposited
securities
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Face
of American Depositary Receipt, top center
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Terms
of Deposit:
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(i)
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Amount
of deposited securities represented by one unit of American Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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(ii)
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Procedure
for voting, if any, the deposited securities
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Paragraph
(12)
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(iii)
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Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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(iv)
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Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (12)
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(v)
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Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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(vi)
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Deposit
or sale of securities resulting from dividends, splits or plans of
reorganization
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Paragraphs
(4), (5), (10) and (13)
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(vii)
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Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(16) and (17)
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(viii)
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Rights
of holders of receipts to inspect the transfer books of the Depositary
and
the list of Holders of receipts
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Paragraph
(3)
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(ix)
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Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), and (5)
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(x)
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Limitation
upon the liability of the Depositary
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Paragraph
(14)
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(3)
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Fees
and Charges
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Paragraph
(7)
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Item
Number and Caption
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Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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(b)
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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.
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Paragraph
(7)
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(a)(1)
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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.
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(a)(2)
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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).
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(b)
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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.
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(c)
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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.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Previously filed.
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit
(e).
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(f)
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Power
of Attorney.
Included as part of the signature pages
hereto.
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(a)
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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.
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(b)
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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.
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Legal
entity created by the form of Deposit Agreement for the issuance
of ADRs
evidencing American Depositary Shares
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By:
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JPMorgan
Chase Bank, N.A., as Depositary
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By:
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/s/
Joseph M. Leinhauser
.
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Name:
Joseph M. Leinhauser
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Title:
Vice President
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Petróleo
Brasileiro S.A. - PETROBRAS
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By:
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/s/Almir
Guilherme Barbassa .
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Name:
Almir Guilherme Barbassa
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Title:
Chief Financial Officer
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Signature
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Title
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Date
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President
of the Board of Directors
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,
2007
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Dilma
Vana Rousseff
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/s/J.
S. Gabrielli de Azevedo*.
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Chief Executive and Member of the | ||
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J.
S. Gabrielli de Azevedo
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Board
of Directors
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June
20, 2007
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/s/Silas
Rondeau Cavalcanti Silva*
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Member
of the Board of Directors
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Silas
Rondeau Cavalcanti Silva
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June
20, 2007
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Member
of the Board of Directors
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Guido
Mantega
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,
2007
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/s/Gleuber
Vieira*
.
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Member
of the Board of Directors
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Gleuber
Vieira
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June
20, 2007
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/s/Arthur
Antonio Sendas*
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Member
of the Board of Directors
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Arthur
Antonio Sendas
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June
20, 2007
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/s/Roger
Agnelli*
.
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Member
of the Board of Directors
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Roger
Agnelli
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June
20, 2007
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Member
of the Board of Directors
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Fabio
Colletti Barbosa
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June
20, 2007
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/s/Jorge
Gerdau Johannpeter*
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Member
of the Board of Directors
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Jorge
Gerdau Johannpeter
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June
20, 2007
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/s/Almir
Guilherme Barbassa.
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Chief
Financial Officer
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Almir
Guilherme Barbassa
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June
20, 2007
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Chief
Accounting Officer
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Marcos
Antonio da Silva Menezes
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,
2007
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/s/Theodore
Helms*
.
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Authorized Representative in the | ||
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Theodore
Helms
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United
States
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June
20, 2007
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Exhibit
Number
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(a)(2)
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Form
of Amendment to Deposit Agreement.
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(e)
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Rule
466 certification
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