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As
filed with the Securities and Exchange Commission on April 8,
2008
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Registration
Statement 333-
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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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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 (1)
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Proposed
maximum
aggregate
offering price (2)
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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 common shares of Petróleo Brasileiro
S.A. - PETROBRAS
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750,000,000
American
Depositary Shares
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$0.05
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$37,500,000
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$1473
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to be imposed in connection with the issuance
of
American Depositary Receipts evidencing American Depositary
Shares.
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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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(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 |
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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| (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.
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Paragraph
7
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| (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.
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| (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. Previously
filed.
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| (a)(3) |
Form
of American
Depositary Receipt.
Filed herewith as Exhibit (a)(3).
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| (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.
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| (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.
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| (d) |
Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
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| (e) |
Certification
under Rule 466.
Filed herewith as Exhibit (e).
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| (f) |
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/
Melinda L. VanLuit .
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Name:
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Melinda
L. VanLuit
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Title:
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Vice
President
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Petróleo
Brasileiro S.A. - PETROBRAS
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By:
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/s/
Daniel Lima De Oliveira .
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Name:
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Daniel
Lima De Oliveira
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Title:
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Executive
Manager, Financial Administration and
Compliance
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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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April
, 2008
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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 Board of Directors
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April
7, 2008
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J.
S. Gabrielli de Azevedo
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Member
of the Board of Directors
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April
, 2008
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Silas
Rondeau Cavalcanti Silva
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/s/
Guido Mantega .
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Member
of the Board of Directors
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April
7, 2008
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Guido
Mantega
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/s/
Francisco Roberto de Albuquerque
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Member
of the Board of Directors
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April
7, 2008
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Francisco
Roberto de Albuquerque
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/s/
Arthur Antonio Sendas .
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Member
of the Board of Directors
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April
7, 2008
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Arthur
Antonio Sendas
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/s/
Fabio Colletti Barbosa .
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Member
of the Board of Directors
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April
7, 2008
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Fabio
Colletti Barbosa
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/s/
Jorge Gerdau Johannpeter .
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Member
of the Board of Directors
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April
7, 2008
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Jorge
Gerdau Johannpeter
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/s/
Almir Guilherme Barbassa .
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Chief
Financial Officer
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April
7, 2008
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Almir
Guilherme Barbassa
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/s/
Marcos Antonio da Silva Menezes
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Chief
Accounting Officer
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April
7, 2008
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Marcos
Antonio da Silva Menezes
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/s/
Theodore Helms .
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Authorized
Representative in the United States
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April
7, 2008
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Theodore
Helms
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Exhibit
Number
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(a)(3)
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Form
of American Depositary Receipt
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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 to be registered.
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(e)
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Rule
466 Certification
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