As filed with the Securities and Exchange Commission on October 9, 2007

Registration No. 333-145056

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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LAFARGE S.A.

(Exact name of Registrant as specified in its charter)

 

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France		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

61, rue des Belles Feuilles

75116 Paris

France

+33 1 44 34 11 11

(Address of Registrant’s principal executive offices)

 

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Lafarge 2007 Employee Stock Purchase Plan

(Full title of the plan)

 

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		with copies to:
CT Corporation System		Michel Bisiaux
111 Eighth Avenue		General Counsel
New York, New York 10011		Lafarge, S.A.
212-894-8940		61, rue des Belles Feuilles
(Name, address and telephone number of agent for service)		75116 Paris, France
		+33 1 44 34 11 11

 

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DEREGISTRATION OF UNSOLD SECURITIES

On August 2, 2007, Lafarge S.A. (the “Registrant”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement 333-145056) (the “Form S-8”) registering 1,400,000 American Depositary Shares (each representing one fourth of an ordinary share, par value 4 euros per share), evidenced by American Depositary Receipts, to be issued to participants under the Lafarge 2007 Employee Stock Purchase Plan (the “Plan”).

On August 2, 2007, the Registrant announced its intention to delist its American Depositary Shares from the New York Stock Exchange (NYSE) and that this delisting would be followed by an application to deregister and terminate its reporting obligations under the Securities and Exchange Act of 1934.

As a result, the Registrant decided to terminate the registration of the American Depositary Shares under the Plan, effective as of the date hereof, thereby ceasing to offer and sell American Depositary Shares under the Plan pursuant to the Form S-8. As of the date hereof, all of the American Depositary Shares registered in connection with the Plan remain unsold.

Pursuant to the Registrant’s undertaking in Item 9 of Part II of this Registration Statement, this Post-Effective Amendment No. 1 to Registration Statement No. 333-145056 is being filed in order to deregister all American Depositary Shares registered under the Form S-8 remaining unsold under the Plan.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, France on October 9, 2007.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities indicated on October 9, 2007.

 

Name		Title
/s/ Bruno Lafont		Chairman and Chief Executive Officer
Bruno Lafont		(Principal Executive Officer and Director)
/s/ Bertrand Collomb		Honorary Chairman of the Board
Bertrand Collomb		(Director)
/s/ Jean-Jacques Gauthier		Executive Vice President, Finance
Jean-Jacques Gauthier
		Director
Michael Blakenham
/s/ Jean-Pierre Boisivon		Director
Jean-Pierre Boisivon
/s/ Michel Bon		Director
Michel Bon
/s/ Philippe Charrier		Director
Philippe Charrier
		Director
Philippe Dauman
		Director
Oscar Fanjul

 

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		Director
Juan Gallardo
/s/ Alain Joly		Director
Alain Joly
		Director
Bernard Kasriel
		Director
Pierre de Lafarge
/s/ Jacques Lefevre		Director
Jacques Lefevre
/s/ Michel Pébereau		Director
Michel Pébereau
/s/ Hélène Ploix		Director
Hélène Ploix
/s/ Marc Soulé		Chief Accounting Officer
Marc Soulé
/s/ Peter Keeley		Authorized Representative in the
Peter Keeley		United States

 

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