Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

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Approval of Ipiranga Acquisition

(Rio de Janeiro, December 17, 2008). – PETRÓLEO BRASILEIRO S/A - PETROBRAS, [Bovespa: PETR3/PETR4, NYSE: PBR/PBRA, Latibex: XPBR/XPBRA, BCBA: APBR/APBRA], a Brazilian international energy company, announces that the Administrative Council for Economic Defense (CADE) approved Petrobras’ acquisition of Ipiranga Group assets. The acquisition involves the assets related to the following businesses: (i) fuel, lubricant and grease distribution and resale business in Northern, Northeastern and Midwestern Brazil, and (ii) asphalt production and distribution nationwide.

The Council acknowledged unanimously that competitiveness dynamics has been preserved in the markets involved in the operation. However, conservatively, it conditioned the approval to Petrobras’ signing a Term of Performance Commitment (TPC) with the CADE.

In the TPC, Petrobras committed to (1) transfer the ideal fraction acquired in the Brazilian Federal District’s distribution base; (b) assign to possible interested parties part of the capacity of the Campo Grande and Alto Taquari fuel distribution bases, in the States of Mato Grosso do Sul and Mato Grosso; (c) allow “Ipiranga” flag retail service stations in 21 selected municipalities to terminate their fuel supply agreements in advance; and (d) maintain non-discriminatory treatment in the provision of basic asphalt production inputs.

With the decision, the CADE completed the approval of the widest-ranging operation involved in the acquisition of all of Ipiranga Group’s business by Petrobras, Ultrapar Participações S.A. and Braskem S.A., carried out on March 18 2007.

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www.petrobras.com.br/ri/english
Contacts: PETRÓLEO BRASILEIRO S. A. – PETROBRAS
Investor Relations Department I E-mail: petroinvest@petrobras.com.br / acionistas@petrobras.com.br
Av. República do Chile, 65 – 22^nd floor - 20031-912 - Rio de Janeiro, RJ I Tel.: 55 (21) 3224-1510 / 9947

This document may contain forecasts that merely reflect the expectations of the Company’s management. Such terms as “anticipate”, “believe”, “expect”, “forecast”, “intend”, “plan”, “project”, “seek”, “should”, along with similar or analogous expressions, are used to identify such forecasts. These predictions evidently involve risks and uncertainties, whether foreseen or not by the Company. Therefore, the future results of operations may differ from current expectations, and readers must not base their expectations exclusively on the information presented herein.

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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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