<DOCUMENT>
<TYPE>F-6 POS
<SEQUENCE>1
<FILENAME>e19027f6.txt
<DESCRIPTION>FORM F-6 POS
<TEXT>
    As filed with the Securities and Exchange Commission on September 9, 2004
                                                       Registration No. 33-69192

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                      POST EFFECTIVE AMENDMENT NO. 1 TO THE

                                    FORM F-6
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

         For Depositary Shares Evidenced by American Depositary Receipts
                                       of
                     SUZANO BAHIA SUL PAPEL E CELULOSE S.A.
                  (F/K/A COMPANHIA SUZANO DE PAPEL E CELULOSE)
   (Exact name of issuer of deposited securities as specified in its charter)

                                       N/A
                   (Translation of issuer's name into English)

                          FEDERATIVE REPUBLIC OF BRAZIL
            (Jurisdiction of incorporation or organization of issuer)

                              THE BANK OF NEW YORK
             (Exact name of depositary as specified in its charter)
                      One Wall Street New York, N.Y. 10286
                                 (212) 495-1727
  (Address, including zip code, and telephone number, including area code, of
                   depositary's principal executive offices)

                                   ----------

                              The Bank of New York
                                  ADR Division
                           One Wall Street, 29th Floor
                            New York, New York 10286
                                 (212) 495-1784
               (Address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:
                              Peter B. Tisne, Esq.
                           Emmet, Marvin & Martin, LLP
                                  120 Broadway
                            New York, New York 10271
                                 (212) 238-3010

         It is proposed that this filing become effective under Rule 466
                          |_| immediately upon filing
                          |_| on ( Date ) at ( Time ).
 If a separate registration statement has been filed to register the deposited
                      shares, check the following box. |_|

                                   ----------

<PAGE>

      The  prospectus   consists  of  the  proposed  revised  form  of  American
Depositary  Receipt  included as Exhibit A to the form of Amended  and  Restated
Deposit Agreement filed as Exhibit 1 to this  Post-Effective  Amendment No. 1 to
the Registration Statement which is incorporated herein by reference.

<PAGE>

                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

Item - 1.          Description of Securities to be Registered

                              Cross Reference Sheet

<TABLE>
<CAPTION>
<S>    <C>                                                                      <C>
Item Number and Caption                                                         Location in Form of Receipt Filed
                                                                                Herewith as Prospectus

1. Name and address of depositary                                               Introductory Article

2. Title of American Depositary Receipts and identity                           Face of Receipt, top center
of deposited securities Face of Receipt, top center

      Terms of Deposit:

      (i) The amount of deposited securities  represented by                    Face of Receipt, upper right corner
      one unit of American Depositary Receipts

      (ii) The procedure  for voting,  if any, the deposited                    Articles number 15, 16 and 18
      securities

      (iii) The collection and distribution of dividends                        Articles number 4, 12, 13, 15 and 18

      (iv) The  transmission  of notices,  reports and proxy                    Articles number 11, 15, 16, 17 and 18
      soliciting material

      (v) The sale or exercise of rights                                        Articles number 13, 14, 15 and 18

      (vi) The deposit or sale of securities  resulting from                    Articles number 12, 13, 15, 17 and 18
      dividends, splits or plans of reorganization

      (vii)  Amendment,  extension  or  termination  of  the                    Articles number 20 and 21
      deposit agreement

      (viii)  Rights of holders of  Receipts  to inspect the                    Article number 11
      transfer  books  of the  depositary  and  the  list of
      holders of Receipts

      (ix)   Restrictions  upon  the  right  to  deposit  or                    Articles number 2, 3, 4, 6, 8 and 22
      withdraw the underlying securities

      (x) Limitation upon the liability of the depositary                       Articles  number 14, 18, 19 and 21
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>    <C>                                                                      <C>
3. Fees and Charges                                                             Articles number 7 and 8

Item - 2.                    Available Information

Public reports furnished by issuer                                              Article number 11
</TABLE>

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.                           Exhibits

      a.    Form of Amended and Restated Deposit  Agreement dated as of November
            1, 1993,  as amended and restated as of  ____________,  2004,  among
            Suzano  Bahia Sul  Papel e  Celulose  S.A.,  The Bank of New York as
            Depositary, and all Owners and holders from time to time of American
            Depositary  Receipts issued thereunder.  - Filed herewith as Exhibit
            1.

      b.    Any other  agreement to which the  Depositary is a party relating to
            the  issuance  of the  Depositary  Shares  registered  hereby or the
            custody of the deposited securities represented. - 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. - See (a) above.

      d.    Opinion of Emmet,  Marvin & Martin, LLP, counsel for the Depositary,
            as to legality of the  securities  to be  registered.  -  Previously
            Filed.

      e.    Certification under Rule 466. - Not Applicable.

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 ADRs,  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 ADR thirty  days before any change in
            the fee schedule.

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
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
No.  1 to  the  Registration  Statement  to be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the City of New York, State of New
York, September 9, 2004.

                                        Legal  entity  created by the  agreement
                                        for the issuance of American  Depositary
                                        Receipts for  preferred  stock,  without
                                        par value,  of Suzano  Bahia Sul Papel e
                                        Celulose S.A.

                                        By: The Bank of New York,
                                              As Depositary

                                            By: /s/ Hernan F. Rodriguez
                                                --------------------------------
                                                Name:  Hernan F. Rodriguez
                                                Title: Vice President

<PAGE>

      Pursuant to the  requirements of the Securities Act of 1933,  SUZANO BAHIA
SUL PAPEL E CELULOSE S.A. has caused this Post-Effective  Amendment No. 1 to the
Registration  Statement to be signed on its behalf by the undersigned  thereunto
duly  authorized,  in the City of Sao  Paulo,  State  of Sao  Paulo,  Brazil  on
September 9, 2004

                                          SUZANO BAHIA SUL PAPEL E CELULOSE S.A.

                                          By: /s/ Bernardo Szpigel
                                              ------------------------------
                                              Name:  Bernardo Szpigel
                                              Title: Chief Financial Officer

                                          By: /s/ Murilo Passos
                                              ------------------------------
                                              Name:  Murilo Passos
                                              Title: Chief Executive Officer

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on September 9, 2004.

/s/ David Feffer                        /s/ Ross Kaufman, Esq.
-------------------------------------   -------------------------------------
David Feffer                            Ross Kaufman, Esq.
Chairman of the Board                   Greenberg Traurig, LLP
Director                                (Authorized U.S. Representative)

/s/ Boris Tabacof                       /s/ Murilo Passos
-------------------------------------   -------------------------------------
Boris Tabacof                           Murilo Passos
Vice Chairman                           Chief Executive Officer
Director                                (Principal Executive Officer)

/s/ Daniel Feffer                       /s/ Bernardo Szpigel
-------------------------------------   -------------------------------------
Daniel Feffer                           Bernardo Szpigel
Vice Chairman                           Chief Financial Officer
Director                                (Principal Accounting and
Financial Officer)

-------------------------------------
Antonio Carlos de Vasconcelos Valenca
Director

/s/ Antonio de Souza Correa Meyer
-------------------------------------
Antonio de Souza Correa Meyer
Director

/s/ Augusto Esteves de Lima Junior
-------------------------------------
Augusto Esteves de Lima Junior
Director

<PAGE>

-------------------------------------
Claudio Thomaz Lobo Sonder
Director

/s/ Jorge Feffer
-------------------------------------
Jorge Feffer
Director

/s/ Oscar de Paula Bernardes Neto
-------------------------------------
Oscar de Paula Bernardes Neto
Director

<PAGE>

                                INDEX TO EXHIBITS

Exhibit
Letter            Exhibit
------            -------
   1              Form of Amended and  Restated  Deposit  Agreement  dated as of
                  November 1, 1993, as amended and restated as of  ____________,
                  2004,  among Suzano Bahia Sul Papel e Celulose  S.A., The Bank
                  of New York as  Depositary,  and all Owners and  holders  from
                  time  to  time  of   American   Depositary   Receipts   issued
                  thereunder.


</TEXT>
</DOCUMENT>
