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April 11, 2005


Ultrapar Participacoes S.A.
Paulo G. Aguiar Cunha
Chief Executive Officer
Avenida Brigadeiro Luis Antonio
1343, 9 Andar
Sao Paulo, SP, Brazil 01317-910

	Re:	Ultrapar Participacoes S.A.
		Amended Form F-1 filed April 6, 2005
		File No. 333-122496


Dear Mr. Cunha:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Tabular Disclosure of Contractual Obligations, page 49
1. We reviewed your response to prior comment 6.  We note that
your
total financing liabilities of R$639.7 do not agree to the R$357
disclosed as long-term financing in your tabular disclosure.
Please
provide us a reconciliation for this difference and indicate any
amounts of your total financing liabilities that appear elsewhere
in
the tabular disclosure.

V-Additional Disclosure Required by U.S. GAAP, page F-44
2. We reviewed your response to prior comment 10.   Since your
restricted shares cliff vest at the end of a 10-year term and the
shares are returnable unless the holder continues as your employee
during this timeframe, those shares are contingently returnable.
In
accordance with paragraph 10 of SFAS 128, those restricted shares
are
to be excluded for purposes of computing basic EPS and included
for
purposes of computing diluted EPS. Please revise your computation
of
basic EPS under US GAAP to conform to SFAS 128 or tell us why you
believe that US GAAP allows for the current treatment and
reference
the appropriate accounting literature to support your position.

Exhibits
3. We note that you have not filed all material exhibits.  For
instance, we specifically note the legal opinion and underwriting
agreement.  These exhibits should be filed with enough time for us
to
review them before requesting effectiveness on the registration
statement.  We may have further comments after our review.


****
	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
letter with your amendment that keys your responses to our
comments
and provides any requested supplemental information.  Detailed
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact John Cannarella at (202) 942-5384 or Michael
Moran, Accounting Branch Chief, at (202) 942-2823 if you have
questions regarding comments on the financial statements and
related
matters.  Please direct any other questions to Howard M. Baik at
(202) 942-1963 or to Ellie Quarles, Special Counsel at (202) 942-
1859.

      Sincerely,


						H. Christopher Owings
						Assistant Director

cc (via fax): 	Andres V. Gil, Esq.
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Paulo G. Aguiar Cunha
Ultrapar Participacoes S.A.
April 11, 2005
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