
As filed with  the Securities and Exchange Commission on October 17, 2007
                                                          Registration No. 333 -
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                        --------------------------------

                                    FORM F-6
                             REGISTRATION STATEMENT
                                      UNDER
     THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
                          AMERICAN DEPOSITARY RECEIPTS

                                 --------------

                          GIANT INTERACTIVE GROUP INC.
   (Exact name of issuer of deposited securities as specified in its charter)

                                 --------------

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

                                 --------------

                                 CAYMAN ISLANDS
            (Jurisdiction of incorporation or organization of issuer)

                        --------------------------------

                                 CITIBANK, N.A.
             (Exact name of depositary as specified in its charter)

                                 --------------

                              388 Greenwich Street
                            New York, New York 10013
                                 (212) 816-6763
   (Address, including zip code, and telephone number, including area code, of
                   depositary's principal executive offices)

                                 --------------

                              CT Corporation System
                         111 Eighth Avenue (13th floor)
                            New York, New York 10011
                                 (212) 894-8940
   (Address, including zip code, and telephone number, including area code, of
                               agent for service)

                        --------------------------------

                                   Copies to:

      Kurt J. Berney, Esq.                          Herman H. Raspe, Esq.
      O'Melveny & Myers LLP                   Patterson Belknap Webb & Tyler LLP
      Plaza 66, 37th Floor                       1133 Avenue of the Americas
     1266 Nanjing Road West                        New York, New York 10036
     Shanghai 200040, P.R.C.

                        --------------------------------

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 : |X|

                        --------------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                              Proposed Maximum      Proposed Maximum
       Title of Each Class of              Amount to be        Aggregate Price     Aggregate Offering        Amount of
     Securities to be Registered            Registered            Per Unit*             Price**           Registration Fee
--------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                      <C>              <C>                      <C>
American Depositary Shares, each
representing one (1) ordinary share
of Giant Interactive Group Inc.            200,000,000              $5.00            $10,000,000.00           $1,070.00
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

*     Each unit represents 100 American Depositary Shares.
**    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 Shares.

--------------------------------------------------------------------------------

      The Registrant hereby amends this Registration Statement on such date or
      dates as may be necessary to delay its effective date until the Registrant
      shall file a further amendment which specifically states that this
      Registration Statement shall thereafter become effective in accordance
      with Section 8(a) of the Securities Act of 1933, or until this
      Registration Statement shall become effective on such date as the
      Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

      This Registration Statement may be executed in any number of counterparts,
      each of which shall be deemed an original, and all of such counterparts
      together shall constitute one and the same instrument.


                                       ii
<PAGE>

                                     PART I

                       INFORMATION REQUIRED IN PROSPECTUS

                              Cross Reference Sheet

Item 1.    DESCRIPTION OF SECURITIES TO BE REGISTERED

<TABLE>
<CAPTION>
                                                                   Location in Form of American
                                                                   Depositary Receipt ("Receipt")
Item Number and Caption                                            Filed Herewith as Prospectus
-----------------------                                            ----------------------------
<S>                                                                <C>
1.   Name of Depositary and address of its principal executive     Face of Receipt - Introductory Article.
     office

2.   Title of Receipts and identity 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 American Depositary Share ("ADSs")

       (ii)   The procedure for voting, if any, the deposited      Reverse of Receipt - Paragraphs (16)
              securities                                           and (17).

       (iii)  The collection and distribution of dividends         Reverse of Receipt - Paragraph (14).

       (iv)   The transmission of notices, reports and proxy       Face of Receipt - Paragraph (13);
              soliciting material                                  Reverse of Receipt - Paragraph (16).

       (v)    The sale or exercise of rights                       Reverse of Receipt - Paragraphs (14)
                                                                   and (16).

       (vi)   The deposit or sale of securities resulting from     Face of Receipt - Paragraphs (3) and (6);
              dividends, splits or plans of reorganization         Reverse of Receipt - Paragraphs (14) and (18).

       (vii)  Amendment, extension or termination of the deposit   Reverse of Receipt - Paragraphs (22) and (23) (no
              agreement                                            provision for extensions).

       (viii) Rights of holders of Receipts to inspect the         Face of Receipt - Paragraph (13).
              transfer books of the Depositary and the list of
              holders of ADSs
</TABLE>


                                      I-1
<PAGE>

<TABLE>
<CAPTION>
                                                                   Location in Form of American
                                                                   Depositary Receipt ("Receipt")
Item Number and Caption                                            Filed Herewith as Prospectus
-----------------------                                            ----------------------------
<S>                                                                <C>
       (ix)   Restrictions upon the right to deposit or withdraw   Face of Receipt - Paragraphs (2), (3), (4), (6),
              the underlying securities                            (7), (9) and (10).

       (x)    Limitation upon the liability of the Depositary      Face of Receipt - Paragraph (7);
                                                                   Reverse of Receipt - Paragraphs (19) and (20).

       (xi)   Fees and charges which may be imposed directly  or   Face of Receipt - Paragraph (10).
              indirectly on holders of ADSs

Item 2.    AVAILABLE INFORMATION                                   Face of Receipt - Paragraph (13).
</TABLE>

      The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and, accordingly, files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be retrieved from the Commission's website
(www.sec.gov), and can be inspected by holders of ADSs and copied at public
reference facilities maintained by the Commission located at 100 F Street, N.E.,
Washington D.C. 20549, and at the principal executive office of the depositary.


                                      I-2
<PAGE>

                                   PROSPECTUS

      The Prospectus consists of the proposed form of American Depositary
      Receipt included as Exhibit A to the Form of Deposit Agreement filed as
      Exhibit (a) to this Registration Statement on Form F-6 and is incorporated
      herein by reference.


                                      I-3
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3.     EXHIBITS

(a)         Form of Deposit Agreement, by and among Giant Interactive Group Inc.
            (the "Company"), Citibank, N.A., as depositary (the "Depositary"),
            and all Holders and Beneficial Owners of American Depositary Shares
            issued thereunder ("Deposit Agreement"). -- Filed herewith as
            Exhibit (a).

(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. --
            None.

(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. -- None.

(d)         Opinion of counsel for the Depositary as to the legality of the
            securities to be registered. -- Filed herewith as Exhibit (d).

(e)         Certificate under Rule 466. -- None.

(f)         Powers of Attorney for certain officers and directors and the
            authorized representative of the Company. -- Set forth on the
            signature pages hereto.


                                      II-1
<PAGE>

Item 4.     UNDERTAKINGS

(a)         The Depositary undertakes to make available at the principal office
            of the Depositary in the United States, for inspection by holders of
            ADSs, 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 amount of fees charged is 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 ADS thirty (30) days before any change
            in the fee schedule.


                                      II-2
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
Citibank, N.A., acting solely on behalf of the legal entity created by the
Deposit Agreement, by and among Giant Interactive Group Inc., Citibank, N.A., as
depositary, and all Holders and Beneficial Owners of American Depositary Shares
to be issued thereunder, 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 Registration Statement on Form F-6 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on the 17th day of October, 2007.

                                    Legal entity created by the Deposit
                                    Agreement under which the American
                                    Depositary Shares registered hereunder are
                                    to be issued, each American Depositary Share
                                    representing one (1) ordinary share, par
                                    value US$0.0000002 per ordinary share, of
                                    Giant Interactive Group Inc.

                                    CITIBANK, N.A., solely in its capacity as
                                    Depositary


                                    By: /s/ Susan A. Lucanto
                                        ----------------------------------------
                                        Name: Susan A. Lucanto
                                        Title: Vice President


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
Giant Interactive Group Inc. 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 Registration Statement on Form F-6 to be signed on its behalf by the
undersigned thereunto duly authorized in Shanghai, People's Republic of China,
on October 17, 2007.

                                    GIANT INTERACTIVE GROUP INC.


                                    By: /s/ Yuzhu Shi
                                        ----------------------------------------
                                        Name:  Yuzhu Shi
                                        Title: Chairman of the Board,
                                               Chief Executive Officer


                                      II-4
<PAGE>

      KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Yuzhu Shi and Eric He to act as
his/her true and lawful attorney-in-fact and agent, with full power of
substitution, for him/her and in his/her name, place and stead, in any and all
such capacities, to sign any and all amendments, including post-effective
amendments, and supplements to this Registration Statement, and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the United States Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as s/he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his/her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form F-6 has been signed by the following persons
in the following capacities on October 17, 2007.

            Signature                                Title
            ---------                                -----


/s/ Yuzhu Shi                           Chairman of the Board,
-----------------------------           Chief Executive Officer
Yuzhu Shi


/s/ Wei Liu                             Director, President
-----------------------------
Wei Liu


/s/ Lu Zhang                            Director, Chief Operating Officer
-----------------------------
Lu Zhang


/s/ Andrew Y. Yan                       Director
-----------------------------
Andrew Y. Yan


/s/ Eric He                             Chief Financial Officer
-----------------------------
Eric He


                                      II-5
<PAGE>

           SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

      Pursuant to the Securities Act of 1933, the undersigned, the duly
authorized representative in the United States of Giant Interactive Group Inc.,
has signed this registration statement or amendment thereto in Newark, Delaware,
on October 17, 2007.

                                         PUGLISI & ASSOCIATES


                                         By: /s/ Donald J. Puglisi
                                             ---------------------
                                         Name:  Donald J. Puglisi
                                         Title: Managing Director


                                      II-6
<PAGE>

                                Index to Exhibits

                                                                   Sequentially
Exhibit             Document                                       Numbered Page
-------             --------                                       -------------
(a)                 Form of Deposit Agreement
(d)                 Opinion of counsel to the Depositary
