March 10, 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.
		Form F-1 filed February 2, 2005
		Form F-1/A filed February 24, 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.

Form F-1/A

General
1. We may have additional comments after you file all required
exhibits and disclose all information other than that omitted in
reliance on Rule 430A.

Cover Page
2. We remind you that the prospectus cover page should contain
only
the information required by Item 501 of Regulation S-K.  Please
revise the cover page to limit the amount of information.  In this
regard, you should refer briefly to the concurrent offering.
3. Please delete your reference to Sole Global Coordinator and
Joint
Bookrunner.

Table of Contents, page i
4. Please move the four paragraphs beneath the table of contents
or
incorporate those sections, to the extent material, in the
summary.
Also, please move the "Forward looking statements" and
"Presentation
of information" sections to a more appropriate part of the
prospectus.  The prospectus forepart should consist of only the
cover
page, summary and risk factors section.

Prospectus Summary, page 1
5. Revise the first paragraph to clarify this summary provides
highlights the "material" information regarding the offering.
6. The summary is intended to provide a brief overview of the key
aspects of the offering.  Please revise to eliminate the "Our
Strengths and "Our Strategy" sections since that information is
more
appropriately discussed in the complete business section.  The
summary is only intended to provide a brief snapshot of the
offering.
See Instruction to Item 503(a) of Regulation S-K.
7. Please avoid reliance on defined terms like those in the
introductory paragraph to your summary.  The meanings of the terms
you use should be clear from context.  If they are, you do not
need
the definitions.  If they are not, you should revise to use terms
that are clear.  Please see Updated Staff Legal Bulletin No. 7
(June
7, 1999) sample comments 3 and 5.

8. Revise your document to reference the consolidated EBITDA
figure
to the footnote (3) on page 10.

9. Revise your document to include a cross reference from the
EBITDA
by segment figures to the note in the financial statements where
they
are disclosed.

The Offering, page 6
10. Briefly describe the limited voting rights of the holders of
preferred shares and ADSs.

Summary Financial Information, page 9

11. We note your statement that EBITDA is widely used to
approximate
operating income. Please remove this statement. We note that there
are frequently significant differences between operating income
and
EBITDA.

12. It appears that the non-GAAP measure that you are presenting
should be more appropriately titled "adjusted EBITDA" as the
measure
that you present excludes exchange gains and losses and certain
other
miscellaneous items.

13. Please provide us with a table that reconciles net income to
EBITDA, identifying each individual expense item that you are
excluding from net income to arrive at the adjusted EBITDA figure
that you present. As you are presenting adjusted EBITDA as a
performance measure, tell us in each instance why you believe that
each adjustment is appropriate.

14. You state that your non-GAAP measure is expressly permitted by
your local standard setter. Please show us the guidance where the
local standard setter permits the use of your non-GAAP measure in
your home country jurisdiction. If the measure you use is not
exactly
the same as that permitted by the local standard setter, please
revise your document to remove the statement.

15. Revise footnote (3) on page 10 to provide the following
additional disclosures:

* the manner in which management uses the non-GAAP measure to
conduct
or evaluate its business. We note your disclosures concerning your
ability to raise cash, however, this implies that the measure is a
liquidity measure. Disclose in more detail how this measure is
related to operating performance;

* the economic substance behind management`s decision to use this
type of measure;

* the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure. These limitations would be
expected to include:

-your business is fixed asset intensive and the measure removes
the
expense associated with utilization of fixed assets in your
business;
-you have significant amounts of debt and interest is a required
cost
of doing business under your current capital structure;
-taxes are a required cost of doing business;

* the manner in which management compensates for these limitations
when using the non-GAAP financial measure; and

* the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors.

Risk Factors, page 12
16. We note your representation in the second paragraph that you
believe the information in your prospectus is reliable, but you
cannot guarantee that it is accurate.  Please note that you are
responsible for the entire content of the registration statement
and
cannot include language that can be interpreted as a disclaimer of
the information contained in the filing.  Please revise.
17. Please note that risk factors should be set forth under
headings
that adequately describe the risk.  Refer to Item 503 of
Regulation
S-K.  Some of your risk factor headings simply state a fact and
require investors to infer why that fact poses a risk.  For
instance
we note "Petrobas is the only supplier of LPG in Brazil" on page
12
and "LPG competes with alternative sources of energy" on page 13.
Revise each caption so it clearly identifies a risk that is
particular to your company, industry or offering.  The text
following
each caption should then demonstrate concretely how the risk would
materially affect you, quantifying past effects wherever possible.
See Updated Staff Legal Bulletin No. 7 sample comments 32, 33, 34,
36
and 37.
18. Please revise your risk factors to eliminate language such as
"we
cannot assure you" and "we cannot guarantee."  For instance, we
note
the risk factor "LPG distributions in Brazil, including Ultragaz,
do
not have formal contracts . . ." on page 12 and "The acquisition
of
Shell Gas is subject to Brazilian regulations . . ." on page 13.
The
real risk is the circumstances you describe, not your inability to
give assurances.
19. Many of your risk factors discuss generic points that could
apply
to any business similar to yours without addressing specifically
what
the risks are to your business and investors.  Revise throughout
this
section to clarify what the risks are to your business and
investors.
You should revise many of your risk factors to provide enough
information so investors can understand the magnitude of the risk.
We note the following as a few examples:

* Government deregulation of LPG prices has caused refinery prices
to
fluctuate . . ., page 12

Please describe how the price fluctuations caused by changes in
regulation have specifically affected your `financial performance.





* Petrobas is the only supplier of LPG in Brazil, page 12

Please quantify your reliance on the supply of LPG from Petrobras.
Please disclose the total amount of revenues as a percentage that
is
derived from LPG sales.  Please discuss what you would do if
Petrobras could no longer supply you with LPG.

* Intense competition in the LPG distribution market may affect .
.
., page 13

Please expand this risk factor to discuss in greater detail how
intense competition will specifically affect you and your
operating
margins.  Also, specify that you are a competitor with your major
supplier of LPG in the distribution of the same product.  We note
your disclosure in the third full paragraph on page 55.

* The reduction in import tariffs on petrochemical products can .
.
., page 14

Please specify the portion of your final prices that are generally
attributable to transportation and tariff rates.  For instance,
specify the current transportation and tariff rates.

* We may be adversely affected by the imposition and enforcement .
.
., page 14

Please briefly describe the environmental laws and regulation that
currently impact your company.  Specify how changes in these laws
and
regulations could adversely affect you.

* The suspension, cancellation or non-renewal of certain federal .
.
., page 15

      Please quantify the federal tax benefits to which you are
currently entitled.

LPG distributions in Brazil, including Ultragaz, do not have
formal
contracts . . ., page 12
20. Please reference where more detailed information can be found
in
the prospectus describing the procedures for ordering and
purchasing
LPG from Petrobras.  Also, if possible, please quantify the effect
of
the interruption in your supply of LPG in 1995 due to the 15-day
strike.

The acquisition of Shell Gas is subject to Brazilian regulations
and
. . ., page 13
21. Please describe the potential effects on you if you are unable
to
get approval of the Brazilian antitrust authorities for the
acquisition.


Ethylene, the principal raw material used in our petrochemical
operations . . ., page 13
22. Please specify whether you have any long-term contracts with
your
suppliers of Ethylene.  Also, please quantify your reliance on
revenue from the sale of your chemical and petrochemical products
that require Ethylene.

Use of Proceeds, page 21
23. We note that you intend to use any proceeds raised by the
underwriters` exercise of the over-allotment option for general
corporate purposes.  Please specify, to the extent practicable,
the
specific uses that you anticipate.  For example, we note that the
new
debt offering will be used to retire indebtedness.  Would any
amounts
received from the potential exercise of the over-allotment option
be
used to retire indebtedness?

Market Information, page 22
24. In addition to the information in the table on page 22 listing
the highest and lowest closing prices for your ADSs and preferred
shares over the past several months, quarters, and years, please
also
provide the average daily trading volume for your ADSs and
preferred
stock on their respective stock exchanges for each of the periods
listed.
25. Item 5 of Form 20-F requests that, if practicable, you should
indicate what portion of your outstanding securities is held in
the
United States and the number of record holders thereof in the
United
States.  Please provide that information in the "Market
Information"
section of your filing.
26. The five year summary of dividends per share set forth on page
93
should be stated in both the currency in which your financial
statements are denominated and United States currency based on the
exchange rates at each respective payment date.  Please provide
that
information here.
27. Please update your disclosure to provide a recent exchange
rate
between Brazilian reais and U.S. dollars.

Selected Consolidated Financial Information, page 28.

28. Revise your disclosures to present the number of shares
associated with your capital stock in accordance with local GAAP.
Please refer to Item 3(A)(2) and Instruction 2 of Instructions to
Item 3.A of Form 20-F.


29. We note that you have provided your amounts of net income and
earnings per share in accordance with U.S. GAAP.  Please disclose
all
items that you have reconciled to U.S. GAAP in the notes to your
financial statements such as stockholders equity.  Please refer to
Item 3(A)(2) and Instruction 2 of Instructions to Item 3.A of Form
20-F.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 31
30. We note on page 32 under the "Inflation and Currency
Fluctuations" section that inflation was 10%, 10.4%, and 25.3% in
2000, 2001, and 2002, respectively.  Please discuss any material
impact that inflation has had on your net sales and revenues and
on
income from continuing operations.  See Item 5.A.2 of Form   20-F.

Results of Operations, page 35

31. You discuss the business reasons for changes in the various
line
items of your statements of operations.  However, in circumstances
where there is more than one business reason for the change, you
should quantify the incremental impact of each individual business
reason discussed on the overall change in the line item.  For
example, you indicate that Ultracargo`s cost of sales and services
increased 10% to R$125.0 million in the year ended December 31,
2004
from R$ 113.9 million in 2003.  This increase is a reflection of
(i)
increases in personnel costs due to annual collective wage
agreements
and expansion in the size of the workforce to meet the demands of
new
client and new operations, (ii) higher fuel prices, and (iii)
increased nitrogen costs, used for cleaning storage tanks.  While
this information is helpful, you do not quantify the extent to
which
gross margin was affected by each of these reasons. Whenever
possible, please quantify all line item changes with more than one
business reason.  Please refer to SEC Release No. 33-8350.

Liquidity and Capital Resources, page 41
32. You have indicated that your sources of liquidity are
sufficient
to satisfy current funding requirements.  Please also discuss your
liquidity on a long-term basis.  See Item 5.B.1 of Form 20-F.  We
note that you intend to conduct a bond offering in the amount of
R$300 million.  In this section, you should discuss the reasons
and
timing for this proposed offering.





Tabular disclosures of contractual obligations, page 45

33. Please revise your table of contractual liabilities to include
the following:

* Estimated interest payments on your debt;
* Estimated payments under interest rate swap agreements; and
* Planned funding of pension and other postretirement benefit
obligations.

To the extent that the interest rates are variable and unknown,
provide a reasonable estimate of those payments and disclose your
assumptions in the notes to the table.  One possible methodology
is
to apply the current applicable interest rate to determine the
amount
of future payments.  Expected cash receipts under interest rate
swaps
should not be included.  Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be
included in the table.  If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded items
and provide any additional information that is material to an
understanding of your cash requirements.

34. Please tell us why the amounts of your long-term debt
obligations
reflected on your table of contractual obligations do not agree
with
the amounts of long-term debt on your balance sheet as of December
31, 2004 and provide us a reconciliation for such amounts.

Business, page 49
35. Please provide support for your statements of leadership
throughout this section.  Also, provide support for the industry
statistics you cite, such as the figures listed in the graph on
page
62.  We note a some examples:

* "We are one of Brazil`s leading corporate groups," page 49;

* "In the chemicals business . . . Oxiteno, is the sole producer
of
ethylene oxide . . .," page 49;

* "We are the leader in LPG distribution in Brazil through
Ultragaz .
. .," page 50;

* "At present, Ultragaz is the leading company by sales volume in
the
Brazilian LPG market," page 57;

* "Ultragaz was the first Brazilian company to accept
responsibility
for the safety of its cylinders . . .," page 63;

* "Oxiteno is the only Brazilian producer of ethylene oxide . .
.,"
page 65; and

* "It [Ultracargo] was the first company to install autotrack in
trucks in . . .," page 73.

Oxiteno, page 65
36. The chart you provide on page 66 is illegible.  Please provide
us
a with a legible version of this chart.

Export Sales, page 68
37. Please specify the countries in the Far East and those in the
category described as other in your financial statements to which
you
make export sales.

Customers, page 69
38. Please identify the major European trading company for glycol
which accounted for approximately 23% of international revenues in
2004.

Competition, page 69
39. Please identify the factors for which Oxiteno believes it has
a
competitive advantage.

Raw Materials, page 70
40. Discuss fully the terms of the Braskem agreement, including
the
minimum purchase commitment.

Property, Plants and Equipment, page 75
41. We note the charts specifying the total capacity of your
various
facilities.  In order for investors to better understand the
extent
to which your facilities are being utilized, please indicate the
current production rates.

Legal Proceedings, page 80
42. Please provide additional information regarding the legal
proceedings, including the name of the court or agency in which
the
proceedings are pending.  We note the civil claims and tax matter
discussed here.


Compensation, page 85
43. We note that you have disclosed compensation on an aggregate
basis.  Please confirm, if true, that the disclosure is not
required
to be disclosed on an individual basis in your home country and is
not otherwise publicly disclosed.  See Item 6.B of Form 20-F.

Principal and Selling Shareholders, page 89
44. We note the "others" line in the table.  The shares listed
here
do not seem to reflect accurately the shares listed under the
individual members of the board and executive officers.  Please
clarify whether there are additional shares included in the
"others"
line besides those shares held by members of your board of
directors
and executive officers.
45. Please specify the individuals who have voting or investment
power over the shares listed in the table on page 89 for Ultra
S.A.
Participacoes and Monteiro Aranha S.A. and in the table on page 90
for the Christy Participacoes Ltda.  With respect to the Ultra
S.A.
Participacoes shares, we note the table on page 90.  Refer to Item
7.A.3 of Form 20-F.

Selling Shareholders, page 91
46. Please tell us whether any selling stockholder a broker-dealer
or
an affiliate of a broker-dealer.  We may have further comments.

Distribution Policy and Dividends, page 92
47. Please describe fully the legal requirements of each type of
reserve and the percentage of net income allocable to each type of
reserve as required by law or your organizational documents.

Description of Capital Stock, page 95
48. Please revise the introductory paragraph of this section to
clarify, if true, that the disclosure includes the material
provisions concerning your preferred and common shares.

Taxation, page 114
49. We note that you intend to file opinions of counsel regarding
the
tax treatment of the preferred shares or ADSs.  Please identify
counsel in this disclosure.  If counsel intends to provide a
short-
form tax opinion that confirms that the disclosure in the
registration statement is counsel`s opinion, you should revise the
disclosure in the registration statement to make clear that it is
counsel`s opinion as opposed to a description or summary.

Underwriting, page 121
50. Please identify any member of the underwriting syndicate or
selling shareholders that will engage in any electronic offer,
sale
or distribution of the shares and describe their procedures to us,
or
confirm that the procedures to be used have been reviewed without
objection by the Office of Chief Counsel in the Division of
Corporation Finance.  We note the last sentence of your disclosure
in
the "Conditions To The Offering" section on page 123.  If you
become
aware of any additional members of the underwriting syndicate that
may engage in electronic offers, sales or distributions after you
respond to this comment, promptly supplement your response to
identify those members and provide us with a description of their
procedures.  Briefly describe any electronic distribution in the
filing.
51. Discuss whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the Internet.  If so, identify the party and the website, describe
the material terms of your agreement and provide us with a copy of
any written agreement.  In addition, provide us with copies of all
information concerning your company or prospectus that has
appeared
on their website.   Again, if you subsequently enter into any such
arrangements, promptly supplement your response.  We may have
further
comments.
52. Please explain whether you plan to have a directed share
program
for employees and others.  Refer to Item 9.B. of Form 20-F.  If
so,
please supplementally tell us the mechanics of how and when these
shares will be offered and sold to persons in the directed share
program.  For example, please explain for us how you will
determine
the prospective recipients of reserved shares.  Tell us when and
how
they will indicate their interest in purchasing shares. Also,
please
tell us how and when the issuer and underwriters will contact the
direct share investors, including the types of communications
used.
Will any electronic communications or procedures be used by the
underwriter or company, such as e-mail?  When will the shares and
money be exchanged?  When do purchasers become committed to
purchase
their shares?  How and when will the number of shares offered be
determined?  Will the procedures for the directed share program
differ from the procedures for the general offering to the public?

No Sales of Similar Securities, page 124
53. Disclose the factors UBS Securities LLC will consider before
consenting to a transaction prohibited by the lock-up agreement.
Also, specify the "limited exceptions."

Validity of Securities, page 126
54. Clarify the "certain matters" of U.S., New York and Brazilian
law
that will be passed upon by counsel.

Statements of Changes in Shareholders Equity, page F-6

55. Please include disclosure that reconciles the changes in the
number of shares of common stock issued between years in the note
that reconciles local GAAP to US. GAAP.  Please similarly include
a
column for the changes in the number of shares held in treasury
between years.  See paragraph 10 of APB 12 and Rules 3-04 and 5-02
of
Regulation S-X.

Note 4. Cash and Cash Equivalents, page F-12

56. We note that a significant amount of your cash and cash
equivalents is comprised of investments in securities. Tell us why
you have not provided the disclosures required by SFAS 115 in your
note that reconciles local and U.S. GAAP.

Note 19. Contingencies and Commitments, page F-23

57. With regard to the lawsuits related to the 1996 explosion in
Osasco, please clarify what is the meaning of the statement "As of
December 31, 2004, the amount not covered by such insurance
corresponds to R$36.7."  It appears that you are asserting that
the
likelihood of material additional liability from this incident is
remote. If true, please confirm. Also, tell us whether you have
accrued or paid any amounts related to this matter.

58. Regarding the PIS/COFINS mater, your disclosures are not
clear.
Please tell us and revise your disclosures to address the
following:

* What is Law No. 9,718/98 and why is it important to this matter,

* What is the ongoing questioning (i.e. who is doing the
questioning
and what is the impact on you of this questioning),


* It appears that you have unpaid amounts accrued in your accounts
related to the matter. Tell us whether there are additional
amounts
for which you may be liable. Tell us whether and when you plan to
pay
the unpaid amounts.

59. It is not clear what you are trying to say in the following
disclosure, "The main tax discussions of the Company and its
subsidiaries refer to taxation of PIS and COFINS and the taxation
of
income earned abroad." Please tell us more details about these
discussions and who is having the discussions.

60. We note that Oxiteno S.A. has recorded a R$7.3 million accrual
related to a value added tax. Tell us whether there is additional
possible loss and whether a range of additional loss can be
estimated.

61. We note your disclosure that "Legal counsel classified the
risks
of these proceedings as possible or remote and, therefore, no
reserves for potential losses on these proceeding have been
recorded." Given that the term "possible or remote" could be used
to
describe all your proceedings, tell us why no reserves have been
recorded.

Note 25. Summary and Reconciliation of the Differences Between
Accounting Practices Adopted in Brazil and Accounting Principles
Generally Accepted in the United States of America (U.S. GAAP)

General

62. Please disclose your aggregate transaction gain or loss
recorded
in your Consolidated Statements of Income for the three years
ended
December 31, 2004.  Please refer to paragraphs 30 of SFAS 52.

i) Accounting for derivative financial instruments, page F-36

63. Please expand your disclosures to provide more detailed
information as to the sources of the reconciling item. We note
that
the adjustments are relatively large in 2002 and 2003 and it is
not
clear from your disclosures elsewhere in the filing what
derivative
instruments were outstanding at each period end that resulted in
the
adjustment.







n) Operating income, page F-38

64. Please expand the disclosures in this note to list out the
material individual items that comprise the differences.
Supplementally reconcile this disclosure to the items listed in
Note
15 to the financial statements. We note that impairments recorded
for
fixed assets would normally be included as part of operating
income
under U.S. GAAP.

V-Additional disclosures required by U.S. GAAP

a) Earnings per share, page F-42

65. We note that you granted 14,000,000 restricted shares on
October
4, 2004 and 104,000,000 restricted shares on December 17, 2003 to
certain executives.   Please tell us whether there are any
circumstances under which these shares are subject to return.  To
the
extent these shares are subject to return, please tell us your
treatment of these shares in determining the number of shares
outstanding used in your calculation of basic and diluted earnings
per share.  Refer to paragraph 10 of SFAS 128.

g) Environmental Issues, page F-46

66. Please revise your disclosures to provide costs related to
recurring costs, capital expenditures and expenditures related to
previously contaminated sites. See SAB Topic 5:Y question (3).
Please
supplementally provide us with a table that shows the amounts that
you have accrued for each period presented and changes in the
amount
of accrued during each period.

j) Statement of cash flows, page F-47

67. On page 44, you disclose that you exchanged assets of R$ 7.9
million.  It appears that this non-cash transaction has impacted
your
statements of cashflows for the year ended December 31, 2003 as a
use
of cash in additions to property plant, and equipment offset by a
source of cash in proceeds from sales of property, plant and
equipment.  Please revise your statements of cash flows to remove
the
impact of this type of non-cash transaction or tell us why you
believe the current presentation is appropriate.

68. Please report the effect of exchange rate changes on cash
balances held in foreign currencies as a separate part of the
reconciliation of the change in cash and cash equivalents.  Refer
to
paragraph 25 of SFAS 95.



j) Segment information, page F-49

69. We note that the revenue of your chemicals business is
comprised
of commodity products and specialty products. Please provide
product
line disclosures for this segment for all individual products
(e.g.
ethylene oxide) or groups of products (e.g. commodity products)
that
exceed 10% of total revenues. Please refer to paragraph 37 of SFAS
131.

Exhibits
70. Please file all material contracts as required by Item 601 of
Regulation S-K.  For example, we note that you have not filed the
new
shareholders` agreement discussed on page 90, the agreements
between
Ultragaz and the independent dealers discussed in the fourth full
paragraph on page 59 and the take or pay agreement between
Tequimar
and CODEBA.  Refer to Item 8 of Form F-1.

****
	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
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring  the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and


* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	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.
March 10, 2005
Page 16