18-K/A

FORM 18-K/A

For Foreign Governments and Political Subdivisions Thereof

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

ANNUAL REPORT

of

OESTERREICHISCHE KONTROLLBANK AKTIENGESELLSCHAFT

(Name of Registrant)

and

THE REPUBLIC OF AUSTRIA

(Guarantor and Co-Signatory)

Date of end of last fiscal year: December 31, 2010

SECURITIES REGISTERED

(As of the close of the fiscal year)*

Title of Issue	Amount as to which registration is effective	Names of exchanges on which registered
N/A	N/A	N/A

* The Registrant files annual reports on Form 18-K on a voluntary basis.

Name and address of person authorized to receive notices

and communications from the Securities and Exchange Commission:

Marc O. Plepelits, Esq.

Shearman & Sterling LLP

Gervinusstrasse 17

60322 Frankfurt am Main, Germany

In connection with the offer, issuance and sale by Oesterreichische Kontrollbank (the “Bank”) of U.S.$ 1,250,000,000 aggregate principal amount of its 2.000% Guaranteed Global Notes Due 2016, the undersigned registrant hereby amends its Annual Report on Form 18-K for the fiscal year ended December 31, 2010 as follows:

1. The following additional exhibits are hereby added to the Annual Report:

Exhibit Number	Description
99.A.	Executed Opinion of Pöch Krassnigg Rechtsanwälte GmbH, Austrian counsel to the Bank, in respect of the legality of the U.S.$ 1,250,000,000 aggregate principal amount of the Bank’s 2.000% Guaranteed Global Notes Due 2016
B.	Executed Opinion of Shearman & Sterling LLP, United States counsel to the Bank, in respect of the legality of the U.S.$ 1,250,000,000 aggregate principal amount of the Bank’s 2.000% Guaranteed Global Notes Due 2016

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SIGNATURE OF OESTERREICHISCHE KONTROLLBANK AKTIENGESELLSCHAFT

Pursuant to the requirements of the Securities Exchange Act of 1934, Oesterreichische Kontrollbank Aktiengesellschaft has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vienna, Austria, on the 3rd day of June, 2011.

OESTERREICHISCHE KONTROLLBANK AKTIENGESELLSCHAFT
	/s/    WALTRAUT BURGHARDT
Name:	Mag. Waltraut Burghardt
Title:	Senior Director
	/s/    ANTON EBNER
Name:	Dr. Anton Ebner
Title:	Director

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SIGNATURE OF THE REPUBLIC OF AUSTRIA

Pursuant to the requirements of the Securities Exchange Act of 1934, the Republic of Austria has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vienna, Austria, on the 3rd day of June, 2011

THE REPUBLIC OF AUSTRIA
	/s/    SILVIA MACA
Name:	Mag. Silvia Maca
Title:	Director, Head of the Division for Export Financing and International Export Promotion Policy Ministry of Finance of the Republic of Austria

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EXHIBIT INDEX

Exhibit Number	Description
99.A.	Executed Opinion of Pöch Krassnigg Rechtsanwälte GmbH, Austrian counsel to the Bank, in respect of the legality of the U.S.$ 1,250,000,000 aggregate principal amount of the Bank’s 2.000% Guaranteed Global Notes Due 2016
B.	Executed Opinion of Shearman & Sterling LLP, United States counsel to the Bank, in respect of the legality of the U.S.$ 1,250,000,000 aggregate principal amount of the Bank’s 2.000% Guaranteed Global Notes Due 2016

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EX-99.A

Exhibit 99.A

	Pöch Krassnigg Rechtsanwälte GmbH
Oesterreichische Kontrollbank Aktiengesellschaft Am Hof 4 A-1010 Vienna Austria	RA Dr. Peter Pöch RA Dr. Michael Krassnigg Mag. rer.soc.oec. Geschäftsführende Gesellschafter

Vienna, 3 June 2011

DrP/rm, 69/2011

Dear Ladies and Gentlemen,

Oesterreichische Kontrollbank Aktiengesellschaft (the “Bank”) USD 1,250,000,000 2.000 per cent. per annum (paid semi-annually) Guaranteed Global Notes Due 2016 (the “Securities”)

We have acted as legal advisors to the Bank on Austrian law in connection with the issue of the Securities.

The Securities will be guaranteed as to payment of principal and interest by the Republic of Austria (the “Republic”) and will be constituted pursuant to a fiscal agency agreement dated 11 May 1998 as amended by Supplemental Agency Agreement dated 30 September 2000 (the “Fiscal Agency Agreement”).

In connection therewith we have examined the following documents:

1. The Statutes of the Bank, the Export Guarantees Act, the Export Guarantees Decree 1981 and the Export Financing Guarantees Act 1981

2. A photocopy of the resolution by the Board of Executive Directors of the Bank passed on 25 May 2011 no. 6177 and a photocopy of the circular resolution by the Executive Committee of the Supervisory Board of the Bank dated 23 December 2010 no. 949

TELEFON +43 1 535 37 21	STRAUCHGASSE 1-3,1014 WIEN	BAWAG PSK 92.167.195
TELEFAX +43 1 533 15 55	HANDELSGERICHT WIEN	IBAN: AT77 6000 0000 92167195
office@p-k.at / www.p-k.at	GMBH, SITZ: WIEN FN 228350i	UID ATU 58352918 DVR 0564117

Vienna, 3 June 2011

3. A photocopy of the Fiscal Agency Agreement

4. A photocopy of the underwriting agreement and purchase agreement dated 26 May 2011, the “Underwriting Agreement”

We have also considered such other documents as we have deemed relevant for the purposes of giving this opinion. We express no opinion as to any laws other than the laws of the Republic and our opinion is confined to matters of and shall be governed by and construed and have effect in accordance with Austrian law. Having regard to all such aforementioned documents and to the applicable laws of Austria we are of the opinion that:

(i) the Bank is a corporation (Aktiengesellschaft) duly incorporated and validly existing under the laws of Austria and has the corporate power and authority under such laws to incur the indebtedness evidenced by the Securities and to execute and deliver, and to perform all of its obligations under the Fiscal Agency Agreement and such Securities;

(ii) the Securities have been duly authorized by the Bank; on the assumption that (A) the Securities are in the form set forth as an exhibit to the Fiscal Agency Agreement examined by us, (B) the manual or facsimile signature of two members of the Board of Executive Directors (Vorstand) of the Bank, Johannes Attems and Rudolf Scholten, appear where contemplated on the Securities, and (C) the Securities have been duly authenticated by the Principal Paying and Fiscal Agent in accordance with the Fiscal Agency Agreement, when such Securities have been delivered and paid for as provided in the Underwriting Agreement, such Securities will have been duly issued, and, assuming the Securities are legal, valid, binding and enforceable under New York law, will be enforceable against the Bank in accordance with their terms, the civil procedure- and enforcement rules of Austria, except that the enforceability of the Securities may be limited by the effect of applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws affecting the enforcement of creditors’ rights generally;

(iii) the Guarantee has been duly authorized by the Republic in accordance with the Austrian Federal Constitution of 1920, as amended, and the laws, regulations and other legislative, administrative, governmental and judicial acts and determinations of the Republic subject to the compliance with the conditions set forth in Section 2 of

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Vienna, 3 June 2011

the Export Financing Guarantees Act (Ausfuhrfinanzierungsförderungsgesetz of 1981); on the assumptions set forth in clause (ii) and on the further assumption that (A) the Guarantee is in the form set forth as an exhibit to the Fiscal Agency Agreement examined by us, (B) the manual or facsimile signature of Silvia Maca who is duly authorized by the Republic to execute and deliver the Guarantee appears where contemplated on the Guarantee, (C) the Securities have been delivered and paid for as provided in the Underwriting Agreement and (D) upon issuance of the Securities by the Bank the conditions of Section 2 of the Export Financing Guarantees Act are met with respect to such Securities, the Guarantee will have been duly issued, and, assuming the Guarantee is legal, valid, binding and enforceable under New York law, will be enforceable against the Republic in accordance with its terms, the civil procedure- and enforcement rules of Austria;

(iv) Johannes Attems and Rudolf Scholten, who are two members of the Board of Executive Directors (Vorstand) of the Bank, acting jointly, have the full power and authority to execute and deliver the Securities and the execution of the Securities by their manual or facsimile signatures is legal and valid;

(v) the official of the Ministry of Finance of the Republic duly authorized by the Republic to execute the Fiscal Agency Agreement and the Guarantee has full power and authority to execute the Fiscal Agency Agreement and the Guarantee.

We hereby consent to the filing of this opinion as an exhibit to Amendment No. 1 to the Bank’s and the Republic’s annual report on Form 18-K/A for the fiscal year ended 31 December 2010. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Yours faithfully,

/s/    DR. PETER PÖCH        

Dr. Peter Pöch

Pöch Krassnigg

Rechtsanwälte GmbH

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EX-99.B

Exhibit 99.B

GERVINUSSTRASSE 17 | D-60322 FRANKFURT AM MAIN

WWW.SHEARMAN.COM | T +49.69.9711.1000 | F +49.69.9711.1100

June 3, 2011

Oesterreichische Kontrollbank Aktiengesellschaft

Am Hof 4

A-1010 Vienna

Austria

Oesterreichische Kontrollbank Aktiengesellschaft

U.S.$ 1,250,000,000 2.000% Guaranteed Global Notes Due 2016

Unconditionally Guaranteed by the Republic of Austria

    Issued under the Global Issuance Facility    

Ladies and Gentlemen:

We have acted as United States counsel to Oesterreichische Kontrollbank Aktiengesellschaft (the “Bank”) in connection with the issuance and sale by the Bank of U.S.$ 1,250,000,000 aggregate principal amount of the Bank’s 2.000% Guaranteed Global Notes Due 2016 (the “Notes”), unconditionally guaranteed (the “Guarantee”) by the Republic of Austria (the “Republic”), pursuant to the terms of an Underwriting Agreement and Purchase Agreement dated May 26, 2011 (the “Underwriting Agreement”) among the Bank, the Republic and the several underwriters party thereto. The Notes are being issued under a Fiscal Agency Agreement dated as of May 11, 1998, as amended by a Supplemental Agency Agreement dated September 30, 2000, (as amended, the “Fiscal Agency Agreement”) among the Bank, the Republic and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as fiscal agent and principal paying agent (the “Principal Paying Agent”).

In that connection, we have reviewed originals or copies of the following documents:

(a) the Underwriting Agreement; and

(b) the Fiscal Agency Agreement.

The documents described in the foregoing clauses (a) and (b) are collectively referred to herein as the “Opinion Documents”.

We have also reviewed originals or copies of such certificates of public officials, certificates of officers and representatives of the Republic and the Bank and other documents as we have deemed necessary as a basis for the opinions expressed below.

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In our review of the Opinion Documents and other documents, we have assumed:

(a) the genuineness of all signatures;

(b) the authenticity of the originals of the documents submitted to us;

(c) the conformity to authentic originals of any documents submitted to us as copies;

(d) as to matters of fact, upon certificates of public officials and officers of the Republic and the Bank;

(e) that (i) the Notes are in the forms set forth as exhibits to the Fiscal Agency Agreement, (ii) the manual or facsimile signatures of two members of the Board of Executive Directors (Vorstand) of the Bank constitute valid execution of the Notes by the Bank, (iii) such manual or facsimile signatures appear where contemplated on the Notes and (iv) the Notes have been duly authenticated by the Principal Paying Agent in accordance with the Fiscal Agency Agreement; and

(f) that (i) the Guarantee is in the form set forth in the Fiscal Agency Agreement, (ii) the manual or facsimile signature of an official duly authorized by the Republic to execute and deliver the Guarantee appears where contemplated on such Guarantee, and (iii) upon issuance of the Notes by the Bank, the conditions of Section 2 of the Export Financing Guarantees Act are met with respect to the Notes.

We have not independently established the validity of the foregoing assumptions.

In rendering the opinions expressed below, we have further relied, as to all matters governed by the laws of Austria, upon the opinions of Pöch Krassnigg Rechtsanwälte GmbH.

“Generally Applicable Law” means the federal law of the United States of America, and the law of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Republic and the Bank, the Opinion Documents or the transactions governed by the Opinion Documents. Without limiting the generality of the foregoing definition of Generally Applicable Law, the term “Generally Applicable Law” does not include any law, rule or regulation that is applicable to the Republic and the Bank, the Opinion Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Opinion Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

Based upon the foregoing and upon such other investigation as we have deemed necessary and subject to the qualifications set forth below, we are of the opinion that:

1. When the Notes have been delivered and paid for as provided in the Underwriting Agreement, the Notes will have been duly issued, and will constitute legal, valid and binding obligations of the Bank, entitled to the benefits of the Fiscal Agency Agreement and enforceable in accordance with their terms.

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2. When the Notes have been delivered and paid for as provided in the Underwriting Agreement, the Guarantee will have been duly issued and will constitute the legal, valid and binding obligation of the Republic, entitled to the benefits of the Fiscal Agency Agreement and enforceable in accordance with its terms.

Our opinions expressed above are subject to the following qualifications:

(a) Our opinion in paragraph 2 above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws affecting creditors’ rights generally (including without limitation all laws relating to fraudulent transfers).

(b) Our opinions in paragraphs 1 and 2 above are also subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

(c) Our opinions are limited to Generally Applicable Law and we do not express any opinion herein concerning any other law.

(d) The enforceability in the United States of the waiver by the Bank of its immunity from court jurisdiction and from legal process as set forth in the Fiscal Agency Agreement and the Notes is subject to the limitations imposed by the United States Foreign Sovereign Immunities Act of 1976. We express no opinion as to enforceability of any such waiver of immunity to the extent that it purports to apply to any immunity to which the Bank may become entitled after the date hereof.

This opinion letter is rendered to you in connection with the transactions contemplated by the Opinion Documents. This opinion letter may not be relied upon by you for any other purpose without our prior written consent.

This opinion letter speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact, that may occur after the date of this opinion letter that might affect the opinions expressed therein.

We hereby consent to the filing of this opinion as an exhibit to Amendment No. 1 to the Bank’s and the Republic’s annual report on Form 18-K for the fiscal year ended December 31, 2010. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Shearman & Sterling LLP

Shearman & Sterling LLP

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