6-K

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

dated May 1, 2006

Commission File Number 001-11005

ARACRUZ CELULOSE S.A.

(Exact Name as Specified in its Charter)

        ARACRUZ CELLULOSE S.A.       

(Translation of Registrant’s Name)

Av. Brigadeiro Faria Lima, 2,277—4^th floor

São Paulo, SP 01452-000, Brazil

(Address of principal executive offices) (Zip code)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  X   Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   ______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   ______

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes Yes  X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:  May 1, 2006

ARACRUZ CELULOSE S.A.

By:  /s/ Carlos Augusto Lira Aguiar               

Name:   Carlos Augusto Lira Aguiar

Title:     Chief Executive Officer

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	Approval of dividend payment, April 28, 2006
99.2	Summary of the decisions taken at the general ordinary and extraordinary shareholders’ meeting held on April 28, 2006

EX-99.1

Exhibit 99.1

April 28, 2006.

Approval of dividend payment

At the Ordinary Stockholders' Meeting of Aracruz Celulose S/A (the “Company”) held on the above date, unanimous approval was given for the payment of dividends amounting to a total of R$150,000,000.00 (one hundred and fifty million reais), equivalent to R$137.84790389 per 1,000 (one thousand) common shares and R$151.63269428 per 1,000 (one thousand) “A” and “B” preferred shares. The dividends will be paid out in addition to the Interest on Shareholders’ Equity, payments of which began on May 13, June 13 and July 13, 2005 and on January 13, 2006. In Brazil, the record date will be May 2, 2006 and dividend payments will begin on May 11, 2006.

Due to the current floating exchange rate, the Company cannot predict any specific exchange rate for the conversion of the amount due into U.S. dollars at the time of payment thereof.

For further information, please contact:

Denys Ferrez

Investor Relations Manager

Tel (55-11) 3301-4131

invest@aracruz.com.br

EX-99.2

Exhibit 99.2

ARACRUZ CELULOSE S.A.

SUMMARY OF THE DECISIONS TAKEN AT THE GENERAL ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING HELD ON April 28, 2006.

1. Unanimous approval of the Management’s Report and Financial Statements for the fiscal year ended on December 31, 2005.

2. Ratification of the payment of Interest on Shareholders’ Equity amounting to R$320,700,000.00, attributed to the minimum compulsory dividend relating to the fiscal year 2005, payments of which began on May 13, June 13 and July 13, 2005 and on January 13, 2006. The following amounts were allocated, per block of 1,000 shares: (a) R$294.703975 (or R$250.49837879, net of Income Tax withheld at source) – to common shares; and (b) R$324.17437251 (or R$275.54821666, net of Income Tax withheld at source) – to class "A" and "B" preferred shares.

3. Approval of payment of dividends, in addition to the Interest on Shareholders’ Equity, in the amount of R$150,000,000.00, allocated per block of 1,000 shares as follows: (a) R$137.84790389 to common shares; and (b) R$151.63269428 to class "A" and "B" preferred shares.

4. Approval of the company's capital budget, together with the relevant profit retention justification, pursuant to the proposal submitted by the company's administration.

5. Election of the Fiscal Committee (“Conselho Fiscal”), with three members and three alternates , to serve until the 2007 General Ordinary Shareholders’ Meeting. Representing the common shareholders: Wagner Braz and Fernando Octávio Martins Alves were elected, with Sheila Periard Henrique Silva and Jorge Juliano de Oliveira as their respective alternates. The preferred shareholders elected José Gilberto Jaloretto and his alternate, Mauro José Periotto.

6. The shareholders were informed of the resignations, on October 18, 2005 of the alternate board member Antonio Carlos Dantas Mattos. Pursuant to section 150, caput of Law n^o 6,404/76 and Section 18 of the Company’s by-laws, Mauro Agonilha was appointed to succeed the member that resigned. The shareholders were also informed of the resignations, on June 13 and November 1st, 2005, respectively, of the alternate board members Fernando Roth Schmidt and Bernardo Parnes. Therefore, pursuant to section 150, paragraph 3 of Law n^o 6,404/76 and Section 18, sole paragraph, of the Company’s by-laws the following Board members were elected to complete the terms of office of the resigning members, and thus serve until the

Shareholders’ Meeting that deliberates on the results of the fiscal year ending on December 31, 2006:

Alternate Members:

Mauro Agonilha (alternate to Haakon Lorentzen)

Jorge Eduardo Martins Morais (alternate to Sandra Meira Starling)

The position of an alternate board member to the effective member João Carlos Chede will remain vacant until further deliberation.

7. The global remuneration of the company’s administrators was set at the amount of up to R$15,000,000 and the members of the Fiscal Committee shall be entitled to 10% of the average remuneration of each officer.

8. The shareholders approved the ratification of the decision taken in the General Shareholders Meeting held on July 29, 2002 and confirmed the number of shares in which the company's capital is divided, so as to allow the publication of the consolidated By-laws.

Aracruz, April 28, 2006.

José Luiz Braga

General Counsel