As filed with the Securities and Exchange Commission on April 3, 2008
Registration No. 333-149593
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
PRE-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
Of
H & M HENNES & MAURITZ AB
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Sweden
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
__________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
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. [ ]
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(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
________________________________________________________________________________
The prospectus consists of the proposed revised form of American Depositary Receipt filed as Exhibit 1 to this Pre-Effective Amendment No. 1 to this Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1.
Name and address of depositary
Introductory Article
2.
Title of American Depositary Receipts and
Face of Receipt, top center
identity of deposited securities
Terms of Deposit:
(i)
The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii)
The procedure for voting, if any,
Articles number 7, 9 and 11
the deposited securities
(iii)
The collection and distribution of
Articles number 8, 9 and 12
dividends
(iv)
The transmission of notices, reports
Article number 7
and proxy soliciting material
(v)
The sale or exercise of rights
Articles number 8, 9 and 11
(vi)
The deposit or sale of securities
Articles number 8, 9 and 10
resulting from dividends, splits
or plans of reorganization
(vii)
Amendment, extension or termination
Articles number 12 and 16
of the deposit agreement
(viii)
Rights of holders of Receipts to inspect
Article number 2
the transfer books of the depositary and
the list of holders of Receipts
(ix)
Restrictions upon the right to deposit
Articles number 1, 3, 10, 14, 15
or withdraw the underlying securities
and 17
(x)
Limitation upon the liability
Articles number 1, 4, 5, 7, 11, 12,
of the depositary
15, 16 and 17
Item - 2.
Available Information
Public reports furnished by issuer
Article number 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Form of Deposit Agreement – The Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the revised form of Receipt itself, which is filed herewith as Exhibit 1.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously filed.
e.
Certification under Rule 466 - Not applicable.
Item - 4.
Undertakings
Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused Pre-Effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on April 3, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares of H & M Hennes & Mauritz AB.
By:
The Bank of New York,
As Depositary
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Form of Deposit Agreement relating to the American Depositary Receipts registered hereunder is contained in the revised form of American Depositary Receipt itself.
4
Previously filed.
