Aktiebolaget Volvo \Publ S-8 POS Registration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on December 3, 2007.

Registration No. 333-1922

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

____________________

AKTIEBOLAGET VOLVO (publ)

(Exact name of Registrant as specified in its charter)

Kingdom of Sweden
(State or other jurisdiction of
incorporation or organization) S-405  08  Göteborg
Sweden
(Address of principal
executive offices) Not Applicable (I.R.S. Employer
Identification Number)

DEPOSITARY SHARE PURCHASE PLANS

(Full title of the plans)

Charles H. Wood, Jr.

Volvo Construction Equipment

North America, Inc.

One Volvo Drive

Asheville, North Carolina 28803-3447

(828) 650-2003

(Name, address and telephone number of agent for service)

Copies to:

Doreen E. Lilienfeld, Esq.

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

+1 (212) 848-7171

EXPLANATORY STATEMENT

This Post-Effective Amendment No.1 to Registration Statement on Form S-8, Registration No. 333-1922 (the “Registration Statement”), is being filed to deregister certain American Depositary Shares representing B Shares, quota value SEK 1 (the “B Shares”), of Aktiebolaget Volvo (publ) (the “Registrant”) that were registered for issuance to employees of the Registrant and its subsidiaries pursuant to certain Depositary Share Purchase Plans (the “Plans”). The Registration Statement registered 250,000 B Shares issuable pursuant to the Plans. In connection with the Registrant’s suspension of its duty to file reports under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as amended, the Registration Statement is hereby amended to deregister the remaining unissued Shares.

PART II

SIGNATURES

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Göteborg, Sweden and in the City of New York, State of New York, United States of America, on December 3, 2007.

AKTIEBOLAGET VOLVO (publ) (Registrant)
	By:	/s/  Eva Persson
		Name:	Eva Persson
		Title:	Senior Vice President & General Counsel
	By:	/s/  Pär Östberg
		Name:	Pär Östberg
		Title:	Senior Vice President & CFO
	By:	/s/  Tomas Ericson
		Name:	Tomas Ericson
		Title:	Authorized Representative in the United States and President of Volvo Group North America