As filed with the Securities and Exchange Commission on December 1, 2008
                                                     Registration No. 333-155433

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM F-6/A
                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                                      UNDER
          THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY
                          AMERICAN DEPOSITARY RECEIPTS

                                     EURAZEO
   (Exact name of issuer of deposited securities as specified in its charter)

                                       N/A
                    (Translation of issuer's name in English)

                                     France
            (Jurisdiction of incorporation or organization of issuer)

                                 CITIBANK, N.A.
             (Exact name of depositary as specified in its charter)

                                 399 Park Avenue
                            New York, New York 10043
                                 (212) 816-6690
    (Address, including zip code, and telephone number, including area code,
                            of depositary's principal
                               executive offices)

                 CITIBANK, N.A. - DEPOSITARY RECEIPTS DEPARTMENT
                              388 Greenwich Street
                            New York, New York 10013
                                 (212) 816-6690
  (Name, address, including zip code, and telephone number, including area code
                              of agent for service)

                                   Copies to:

                              Herman H. Raspe, Esq.
                       Patterson Belknap Webb & Tyler LLP
                           1133 Avenue of the Americas
                            New York, New York 10036

It is proposed that this filing become effective under Rule 466:
                                          |X|   immediately upon filing.
                                          |_|   on (Date) at (Time).

If a separate registration statement has been filed to register the deposited
shares, check the following box: |_|


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                         ______________________________

                       DE-REGISTERING AMERICAN DEPOSITARY
                              SHARES EVIDENCED BY
                          AMERICAN DEPOSITARY RECEIPTS
                         ______________________________

      The fifty million (50,000,000) American Depositary Shares, which were
registered under Registration Statement No. 333-155433 and have not been issued
prior to the date hereof, are hereby being de-registered effective immediately.


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                                   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 this Post-Effective Amendment
No. 1 to 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 the
1st day of December, 2008.

                                       Legal entity created by the agreement set
                                       forth in the American Depositary Receipts
                                       evidencing American Depositary Shares
                                       representing shares of common stock of
                                       Eurazeo

                                       CITIBANK, N.A., as Depositary


                                       By: /s/ Susan A. Lucanto
                                           ----------------------------
                                           Name:  Susan A. Lucanto
                                           Title: Vice President


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                                Index of Exhibits

                                                                  Sequentially
Exhibit                    Document                               Numbered Page
- -------                    --------                               -------------

  (a)                      Previously Filed
  (d)                      Previously Filed
  (e)                      Rule 466 Certification


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