As filed with the Securities and Exchange Commission on March 16, 2009
                                                     Registration No. 333-154770
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ----------------------------------

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

                              --------------------

                        MITSUBISHI HEAVY INDUSTRIES LTD.
   (Exact name of issuer of deposited securities as specified in its charter)

                              --------------------

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

                              --------------------

                                      Japan
            (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. 333-154770 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
16th day of March, 2009.

                                       Legal entity created by the agreement set
                                       forth in the American Depositary Receipts
                                       evidencing American Depositary Shares
                                       representing shares of common stock of
                                       Mitsubishi Heavy Industries Ltd.

                                       CITIBANK, N.A., as Depositary

                                       By: /s/ Richard Etienne
                                           -----------------------
                                           Name:  Richard Etienne
                                           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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