SecProbe.io

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March 10, 2005

Ultrapar Participacoes S.A.
Paulo G. Aguiar Cunha
Chief Executive Officer
Avenida Brigadeiro Luis Antonio
1343, 9 Andar
Sao Paulo, SP, Brazil 01317-910

	Re:	Ultrapar Participacoes S.A.
		Form F-1 filed February 2, 2005
		Form F-1/A filed February 24, 2005
		File No. 333-122496

Dear Mr. Cunha:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form F-1/A

General
1. We may have additional comments after you file all required
exhibits and disclose all information other than that omitted in
reliance on Rule 430A.

Cover Page
2. We remind you that the prospectus cover page should contain
only
the information required by Item 501 of Regulation S-K.  Please
revise the cover page to limit the amount of information.  In this
regard, you should refer briefly to the concurrent offering.
3. Please delete your reference to Sole Global Coordinator and
Joint
Bookrunner.

Table of Contents, page i
4. Please move the four paragraphs beneath the table of contents
or
incorporate those sections, to the extent material, in the
summary.
Also, please move the "Forward looking statements" and
"Presentation
of information" sections to a more appropriate part of the
prospectus.  The prospectus forepart should consist of only the
cover
page, summary and risk factors section.

Prospectus Summary, page 1
5. Revise the first paragraph to clarify this summary provides
highlights the "material" information regarding the offering.
6. The summary is intended to provide a brief overview of the key
aspects of the offering.  Please revise to eliminate the "Our
Strengths and "Our Strategy" sections since that information is
more
appropriately discussed in the complete business section.  The
summary is only intended to provide a brief snapshot of the
offering.
See Instruction to Item 503(a) of Regulation S-K.
7. Please avoid reliance on defined terms like those in the
introductory paragraph to your summary.  The meanings of the terms
you use should be clear from context.  If they are, you do not
need
the definitions.  If they are not, you should revise to use terms
that are clear.  Please see Updated Staff Legal Bulletin No. 7
(June
7, 1999) sample comments 3 and 5.

8. Revise your document to reference the consolidated EBITDA
figure
to the footnote (3) on page 10.

9. Revise your document to include a cross reference from the
EBITDA
by segment figures to the note in the financial statements where
they
are disclosed.

The Offering, page 6
10. Briefly describe the limited voting rights of the holders of
preferred shares and ADSs.

Summary Financial Information, page 9

11. We note your statement that EBITDA is widely used to
approximate
operating income. Please remove this statement. We note that there
are frequently significant differences between operating income
and
EBITDA.

12. It appears that the non-GAAP measure that you are presenting
should be more appropriately titled "adjusted EBITDA" as the
measure
that you present excludes exchange gains and losses and certain
other
miscellaneous items.

13. Please provide us with a table that reconciles net income to
EBITDA, identifying each individual expense item that you are
excluding from net income to arrive at the adjusted EBITDA figure
that you present. As you are presenting adjusted EBITDA as a
performance measure, tell us in each instance why you believe that
each adjustment is appropriate.

14. You state that your non-GAAP measure is expressly permitted by
your local standard setter. Please show us the guidance where the
local standard setter permits the use of your non-GAAP measure in
your home country jurisdiction. If the measure you use is not
exactly
the same as that permitted by the local standard setter, please
revise your document to remove the statement.

15. Revise footnote (3) on page 10 to provide the following
additional disclosures:

* the manner in which management uses the non-GAAP measure to
conduct
or evaluate its business. We note your disclosures concerning your
ability to raise cash, however, this implies that the measure is a
liquidity measure. Disclose in more detail how this measure is
related to operating performance;

* the economic substance behind management`s decision to use this
type of measure;

* the material limitations associated with use of the non-GAAP
financial measure as compared to the use of the most directly
comparable GAAP financial measure. These limitations would be
expected to include:

-your business is fixed asset intensive and the measure removes
the
expense associated with utilization of fixed assets in your
business;
-you have significant amounts of debt and interest is a required
cost
of doing business under your current capital structure;
-taxes are a required cost of doing business;

* the manner in which management compensates for these limitations
when using the non-GAAP financial measure; and

* the substantive reasons why management believes the non-GAAP
financial measure provides useful information to investors.

Risk Factors, page 12
16. We note your representation in the second paragraph that you
believe the information in your prospectus is reliable, but you
cannot guarantee that it is accurate.  Please note that you are
responsible for the entire content of the registration statement
and
cannot include language that can be interpreted as a disclaimer of
the information contained in the filing.  Please revise.
17. Please note that risk factors should be set forth under
headings
that adequately describe the risk.  Refer to Item 503 of
Regulation
S-K.  Some of your risk factor headings simply state a fact and
require investors to infer why that fact poses a risk.  For
instance
we note "Petrobas is the only supplier of LPG in Brazil" on page
12
and "LPG competes with alternative sources of energy" on page 13.
Revise each caption so it clearly identifies a risk that is
particular to your company, industry or offering.  The text
following
each caption should then demonstrate concretely how the risk would
materially affect you, quantifying past effects wherever possible.
See Updated Staff Legal Bulletin No. 7 sample comments 32, 33, 34,
36
and 37.
18. Please revise your risk factors to eliminate language such as
"we
cannot assure you" and "we cannot guarantee."  For instance, we
note
the risk factor "LPG distributions in Brazil, including Ultragaz,
do
not have formal contracts . . ." on page 12 and "The acquisition
of
Shell Gas is subject to Brazilian regulations . . ." on page 13.
The
real risk is the circumstances you describe, not your inability to
give assurances.
19. Many of your risk factors discuss generic points that could
apply
to any business similar to yours without addressing specifically
what
the risks are to your business and investors.  Revise throughout
this
section to clarify what the risks are to your business and
investors.
You should revise many of your risk factors to provide enough
information so investors can understand the magnitude of the risk.
We note the following as a few examples:

* Government deregulation of LPG prices has caused refinery prices
to
fluctuate . . ., page 12

Please describe how the price fluctuations caused by changes in
regulation have specifically affected your `financial performance.

* Petrobas is the only supplier of LPG in Brazil, page 12

Please quantify your reliance on the supply of LPG from Petrobras.
Please disclose the total amount of revenues as a percentage that
is
derived from LPG sales.  Please discuss what you would do if
Petrobras could no longer supply you with LPG.

* Intense competition in the LPG distribution market may affect .
.
., page 13

Please expand this risk factor to discuss in greater detail how
intense competition will specifically affect you and your
operating
margins.  Also, specify that you are a competitor with your major
supplier of LPG in the distribution of the same product.  We note
your disclosure in the third full paragraph on page 55.

* The reduction in import tariffs on petrochemical products can .
.
., page 14

Please specify the portion of your final prices that are generally
attributable to transportation and tariff rates.  For instance,
specify the current transportation and tariff rates.

* We may be adversely affected by the imposition and enforcement .
.
., page 14

Please briefly describe the environmental laws and regulation that
currently impact your company.  Specify how changes in these laws
and
regulations could adversely affect you.

* The suspension, cancellation or non-renewal of certain federal .
.
., page 15

      Please quantify the federal tax benefits to which you are
currently entitled.

LPG distributions in Brazil, including Ultragaz, do not have
formal
contracts . . ., page 12
20. Please reference where more detailed information can be found
in
the prospectus describing the procedures for ordering and
purchasing
LPG from Petrobras.  Also, if possible, please quantify the effect
of
the interruption in your supply of LPG in 1995 due to the 15-day
strike.

The acquisition of Shell Gas is subject to Brazilian regulations
and
. . ., page 13
21. Please describe the potential effects on you if you are unable
to
get approval of the Brazilian antitrust authorities for the
acquisition.

Ethylene, the principal raw material used in our petrochemical
operations . . ., page 13
22. Please specify whether you have any long-term contracts with
your
suppliers of Ethylene.  Also, please quantify your reliance on
revenue from the sale of your chemical and petrochemical products
that require Ethylene.

Use of Proceeds, page 21
23. We note that you intend to use any proceeds raised by the
underwriters` exercise of the over-allotment option for general
corporate purposes.  Please specify, to the extent practicable,
the
specific uses that you anticipate.  For example, we note that the
new
debt offering will be used to retire indebtedness.  Would any
amounts
received from the potential exercise of the over-allotment option
be
used to retire indebtedness?

Market Information, page 22
24. In addition to the information in the table on page 22 listing
the highest and lowest closing prices for your ADSs and preferred
shares over the past several months, quarters, and years, please
also
provide the average daily trading volume for your ADSs and
preferred
stock on their respective stock exchanges for each of the periods
listed.
25. Item 5 of Form 20-F requests that, if practicable, you should
indicate what portion of your outstanding securities is held in
the
United States and the number of record holders thereof in the
United
States.  Please provide that information in the "Market
Information"
section of your filing.
26. The five year summary of dividends per share set forth on page
93
should be stated in both the currency in which your financial
statements are denominated and United States currency based on the
exchange rates at each respective payment date.  Please provide
that
information here.
27. Please update your disclosure to provide a recent exchange
rate
between Brazilian reais and U.S. dollars.

Selected Consolidated Financial Information, page 28.

28. Revise your disclosures to present the number of shares
associated with your capital stock in accordance with local GAAP.
Please refer to Item 3(A)(2) and Instruction 2 of Instructions to
Item 3.A of Form 20-F.

29. We note that you have provided your amounts of net income and
earnings per share in accordance with U.S. GAAP.  Please disclose
all
items that you have reconciled to U.S. GAAP in the notes to your
financial statements such as stockholders equity.  Please refer to
Item 3(A)(2) and Instruction 2 of Instructions to Item 3.A of Form
20-F.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 31
30. We note on page 32 under the "Inflation and Currency
Fluctuations" section that inflation was 10%, 10.4%, and 25.3% in
2000, 2001, and 2002, respectively.  Please discuss any material
impact that inflation has had on your net sales and revenues and
on
income from continuing operations.  See Item 5.A.2 of Form   20-F.

Results of Operations, page 35

31. You discuss the business reasons for changes in the various
line
items of your statements of operations.  However, in circumstances
where there is more than one business reason for the change, you
should quantify the incremental impact of each individual business
reason discussed on the overall change in the line item.  For
example, you indicate that Ultracargo`s cost of sales and services
increased 10% to R$125.0 million in the year ended December 31,
2004
from R$ 113.9 million in 2003.  This increase is a reflection of
(i)
increases in personnel costs due to annual collective wage
agreements
and expansion in the size of the workforce to meet the demands of
new
client and new operations, (ii) higher fuel prices, and (iii)
increased nitrogen costs, used for cleaning storage tanks.  While
this information is helpful, you do not quantify the extent to
which
gross margin was affected by each of these reasons. Whenever
possible, please quantify all line item changes with more than one
business reason.  Please refer to SEC Release No. 33-8350.

Liquidity and Capital Resources, page 41
32. You have indicated that your sources of liquidity are
sufficient
to satisfy current funding requirements.  Please also discuss your
liquidity on a long-term basis.  See Item 5.B.1 of Form 20-F.  We
note that you intend to conduct a bond offering in the amount of
R$300 million.  In this section, you should discuss the reasons
and
timing for this proposed offering.

Tabular disclosures of contractual obligations, page 45

33. Please revise your table of contractual liabilities to include
the following:

* Estimated interest payments on your debt;
* Estimated payments under interest rate swap agreements; and
* Planned funding of pension and other postretirement benefit
obligations.

To the extent that the interest rates are variable and unknown,
provide a reasonable estimate of those payments and disclose your
assumptions in the notes to the table.  One possible methodology
is
to apply the current applicable interest rate to determine the
amount
of future payments.  Expected cash receipts under interest rate
swaps
should not be included.  Because the table is aimed at increasing
transparency of cash flow, we believe these payments should be
included in the table.  If you choose not to include these
payments,
a footnote to the table should clearly identify the excluded items
and provide any additional information that is material to an
understanding of your cash requirements.

34. Please tell us why the amounts of your long-term debt
obligations
reflected on your table of contractual obligations do not agree
with
the amounts of long-term debt on your balance sheet as of December
31, 2004 and provide us a reconciliation for such amounts.

Business, page 49
35. Please provide support for your statements of leadership
thro