Converted by FileMerlin

As filed with the Securities and Exchange Commission on August 26, 2005

Registration No. 333-127849

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

POST-EFFECTIVE AMENDMENT NO. 1

FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts

of

SAPPI LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
SOUTH AFRICA
(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
[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.  [ ]


_______________________

Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by previous Registration Statements on Form F-6 of the registrant (Regis. Nos. 333-11004, 333-9540 and 33-83596).   




THIS AMENDMENT IS BEING FILED SOLELY TO CORRECT A TECHNICAL ERROR THAT PRECLUDED EXHIBIT A TO EXHIBIT 1 TO BE FILED AS A SEPARATE PUBLIC DOCUMENT.  NOTHING IN THIS FILING HAS CHANGED, INCLUDING THE SIGNATURE PAGES.






The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 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

Item Number and Caption

Location in Form of Receipt
Filed Herewith as Prospectus

1.  Name and address of depositary

Introductory Article

2.  Title of American Depositary Receipts and identity of deposited securities

Face of Receipt, top center

Terms of Deposit:

 

(i)   The amount of deposited securities represented by one unit of American Depositary Receipts

Face of Receipt, upper right corner

(ii)   The procedure for voting, if any, the deposited securities

Articles number 15, 16 and 18

(iii)   The collection and distribution of dividends

Articles number 4, 12, 13, 15 and 18

(iv)  The transmission of notices, reports and proxy soliciting material

Articles number 11, 15, 16 and 18

(v)   The sale or exercise of rights

Articles number 13, 14, 15 and 18

(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization

Articles number 12, 13, 15, 17 and 18

(vii)  Amendment, extension or termination of the deposit agreement

Articles number 20 and 21

(viii)  Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts

Article number 11

(ix)  Restrictions upon the right to deposit or withdraw the underlying securities

Articles number 2, 3, 4, 5, 6, 8 and 22

(x)   Limitation upon the liability of the depositary

Articles number 14, 18, 19 and 21


3.  Fees and Charges

Articles number 7 and 8

Item - 2.

Available Information

Public reports furnished by issuer

Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Amended and Restated Deposit Agreement dated as of October 23, 1998, as amended and restated as of November 4, 1998, as further amended and restated as of October 26, 1999, among Sappi Limited, The Bank of New York as Depositary, and all Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Form of Letter agreement among Sappi Limited and The Bank of New York relating to pre-release activities. - Filed herewith as Exhibit 2.

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) and (b) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Filed herewith as Exhibit 4.  

e.

Certification under Rule 466. - Filed herewith as Exhibit 5.  

Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.

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 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 August 25, 2005.

Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares, of the Nominal Value of One Rand each, of Sappi Limited.

By:

The Bank of New York,
 As Depositary

By:  /s/ Joanne F. DiGiovanni

        Joanne F. DiGiovanni

        Vice President


Pursuant to the requirements of the Securities Act of 1933, SAPPI LIMITED has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Johannesburg, South Africa on August 25, 2005.

SAPPI LIMITED

By:  /s/ D.G. Wilson

        Name: D.G. Wilson

        Title: Executive Director-Finance

Each person whose signature appears below hereby constitutes and appoints Donald Wilson and Jonathan Leslie, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 25, 2005.


_____________________
Name: E. Van As
Director


/s/ Sarah Manchester
Name: Sarah Manchester,
Authorized U.S. Representative; General Counsel, Sappi Fine Paper North America


/s/ J.C.A. Leslie
Name:  J.C.A. Leslie
Director

Principal Executive Officer


/s/ Lawrence John Newman
Name: Lawrence John Newman
Principal Accounting Officer


/s/ D.C. Brink
Name: D.C. Brink
Director

 


____________________
Name: K. de Kluis
Director

 


_____________________________
Name: Prol. M. Feldberg
Director

 


/s/ J.E. Healy
Name: J.E. Healy
Director

 


/s/ Dr. J.L. Job
Name: Dr. J.L. Job
Director

 


/s/ Dr. D. Konar
Name: Dr. D. Konar
Director

 


/s/ H.C. Mamsch
Name: H.C. Mamsch
Director

 


/s/ W. Pfarl
Name: W. Pfarl
Director

 


___________________
Name: B. Radebe
Director

 


/s/ Dr. F.A. Sonn
Name: Dr. F.A. Sonn
Director

 


/s/ D.G. Wilson
Name: D.G. Wilson
Director

Principal Financial Officer

 
  

INDEX TO EXHIBITS

Exhibit
Number

Exhibit

 


1


Form of Amended and Restated Deposit Agreement dated as of October 23, 1998, as amended and restated as of November 4, 1998, as further amended and restated as of October 26, 1999, among Sappi Limited, The Bank of New York as Depositary, and all Owners from time to time of American Depositary Receipts issued thereunder.

 


2


Form of Letter agreement among Sappi Limited and The Bank of New York relating to pre-release activities.

 


4


Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.

 


5


Certification under Rule 466.