As filed with the Securities and Exchange Commission on September 16, 2009

Registration No. 333-

_____________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

of

KABUSHIKI KAISHA NIPPON SHOKUBAI

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

NIPPON SHOKUBAI CO., LTD.

(Translation of issuer's name into English)

Japan

(Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 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 Mellon

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

[ ] immediately upon filing

[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum  aggregate offering price (1)	Amount of registration fee
American Depositary Shares, each American Depositary Share representing one share of Common Stock of Nippon Shokubai Co., Ltd.	50,000,000 American Depositary Shares	$5.00	$2,500,000	$139.50

¹

For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of 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

Location in Form of Receipt

Item Number and Caption

Filed Herewith as Prospectus

1.  Name and address of depositary

Introductory Article

2.  Title of American Depositary Receipts and identity of

Face of Receipt, top center

deposited securities

Terms of Deposit:

(i)  The amount of deposited securities represented

Face of Receipt, upper right corner

by one unit of American Depositary Receipts

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

Articles number 16 and 17

securities

(iii)  The collection and distribution of dividends

Articles number 4, 13, 14, 15, and 24

(iv)  The transmission of notices, reports and proxy

Articles number 12, 16 and 17

soliciting material

(v)  The sale or exercise of rights

Articles number 14, 15 and 16

(vi)  The deposit or sale of securities resulting from

Articles number 13, 14, 15, 16 and

dividends, splits or plans of reorganization

18

(vii)  Amendment, extension or termination of the

Articles number 21 and 22

deposit agreement

(viii)  Rights of holders of Receipts to inspect the

Article number 12

transfer books of the depositary and the list of

holders of Receipts

(ix)  Restrictions upon the right to transfer or

Articles number 2, 3, 4, 6, 9, 14, 22

withdraw the underlying securities

and 24

(x)  Limitation upon the liability of the depositary

Articles number 15, 19 and 22

3.  Fees and Charges

Articles number 8 and 9

Item – 2.

Available Information

Public reports furnished by issuer

Article number 12

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement dated as of ____________, 2009, among Nippon Shokubai Co., Ltd., The Bank of New York Mellon as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.

b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.  

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) 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. - Not Applicable.

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 ADSs, 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 ADS 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 September 16, 2009.

Legal entity created by the agreement for the issuance of American Depositary Shares for Common Stock of Nippon Shokubai Co., Ltd.

By:

The Bank of New York Mellon,

  As Depositary

By:  /s/ Joanne F. Di Giovanni

Name:  Joanne F. Di Giovanni

Title:    Vice President

Pursuant to the requirements of the Securities Act of 1933, Nippon Shokubai Co., Ltd. has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Osaka, Japan on September 16, 2009.

NIPPON SHOKUBAI CO., LTD.

By:  /s/ Tadao Kondo

Name: Tadao Kondo

Title:   President and

            Representative Director

Each person whose signature appears below hereby constitutes and appoints Tadao Kondo and Yasuhito Nishii, 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 September 16, 2009.

/s/ Yoshinobu Haruna

/s/ Tadao Kondo

Name:

Yoshinobu Haruna

Name:

Tadao Kondo

Title:

Senior Managing Director

Title:

President and

and Representative Director

Representative Director

(Principal Executive Officer)

/s/ Masanori Ikeda

/s/ Yasuhito Nishii

Name:

Masanori Ikeda

Name:

Yasuhito Nishii

Title:

Senior Managing Director

Title:

Managing Director

and Representative Director

(Principal Accounting and

  Financial Officer)

/s/ Yuichi Kita

Name:

Yuichi Kita

Title:

Senior Managing Director

/s/ Yosuke Ogata

Name:

Yosuke Ogata

Title:

Managing Director

/s/  Kenji Ozeki

Name:

Kenji Ozeki

Title:

Managing Director

/s/ Haruhisa Yamamoto

Name:

Haruhisa Yamamoto

Title:

Managing Director

/s/ Shoji Nanda  

Name:

Shoji Nanda   

Title:

Director

________________________________

Name:

Hidetaka Yatagai   

Title:

Director

________________________________

Name:

Tatsuhito Matsuda

Title:

Director

________________________________

Name:

Kenji Rakutani   

Title:

Director

________________________________

Name:

Masao Yamamoto   

Title:

Director

________________________________

Name:

Yojiro Takahashi

Title:

Director

________________________________

Name:

Koichiro Yamada

Title:

Director

________________________________

Name:

Nobuyuki Harada   

Title:

Director

Authorized Representative in the United States:

The Bank of New York Mellon

/s/ Joanne F. Di Giovanni

Name: Joanne F. Di Giovanni

Title:   Vice President

INDEX TO EXHIBITS

Exhibit

Number

Exhibit

1

Form of Deposit Agreement dated as of __________, 2009,

among Nippon Shokubai Co., Ltd., The Bank of New York Mellon as Depositary,

and all Owners and Holders from time to time of American

Depositary Shares issued thereunder.

4

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,

as to legality of the securities to be registered.