424B3 1 memo424b3lukoilratiochange.txt THE BANK OF NEW YORK NEW YORKS FIRST BANK - FOUNDED 1784 BY ALEXANDER HAMILTON 101 BARCLAY STREET, NEW YORK, N.Y. 10286 AMERICAN DEPOSITARY RECEIPTS May 3, 2005 SECURITIES & EXCHANGE COMMISSION 450 Fifth Street, NW Washington, DC 20549 Attn.: Document Control RE: American Depositary Shares evidenced by the American Depositary Receipts for Ordinary Shares, par value 0.025 Russian Ruble each of Lukoil (File No. 333- 102703) *************************** Ladies and Gentlemen: Pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, on behalf of The Bank of New York, as Depositary for securities against which American Depositary Receipts (ADRs) are to be issued, we attach a copy of the new prospectus (Prospectus) reflecting the change in the number of ordinary shares represented by one American Depositary Share (the Ratio). As required by Rule 424(e), the upper right hand corner of the Prospectus cover page has a reference to Rule 424(b)(3) and to the file number of the registration statement to which the Prospectus relates. Pursuant to Section III B of the General Instructions to the Form F-6 Registration Statement, the Prospectus consists of the ADR certificate for Lukoil. The Prospectus has been revised to reflect the new Ratio, and has been overstamped with: Effective May 4, 2005, the ratio on the American Depositary Share (ADS) evidenced by American Depositary Receipt (ADR) has been changed from one (1) ADS equals four (4) Deposited Shares to one (1) ADS equals one (1) Deposited Share. Attached to this letter is a copy of a letter from Lukoil to The Bank of New York requesting that the Ratio be changed. Please contact me with any questions or comments at (954) 255-5137. By: /s/ SAMMY PEERMAL Name: Sammy Peermal Title: Vice President Encl. 675934-1