Registration No. 333-120795
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS

SAP AG
(Exact name of issuer of deposited securities as specified in its charter)
 
SAP Corporation
(Translation of issuer’s name into English)
 
FEDERAL REPUBLIC OF GERMANY
(Jurisdiction of incorporation or organization of issuer)
 
DEUTSCHE BANK TRUST COMPANY AMERICAS
(Exact name of depositary as specified in its charter)
 
60 Wall Street
New York, New York 10005
(212) 250 9100
 
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
 
SAP America, Inc.
3999 West Chester Pike
Newtown Square, PA 19073
Attention:  Brad Brubaker
1-610-661-1000

(Address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Deutsche Bank Trust Company Americas
Attention: ADR Department
60 Wall Street,
New York, New York 10005
(212) 250-9100
It is proposed that this filing become effective under Rule 466:      x immediately upon filing.
o on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box : o
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
Amount to be Registered
Proposed Maximum Aggregate Price Per ADS
Proposed Maximum
Aggregate Offering Price(1)
Amount of
Registration Fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one Ordinary Share, without nominal value, of SAP AG
N/A
N/A
N/A
N/A
(1)   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of receipts evidencing American Depositary Shares.
 
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EXPLANATORY NOTE
 
This Registration Statement on Form F-6 is being filed to reflect a change in ratio of underlying securities per American depositary share.
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
The Prospectus consists of the form of American Depositary Receipt included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, and incorporated herein by reference.
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Item 1.
DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Cross Reference
 
 
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 American Depositary Receipt, top center
     
Terms of Deposit:
    
     
(i)        The amount of deposited securities represented by one unit of American Depositary Receipts
  
Face of American Depositary Receipt, upper right corner
     
(ii)       The procedure for voting the deposited securities
  
Articles 15, 16 and 18
     
(iii)      The collection and distribution of dividends
  
Articles 4, 12, 13, 15 and 18
     
(iv)      The transmission of notices, reports and proxy soliciting material
  
Articles 11, 15, 16 and 18
     
(v)       The sale or exercise of rights
  
Articles 13, 14, 15 and 18
     
(vi)      The deposit or sale of securities resulting from dividends, splits or plans of reorganization
  
Articles 12, 13, 15, 17 and 18
 
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(vii)     Amendment, extension or termination of the deposit arrangement
  
Articles 20 and 21
     
(viii)    Rights of holders of the American Depositary Receipts to inspect the transfer books of the depositary and the list of holders of American Depositary Receipts
  
Article 11
     
(ix)       Restrictions upon the right to deposit or withdraw the underlying securities
  
Articles 2, 3, 4, 5, 6, 8 and 22
     
(x)        Limitation upon the liability of the depositary
  
Articles 14, 18, 19 and 21
     
3.     Fees and Charges
  
Articles 7 and 8
 
Item 2.
AVAILABLE INFORMATION
 
Statement that SAP AG is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Securities and Exchange Commission. These reports and documents can be inspected by holders of America Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C.
 
  
Article 11
 
 
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PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.
EXHIBITS
 
 
(a)(1)
Form of Amended and Restated Deposit Agreement among SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung as Issuer, Deutsche Bank Trust Company Americas as successor Depositary, and each Owner and Holder from time to time of American Depositary Receipts issued thereunder. Previously filed on November 26, 2004 as an Exhibit to Registration Statement 333-120795 and incorporated herein by reference.
 
 
(a)(2)
Form of Amendment No. 1 to Amended and Restated Deposit Agreement. Filed herewith as Exhibit (a)(2).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. None.
 
 
(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. Not Applicable.
 
 
(d)
Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed on November 26, 2004 as an Exhibit to Registration Statement 333-120795 and incorporated herein by reference.
 
 
(e)
Certification under Rule 466. Filed herewith as Exhibit (e).
 
   
Powers of Attorney for certain officers and directors and the authorized representative of the Company. Previously filed on November 26, 2004, set forth on to the signature page to Registration Statement 333-120795 and incorporated herein by reference.
 
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 American Depositary Receipts, 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 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 American Depositary Receipt thirty days before any change in the fee schedule.
 
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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 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 19th day of December, 2006.
 
     
  Legal entity created by the agreement for the issuance of American Depositary Receipts evidencing American Depositary Shares each representing one Ordinary Share, without nominal value, of SAPAG. 
   
 
Deutsche Bank Trust Company Americas,
as Depositary
 
 		  
 		  
 
  By:   /s/ Jeff Margolick
 
Name: Jeff Margolick
  Title: Director
     
 
 		  
 		  
 
  By:   /s/ Jane Taylor
 
Name: Jane Taylor
  Title: Vice President
 
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Pursuant to the requirements of the Securities Act of 1933, SAP AG certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Walldorf, Germany on March __, 2006.
 
        SAP AG 
         
         
         
By: /s/ Prof. Dr. Henning Kagermann   By: /s/ Dr. Werner Bandt
 
Name: Prof. Dr. Henning Kagermann		    
Name: Dr. Werner Brandt
 
Title: Chairman of the Executive Board and CEO
     Title: Member of the Executive Board and CFO
 
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on December 19, 2006
 
         
By: /s/*Dr. Peter Zencke   By: /s/ Dr. Werner Bandt
 
Name: Dr. Peter Zencke		    
Name: Dr. Werner Brandt
 
Title: Member of the Executive Board
    
Title: Member of the Executive Board and CFO
(Principal Accounting Officer and Financial Officer)
 
         
By: /s/*Prof. Dr. Claus Heinrich   By: /s/ Prof. Dr. Henning Kagermann
 
Name: Prof. Dr. Claus Heinrich		    
Name: Prof. Dr. Henning Kagermann
 
Title: Member of the Executive Board
    
Title: Chairman of the Executive Board and CEO
(Principal Executive Officer)
 
         
      By: /s/*Brad Brubaker
       
Name: Brad Brubaker
 
 
    
Title: Authorized U.S. Representative
 
         
*By: /s/ Dr. Henning Kagermann      
 
Prof. Dr. Henning Kagermann 		     
 
Power-of-Attorney
    
 
 
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INDEX TO EXHIBITS
 
Exhibit Number
    
     
(a)(2)
 
Form of Amendment to Deposit Agreement
 
  
(e)
Rule 466 Certification
  
 
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