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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 2/01/07  Votorantim Pulp & Paper Inc       20-F        1/31/07   22:906                                    PR Newswire/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML  1,976K 
 2: EX-4.1.1    Instrument Defining the Rights of Security Holders  HTML  1,011K 
 3: EX-4.1.2    Instrument Defining the Rights of Security Holders  HTML     66K 
 4: EX-4.1.3    Instrument Defining the Rights of Security Holders  HTML     40K 
 5: EX-4.1.3A   Instrument Defining the Rights of Security Holders  HTML    136K 
 6: EX-4.2.1    Instrument Defining the Rights of Security Holders  HTML    101K 
 7: EX-4.2.2    Instrument Defining the Rights of Security Holders  HTML    768K 
 8: EX-4.2.3    Instrument Defining the Rights of Security Holders  HTML     73K 
 9: EX-4.2.4    Instrument Defining the Rights of Security Holders  HTML     92K 
10: EX-4.3.1    Instrument Defining the Rights of Security Holders  HTML    109K 
11: EX-4.3.2    Instrument Defining the Rights of Security Holders  HTML    787K 
12: EX-4.3.3    Instrument Defining the Rights of Security Holders  HTML     70K 
13: EX-4.3.4    Instrument Defining the Rights of Security Holders  HTML     98K 
14: EX-4.4.1    Instrument Defining the Rights of Security Holders  HTML    127K 
15: EX-4.4.2    Instrument Defining the Rights of Security Holders  HTML    748K 
16: EX-4.4.3    Instrument Defining the Rights of Security Holders  HTML     76K 
17: EX-4.4.4    Instrument Defining the Rights of Security Holders  HTML     87K 
18: EX-4.5      Instrument Defining the Rights of Security Holders  HTML    156K 
19: EX-12.1     Statement re: Computation of Ratios                 HTML     16K 
20: EX-12.2     Statement re: Computation of Ratios                 HTML     16K 
21: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     10K 
22: EX-13.2     Annual or Quarterly Report to Security Holders      HTML      9K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 20-F

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

The number of outstanding shares of each class of stock of Votorantim Celulose e Papel S.A. as of December 31, 2006.

          Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

          If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. 

          Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

          Indicate by check mark which financial statement item the registrant has elected to follow.

          If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

TABLE OF CONTENTS

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INTRODUCTION

          All references in this annual report to:

          As used in this annual report, one hectare equals approximately 2.471 acres and one kilometer equals approximately 0.621 miles.  References in this annual report to nominal production capacity or production capacity mean annual projected capacity for which the facility was designed, with the facility operating under optimal conditions, 24 hours a day, for 365 days a year and subject to reductions in rates of production for scheduled maintenance only.  Actual production capacity will vary depending on operating conditions, the grades of pulp or paper produced and other factors.

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          The commercial selling rate is used in this annual report rather than the noon buying rate in New York City as reported by the Federal Reserve Bank of New York because the noon buying rate was not consistently reported for reais during the periods shown in this annual report.  See “Item 3—Key Information—Selected Financial Data—Exchange Rates” for information regarding exchange rates applicable to the Brazilian currency since 2002.

          We have prepared our consolidated financial statements included in this annual report in conformity with generally accepted accounting principles in the United States, or U.S. GAAP.  Our reporting currency in this annual report for all periods is the U.S. dollar.

          We make statements in this annual report about our competitive position and market share in, and the market size of, the pulp and paper industry.  We have made these statements on the basis of statistics and other information from third-party sources that we believe are reliable.  We derive this third-party information principally from reports published by BRACELPA — Associação Brasileira de Celulose e Papel (the Brazilian Association of Pulp and Paper), and Valois Vision, which is a monthly report on the pulp markets.  Although we have no reason to believe that any of this information or these reports are inaccurate in any material respect, we have not independently verified the competitive position, market share, market size or market growth data provided by third parties or by industry or general publications. 

FORWARD-LOOKING STATEMENTS

          This annual report includes forward-looking statements, principally in “Item 3D—Key Information—Risk Factors,” “Item 4B—Information on VCP—Business Overview” and “Item 5—Operating and Financial Review and Prospects.”  We have based these forward-looking statements largely on our current expectations about future events and financial trends affecting our business.  These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things:

          The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward-looking statements.  We undertake no obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.  In light of these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not occur.  Our actual results and performance could differ substantially from those anticipated in our forward-looking statements.

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  PART I

  ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

          Not applicable.

  ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

          Not applicable.

  ITEM 3.  KEY INFORMATION

A.  Selected Financial Data

          We maintain our books and records in reais, which are the basis for our statutory financial statements, prepared as prescribed under Law No. 6,404/76, as amended, known as the Brazilian corporate law, and used to determine income taxes and mandatory minimum dividend calculations.  The statutory financial statements (not included in this annual report) are prepared in accordance with accounting practices adopted in Brazil, or Brazilian GAAP, which are based on the Brazilian corporate law, the rules and regulations of the CVM, and the accounting standards issued by the Instituto dos Auditores Independentes do Brasil, the Brazilian Institute of Independent Accountants, or IBRACON.  We have also prepared consolidated balance sheets at December 31, 2006 and 2005 and the related consolidated statements of income, cash flows and changes in shareholders’ equity for the years ended December 31, 2006, 2005 and 2004, all stated in U.S. dollars in accordance with U.S. GAAP.  Our U.S. GAAP financial statements are included in this annual report.  The selected financial information at and for the years ended December 31, 2006, 2005, 2004, 2003 and 2002 are derived from our U.S. GAAP financial statements audited by PricewaterhouseCoopers Auditores Independentes, São Paulo, Brazil. 

          The following table presents a summary of our selected financial data at the dates and for each of the periods indicated.  You should read the following information together with our financial statements, including the notes thereto, included elsewhere in this annual report.

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