Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

MINUTES OF THE EXTRAORDINARY MEETING

The Board of Directors of Petróleo Brasileiro S.A. – PETROBRAS summoned Shareholders to an Extraordinary General Meeting held on May 5, 2006, at 3:00 pm in the auditorium of the Company's head office building at Av. República do Chile, nº 65, 1st floor, in the City of Rio de Janeiro (RJ), which deliberated upon and approved the following agenda item:

I. Amendment of the Minutes of the Extraordinary and Ordinary General Meetings held on April 3rd, 2006, concerning the election of the Fiscal Council members and respective substitutes indicated by the preferred shareholders. Mrs. Lúcia Maria de Oliveira Falcón, having as substitute Mr. Celso Barreto Grandson, was proclaimed and reelected by preferred shareholders, on a separate ballot, as a member of the Fiscal Council of the Company with a mandate of 1 (one) year, permitting re-election.

Rio de Janeiro, May 5, 2006.

Almir Guilherme Barbassa
CFO and Investor Relations Director of Petrobras

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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually oc cur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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