Metrogas Inc - Amended Annual and Transition Report (foreign private issuer) (20-F/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007

Commission file number 1-12796

METROGAS S.A.
(Exact name of Registrant as specified in its charter)

METROGAS Inc.
(Translation of Registrant's name into English)

Republic of Argentina
(Jurisdiction of incorporation or organization)

Gregorio Araoz de Lamadrid 1360
(1267) Buenos Aires, Argentina
(Address of principal executive offices)

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

Title of each class	Name of each exchange on which registered
American Depositary Shares, Representing Class B Ordinary Shares	New York Stock Exchange
Class B Ordinary Shares, nominal value Ps1.00 per share	Buenos Aires Stock Exchange

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 of the classes of capital or common stock of the registrant as of the close
of the period covered by the annual report:

Class A Ordinary Shares, nominal value Ps.1.00 per share: 290,277,316
Class B Ordinary Shares, nominal value Ps.1.00 per share: 221,976,771
Class C Ordinary Shares, nominal value Ps.1.00 per share: 56,917,121

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

¨ Yes þ No

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

¨ Yes þ No

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.

þ Yes ¨ No

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:

¨ Large accelerated filer ¨ Accelerated filer þ Non -accelerated filer

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

¨ U.S. GAAP

¨ International Financial Reporting Standards as issued by the International Accounting Standards Board

þ Other

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

¨ Item 17 þ Item 18

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

¨ Yes

þ No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

¨ Yes ¨ No

EXPLANATORY NOTE

This Amendment No. 1 to the annual report on Form 20-F of MetroGAS S.A. that was originally filed on June 27, 2008 (the "2007 Form 20-F"), is being filed solely for the purpose of including as exhibits (i) the Section 302 Certification of the Chief Executive Officer, (ii) the Section 302 Certification of the Chief Financial Officer, (iii) the Section 906 Certification of the Chief Executive Officer, and (iv) the Section 906 Certification of the Chief Financial Officer, each attached hereto as Exhibits 12.1, 12.2, 13.1 and 13.2, respectively and each of which were inadvertantly omitted from the 2007 Form 20-F as initially filed. Therefore, this Form 20-F/A consists solely of a cover page, this explanatory note, a signature page, and Exhibits 12.1, 12.2, 13.1 and 13.2.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.

METROGAS S.A.

By: /s/ Andrés Cordero
Name: Andrés Cordero
Title: Chief Executive Officer

Date: June 27, 2008