Bond Petrobas 6.25% ( XS0718502007 ) in GBP

Petrobas

101.77 % ▲

Brazil

XS0718502007 ( in GBP )

6.25% per year ( payment 1 time a year)

13/12/2026

Prospectus brochure of the bond Petrobras XS0718502007 en GBP 6.25%, maturity 13/12/2026

14/12/2025 ( Today )

Petrobras is a Brazilian multinational corporation and the world's largest producer of offshore oil.

The Bond issued by Petrobas ( Brazil ) , in GBP, with the ISIN code XS0718502007, pays a coupon of 6.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/12/2026

PROSPECTUS SUPPLEMENT
(To Prospectus dated December 11, 2009)
Petrobras International Finance Company
Unconditionally guaranteed by
Petróleo Brasileiro S.A.--Petrobras
(Brazilian Petroleum Corporation--Petrobras)

£700,000,000 6.250% Global Notes due 2026

The 6.250% Global Notes due 2026 (the "notes") are general, unsecured, unsubordinated obligations of Petrobras
International Finance Company, or "PifCo," a wholly-owned subsidiary of Petróleo Brasileiro S.A.-Petrobras, or
"Petrobras." The notes will be unconditionally and irrevocably guaranteed by Petrobras. The notes will mature on
December 14, 2026, and will bear interest at the rate of 6.250% per annum. Interest on the notes is payable on
December 14 of each year, beginning on December 14, 2012.

PifCo will pay additional amounts related to the deduction of certain withholding taxes in respect of certain payments on
the notes. PifCo may redeem, in whole or in part, the notes at any time by paying the greater of the principal amount of the
notes and the "make-whole" amount, plus accrued interest. The notes will also be redeemable without premium prior to
maturity at PifCo's option solely upon the imposition of certain withholding taxes. See "Description of the Notes--
Optional Redemption--Redemption for Taxation Reasons."

________________
PifCo has applied to list the notes on the official list of the Luxembourg Stock Exchange and have them admitted to
trading on the Euro MTF market of the Luxembourg Stock Exchange. This prospectus supplement and accompanying
prospectus dated December 11, 2009 constitute a prospectus for purposes of Luxembourg law dated July 10, 2005 on
Prospectuses for Securities.

________________
See "Risk Factors" on page S-14 to read about factors you should consider before buying the notes offered in this
prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
________________

Per Note
Total
Initial price to the public(1) ........................................................
97.826%
£684,782,000
Underwriting discount ................................................................
0.35%
£2,450,000
Proceeds, before expenses, to PifCo ..........................................
97.476%
£682,332,000
___________________
(1)
Plus accrued interest from December 12, 2011, if settlement occurs after that date.

________________
The underwriters expect to deliver the notes in registered global form only and deposit them with a common depositary for
Euroclear Bank S.A./N.V., as operator of the Euroclear System and Clearstream Banking, société anonyme, on or about
December 12, 2011.
Joint Bookrunners

BB Securities Bradesco BBI Crédit Agricole CIB Deutsche Bank HSBC Santander Global Banking & Markets

Co-managers

Banca IMI Mitsubishi UFJ Securities

December 5, 2011

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

About this Prospectus Supplement ....................................................................................................................................................... S-1
Forward-Looking Statements ................................................................................................................................................................ S-2
Incorporation of Certain Documents by Reference ............................................................................................................................... S-4
Where You Can Find More Information ............................................................................................................................................... S-6
Summary ............................................................................................................................................................................................... S-7
Recent Developments ......................................................................................................................................................................... S-13
Risk Factors ........................................................................................................................................................................................ S-14
Use of Proceeds .................................................................................................................................................................................. S-16
Selected Financial and Operating Information.................................................................................................................................... S-17
Capitalization ...................................................................................................................................................................................... S-19
Description of the Notes ..................................................................................................................................................................... S-21
Clearance and Settlement .................................................................................................................................................................... S-33
Description of the Guaranty ................................................................................................................................................................ S-37
Plan of Distribution ............................................................................................................................................................................. S-44
Taxation .............................................................................................................................................................................................. S-48
Difficulties of Enforcing Civil Liabilities against Non-U.S. Persons ................................................................................................. S-53
Legal Matters ...................................................................................................................................................................................... S-54
Experts ................................................................................................................................................................................................ S-55
Listing and General Information ......................................................................................................................................................... S-56

PROSPECTUS

Page

About This Prospectus .................................................................................................................................................................
2
Forward-Looking Statements .......................................................................................................................................................
3
Petrobras .....................................................................................................................................................................................
4
PifCo ............................................................................................................................................................................................
4
The Securities ..............................................................................................................................................................................
5
Legal Ownership ..........................................................................................................................................................................
5
Description of Debt Securities .....................................................................................................................................................
8
Description of Mandatory Convertible Securities ........................................................................................................................
24
Description of Warrants ...............................................................................................................................................................
25
Description of the Guaranties ......................................................................................................................................................
31
Description of American Depositary Receipts .............................................................................................................................
32
Form of Securities, Clearing and Settlement ...............................................................................................................................
41
Plan of Distribution ......................................................................................................................................................................
46
Expenses of the Issue ...................................................................................................................................................................
47
Experts .........................................................................................................................................................................................
48
Validity of Securities ...................................................................................................................................................................
48
Enforceability of Civil Liabilities ................................................................................................................................................
48
Where You Can Find More Information ......................................................................................................................................
51
Incorporation of Certain Documents by Reference ......................................................................................................................
52

ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms of the notes
PifCo is offering and certain other matters relating to PifCo and Petrobras and their financial condition. The second part, the
accompanying prospectus, gives more general information about securities that PifCo and Petrobras may offer from time to time.
Generally, references to the prospectus mean this prospectus supplement and the accompanying prospectus combined. If the
information in this prospectus supplement differs from the information in the accompanying prospectus, the information in this
prospectus supplement supersedes the information in the accompanying prospectus.

We are responsible for the information contained and incorporated by reference in this prospectus supplement and in any related
free-writing prospectus we prepare or authorize. PifCo and Petrobras have not authorized anyone to give you any other information,
and we take no responsibility for any other information that others may give you. Neither PifCo nor Petrobras is making an offer to
sell the notes in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus
supplement, the accompanying prospectus or any document incorporated by reference is accurate as of any date other than the date of
the relevant document.

We have prepared this prospectus supplement for use solely in connection with the proposed offering of the notes, and it may only
be used for that purpose.

This prospectus supplement is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This prospectus supplement is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity
to which this prospectus supplement relates is available only to relevant persons and will be engaged in only with relevant persons.

In this prospectus supplement, unless the context otherwise requires or as otherwise indicated, references to "Petrobras" mean
Petróleo Brasileiro S.A.-Petrobras and its consolidated subsidiaries taken as a whole, and references to "PifCo" mean Petrobras
International Finance Company, a wholly-owned subsidiary of Petrobras, and its consolidated subsidiaries taken as a whole. Terms
such as "we," "us" and "our" generally refer to both Petrobras and PifCo, unless the context requires otherwise or as otherwise
indicated.

References herein to "reais" or "R$" are to the lawful currency of Brazil. References herein to "U.S. dollars" or "U.S.$" are to the
lawful currency of the United States. References herein to "pounds sterling" or "£" are to the lawful currency of the United Kingdom.

In connection with the offering of the notes, the underwriters are not acting for anyone other than PifCo and will not be responsible
to anyone other than PifCo for providing the protections afforded to their clients for providing advice in relation to the offering.

In connection with the offering of the notes, HSBC Bank plc, the "Stabilizing Manager(s)", (or persons acting on behalf of the
Stabilizing Manager(s)) may over-allot notes or effect transactions with a view to supporting the market price of the notes at a level
higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager(s) (or persons acting on
their behalf of the Stabilizing Manager(s)) will undertake any stabilization action. Any stabilization action may begin on or after the
date on which adequate public disclosure of the final terms of the offer of the notes is made and, if begun, may be ended at any time,
but it must end no later than 30 calendar days after the date on which PifCo received the proceeds of the issue, or no later than 60
calendar days after the date of the allotment of the notes, whichever is the earlier.

S-1

FORWARD-LOOKING STATEMENTS

Many statements made or incorporated by reference in this prospectus supplement are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, or the "Securities Act," and Section 21E of the Securities
Exchange Act of 1934, as amended, or the "Exchange Act," that are not based on historical facts and are not assurances of future
results. Many of the forward-looking statements contained, or incorporated by reference, in this prospectus supplement may be
identified by the use of forward-looking words, such as "believe," "expect," "anticipate," "should," "planned," "estimate" and
"potential," among others. We have made forward-looking statements that address, among other things:

·
our marketing and expansion strategy;

·
our exploration and production activities, including drilling;

·
our activities related to refining, import, export, transportation of petroleum, natural gas and oil products, petrochemicals,
power generation, biofuels and other sources of renewable energy;

·
our projected and targeted capital expenditures and other costs, commitments and revenues;

·
our liquidity and sources of funding;

·
development of additional revenue sources; and

·
the impact, including cost, of acquisitions.

Our forward-looking statements are not guarantees of future performance and are subject to assumptions that may prove incorrect
and to risks and uncertainties that are difficult to predict. Our actual results could differ materially from those expressed or forecast in
any forward-looking statements as a result of a variety of factors. These factors include, among other things:

·
our ability to obtain financing;

·
general economic and business conditions, including crude oil and other commodity prices, refining margins and prevailing
exchange rates;

·
our ability to find, acquire or gain access to additional reserves and to develop our current reserves successfully;

·
global economic conditions;

·
uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered oil and gas reserves;

·
competition;

·
technical difficulties in the operation of our equipment and the provision of our services;

·
changes in, or failure to comply with, laws or regulations;

·
receipt of governmental approvals and licenses;

·
international and Brazilian political, economic and social developments;

·
natural disasters, accidents, military operations, acts of terrorism or sabotage, wars or embargoes;

·
the cost and availability of adequate insurance coverage; and

S-2

·
other factors discussed below under "Risk Factors."

For additional information on factors that could cause our actual results to differ from expectations reflected in forward-looking
statements, please see "Risk Factors" in this prospectus supplement and in documents incorporated by reference in this prospectus
supplement and the accompanying prospectus.

All forward-looking statements attributed to us or a person acting on our behalf are qualified in their entirety by this cautionary
statement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new
information or future events or for any other reason.

S-3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are incorporating by reference into this prospectus supplement the following documents that we have filed with the Securities
and Exchange Commission (SEC):

PifCo

(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on
May 26, 2011.

(2) The PifCo report on Form 6-K containing financial information for the nine-month period ended September 30, 2011, prepared
in accordance with U.S. GAAP, furnished to the SEC on November 22, 2011.

(3) Any future filings of PifCo on Form 20-F made with the SEC after the date of this prospectus supplement and prior to the
completion of the offering of the securities offered by this prospectus supplement, and any future reports of PifCo on Form 6-K
furnished to the SEC during that period that are identified in those forms as being incorporated into this prospectus supplement or the
accompanying prospectus.

Petrobras

(1) The combined Petrobras and PifCo Annual Report on Form 20-F for the year ended December 31, 2010, filed with the SEC on
May 26, 2011.

(2) Reports on Form 6-K/A and Form 6-K furnished by Petrobras to the SEC on the dates indicated below, concerning the
financial condition and results of operations of Petrobras for the nine-month period ended September 30, 2011:

·
Report furnished on November 22, 2011, containing financial statements prepared in accordance with U.S. GAAP as of
September 30, 2011 and for the nine-month periods ended September 30, 2011 and 2010.

·
Report furnished on November 22, 2011, containing our release concerning Petrobras' earnings and financial condition for
the nine months ended September 30, 2011.

(3) Reports on Form 6-K, furnished to the SEC by Petrobras on the dates indicated below, concerning other recent developments in
our business:

·
Report furnished on June 23, 2011, relating to the June 27, 2011 payment of dividends related to the 2011 fiscal year results
in the amount of R$0.12 per common and R$0.12 per preferred shares.

·
Report furnished on July 25, 2011, relating to the approval by Petrobras' board of directors of an advance payment of interest
on capital for the 2011 fiscal year in the amount of R$2,609 million.

·
Report furnished on July 25, 2011, relating to Petrobras' Business Plan for 2011-2015.

·
Report furnished on August 1, 2011, relating to the acquisition of Gas Brasiliano Distribuidora S.A. by Petrobras subsidiary
Petrobras Gás S.A.

·
Report furnished on August 24, 2011, relating to the election of a new member to Petrobras' board of directors and
amendment of Petrobras' by-laws as approved in the Extraordinary General Meeting held on August 23, 2011.

·
Report furnished on August 24, 2011, relating to the August 31, 2011 payment of interest on capital for the 2011 fiscal year
in the amount of R$0.20 per common and R$0.20 per preferred share (R$0.40 per ADR).

S-4

·
Report furnished on September 20, 2011, relating to the operation of the Lula-Mexilhão Gas Pipeline, which connects the
Lula field to the Mexilho platform.

·
Report furnished on October 4, 2011, relating to the resignation of Mr. Fabio Colletti Barbosa from Petrobras' board of
directors.

·
Report furnished on October 31, 2011, relating to the election of a new member to Petrobras' board of directors.

·
Report furnished on October 31, 2011, relating to the November 30, 2011 payment of interest on capital for the 2011 fiscal
year in the amount of R$0.20 per common and R$0.20 per preferred share (R$0.40 per ADR).

(4) Any future filings of Petrobras on Form 20-F made with the SEC after the date of this prospectus supplement and prior to the
completion of the offering of the securities offered by this prospectus supplement, and any future reports of Petrobras on Form 6-K
furnished to the SEC during that period that are identified in those forms as being incorporated into this prospectus supplement or the
accompanying prospectus.

S-5

WHERE YOU CAN FIND MORE INFORMATION

Information that we file with or furnish to the SEC after the date of this prospectus supplement, and that is incorporated by
reference herein, will automatically update and supersede the information in this prospectus supplement. You should review the SEC
filings and reports that we incorporate by reference to determine if any of the statements in this prospectus supplement, the
accompanying prospectus or in any documents previously incorporated by reference have been modified or superseded.

Documents incorporated by reference in this prospectus supplement are available without charge. Each person to whom this
prospectus supplement and the accompanying prospectus are delivered may obtain documents incorporated by reference herein by
requesting them either in writing or orally, by telephone or by e-mail from us at the following address:

Investor Relations Department
Petróleo Brasileiro S.A.-Petrobras
Avenida República do Chile, 65 -- 22nd Floor
20031-912 -- Rio de Janeiro -- RJ, Brazil
Telephone: (55-21) 3224-1510/3224-9947
Email: [email protected]

In addition, you may review copies of the materials we file with or furnish to the SEC without charge, and copies of all or any
portion of such materials can be obtained at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. We also file materials with the SEC electronically. The
SEC maintains an Internet site that contains materials that we file electronically with the SEC. The address of the SEC's website is
http://www.sec.gov.

S-6

SUMMARY

This summary highlights key information described in greater detail elsewhere, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus. This summary is not complete and does not contain all of the information you should
consider before investing in the notes. You should read carefully the entire prospectus supplement, the accompanying prospectus
including "Risk Factors" and the documents incorporated by reference herein, which are described under "Incorporation of Certain
Documents by Reference" and "Where You Can Find More Information."

In this prospectus supplement, unless the context otherwise requires or as otherwise indicated, references to "Petrobras" mean
Petróleo Brasileiro S.A.-Petrobras and its consolidated subsidiaries taken as a whole, and references to "PifCo" mean Petrobras
International Finance Company, a wholly-owned subsidiary of Petrobras, and its consolidated subsidiaries taken as a whole. Terms
such as "we", "us" and "our" generally refer to both Petrobras and PifCo, unless the context requires otherwise or as otherwise
indicated.

PifCo

PifCo is a wholly-owned subsidiary of Petrobras, incorporated under the laws of the Cayman Islands in 1997. PifCo has in the past
engaged in both commercial operations and in financing activities for Petrobras. However, PifCo has recently ceased its commercial
operations altogether and has become a finance subsidiary functioning as a vehicle for Petrobras to raise funds for Petrobras through
the issuance of debt securities in the international capital markets, among other means.

As part of its transition into a finance subsidiary of Petrobras, on August 12, 2011, PifCo transferred to Petrobras International
Braspetro B.V. PIB B.V., also a subsidiary of Petrobras, two of its wholly-owned subsidiaries, Petrobras Europe Limited, or PEL, a
United Kingdom company that acts as an agent and advisor in connection with Petrobras' activities in Europe, the Middle East, the
Far East and Africa and Petrobras Singapore Private Limited, or PSPL, a company incorporated in Singapore to trade crude oil and oil
products in connection with our trading activities in Asia. In addition, on September 1, 2011, PifCo terminated the financing program
carried out by its subsidiary Petrobras Finance Limited, or PFL, a Cayman Islands company that carries out a financing program
supported by future sales of fuel oil. PifCo expects to continue its insurance-related activities through its wholly-owned subsidiary
Bear Insurance Company, or BEAR, a Bermuda company that contracts insurance for Petrobras and its subsidiaries. Petrobras will
continue to support PifCo's debt obligations through unconditional and irrevocable guaranties of payment.

PifCo's principal executive office is located at Harbour Place, 103 South Church Street, 4th Floor P.O. Box 1034GT-BWI, George
Town, Grand Cayman, Cayman Islands, and its telephone number is (55-21) 3487-2375.

Petrobras

Petrobras is one of the world's largest integrated oil and gas companies, engaging in a broad range of oil and gas activities.
Petrobras is a sociedade de economia mista, organized and existing under the laws of Brazil. For the year ended December 31, 2010,
and the nine-month period ended September 30, 2011, Petrobras had sales of U.S.$150.9 billion and U.S.$138.0 billion, net operating
revenues of U.S.$120.1 billion and U.S.$109.8 billion and net income of U.S.$19.2 billion and U.S.$17.0 billion, respectively.
Petrobras engages in a broad range of activities, which cover the following segments of its operations:

·
Exploration and Production. This is our principal business segment, and encompasses oil and natural gas exploration,
development and production activities in Brazil, sales and transfers of crude oil in domestic and foreign markets, transfers of
natural gas to the Gas and Power segment and sales of oil products produced at natural gas processing plants. According to
the National Petroleum, Natural Gas and Biofuels Agency, or ANP, we were responsible for approximately 90.6% of Brazil's
total production of oil and natural gas as of September 30, 2011.

·
Refining, Transportation and Marketing. This segment comprises Petrobras' downstream activities in Brazil, including
refining, logistics, transportation, export and purchase of crude oil, as well as the purchase and sale of oil products and
ethanol. Additionally, this segment includes the petrochemical division, which includes investments in domestic
petrochemical companies. As of September 30, 2011, we operated 92% of Brazil's total refining capacity, according to the
ANP.

S-7