Obbligazione Petromex 5.5% ( US71656MAN92 ) in USD

Emittente Petromex
Prezzo di mercato 100 USD  ▲ 
Paese  Messico
Codice isin  US71656MAN92 ( in USD )
Tasso d'interesse 5.5% per anno ( pagato 2 volte l'anno)
Scadenza 27/06/2044 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Pemex US71656MAN92 in USD 5.5%, scaduta


Importo minimo 10 000 USD
Importo totale 1 000 000 000 USD
Cusip 71656MAN9
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Ba3 ( Non-investment grade speculative )
Descrizione dettagliata PEMEX è una compagnia petrolifera statale messicana, tra le più grandi al mondo.

The Obbligazione issued by Petromex ( Mexico ) , in USD, with the ISIN code US71656MAN92, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 27/06/2044

The Obbligazione issued by Petromex ( Mexico ) , in USD, with the ISIN code US71656MAN92, was rated Ba3 ( Non-investment grade speculative ) by Moody's credit rating agency.

The Obbligazione issued by Petromex ( Mexico ) , in USD, with the ISIN code US71656MAN92, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.








FINAL TERMS NO. 3
(To Offering Circular dated January 31, 2014)


Petróleos Mexicanos
(A Public-Sector Entity of the Federal Government of the United Mexican States)
U.S. $1,500,000,000 5.50% Bonds due 2044
Issued Under U.S. $42,000,000,000 Medium-Term Notes Program, Series C
jointly and severally guaranteed by
Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica
The payment of principal of and interest on the 5.50% Bonds due 2044 (the "Bonds") will be unconditionally and irrevocably guaranteed jointly
and severally by Pemex-Exploración y Producción, Pemex-Refinación and Pemex-Gas y Petroquímica Básica (each a "Guarantor" and, collectively,
the "Guarantors"), each of which is a public-sector entity of the Federal Government (the "Mexican Government") of the United Mexican States
("Mexico"). The Bonds will constitute a further issuance of the outstanding 5.50% Bonds due 2044, which were originally issued on June 26, 2012
in the principal amount of U.S.
$1,750,000,000 and were subsequently reopened on October
19, 2012 in the principal amount of
U.S. $1,000,000,000. The payment obligations of the Issuer (as defined below) under the Bonds, and the payment obligations of the Guarantors
under their respective guaranties of the Bonds, will at all times rank equally with each other and with all other present and future unsecured and
unsubordinated public external indebtedness of the Issuer or such Guarantor. Neither the Bonds nor the obligations of the Guarantors constitute
obligations of, or are guaranteed by, the Mexican Government or Mexico.
Petróleos Mexicanos (the "Issuer" and, together with the Guarantors and their consolidated subsidiaries, "PEMEX"), a public-sector entity of
the Mexican Government, will pay interest on the Bonds on June 27 and December 27 of each year, commencing on December 27, 2014. Unless
previously redeemed or purchased and cancelled, the Bonds will mature at their principal amount on June 27, 2044. The Bonds are subject to
redemption in whole, at par, at the option of the Issuer, at any time, in the event of certain changes affecting Mexican taxes as described under
"Description of Notes--Redemption--Tax Redemption" in the accompanying Offering Circular dated January 31, 2014 (the "Offering Circular"). In
addition, the Issuer may redeem the Bonds in whole or in part, at any time, by paying the principal amount of the Bonds plus a "make-whole" amount
plus accrued interest. See "Description of Bonds--Redemption at the option of the Issuer (other than tax redemption)" in this Final Terms. The
Issuer has applied to list the Bonds on the Luxembourg Stock Exchange and to have the Bonds trade on the Euro MTF market of the Luxembourg
Stock Exchange.
The Bonds will contain provisions regarding acceleration and future modifications to their terms that differ from those applicable to certain of
the Issuer's and the Guarantors' other outstanding public external indebtedness issued prior to October 2004. Under these provisions, which are
commonly referred to as "collective action clauses" and are described under "Description of Notes--Modification and Waiver" in the Offering
Circular, in certain circumstances, the Issuer may amend the payment and certain other provisions of the Bonds with the consent of the holders of
75% of the aggregate principal amount of the Bonds.
The portion of the Bonds that is offered and sold outside the United States of America in accordance with Regulation S ("Regulation S") under
the Securities Act (as defined below) will be fully fungible with the Issuer's outstanding 5.50% Bonds due 2044 originally sold in accordance with
Regulation S and issued on October 19, 2012, as of the Consolidation Date (as defined below).
The Issuer has agreed to file an exchange offer registration statement or, under specified circumstances, a shelf registration statement, pursuant
to an exchange and registration rights agreement with respect to its offer to exchange (the "Exchange Offer") the Bonds for Exchange Bonds (as
defined below). Following the consummation of the Exchange Offer, the Exchange Bonds will be fungible with the 5.50% Bonds due 2044 (CUSIP
No. 71654QBE1 and ISIN No. US71654QBE17) originally issued by the Issuer in the exchange offers commenced by the Issuer on July 23, 2012
and July 25, 2013, approximately U.S. $2,745,000,000 of which are outstanding on the date hereof. If the Issuer fails to comply with specified
obligations under the exchange and registration rights agreement, it will pay additional interest to the holders of the Bonds.
Investing in the Bonds involves risks. See "Risk Factors" beginning on page 10 of the Offering Circular, as supplemented by the
"Supplemental Risk Factors" set forth on page S-13 of this Final Terms.
______________
The Bonds have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any state securities laws
and are being offered and sold only (a) to "Qualified Institutional Buyers," as defined in Rule 144A ("Rule 144A") under the Securities Act
in compliance with Rule 144A and (b) outside the United States of America (the "United States") in accordance with Regulation S under the
Securities Act. For a description of certain restrictions on resale and transfer of the Bonds, see "Plan of Distribution" in this Final Terms
and "Notice to Investors" and "Offering and Sale" in the Offering Circular.
The Bonds have not been and will not be registered with the National Securities Registry maintained by the Mexican National Banking
and Securities Commission ("CNBV"), and therefore may not be offered or sold publicly in Mexico. The Bonds may be offered and sold to
qualified and institutional investors in Mexico, pursuant to the private placement exemption set forth under Article 8 of the Mexican
Securities Market Law. As required under the Mexican Securities Market Law, the Issuer will give notice to the CNBV of the offering of the
Bonds under the terms set forth herein. Such notice will be submitted to the CNBV to comply with the Mexican Securities Market Law, and
for informational purposes only. The delivery to, and receipt by, the CNBV of such notice does not certify the solvency of the Issuer or the
Guarantors, the investment quality of the Bonds, or that the information contained in the Offering Circular and this Final Terms is accurate
or complete. The Issuer and the Guarantors have prepared the Offering Circular and this Final Terms and are solely responsible for their
content, and the CNBV has not reviewed or authorized such content.
ANY OFFER OR SALE OF BONDS IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH
HAS IMPLEMENTED THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) MUST BE ADDRESSED TO
QUALIFIED INVESTORS (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
(cover continues on following page)


(continuation of cover)

______________
Issue Price of the Bonds: 101.895% plus accrued interest from and including June 27, 2014 to but not including October 15, 2014, the
expected delivery date.
____________


The Managers expect to deliver the Bonds on or about October 15, 2014.

Joint Lead Managers and Joint Bookrunners

BofA Merrill Lynch
Credit Agricole CIB
J.P. Morgan

October 6, 2014


S-2



This Final Terms is supplemental to the Offering Circular. This document should be read in
conjunction with the Offering Circular and all information incorporated therein by reference. Information
contained in this Final Terms updates and/or revises comparable information contained in the Offering
Circular. Terms defined in the Offering Circular have the same meaning when used in this Final Terms.
You should rely only on the information contained in this Final Terms and the Offering Circular.
None of the Issuer or the Guarantors has authorized anyone to provide you with different information. None
of the Issuer, the Guarantors or the Managers (as defined below in "Plan of Distribution") is making an offer
of these Bonds in any jurisdiction where the offer is not permitted. You should not assume that the
information contained in this Final Terms and the Offering Circular is accurate as of any date other than the
dates on the front of this Final Terms and the Offering Circular.
_______________________
TABLE OF CONTENTS


Final Terms No. 3
Page
Description of Bonds ................................................................................................................................................... S-6
Exchange Offer; Registration Rights ......................................................................................................................... S-11
Supplemental Risk Factors ........................................................................................................................................ S-13
Supplemental Description of Bonds .......................................................................................................................... S-17
Recent Developments ................................................................................................................................................ S-18
Plan of Distribution ................................................................................................................................................... S-20
Validity of the Bonds ................................................................................................................................................. S-26
General Information .................................................................................................................................................. S-27

_______________________
This Final Terms and the Offering Circular have been prepared by the Issuer solely for use in
connection with the proposed offering of the Bonds.
S-3



The Managers make no representation or warranty, express or implied, as to the accuracy or the
completeness of the information contained in this Final Terms and the Offering Circular. Nothing in this
Final Terms or the Offering Circular is, or shall be relied upon as, a promise or representation by the
Managers as to the past or future. The Issuer has furnished the information contained in this Final Terms
and in the Offering Circular.
Neither the United States Securities and Exchange Commission (the "Commission"), any state
securities commission, nor any other U.S. regulatory authority, has approved or disapproved the Bonds nor
have any of the foregoing authorities passed upon or endorsed the merits of this Final Terms or the Offering
Circular. Any representation to the contrary is a criminal offense.
No representation or warranty is made or implied by the Managers or any of their respective
affiliates, and neither the Managers nor any of their respective affiliates makes any representation or
warranty, or accepts any responsibility, as to the accuracy or completeness of the information contained in
the Offering Circular, as supplemented by this Final Terms. Neither the delivery of the Offering Circular
nor this Final Terms nor the offering, sale or delivery of any Bond shall, in any circumstances, create any
implication that the information contained in the Offering Circular, as supplemented by this Final Terms, is
true subsequent to the date hereof or that there has been no adverse change in the financial situation of the
Issuer or the Guarantors since the date hereof or that any other information supplied in connection with the
U.S. $42,000,000,000 Medium-Term Notes Program, Series C, is correct at any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
In making an investment decision, prospective investors must rely on their own examination of the
Issuer, the Guarantors and the terms of the offering, including the merits and risks involved. Prospective
investors should not construe anything in this Final Terms or the Offering Circular as legal, business or tax
advice. Each prospective investor should consult its own advisors as needed to make its investment decision
and to determine whether it is legally permitted to purchase the Bonds under applicable legal investment or
similar laws or regulations. Investors should be aware that they may be required to bear the financial risks
of this investment for an indefinite period of time.
This Final Terms and the Offering Circular contain summaries believed to be accurate with respect
to certain documents, but reference is made to the actual documents for complete information. All such
summaries are qualified in their entirety by such references. Copies of documents referred to herein will be
made available to prospective investors upon request to the Issuer or the Managers.
Neither this Final Terms nor the Offering Circular constitutes an offer of, or an invitation by or on
behalf of the Issuer or the Guarantors to subscribe for or purchase any of the Bonds. The distribution of this
Final Terms and the Offering Circular and the offering of the Bonds in certain jurisdictions may be
restricted by law. Persons into whose possession this Final Terms and the Offering Circular come are
required by the Issuer, the Guarantors and the Managers to inform themselves about and to observe any
such restrictions. For a description of certain further restrictions on offers and sales of the Bonds and
distribution of this Final Terms and the Offering Circular, see "Plan of Distribution" in this Final Terms and
"Offering and Sale" in the Offering Circular.
All references in this Final Terms to "U.S. dollars," "USD" or "U.S. $" are to the lawful currency of
the United States and all references to "pesos" or "Ps." are to the lawful currency of Mexico.
In connection with the issue of the Bonds, J.P. Morgan Securities LLC (the "Stabilizing Manager(s)")
(or any person acting on behalf of the Stabilizing Manager(s)) may over-allot Bonds or effect transactions
with a view to supporting the market price of the Bonds at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilizing Manager(s) (or any person acting on behalf of
the Stabilizing Manager(s)) will undertake 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 Bonds is made and, if
begun, may be discontinued at any time. Stabilization activities in the United Kingdom, if any, must be
brought to an end no later than the earlier of 30 days after the issue date of the Bonds or no later than 60
days after the date of the allotment of the Bonds. Any stabilization action or over-allotment must be
conducted by the Stabilizing Manager(s) (or any person acting on behalf of the Stabilizing Manager(s)) in
accordance with all applicable laws and rules.


S-4



_______________________
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE
CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY
WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL
TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE
MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
_______________________
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Final Terms has been prepared on the basis that any offer of Bonds in any Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to
publish a prospectus for offers of Bonds. Accordingly, any person making or intending to make an offer in
that Relevant Member State of Bonds which are the subject of the offering contemplated in this Final Terms
may only do so in circumstances in which no obligation arises for the Issuer, the Guarantors or any of the
Managers to publish a prospectus pursuant to Article 3 of the Prospectus Directive, in relation to such offer.
Neither the Issuer, the Guarantors, nor the Managers have authorized, nor do they authorize, the making of
any offer of Bonds in circumstances in which an obligation arises for the Issuer, the Guarantors or the
Managers to publish a prospectus for such offer. Neither the Issuer, the Guarantors nor the Managers have
authorized, nor do they authorize, the making of any offer of Bonds through any financial intermediary,
other than offers made by the Managers, which constitute the final placement of the Bonds contemplated in
this Final Terms. The expression Prospectus Directive means Directive 2003/71/EC (and amendments
thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member
State), and includes any relevant implementing measure in the Relevant Member State, and the expression
"2010 PD Amending Directive" means Directive 2010/73/EU.
_______________________
NOTICE TO INVESTORS IN THE UNITED KINGDOM
This communication is only being distributed to and is only directed at persons who (i) are outside
the United Kingdom or (ii) 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 (the "Order")
or (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated
associations etc.) of the Order 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"). The Bonds are only
available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Bonds
will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely
on this document or any of its contents.
S-5



DESCRIPTION OF BONDS
The following items under this heading "Description of Bonds" are the particular terms which relate to the
Bonds that are the subject of this Final Terms.
1.
Series No.:
3

2.
Principal Amount:
U.S. $1,500,000,000

3.
Fungibility with other Bonds:
The Bonds will constitute a further issuance of the outstanding
5.50% Bonds due 2044, which were originally issued on June 26,
2012 in the principal amount of U.S. $1,750,000,000 and were
subsequently reopened on October 19, 2012 in the principal
amount of U.S. $1,000,000,000. On or after the 40th day after the
later of the commencement of this offering and the issue date (the
"Consolidation Date"), the portion of the Bonds that is offered
and sold outside the United States in accordance with Regulation
S under the Securities Act will be fully fungible with the Issuer's
outstanding 5.50% Bonds due 2044 originally issued on
October 19, 2012 and originally represented by a Regulation S
Global Bond (CUSIP No. 71656MAN9 and
ISIN No. US71656MAN92), approximately U.S. $5,000,000
principal amount of which is outstanding on the date hereof.

In addition, following the consummation of the Exchange Offer,
the Exchange Bonds (as defined below) issued pursuant to the
Exchange Offer (or a shelf registration statement in lieu thereof)
will be fully fungible with the 5.50% Bonds due 2044
(CUSIP No. 71654QBE1 and ISIN No. US71654QBE17)
originally issued by the Issuer in the exchange offers commenced
by the Issuer on July 23, 2012 and July 25, 2013 (the "Original
Exchange Bonds"). Approximately U.S. $2,745,000,000 of the
Original Exchange Bonds are outstanding on the date hereof.

4.
Issue Price:
101.895%, plus accrued interest of U.S. $24,750,000 from and
including June 27, 2014 to but not including October 15, 2014,
the expected delivery date

5.
Issue Date:
October 15, 2014
6.
Form of Bonds:
Registered Bonds
The Bonds are to be issued pursuant to the indenture dated
January 27, 2009 (the "Indenture") between the Issuer and
Deutsche Bank Trust Company Americas (the "Trustee"), as
supplemented by (i) the first supplemental indenture (the "First
Supplemental Indenture") dated as of June 2, 2009 among the
Issuer, the Trustee and Deutsche Bank AG, London Branch,
(ii) the second supplemental indenture (the "Second
Supplemental Indenture") dated as of October 13, 2009 among
the Issuer, the Trustee, Credit Suisse AG and BNP Paribas
(Suisse) S.A., (iii) the third supplemental indenture (the "Third
Supplemental Indenture") dated as of April 10, 2012 among the
Issuer, the Trustee and Credit Suisse AG, (iv) the fourth
supplemental indenture (the "Fourth Supplemental Indenture")
dated as of June 24, 2014 between the Issuer and the Trustee and
(v) the fifth supplemental indenture (the "Fifth Supplemental
Indenture") to be dated October 15, 2014 between the Issuer and
the Trustee. See "Supplemental Description of Bonds" below.
S-6



7.
Authorized Denomination(s):
U.S. $10,000 and integral multiples of U.S. $1,000 in excess
thereof
8.
Specified Currency:
U.S. dollars
9.
Stated Maturity Date:
June 27, 2044

10.
Interest Basis:
Fixed Rate Bonds
11.
Interest Commencement Date (if

different from the Issue Date):
N/A
12.
Fixed Rate Bonds:


(a)
Interest Rate:
5.50% per annum, payable semi-annually in arrears


(b)
Interest Payment Date(s):
June 27 and December 27 of each year, commencing on
December 27, 2014


(c)
Fixed Rate Day Count

Fraction:
30/360
13.
Discount Bonds:
No
14.
Redemption at the option of the Issuer

(other than tax redemption):
The Issuer will have the right at its option to redeem the Bonds,
in whole or in part, at any time or from time to time prior to their
maturity, at a redemption price equal to the principal amount
thereof, plus the Make-Whole Amount (as defined below), plus
accrued interest on the principal amount of the Bonds to be
redeemed to the date of redemption. "Make-Whole Amount"
means the excess of (i) the sum of the present values of each
remaining scheduled payment of principal and interest on the
Bonds to be redeemed (exclusive of interest accrued to the date of
redemption), discounted to the redemption date on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Rate plus 50 basis points over
(ii) the principal amount of such Bonds.


"Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to
maturity or interpolated maturity of the Comparable Treasury
Issue (as defined below), assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price (as defined below) for
such redemption date.


"Comparable Treasury Issue" means, the United States Treasury
security or securities selected by an Independent Investment
Banker (as defined below) as having an actual or interpolated
maturity comparable to the remaining term of the Bonds that
would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate
debt securities of a comparable maturity to the remaining term of
the Bonds.


"Independent Investment Banker" means one of the Reference
Treasury Dealers (as defined below) appointed by the Issuer.
S-7




"Comparable
Treasury
Price"
means, with respect to any
redemption date, the average of the Reference Treasury Dealer
Quotations (as defined below) for such redemption date.


"Reference Treasury Dealer" means each of Barclays Capital
Inc., J.P. Morgan Securities LLC, Santander Investment
Securities Inc. and Banco Bilbao Vizcaya Argentaria, S.A. or
their affiliates which are primary United States government
securities dealers, and their respective successors; provided that if
any of the foregoing shall cease to be a primary United States
government securities dealer in the City of New York (a "Primary
Treasury Dealer"), the Issuer will substitute therefor another
Primary Treasury Dealer.


"Reference Treasury Dealer Quotation" means, with respect to
each Reference Treasury Dealer and any redemption date, the
average, as determined by the Trustee, of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the
Trustee by such Reference Treasury Dealer at 3:30 p.m. New
York City time on the third business day preceding such
redemption date.
15.
Repayment at the option of the

holders:
No
16.
Indexed Bonds:
No
17.
Registration Rights; Exchange Offer:
Pursuant to an exchange and registration rights agreement to be
entered into among the Issuer and the Managers (the
"Registration Rights Agreement"), the Issuer will agree to use its
best efforts to (a) file with the Commission a registration
statement (an "Exchange Offer Registration Statement") on an
appropriate form under the Securities Act, with respect to its
Exchange Offer to exchange the Bonds for new 5.50% bonds due
2044 of the Issuer ("Exchange Bonds") with terms substantially
identical to the Bonds (subject to certain exceptions), on or before
September 30, 2015, (b) have such registration statement declared
effective under the Securities Act on or before March 1, 2016 and
(c) consummate the Exchange Offer on or before April 5, 2016.
In the event that applicable law, regulation or policy of the
Commission does not allow the consummation of the Exchange
Offer, or upon the occurrence of certain other conditions, the
Issuer will use its best efforts to file a "shelf" registration
statement covering resales of the Bonds by the holders thereof;
provided that the Issuer shall not be required to file a "shelf"
registration statement during any period prior to August 1 or after
September 30 of any calendar year. With respect to any Bonds, if
a Registration Default (as defined herein) relating to the filing or
declaration of effectiveness of a registration statement or the
related Exchange Offer occurs, the per annum interest rate on all
outstanding Bonds or, in the case of all other Registration
Defaults, the per annum interest rate on the Bonds to which such
Registration Default relates, will increase by 0.25% per annum
with respect to each 90-day period during the existence of such
failure, until all Registration Defaults are cured, up to an
aggregate maximum of 1.00% per annum over the interest rate
shown on the cover page of this Final Terms; provided that any
such additional interest on the Bonds will cease to accrue on the
later of (i) the date on which such Bonds become freely
S-8



transferable pursuant to Rule 144 under the Securities Act and (ii)
the date on which the Barclays Capital Inc. U.S. Aggregate Bond
Index is modified to permit the inclusion of freely transferable
securities that have not been registered with the Commission.
See "Exchange Offer; Registration Rights" below.
18.
Additional provisions relating to the

Bonds:
The Issuer reserves the right to increase the size of the issue of
the Bonds, or from time to time, without the consent of the
holders of the Bonds, create and issue further securities having
substantially the same terms and conditions thereof, except for
the Issue Price, Issue Date and amount of the first payment of
interest, which additional securities may be consolidated and
form a single series with the Bonds; provided that such additional
securities do not have, for purposes of U.S. federal income
taxation, a greater amount of original issue discount than the
Bonds have on the date of issue of such additional securities.

19.
Ranking of the Bonds:
The payment obligations of the Issuer under the Bonds, and the
payment obligations of the Guarantors under their respective
guaranties of the Bonds, will at all times rank equally with each
other and with all other present and future unsecured and
unsubordinated public external indebtedness of the Issuer or such
Guarantor.

Other Relevant Terms

20.
Listing/Trading:
Listing: Luxembourg Stock Exchange
Trading: Euro MTF market of the Luxembourg Stock Exchange
21.
Syndicated: Yes
22.
If Syndicated:


(a) Lead Managers:
Credit Agricole Securities (USA) Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated


(b) Stabilizing Manager:
J.P. Morgan Securities LLC
23.
Identity of Managers:
See "Plan of Distribution" below

24.
Listing Agent:
KBL European Private Bankers S.A.
25.
Provisions for Registered Bonds:


(a)
Rule 144A eligible:
Yes

(b)
Regulation S Global Bond

deposited with or on behalf of
DTC:
Yes

(c)
Restricted Global Bond

deposited with or on behalf of
DTC:
Yes

(d)
Regulation S Global Bond

deposited with Common

S-9



Depositary: No
26.
Codes:

(a)
Common Code:
108510285 (Restricted Global Bond)
108510528 (Regulation S Global Bond--Before the
Consolidation Date)
084620238 (Regulation S Global Bond--After the
Consolidation Date)

(b)
ISIN:
US71656LBB62 (Restricted Global Bond)
US71656MBB46 (Regulation S Global Bond--Before the
Consolidation Date)
US71656MAN92 (Regulation S Global Bond--After the
Consolidation Date)

(c)
CUSIP:
71656LBB6 (Restricted Global Bond)
71656MBB4 (Regulation S Global Bond--Before the
Consolidation Date)
71656MAN9 (Regulation S Global Bond--After the
Consolidation Date)
27.
Use of Proceeds (if different from

Offering Circular):
The Issuer intends to use the net proceeds from the issuance of
the Bonds offered hereby to (i) redeem the aggregate principal
amount outstanding of each of the Issuer's 5.750% Notes due
2015 and 4.875% Notes due 2015, an amount equal to
approximately U.S. $1,734,915,000, and (ii) finance PEMEX's
investment program and working capital needs.
28.
Further Information:
For purposes of this Final Terms, all references in the Offering
Circular to "Notes" shall be deemed to include, where applicable,
the Bonds described herein, and the terms "Fixed Rate Bonds,"
"Discount Bonds," "Indexed Bonds," "Registered Bonds,"
"Restricted Global Bond" and "Regulation S Global Bond" shall
have the respective meanings assigned to the terms "Fixed Rate
Notes," "Discount Notes," "Indexed Notes," "Registered Notes,"
"Restricted Global Note" and "Regulation S Global Note,"
respectively, in the Offering Circular.

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