Obligation Venezuella 7% ( XS0214851874 ) en EUR

Venezuella

100 % ▲

Venezuela

XS0214851874 ( en EUR )

7% par an ( paiement annuel )

16/03/2015 - Obligation échue

Prospectus brochure de l'obligation Venezuela XS0214851874 en EUR 7%, échue

50 000 EUR

1 000 000 000 EUR

Le Venezuela est une république fédérale présidentielle d'Amérique du Sud, riche en ressources pétrolières mais confrontée à une crise économique et politique profonde.

L'obligation vénézuélienne XS0214851874, émise en EUR pour un montant total de 1 000 000 000 EUR avec un coupon de 7% et une maturité fixée au 16 mars 2015, a été intégralement remboursée à son échéance au prix de 100%, avec une taille minimale d?achat de 50 000 EUR et un paiement d?intérêt annuel.

Prospectus Supplement
To prospectus dated September 21, 2004
Bolivarian Republic of Venezuela
7.00% Global Bonds due 2015
Venezuela will pay interest on the global bonds on March 16 of each year, commencing on March 16,
2006. The global bonds will mature on March 16, 2015. The global bonds are not redeemable prior to maturity and
are not entitled to the benefit of any sinking fund. The global bonds are direct, unconditional and unsecured
obligations of the Republic. Venezuela has applied to list the global bonds on the Luxembourg Stock Exchange.
The global bonds will be designated Collective Action Securities and, as such, will contain provisions
regarding future modifications to their terms that differ from those applicable to a substantial portion of Venezuela's
outstanding Public External Indebtedness. Under these provisions, which are described in the section entitled
"Description of the Global Bonds--Meetings and Amendments" in this prospectus supplement, Venezuela may
amend the payment provisions and certain other terms of the global bonds with the consent of the holders of 75% of
the aggregate principal amount Outstanding of the global bonds.
See "Investment Considerations" beginning on page S-10 to read about certain risks you should
consider before investing in the global bonds.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined the adequacy or accuracy of this prospectus supplement or
the accompanying prospectus. Any representation to the contrary is a criminal offense.
Per Global Bond
Total
Public Offering Price (1)
99.301%

Commissions
0.250%

Proceeds to the Republic (before net expenses) (1)
99.051%

(1) Plus accrued interest from March 16, 2005, if settlement occurs after that date.
The Republic expects that delivery of the global bonds will be made on or about March 16, 2005, through
the book-entry facilities of The Depository Trust Company, the Euroclear System and Clearstream Banking,
Luxembourg.
You should read this prospectus supplement and the accompanying prospectus carefully before you invest.
Deutsche Bank
UBS Investment Bank
March 7, 2005

You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. The Republic has not authorized anyone to provide you with
different or additional information. The Republic is not making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the information provided by this
prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the
front of this prospectus supplement. The financial condition and prospects of the Republic may have
changed since that date.

TABLE OF CONTENTS
Prospectus Supplement
About This Prospectus Supplement............................................................................................................................S-3
Summary ....................................................................................................................................................................S-5
Use of Proceeds..........................................................................................................................................................S-9
Investment Considerations .......................................................................................................................................S-10
Recent Developments...............................................................................................................................................S-14
Description of the Global Bonds ..............................................................................................................................S-19
Global Clearance and Settlement .............................................................................................................................S-26
Taxation....................................................................................................................................................................S-29
Underwriting ............................................................................................................................................................S-33
Validity of the Global Bonds....................................................................................................................................S-35
Authorized Representative .......................................................................................................................................S-35
General Information .................................................................................................................................................S-35
Prospectus
Official Statements ........................................................................................................................................................ 3
Enforcement of Civil Liabilities .................................................................................................................................... 3
Forward-Looking Statements ........................................................................................................................................ 3
Use of Proceeds............................................................................................................................................................. 5
About This Prospectus................................................................................................................................................... 5
Where You Can Find Additional Information............................................................................................................... 6
Description of the Debt Securities................................................................................................................................. 7
Debt Record................................................................................................................................................................. 15
Banco Central Undertaking ......................................................................................................................................... 16
Plan of Distribution ..................................................................................................................................................... 17
Legal Matters............................................................................................................................................................... 18
Authorized Representative .......................................................................................................................................... 18
ANNEX A
Principal Economic Indicators ...................................................................................................................................... 2
Recent Developments.................................................................................................................................................... 3
Bolivarian Republic of Venezuela................................................................................................................................. 9
The Venezuelan Economy........................................................................................................................................... 16
Principal Sectors of the Venezuelan Economy............................................................................................................ 45
The Financial System .................................................................................................................................................. 62
Public Finance ............................................................................................................................................................. 69
Public Debt.................................................................................................................................................................. 78
Tables and Supplementary Information ...................................................................................................................... 86
S-2

ABOUT THIS PROSPECTUS SUPPLEMENT
The Republic, having made all reasonable inquiries, confirms that this prospectus supplement and the
accompanying prospectus contain all information with respect to the Republic and the global bonds which is
material in the context of the issue and offering of the global bonds, and that such information is true and accurate in
all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and
that, to the best of the Republic's knowledge and belief, there are no other facts the omission of which would make
any such information or the expression of any such opinions and intentions materially misleading. The Republic
accepts responsibility accordingly.
You should rely on information provided or incorporated by reference in this prospectus supplement and
the accompanying prospectus. The Republic has not authorized anyone else to provide you with any other
information. You should not rely on any other information in making your investment decision.
The Republic is not offering to sell or soliciting offers to buy any securities other than the global bonds
offered under this prospectus supplement, nor is the Republic offering to sell or soliciting offers to buy the global
bonds in places where such offers are not permitted by applicable law. You should not assume that the information
in this prospectus supplement or the accompanying prospectus, or the information the Republic has previously filed
with the Securities and Exchange Commission (the "Commission") and incorporated by reference in this prospectus
supplement and the accompanying prospectus, is accurate as of any date other than their respective dates. The
Republic's economic, fiscal or political circumstances may have changed since such dates.
The offer of the global bonds has not been submitted for clearance to the Italian Securities Exchange
Commission (Commissione Nazionale per le Società e la Borsa) ("CONSOB"). No global bonds will be offered,
sold or delivered or copies of the prospectus, prospectus supplement or any other document relating to the global
bonds or the offer will be distributed in Italy other than to professional investors (operatori qualificati), as defined in
Article 31, paragraph 2 of CONSOB Regulation No. 11522 of July 1, 1998, as amended ("Regulation No. 11522"),
and in accordance with Italian securities, banking, tax, exchange control and all other applicable laws and
regulations. Any such permitted offer, sale or delivery of the global bonds or distribution of copies of the
prospectus, prospectus supplement or any other document relating to the global bonds or the offer in Italy will be:
· made by investment firms, banks or financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with Legislative Decree No. 385 of September 1,1993 (the
"Italian Banking Law"), Decree No. 58 of February 24, 1998, Regulation No. 11522, as amended,
and any other applicable laws and regulations;
· in compliance with Article 129 of the Italian Banking Law and the implementing instructions of
the Bank of Italy, pursuant to which the issue or placement of global bonds to investors in Italy is
conditioned upon obtaining authorization from the Bank of Italy; and
· in compliance with any other applicable notification requirement or limitation which may be
imposed upon the offer of the global bonds in Italy by CONSOB or the Bank of Italy.
The global bonds may not be placed, sold or offered to individuals resident in Italy in the primary or in the
secondary market.
The offering documents and the information contained therein is intended only for the use of its recipient
and is not to be distributed to any third party resident or located in Italy for any reason. No person resident or
located in Italy other than the original recipients of this document may rely on it or its content.
Any investor purchasing the bonds is solely responsible for ensuring that any offer or resale of the global
bonds it purchased occurs in compliance with applicable laws and regulations.
S-3

The global bonds described in this prospectus supplement are debt securities of the Republic being offered
under Registration Statement No. 333-112250 filed with the Commission under the U.S. Securities Act of 1933, as
amended (the "Securities Act"); the accompanying prospectus is part of that registration statement. The
accompanying prospectus provides you with a general description of the securities that the Republic may offer, and
this prospectus supplement contains specific information about the terms of this offering and the global bonds. This
prospectus supplement also adds, updates or changes information provided or incorporated by reference in the
accompanying prospectus. Consequently, before you invest, you should read this prospectus supplement together
with the accompanying prospectus as well as the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus. Those documents (such as Venezuela's annual report on Form 18-K for 2003,
which was filed on September 21, 2004, as amended from time to time) contain information regarding the Republic,
the global bonds and other matters. The registration statement, any post-effective amendments thereto, the various
exhibits thereto, and the documents incorporated therein by reference, contain additional information about the
Republic and the global bonds. All such documents may be inspected at the office of the Commission and at the
office of the Luxembourg paying agent and transfer agent specified on the inside back cover of this prospectus
supplement. Certain terms used but not defined in this prospectus supplement are defined in the prospectus.
References to the "Republic" or "Venezuela" are to the Bolivarian Republic of Venezuela.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the
global bonds in certain jurisdictions may be restricted by law. Persons who receive copies of this prospectus
supplement and the accompanying prospectus should inform themselves about and observe any such restrictions.
See "Underwriting" in this prospectus supplement.
The Republic is a foreign sovereign state. Consequently, it may be difficult for investors to obtain or realize
upon judgments of courts in the United States against the Republic. See "Investment Considerations--Legal Status
and Enforcement" in the prospectus supplement and "Enforcement of Civil Liabilities" in the accompanying
prospectus.
S-4

SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more
detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus.
Issuer .........................................................
Bolivarian Republic of Venezuela.
Title of Security.........................................
7.00% Global Bonds Due 2015.
Aggregate Principal Amount .....................

Maturity Date ............................................
March 16, 2015.
Interest Rate...............................................
7.00% per annum, accruing from March 16, 2005.
Issue Price .................................................
99.301%, plus accrued interest, if any, from March 16, 2005.
Interest Payment Dates ..............................
March 16 of each year, commencing March 16, 2006.
Denominations...........................................
Venezuela will issue the global bonds in denominations of
integral multiples of
Form ..........................................................
Venezuela will issue the global bonds in the form of two registered
global notes without coupons. One global note will be deposited with
JPMorgan Chase Bank, which will serve as custodian for Cede & Co.,
as nominee of The Depository Trust Company ("DTC"). The other
global note will be registered in the name of Chase Nominees
Limited, as nominee of JPMorgan Chase Bank, London Branch,
which will serve as common depositary for Clearstream Banking,
société anonyme ("Clearstream, Luxembourg") and the Euroclear
System ("Euroclear"). Beneficial ownership interests will be recorded
only on, and transferred only through, the records maintained by
DTC, Euroclear and Clearstream, Luxembourg and their respective
participants, unless certain contingencies occur, in which case the
global bonds will be issued in definitive form. (See "Description of
the Global Bonds--Definitive Global Bonds" in this prospectus
supplement.) No bonds will be issued in bearer form.
S-5

Payment of Principal
and Interest ................................................
Principal of and interest on the global bonds will be payable by
Venezuela to the fiscal agent in euro. If Venezuela determines that
euro are not available for making payments on the global bonds due to
the imposition of exchange controls or other circumstances beyond
Venezuela's control, then payments on the global bonds shall be made
in U.S. dollars until Venezuela determines that euro are again
available for making these payments. In these circumstances, U.S.
dollar payments in respect of the global bonds will be made at a rate
determined by the exchange rate agent in accordance with the
Exchange Rate Agent Agreement, dated as of March 16, 2005,
between Venezuela and the exchange rate agent. Any payment made
under such circumstances in U.S. dollars will not constitute an event
of default under the global bonds.
Payments to holders who hold their global bonds through Euroclear or
Clearstream, Luxembourg will be made in euro. Such holders will not
have the option to elect payments in U.S. dollars.
Payments to holders who hold their global bonds directly through
DTC ("DTC Holders") will be made in U.S. dollars, except for DTC
Holders who elect to receive payment in euro as described in
"Description of the Global Bonds--Payments of Principal and
Interest" in this prospectus supplement. The exchange rate agent will
exchange euro payments received from the fiscal agent for U.S.
dollars and pay such amounts directly to DTC or its nominee, as the
registered holder of the global bonds, for payment to DTC's
participants. All costs of conversion will be borne by DTC Holders
who receive payment in U.S. dollars. The U.S. dollar amount of any
payment of principal or interest received by a DTC Holder will be
based on the bid quotation of one of at least three foreign exchange
dealers selected by the exchange rate agent and agreed to by the
Republic, which will yield the greatest number of U.S. dollars upon
conversion from euro, at approximately 11:00 A.M., Central
European (Frankfurt) time, on the business day preceding the
applicable payment date for the purchase of U.S. dollars with euro for
settlement on the payment date in an amount equal to the aggregate
amount of euro payable to all DTC Holders receiving U.S. dollar
payments on the payment date. If fewer than three bid quotations are
available at the time a determination is to be made by the exchange
rate agent, the exchange rate agent shall, on the business day
preceding the applicable payment date, notify the Republic and the
fiscal agent of the noon buying rate in The City of New York for
cable transfers in euro, as certified for customs purposes by the
Federal Reserve Bank of New York. If this bid quotation is not
available, payment of the aggregate amount due to all DTC Holders
on the payment date will be made in euro.
Ranking .....................................................
The global bonds will constitute direct, unconditional and general
obligations of the Republic and will rank equally, without any
preference among themselves, with any other existing and future
unsecured and unsubordinated indebtedness of the Republic. (See
"Description of the Global Bonds--General Terms of the Global
Bonds" in this prospectus supplement and "Description of the Debt
Securities--Nature of Obligations" in the prospectus.)
S-6

Collective Action Clauses .........................
The global bonds will be designated Collective Action Securities and,
as such, will contain certain provisions that allow Venezuela to amend
the payment provisions and certain other terms of the global bonds
with the consent of the holders of at least 75% of the aggregate
principal amount Outstanding of the global bonds. (See "Description
of the Global Bonds--Meetings and Amendments" in this prospectus
supplement and "Collective Action Securities" in the prospectus.)
Such collective action clauses are not contained in a substantial
portion of the Republic's outstanding Public External Indebtedness.
Redemption ..............................................
The global bonds will not be redeemable prior to maturity and are not
entitled to the benefit of any sinking fund.
Negative Pledge.........................................
The global bonds will contain certain covenants, including restrictions
on the incurrence of certain liens. (See "Description of the Debt
Securities" in the prospectus.)
Events of Default.......................................
The global bonds will contain events of default, the occurrence of
which may result in the acceleration of the Republic's obligations
under the global bonds prior to maturity. (See "Description of the
Debt Securities" in the prospectus.)
Listing........................................................
The Republic has applied to list the global bonds on the Luxembourg
Stock Exchange.
Fiscal Agent...............................................
The global bonds will be issued pursuant to a fiscal agency
agreement, dated as of August 6, 1998, as amended on January 14,
2004 and on September 29, 2004, between the Republic and
JPMorgan Chase Bank, N.A. (formerly The Chase Manhattan Bank),
as fiscal agent, paying agent, transfer agent and registrar.
Exchange Rate Agent ................................
JPMorgan Chase Bank, N.A.
Taxation.....................................................
For a discussion of the Venezuelan and United States tax
consequences associated with the global bonds, see "Taxation--
Venezuela Taxation" and "--United States Taxation" in this
prospectus supplement. Investors should consult their own tax
advisors in determining the foreign, U.S. federal, state, local and any
other tax consequences to them of the purchase, ownership and
disposition of the global bonds.
Governing Law..........................................
The laws of the State of New York will be the governing law except
with respect to the authorization and execution of the global bonds,
which will be governed by the laws of the Republic.
S-7

Further Issues ............................................
The Republic may, without the consent of the holders of the global
bonds, create and issue additional debt securities with the same terms
and conditions as those of the global bonds (or with the same terms
and conditions except for the amount of the first interest payment and
issue price); provided that such additional debt securities do not have,
for purposes of U.S. federal income taxation (regardless of whether
any holders of such additional debt securities are subject to U.S.
federal tax law), a greater amount of original issue discount than the
global bonds have as of the date of issuance of such additional debt
securities.
Clearing Reference Numbers ....................
The clearing reference numbers for the global bonds are:
CUSIP:
922646 BN 3
US ISIN (DTC):
US922646BN31
XS ISIN (Euroclear and
Clearstream, Luxemboug):
XS0214851874
Common Code:
021485187
S-8

USE OF PROCEEDS
The net proceeds from the sale of the global bonds will be approximately
the underwriting discount and the net expenses payable by the Republic (which are estimated to be
Republic will use the net proceeds from the sale of the global bonds for the payment and refinancing of the
Republic's existing domestic and external indebtedness.
S-9

INVESTMENT CONSIDERATIONS
Social and Political Risks
In prior years, events in Venezuela produced significant social and political tensions, which could worsen
and have a material adverse effect on Venezuela's economic growth and its ability to service its public debt.
Since 2001, the Republic has experienced intense political and social turmoil involving groups that oppose
and those that support the Chávez administration. Although the political scene remains divided, the Chávez
administration, through coalitions with other political parties, effectively controls a majority of the Asamblea
Nacional, or the National Assembly, as well as most state governments, and has broad support among the poorer
segments of Venezuelan society.
Between December 2001 and February 2003, the opposition staged four nation-wide work stoppages to
protest against the Chávez administration, the latest of which began on December 2, 2002 and ended on February 3,
2003. It is estimated that this work stoppage resulted in lost revenues to the National Treasury of Bs.900 billion,
decreased revenues due to lost production to PDVSA of U.S.$5.2 billion (of which U.S.$2.8 billion represented lost
oil exports) and, at certain points, halted as much as 80% of the operations of the oil industry. Since February 2003,
however, the Government has implemented measures aimed at restoring oil production to previous levels.
On August 15, 2004, Venezuelan citizens voted on a recall referendum in accordance with the Venezuelan
Constitution regarding the removal of President Chávez from office for the remainder of his term. Approximately
59% of the voters voted in favor of retaining President Chávez.
State and local elections were held in Venezuela on October 31, 2004. Candidates supported by President
Chávez won 21 of the 23 gubernatorial elections, with the two remaining governorships being retained by opposition
parties.
In November 2004, the National Assembly began the process of appointing 17 new justices to the Supreme
Tribunal of Justice, or TSJ, in accordance with a law that allows judges to be appointed by a simple majority if the
National Assembly holds three sessions and lawmakers fail to reach the necessary qualified majority of two-thirds of
the National Assembly.
On December 2, 2004, the Venezuelan Prosecutor General filed a petition with the Sala Constitucional of
the TSJ seeking to annul a decision rendered by the tribunal in 2002 that ruled that the coup d'etat that ousted
President Chávez for two days and installed in his place business leader Pedro Carmona, constituted a power
vacuum and that there were no grounds to prosecute the high-ranking military officers allegedly involved in the
coup d'etat. The case is still pending with the Sala Constitucional of the TSJ.
There can be no assurance that the significant domestic instability evident during 2001 through 2004 will
not reemerge. Such instability could have a material adverse effect on Venezuela's economic growth and its ability
to service its public debt.
Economic Risks
Certain economic risks are inherent in any investment in an emerging market such as Venezuela.
Investing in an emerging market economy such as Venezuela carries economic risks. These risks include
economic instability that may affect Venezuela's economic results. Economic instability in Venezuela and in other
Latin American and emerging market countries has been caused by many different factors, including the following:
· high interest rates;
· changes in currency values;
· high levels of inflation;
· exchange controls;
S-10