Obligation Petrosur 5.5% ( XS0294367205 ) en USD

Petrosur

10.99 % ▼

Venezuela

XS0294367205 ( en USD )

5.5% par an ( paiement semestriel ) - Obligation en défaut, paiements suspendus

11/04/2037

Prospectus brochure de l'obligation PDVSA XS0294367205 en USD 5.5%, échéance 11/04/2037

12/10/2025 ( Dans 160 jours )

PDVSA, Petróleos de Venezuela, S.A., est une compagnie pétrolière publique vénézuélienne, l'une des plus grandes au monde.

L'Obligation émise par Petrosur ( Venezuela ) , en USD, avec le code ISIN XS0294367205, paye un coupon de 5.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/04/2037

Petróleos de Venezuela, S.A.

Unconditionally and Irrevocably Guaranteed by PDVSA Petróleo, S.A.
$3,000,000,000 5.25% Notes due 2017
$3,000,000,000 5.375% Notes due 2027
$1,500,000,000 5.50% Notes due 2037
The $3,000,000,000 5.25% Notes due 2017, $3,000,000,000 5.375% Notes due 2027 and the $1,500,000,000 5.50%
Notes due 2037, or the Notes, are being offered by Petróleos de Venezuela, S.A., or PDVSA or the Issuer, a corporation
(sociedad anónima) organized under the laws of the Bolivarian Republic of Venezuela, or Venezuela. The Notes will be
unconditionally and irrevocably guaranteed, or the Guaranty, by PDVSA Petróleo, S.A., or the Guarantor, a corporation
(sociedad anónima) organized under the laws of Venezuela that is wholly owned by PDVSA. The Notes and the Guaranty will
be the unsecured, senior obligations of the Issuer and the Guarantor and will rank pari passu with all other senior unsecured
obligations of the Issuer and the Guarantor, in each case other than obligations granted preferential treatment pursuant to the laws
of Venezuela.
The Notes will mature on April 12, 2017, April 12, 2027 and April 12, 2037 and will bear interest at the rate of 5.25%,
5.375% and 5.50% per annum payable semiannually on each April 12 and October 12, commencing on October 12, 2007. The
Issuer may redeem the Notes in whole or in part at any time or from time to time by paying the principal amount of the Notes and
a "make-whole" amount, if applicable plus accrued interest. See "Description of NotesRedemption."
See "Risk Factors" beginning on page 12 to read about factors you should consider before buying the Notes.
____________________
Price: 105.5%
____________________
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade them
on the Euro MTF Market ("Euro MTF") of such exchange.
This Prospectus is intended for use only in connection with an offer and sale of the Notes outside of the United
States and has not been sent or given to any person within the United States. Neither the Notes nor the Guaranty have
been nor will be registered under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Act, or any state
securities laws and are being offered and sold outside the United States only in accordance with Regulation S under the
U.S. Securities Act. You are not eligible to receive or review this document or to invest in the Notes unless you either:
(1) are not in the United States (as contemplated in Rule 903(a)(1) of Regulation S under the U.S. Securities Act) and are
not a "U.S. person" (as defined in Rule 902(o) of Regulation S under the U.S. Securities Act) or (2) are a dealer or other
professional fiduciary organized, incorporated, or (if an individual) resident in the United States holding a discretionary
account or similar account (other than an estate or trust) for the benefit or account of a non-U.S. person (as contemplated
by Rule 903(a)(1) of Regulation S under the U.S. Securities Act). For a description of certain restrictions on resale or
transfer of the Notes, see "Transfer Restrictions" in the Prospectus.
The Notes and the Guaranty are exempted from registration with the Venezuelan Securities Commission
(Comisión Nacional de Valores) pursuant to article 1 of the Venezuelan Capital Markets Law (Ley de Mercado de
Capitales). It is expected that delivery of the Notes will be made in book-entry form only through the facilities of
Euroclear Bank S.A./N.V. as operator of the Euroclear System, or Euroclear, and Clearstream Banking, société anônyme,

or Clearstream Luxembourg, on April 12, 2007.
____________________
Sole Lead Arranger
ABN AMRO

Joint Dealer Managers

ABN AMRO
ECONOINVEST
_________________
December 4, 2007.

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any Notes in
any jurisdiction in which it is unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made under this Prospectus will under any circumstances imply that there has been
no change in our affairs or that the information set forth in this Prospectus is correct as of any date
subsequent to the date of this Prospectus.
ABN AMRO Bank N.V. and Econoinvest Casa de Bolsa, C.A., or the Dealer Managers, make no
representation or warranty, express or implied, as to the accuracy or completeness of the information
contained in this Prospectus. Nothing contained in this Prospectus is, or should be relied upon as, a promise
or representation by the Dealer Managers as to the past or future. The Dealer Managers assume no
responsibility for the accuracy or completeness of any such information.
This Prospectus does not constitute an offer to any other person or to the public in general to
subscribe for or otherwise acquire the Notes. Distribution of this Prospectus by you to any person other than
those persons retained to advise you is unauthorized.
Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange
and to trade them on the Euro MTF Market of such exchange. If, as a result of applicable rules and
regulations relating to trading on the Euro MTF market, we are required to publish financial information
either more regularly than we otherwise would be required to or according to accounting principles which are
materially different from the accounting principles which we would otherwise use to prepare their published
financial information, we may delist the Notes from the Euro MTF or seek an alternate admission to listing,
trading and/or quotation for the Notes on a different section of the Luxembourg Stock Exchange or by such
other listing authority, stock exchange and/or quotation system inside or outside the European Union as we
may decide.
We have prepared this Prospectus solely for use in connection with the offer of the Notes and take
responsibility for its contents. No other person is responsible for its contents. We and other sources we
believe to be reliable have furnished the information contained in this Prospectus. Nothing contained in this
Prospectus is or shall be relied upon as a promise or representation, whether as to the past or the future. The
opinions and intentions expressed in this Prospectus with regard to us are honestly held, have been reached
after considering all known relevant circumstances and are based on reasonable assumptions, and all
reasonable inquiries have been made by us to ascertain such facts and to verify the accuracy of all such
information and statements. We accept responsibility accordingly.
You must comply with all laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Prospectus and the purchase, offer or sale of the Notes, and you must obtain
any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you
make purchases, offers or sales, and neither we nor the Dealer Managers have any responsibility for those
transactions. See "Transfer Restrictions."
You acknowledge that (1) you have been afforded an opportunity to request from us, and to review,
all additional information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained in this Prospectus, (2) you have not relied on us, the Dealer Managers or any person
affiliated with us or the Dealer Managers in connection with your investigation of the accuracy of the
information or your investment decision, and (3) no person has been authorized to give any information or to
make any representation concerning us or the Notes other than as contained in this Prospectus. If given or
made, that other information or representation should not be relied upon as having been authorized by us or
the Dealer Managers.
In making an investment decision, you must rely on your own examination of our business and the
terms of the offering, including the merits and risks involved. The Notes have not been recommended by any
federal or state securities commission or regulatory authority. Furthermore, these authorities have not
confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is
a criminal offense.
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The Notes and the Guaranty have not been, and will not be, registered under the U.S. Securities Act
or the securities of any state or other jurisdiction of the United States and may not be offered or sold in the
United States except in transactions exempt from or not subject to the registration requirements of the
Securities Act and any applicable state securities laws. The Notes are being sold outside the United States in
offshore transactions as defined in, and in reliance on, Regulation S under the U.S. Securities Act. In
addition, until 40 days after commencement of this offering, an offer or sale of the Notes within the United
States by any dealer (whether or not participating in the offering) may violate the registration requirements of
the U.S. Securities Act.

Notice to Venezuelan investors

Investors in Venezuela may initially purchase and pay for the Notes in Bolívares at the settlement
date at the official exchange rate of Bs.2,150.00 per $1.00. Purchase of the Notes must be made by or
through a financial institution that has an account at the BCV by instructing the BCV to debit the institution's
account in Bolívares in an amount equal to the purchase price of the Notes at the official exchange rate.
___________
Enforcement of Judgments
Under Venezuelan law, neither us nor any of our property have any immunity from the jurisdiction
of any court or from set-off or any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution or otherwise), except that pursuant to
article 97 of the Law of the Office of the Attorney General of Venezuela (Ley Orgánica de la Procuraduría
General de la República) an attachment prior to judgment, attachment in aid of execution, execution or
otherwise, on our properties located in Venezuela that are affected to the rendering of a public service, such
as oil and gas distribution and transportation, must be stayed for a period of 45 days after notice is given to
the Venezuelan Attorney General pursuant to which the Venezuelan government may take any action in
order to avoid interruption of the services, including taking possession of such assets if such attachment
endangers the continuity, quality or security of the services provided. If the Venezuelan Attorney General
does not notify the court about the provisional measures taken by the relevant entity to avoid discontinuance
of the service within such 45-days notice, the court may continue with such enforcement or foreclosure.
A judgment arising in connection with the Notes, the Guaranty or the Indenture rendered by any
court referred to above would be enforceable against us and the Guarantor in the courts of Venezuela subject
to obtaining a confirmatory judgment (exequatur) from the Supreme Tribunal of Justice in Venezuela in
accordance with the provisions and conditions of the Venezuelan Private International Law (Ley de Derecho
Internacional Privado), without a review of the merits of the judgment, provided that: (i) the foreign
judgment concerns matters of private civil or commercial law only; (ii) the foreign judgment constitutes res
judicata under the laws of the jurisdiction where it was rendered; (iii) the foreign judgment does not relate to
real property interests over real property located in Venezuela and the exclusive jurisdiction of Venezuelan
courts over the matter has not been violated; (iv) the foreign courts have jurisdiction over the matter pursuant
to the general principles of jurisdiction set forth in Chapter IX of the Venezuelan Ley de Derecho
Internacional Privado; (v) we and the Guarantor (as the case may be) are duly served, with sufficient time to
appear in the proceedings and are granted with due process; (vi) the foreign judgment is not incompatible
with a prior judgment that constitutes res judicata and no proceeding initiated prior to the rendering of the
foreign judgment is pending before Venezuelan courts on the same subject matter among the same parties to
litigation; and, (vii) the foreign judgment does not contravene the essential principles of Venezuelan public
policy.
Notice to Prospective Investors in the EEA
In any European Economic Area ("EEA") Member State that has implemented Directive
2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus
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Directive"), this communication is only addressed to and is only directed at qualified investors in that
Member State within the meaning of the Prospectus Directive.

This Prospectus has been prepared on the basis that all offers of the Notes will be made pursuant to
an exemption under the Prospectus Directive, as implemented in Member States of the EEA, from the
requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to
make any offer within the EEA of Notes which are the subject of the placement contemplated in this
Prospectus should only do so in circumstances in which no obligation arises for us or the Dealer Managers to
produce a prospectus for such offer. Neither we nor the Dealer Managers have authorized, nor do they
authorize, the making of any offer of notes through any financial intermediary, other than offers made by us
which constitute the final placement of Notes contemplated in this Prospectus.

Notices to Residents of the United Kingdom
All applicable provisions of the Financial Services and Markets Act 2000, or FSMA, and the Public
Offers of Securities Regulations 1995 with respect to anything done by any person in relation to securities in,
from or otherwise involving the United Kingdom must be complied with. The Notes may not, prior to the
expiry of a period of six months from the issue date of the Notes, be offered or sold in the United Kingdom
except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will
acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances that do not result in an offer to the public within the meaning of the Public Offer
of Securities Regulations 1995 (as amended), and this Prospectus and any invitation or inducement to engage
in investment activity (within section 21 of the FSMA) received by them in connection with the sale of the
Notes may only be communicated or caused to be communicated in circumstances in which section 21(1) of
the FSMA does not apply to the Issuer.
Presentation of Information
As used in this Prospectus, unless the context requires otherwise, the terms "we," "us" and "our"
refer to Petróleos de Venezuela, S.A. on a consolidated basis with our subsidiaries. We prepare consolidated
financial statements in U.S. dollars and in conformity with international financial reporting standards, or
IFRS. In this Prospectus, references to "U.S. dollars," "dollar" and "$" are to the legal currency of the
United States of America and references to "Bolívares," "bolívar" and "Bs" are to the Venezuelan bolívar,
the legal currency of Venezuela.
Our fiscal year ends on December 31st.
Forward-Looking Statements
This Prospectus contains forward-looking statements as described under the U.S. Private Securities
Litigation Reform Act of 1995, as amended, specifically, certain statements relating to the expected results of
exploration, drilling and production activities, refining processes, gas, and related capital expenditures and
investments, the expected results of joint venture projects, the anticipated demand for new or improved
products, environmental compliance and remediation and related capital expenditures, sales, taxes, dividends
and contributions to Venezuela. Words such as "anticipate," "estimate," "project," "expect," "intend" and
similar expressions are used to identify forward-looking statements. Forward-looking statements are subject
to risks and uncertainties related to Venezuelan and international oil and gas markets, inflation, the
availability of continued access to capital markets and financing on favorable terms, regulatory compliance
requirements, changes in import controls or import duties, levies or taxes and changes in prices or demand
for our products as a result of actions of our competitors or economic factors. Those statements are also
subject to the risks of costs and anticipated performance capabilities of technology and performance by third
parties of their contractual obligations. Exploration activities are subject to risks arising from the inherent
difficulty of predicting the presence, yield and quality of hydrocarbon deposits, as well as unknown or
unforeseen difficulties in extracting, transporting or processing any hydrocarbons found or doing the
foregoing on an economic basis. Should one or more of these risks or uncertainties materialize, actual results
iii

may vary materially from those estimated, anticipated or projected. Specifically, but without limitation,
capital costs could increase, projects could be delayed, and anticipated improvements in capacity or
performance may not be fully realized. Although we believe that the expectations reflected by such forward-
looking statements are reasonable based on information currently available, readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the date of this Prospectus. We
undertake no obligation to publicly release any revision to these forward-looking statements to reflect events
or circumstances after the date of this Prospectus.
Such forward-looking statements are principally contained in the "Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," Business" and
"Selected Financial Information" and include our expectations with respect to our business following the
completion of the offering.

iv

SUMMARY
This summary highlights information contained elsewhere in this Prospectus. It does not contain all
the information that you may consider important in making your investment decision. Therefore, you should
read the entire Prospectus carefully, including in particular the "Risk Factors" section and the consolidated
financial statements and the related notes thereto appearing elsewhere in this Prospectus.
Overview
We are a corporation (sociedad anónima) organized under the laws of Venezuela, formed in 1975
by the Venezuelan government to coordinate, monitor and control all operations relating to hydrocarbons.
We are wholly owned by Venezuela and are the holding company of a group of oil and gas companies. We
are the largest vertically integrated oil company in Latin America with daily crude oil production of 2,906
mmbpd and the fourth largest vertically integrated oil company in the world as measured by total assets at
year-end 2005, based on information published by Petroleum Intelligence Weekly, a trade publication. We
carry out our exploration, development and production ("upstream") operations in Venezuela and our sales,
marketing, refining, transportation, infrastructure, storage and shipping ("downstream") operations in
Venezuela, the Caribbean, North America, South America and Europe. We indirectly own 100% of CITGO,
a refiner and marketer of transportation fuels, petrochemicals and other industrial oil-based products in the
United States. We plan to invest intensively in upstream and downstream projects in Venezuela and abroad
in order to satisfy the current and expected global increase in energy demands. Our business plan calls for
investments of approximately $77 billion in Venezuela, the Caribbean and Latin America over the next five
years to achieve sustainable Crude oil production of 5.8 mmbpd and to significantly expand our gas
production and refining capacity by 2012.
All hydrocarbon reserves in Venezuela are owned by Venezuela and not by us. Under the Organic
Hydrocarbons Law of 2001, as amended, every activity relating to the exploration and exploitation of
hydrocarbons and their derivatives is reserved to the government of Venezuela, which may undertake such
activities directly or through instrumentalities controlled by Venezuela through an equity participation of
more than 50%. At the current production rate of crude oil and gas, Venezuela has proved reserves for the
next 73 years.
We mainly sell crude oil to the United States, Canada, the Caribbean, Europe, South America, and
Asia. In addition, we refine crude oil and other feedstock in Venezuela and abroad into a number of
products, including gasoline, diesel, fuel oil and jet fuel, petrochemicals and industrial products, lubricants
and waxes, and asphalt. We are also engaged in the exploration and production of gas from off shore sources
with a production of 705 mbpd boe in 2005.
Our registered office is located at Avenida Libertador, La Campiña, Apdo. 169, Caracas 1010-A,
Venezuela, and our telephone number is 011-58-212-708-4111. Our website is: www.pdvsa.com.
Information contained on our website is not part of this Prospectus.
Social Development
The Venezuelan National Constitution and the Organic Hydrocarbons Law mandates us to
contribute manpower and financial resources to social programs developed and administered by the
Venezuelan government. More specifically, article 5 of the Organic Hydrocarbons Law mandates that all
revenues generated by the Venezuelan government from oil activities shall be used to promote health
programs, macroeconomic stabilization funds and investments. We have made significant contributions to
social programs, promoting and participating in Venezuela's social and economic development. In 2004 and
2005, we participated in and contributed significant funding towards low income housing, agricultural
developments and other social programs. For example, in January 2004, we approved the creation of a
fiduciary fund referred to as Fondo Para el Desarrollo Económico y Social del País, or FONDESPA, which
is designed to allocate amounts to programs related to work projects, goods and services, development of
infrastructure and roads, agricultural activities, health and education. Our subsidiaries Corporación
Venezolana del Petróleo, S.A., or CVP, and Palmaven S.A., or Palmaven, contribute managerial and

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financial resources to support social programs related to education, healthcare, job creation and subsidized
food distribution programs. CVP amended its charter in 2004 to focus on social and welfare activities.
In support of social projects developed by the Venezuelan government in 2004, we incurred
expenses of $1,242 million in 2004, $6,909 million in 2005 and $13,261 million in 2006, which are included
in the consolidated statement of income. See note 18 to our consolidated financial statements.
Business Strategy
Our business strategy is focused on developing Venezuela's hydrocarbon resources, contributing to
the development of the country, diversifying our markets, and strengthening energy integration with the
countries of the Caribbean, South America and Central America.
We plan to invest intensively in upstream and downstream projects in order to satisfy the expected
worldwide increase in demand for crude oil, natural gas and refined petroleum products and in order to
provide Venezuela with the necessary resources to achieve sustainable development. In the downstream
business, we seek a balance between our overseas and local assets in order to assure domestic supply and
quality for customers, while maximizing the value of Venezuelan hydrocarbon resources.
Our strategy includes the following key initiatives:
·
Exploration of Condensate and Light and Medium Crude Oil. We intend to focus
primarily on traditional production areas. All other exploration areas, both onshore and
offshore, are open to third party participation, under the umbrella of the Venezuelan
Organic Hydrocarbons Law and the Venezuelan National Constitution.
·
Development of the Orinoco Oil Belt Magna Reserves. The Orinoco Oil Belt area (18,220
km2) has been divided into 27 blocks for reserves quantification and certification purposes.
We expect that the certification process will increase the Orinoco Oil Belt reserves by 236
billion barrels from the current proved reserves of 38 billion barrels, confirming that
Venezuela has the world's largest oil reserves. We intend to actively participate in the
development of these reserves.
·
Production Growth in Traditional Areas. We are investing in traditional areas with a view
to achieve a crude oil production capacity of 5,837 mbpd by 2012. The projected
production for the period leading up to 2012 includes the following: 4,019 mbpd from
areas where we are the sole operator; 460 mbpd from the PDVSAInternational Oil
Companies, or IOC, partnership blocks, 112 mbpd from profit-sharing agreements; and 9
mbpd from additional IOC partnership blocks. The remaining 1,237 mbpd are expected to
result from the expansion of Orinoco Oil Belt production.
·
Expansion of Orinoco Oil Belt Production. We intend to expand the Orinoco Oil Belt by
developing its extra-heavy crude oil reserves, including new upgrading facilities and
pipelines to terminals. Through the implementation of this project, we expect to increase
the production of the Orinoco Oil Belt to 1,237 mbpd by 2012 as follows: 622 mbpd from
existing association agreements and 615 mbpd from new developments.
·
Development of Major Projects in Refineries. We intend to expand our refinery capacity
from 3.1 mmbpd (1.3/1.8 mmbpd Venezuela/Overseas capacity) to 4.1 mmbpd by 2012
(1.8/2.3 mmbpd Venezuela/Overseas capacity). We expect that the implementation of this
initiative will allow us to increase our production of refined petroleum products and
upgrade our product slate towards higher-margin products, as well as improve the
efficiency of our existing refining capacity. Specifically, we plan to develop new refining
centers, including Cabruta (400 mbpd), Batalla de Santa Inés (50 mbpd) and Caripito (50
mbpd).
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·
Development of the Gas Sector. We are planning to fast-track development of this business
segment with third party participation both onshore and offshore under the framework of
the Venezuelan Organic Law of Gaseous Hydrocarbons.
·
Development of the Delta Caribe. This natural gas development initiative consists of the
Northeast Delta Caribbean Project and the Rafael Urdaneta Project in western offshore
Venezuela. The project involves the development of gas reserves located north of Paria
(the Mariscal Sucre Project), Plataforma Deltana, the Gulf of Paria, Guarapiche, Punta
Pescador and the Delta Centro area. We intend to link all blocks by a gas pipeline network
to the future Güíria Hub, where an industrial complex CIGMA is expected to be developed.
·
Development of Infrastructure. We are implementing an infrastructure program focused on
multiple projects with the aim of assuring the development of the crude oil and gas
reserves. This program includes the building of about 9.3 million barrels of oil storage
capacity, 3 additional loading docks, approximately 650 km in oil pipelines, 4 new
distribution facilities, the expansion of existing gas pipelines, and building new pipelines
for an estimated length of 6,210 km.
·
Marketing of Crude and Products. We focus on the marketing of all crude oil and refined
petroleum products projected in our marketing plan and the renewing and expanding of our
tanker fleet. Our subsidiary, PDV Marina, intends to increase its tanker capacity from its
current 1,348,000 dwt (Dead Weight Ton) to 4,151,000 dwt by 2012. We expect to
increase the number of our tankers and transport capacity in order to match the expected
increase in production and better distribute our crude oil and refined petroleum products.
In addition, we intend to expand and diversify our marketing efforts in Latin America, the
Caribbean and Asia, including China and India.

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The following chart summarizes our corporate structure.
________________
(1)
Subsidiary Guarantor.
(2)
On February 26, 2007, President Chávez issued Decree-Law No. 5,200 pursuant to which Petrozuata, Sincor, Cerro Negro and Hamaca
must be converted into Empresas Mixtas in which Corporación Venezolana de Petróleo, S.A., or CVP, our wholly owned subsidiary, or
any other of our subsidiaries, holds an equity interest of at least 60% in accordance with the Organic Hydrocarbons Law. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Other Recent Developments--Decree-Law
No. 5,200."
(3)
CVP holds an equity interest in Empresas Mixtas, in the proportions as listed on page 55 of this Prospectus under section "Conversion of
Prior Operating Service Agreements to Empresas Mixtas."

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THE OFFERING
The following summary is qualified in its entirety by reference to detailed information appearing
elsewhere in this Prospectus.
Issuer............................................................................ Petróleos de Venezuela, S.A.
Guarantor.................................................................... PDVSA Petróleo, S.A.
Notes............................................................................. $3,000,000,000 5.25% senior notes due 2017,
$3,000,000,000 5.375% senior notes due 2027 and
$1,500,000,000 5.50% senior notes due 2037.
Closing Date................................................................. April 12, 2007.
Maturity Date ............................................................. April 12, 2017.
April 12, 2027.
April 12, 2037.

Interest ......................................................................... Interest will accrue on the Notes maturing in 2017 at
the rate of 5.25% per annum, on the Notes maturing
in 2027 at the rate of 5.375% per annum and on the
Notes maturing in 2037 at the rate of 5.50% per
annum. Interest will be payable in arrears on each
April 12 and October 12, commencing on
October 12, 2007 until the applicable Maturity Date.
Interest on the Notes will be calculated on the basis
of a 360-day year of twelve 30-day months.
Principal....................................................................... The principal amount of the Notes maturing in 2017,
the Notes maturing in 2027 and the Notes maturing in
2037 will be paid on the applicable Maturity Date.
Form and Denomination ............................................ The Notes will be issued in the form of one global
note in registered form without coupons, or Global
Notes. The Notes sold in reliance on Regulation S
under the U.S. Securities Act will be in fully
registered form without interest coupons attached.
The Notes maturing on 2017 and 2027 will have
denominations of $400 and in integral multiples of
$100 in excess thereof. The Notes maturing on 2037
will have denominations of $200 and integral
multiples of $100 in excess thereof.
Use of Proceeds............................................................ The Issuer will use the gross proceeds of $7.5 billion
from the sale of the Notes for general corporate
purposes including financing of capital expenditures.
Payment of Additional Amounts ............................... All payments made in respect of the Notes will be
made free and clear of, and without withholding or
deduction for or on account of, any present or future
Venezuelan taxes, unless such withholding or
deduction is required by law. Subject to certain
exceptions, in the event of any such withholding or
deduction the Issuer will pay such additional amounts

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