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Petroleos Mexicanos

Pemex Project Funding Master Trust Announces Exchange Offers

Mexico City, November 17 (ots/PRNewswire)

Petroleos Mexicanos
("Pemex") announced today that the Pemex Project Funding Master Trust
(the "Issuer"), a Delaware trust controlled by Pemex, intends to
offer to exchange any and all of the outstanding U.S. $250,000,000
9.00% Guaranteed Notes due 2007, U.S. $600,000,000 8.85% Global
Guaranteed Notes due 2007, U.S. $598,240,000 9-3/8% Global Guaranteed
Notes due 2008, U.S. $350,000,000 9-1/4% Global Guaranteed Bonds due
2018, U.S. $250,000,000 8.625% Bonds due 2023, U.S. $400,000,000
9.50% Global Guaranteed Bonds due 2027 and U.S. $500,000,000 9.50%
Puttable or Mandatorily Exchangeable Securities ("POMES(SM)") due
2027 (collectively, the "Old Securities") of Pemex for an equal
principal amount of the corresponding series of 9.00% Guaranteed
Notes due 2007, 8.85% Guaranteed Notes due 2007, 9-3/8% Guaranteed
Notes due 2008, 9-1/4% Guaranteed Bonds due 2018, 8.625% Guaranteed
Bonds due 2023, 9.50% Guaranteed Bonds due 2027 or 9.50% Guaranteed
POMES(SM) due 2027 to be issued by the Issuer (collectively, the "New
Securities").
In order to have a better sense of the success rate of the
exchange offers early in the process, the Issuer is offering to pay
each eligible holder who tenders Old Securities on or prior to the
Early Participation Date (as defined below) and does not withdraw
such Old Securities, an early participation payment in the amount of
U.S. $2.50 in cash for each U.S. $1,000 principal amount of Old
Securities tendered (the "Early Participation Payment"). The Issuer
will not be required to make the Early Participation Payment unless
and until the exchange offers are consummated.
The exchange offers will commence on November 17, 2004 and will
expire at Midnight, New York City time, on December 21, 2004 (the
"Expiration Date"), unless extended. The early participation date
will be 5:00 p.m., New York City time, on December 15, 2004 (the
"Early Participation Date") and holders may withdraw tenders of Old
Securities at any time prior to the Early Participation Date.
The terms and conditions of the exchange offers are set forth in
an offering memorandum dated November 17, 2004 and an accompanying
letter of transmittal that will be distributed to all holders of the
Old Securities that have completed and returned the certification
referred to in the offering memorandum regarding their eligibility to
participate in the exchange offers.
The net proceeds that the Issuer receives from Pemex from
transferring the Old Securities will be used to finance investments
in certain long-term productive infrastructure projects.
The New Securities, and the respective guaranties thereof, have
not been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons, except
in accordance with an applicable exemption from the registration
requirements thereof. Accordingly, the New Securities are being
offered and issued only (i) to "U.S. persons" as defined in Rule 902
under the Securities Act that are also "Qualified Institutional
Buyers" as defined in Rule 144A under the Securities Act, in a
private placement, or (ii) persons who are not "U.S. persons" as
defined in Rule 902 under the Securities Act and that are not
"Disqualified Non-U.S. Holders" (a term defined in the offering
memorandum) in offshore transactions. Accordingly, the New Securities
are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities Act
and applicable state securities laws, pursuant to registration or
exemption therefrom.
This announcement is not an offer to exchange or a solicitation of
an offer to exchange any Old Securities for New Securities. The
exchange offers are being made solely by the offering memorandum and
letter of transmittal.
IF YOU ARE IN THE NETHERLANDS: The exchange offers are only
extended to individuals or legal entities who or which trade or
invest in securities in the conduct of their profession or trade.
If you are located or resident in Italy, please disregard this
announcement.
D.F. King & Co., Inc. is the information agent for the exchange
offers and requests for documentation should be directed to them at
+1(800)207-3158

Contact:

Tom Long, +1-212-493-6920, for Petroleos Mexicanos