FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of ~~October~~June ~~2003~~ 2004

Commission File number: 333-09678

PDVSA FINANCE LTD.
(Exact Name of Registrant as Specified in its Charter)

Caledonian Bank & Trust Ltd.
Caledonian House, P.O. Box 1043
George Town, Grand Cayman

Cayman Islands
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ý

Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

TABLE OF INCORPORATION BY REFERENCE CONTENTS

~~This~~Item ~~report~~1. onFinancial ~~Form 6-K~~Statements isfor ~~hereby incorporated by reference into~~ the ~~registration statement on Form F~~three-3month ofperiods ~~PDVSA Finance, Ltd.~~ended ~~and~~March ~~Petróleos de Venezuela~~31, ~~S.A.~~2004 ~~(File No. 333-65454) as amended, first filed with the U.S. Securities~~ and ~~Exchange Commission on July 19, 2001.~~ 2003

~~PDVSA FINANCE LTD.~~ F-2

~~This report on Form 6-K contains the unaudited financial statements of~~ PDVSA ~~Finance Ltd~~FINANCE LTD.(A ~~for~~wholly ~~and~~owned assubsidiary of ~~the~~ Petróleos ~~six~~de ~~months ended June 30~~Venezuela, ~~2003~~S. A.—PDVSA)

Financial ~~DEFINED TERMS~~ Statements

Some of the terms used in this document and not otherwise defined herein shall have the specific meanings ascribed to them in the Receivables Purchase Agreement, dated as of April 27, 1998, among PDVSA Finance Ltd., PDVSA Petróleo, S.A. and Petróleos de Venezuela, S.A (the "Receivables Purchase Agreement"). These terms include "receivable," "eligible customer," "designated customer," "eligible receivable" and "purchased receivable." References to "oil" and "product," as applied to oil and petroleum products of Petróleos de Venezuela, S.A. are also defined in the Receivables Purchase Agreement. F-3

~~The~~PDVSA ~~Receivables~~FINANCE ~~Purchase Agreement was filed with the U~~LTD.S. (A ~~Securities~~wholly ~~and~~owned ~~Exchange Commission on November 27, 1998, as Exhibit 10.1 to the Registration Statement on~~subsidiary ~~Form F-4~~ of ~~PDVSA Finance Ltd. and~~ Petróleos de Venezuela, S.A ~~(Commission File No~~. ~~333~~ -~~9678)~~ ~~(the "1998 Registration Statement"~~PDVSA).

~~As used~~Balance in this report, references to "dollars" or "$" are to the lawful currency of the United States. When used in this report, the terms "we," "our"," us" and "PDVSA Finance," refer to PDVSA Finance Ltd, the term "Petróleos de Venezuela" refers to Petróleos de Venezuela, S.A., the term "PDVSA Petróleo" refers to PDVSA Petróleo, S.A. and its predecessor, and the term "PDVSA" refers to Petróleos de Venezuela and its consolidated subsidiaries. Sheets

(In thousands ~~GENERAL~~of ~~INFORMATION~~ U.S. dollars)

As sales to designated customers by PDVSA Petróleo fluctuate over time, the information herein is not necessarily indicative of future sales.

	March 31, 2004	December 31, 2003
	(Unaudited)
Assets
Current assets
Cash and cash equivalents (note 2(f))	40,000	218,949
Liquidity account (note 3)	166,291	166,246,125
Current purchased accounts receivable, net of unamortized discounts of 4,884 in March 31, 2004 and 3,770 in December 2003 (includes 814,632 and 715,238 due from affiliates at March 31, 2004 and December 31, 2003, respectively) (notes 4 and 11)	1,176,319	924,225
Rights to future (ungenerated) purchased accounts receivable (notes 4, 5 and 11)	2,563,009	2,707,250
Cross-currency swap (note 5)	3,291	4,346
Total assets	3,948,910	4,021,016

Liabilities and Shareholder’s Equity

Current liabilities
Current portion of long-term debt (note 6)	214,337	225,887
Accrued interest payable	29,272	31,449
Accruals and accounts payable	20,490	6,733
Current income tax payable (note 8)	4,423	19,208
Deferred income tax (note 8)	3,154	3,020
Total current liabilities	271,676	286,297

Long-term liabilities
Long-term debt (note 6)	2,707,808	2,792,496

Total liabilities	2,979,484	3,078,793

Shareholder’s equity
Capital stock (note 9)	200,000	200,000
Additional paid-in capital	300,000	300,000
Retained earnings	469,426	442,223
Total shareholder’s equity	969,426	942,223

Total liabilities and shareholder’s equity	3,948,910	4,021,016

The accompanying notes ~~FACTORS~~are ~~AFFECTING~~an ~~FORWARD-LOOKING~~integral ~~STATEMENTS~~ part of these financial statements.

~~This report on Form 6~~F-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Specifically, certain statements under the caption "Operating and Financial Review and Prospects" are forward-looking statements. Such statements are subject to certain risks and uncertainties, such as changes in import controls or import duties, levies or taxes in international markets and changes in prices or demand for products produced by PDVSA Petróleo or its subsidiaries or affiliates in international markets as a result of competitive, economic and other factors. Although we believe that the expectations reflected by such forward-looking statements are reasonable based on information currently available to us, we cannot assure you that such expectations will prove to be correct. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. 4

PDVSA FINANCE LTD. (A wholly owned subsidiary ~~INDEX~~of Petróleos TOde ~~FINANCIAL~~Venezuela, ~~STATEMENTS~~ S.A. - PDVSA)

		Page
Balance Sheets		F-2
Statements of Income		F-3
Statement of Changes in Shareholder's Equity		F-4
Statements of Cash Flows		F-5
Notes to the Financial Statements		F-6

Statements of Income

~~F-1~~(Unaudited)

~~PDVSA FINANCE LTD.~~ (~~A wholly-owned subsidiary of Petróleos de Venezuela, S.A.) Balance Sheets (~~In thousands of U.S. dollars)

				June 30, 2003		December 31, 2002
		Three-months ended March 31, 2004		Three-months ended March 31, 2003
				(Unaudited)
Revenues
Assets
Income from discount on purchased accounts receivable (notes 2(c) and 11)		86,941		82,503
Current assets
Other income		526		1,797
	Cash and cash equivalents (note 2f)			104		450,974
Total revenues		87,467		84,300
	Liquidity account (note 3)			163,714		161,125
Interest expense (note 6)		(58,075	)	(65,493	)
	Interest on cross-currency swap			102		—
Foreign exchange (loss) gain (note 2(g))		5,681		(5,709	)
	Current purchased accounts receivable (includes 741,143 due from affiliates at June 30, 2003 and 266,385 at December 31, 2002, respectively) (note 4)			1,071,972		435,944
Gain (loss) on cross-currency swap (note 5)		(1,055	)	11,650
	Rights to future (ungenerated) purchased accounts receivable (note 4)			2,905,617		3,214,181
General and administrative expenses (note 7)		(2,259	)	(717	)
	Cross-currency swap (note 5)			2,812		—
Income before income tax		31,759		24,031
		Total assets		4,144,321		4,262,224
Income tax expense (note 8)		(4,556	)	(4,084	)
Liabilities and Shareholder's Equity
Net income		27,203		19,947
Current liabilities
	Current portion of long-term debt			356,295		351,265
	Accrued interest payable			31,601		32,937
	Deferred income			5,679		5,952
	Accruals and accounts payable			2,790		2,260
	Current income tax payable (note 8)			28,015		19,522
	Deferred income tax (note 8)			4,176		3,612
		Total current liabilities		428,556		415,548
Long-term liabilities
	Long-term debt (note 6)			2,828,157		2,994,826
	Cross-currency swap (note 5)			—		8,742
		Total liabilities		3,256,713		3,419,116
Shareholder's equity
	Capital stock (note 9)			200,000		200,000
	Additional paid-in capital			300,000		300,000
	Retained earnings			387,608		343,108
		Total shareholder's equity		887,608		843,108
		Total liabilities and shareholder's equity		4,144,321		4,262,224

The ~~accompanying~~ accompanying notes are an integral part of these financial statements.

F-25

PDVSA FINANCE LTD. (A wholly- owned subsidiary of Petróleos de Venezuela, S.A.~~) Statements~~ of- ~~Income (Unaudited~~PDVSA) ~~(In thousands of U.S. dollars)~~

			Six-months ended June 30, 2003		Six-months ended June 30, 2002
Revenues
	Income from discount on purchased accounts receivable (note 2c)		182,970		194,356
	Other income		3,779		1,626
		Total revenues	186,749		195,982
Interest expense (note 6)			(129,467	)	(141,431	)
Foreign exchange (loss) (note 2g)			(12,434	)	(16,395	)
Gain on cross-currency swap			11,554		18,048
General and administrative expenses (note 7)			(2,845	)	(3,401	)
		Income before income tax	53,557		52,803
Income tax expense (note 8)			(9,057	)	(9,620	)
		Net income	44,500		43,183

Statements of Changes in Shareholder’s Equity

~~The accompanying~~(In ~~notes~~thousands ~~are an integral part~~ of ~~these financial statements~~U.S. dollars)

F-3

	Capital stock	Additional paid-in capital	Retained earnings	Total

Balances at December 31, 2003	200,000	300,000	442,223	942,223

Net income (unaudited)	—	—	27,203	27,203

Balances at March 31, 2004 (unaudited)	200,000	300,000	469,426	969,426

The accompanying notes ~~PDVSA~~are ~~FINANCE LTD. (A~~an ~~wholly-owned~~integral ~~subsidiary~~part of ~~Petróleos~~these definancial ~~Venezuela, S~~statements.~~A.) Statement of Changes in Shareholder's Equity (In thousands of U.S. dollars)~~

	Capital stock	Additional paid-in capital	Retained earnings	Total
Balances at December 31, 2002	200,000	300,000	343,108	843,108
Net income (unaudited)	—	—	44,500	44,500
Balances at June 30, 2003 (unaudited)	200,000	300,000	387,608	887,608

F-6

~~The accompanying~~PDVSA ~~notes~~FINANCE ~~are~~LTD. (A anwholly ~~integral~~owned ~~part~~ subsidiary of Petróleos ~~these~~de ~~financial~~Venezuela, ~~statements~~S.A. - PDVSA)

~~F-4~~Statements of Cash Flows

~~PDVSA FINANCE LTD.~~ (~~A wholly-owned subsidiary of Petróleos de Venezuela, S.A.) Statements of Cash Flows (~~Unaudited) ~~(In thousands of U.S. dollars)~~

				Six-months ended June 30, 2003		Six-months ended June 30, 2002
Cash flows from operating activities
	Net income			44,500		43,183
	Items not requiring cash
		Deferred income tax		564		708
		Unrealized foreign exchange loss		13,939		17,560
		Gain on cross-currency swap		(11,554	)	(18,048	)
	Change in assets and liabilities
		Uncollected discount on purchased accounts receivable		(76,485	)	(98,834	)
		Accrued interest payable		(1,336	)	(480	)
		Accruals and accounts payable		530		12
		Current income tax payable		8,493		(6,850	)
			Net cash flows used in operating activities	(21,349	)	(62,749	)
Cash flows from investing activities
	Liquidity account			(968	)	(60,834	)
	Collection of accounts receivable, net of discounts collected			3,118,341		3,859,541
	Purchases of accounts receivable			(3,371,080	)	(3,660,045	)
			Net cash flows provided by (used in) investing activities	(253,707	)	138,662
Cash flows from financing activities
	Repayment of debt			(175,814	)	(110,919	)
			Net cash flows used in financing activities	(175,814	)	(110,919	)
Cash and cash equivalents
	Net change for the period			(450,870	)	(35,006	)
	At beginning of the period			450,974		35,006
	At end of the period			104		—
Supplemental disclosure
Cash paid during the period for
	Interest			130,803		142,076
	Income tax			—		12,799

(In thousands of U.S. dollars)

The accompanying notes are an integral part of these financial statements.

	Three-months ended March 31, 2004		Three-months ended March 31, 2003
Cash flows from operating activities
Net income	27,203		19,947
Items not requiring cash
Deferred income tax	133		1,817
Unrealized foreign exchange loss (gain)	(2,021	)	6,051
(Gain) loss on cross-currency swap	1,055		(11,650	)
Change in assets and liabilities
Uncollected discount on purchased accounts receivable	(30,739	)	(27,926	)
Accrued interest payable	(2,178	)	(620	)
Accruals and accounts payable	13,758		707
Current income tax payable	(14,785	)	2,267

Net cash used in operating activities	(7,574	)	(9,407	)

Cash flows from investing activities
Liquidity account	(374	)	(534	)
Collection of accounts receivable, net of discounts collected	2,724,165		942,313
Purchases of accounts receivable	(2,801,688	)	(1,096,782	)

Net cash used in investing activities	(77,897	)	(155,003	)

Cash flows from financing activities
Debt repayments	(93,478	)	(87,907	)

Net cash used in financing activities	(93,478	)	(87,907	)

Cash and cash equivalents
Net change for the period	(178,949	)	(252,317	)
At beginning of the period	218,949		450,974
At end of the period	40,000		198,657

Supplemental disclosure
Cash paid during the period for
Interest	59,892		66,113
Income tax	16,026		—

~~F-5~~The accompanying notes are an integral part of these financial statements.

~~PDVSA FINANCE LTD. (A wholly~~F-~~owned subsidiary of Petróleos de Venezuela, S.A.) Notes to the Financial Statements (In thousands of U.S. dollars)~~ 7

PDVSA FINANCE LTD. (~~1) Incorporation~~A ~~and~~wholly ~~Operations~~ owned subsidiary of Petróleos de Venezuela, S.A. - PDVSA)

~~PDVSA~~Notes ~~Finance Ltd.~~to (the ~~Company)~~Financial was incorporated on March 18, 1998 (inception), under the laws of the Cayman Islands, and is a wholly-owned subsidiary of Petróleos de Venezuela, S. A. (PDVSA), the national oil company of the Bolivarian Republic of Venezuela. Statements

~~The main~~(In ~~objective~~thousands of ~~the Company is to transact selected financing activities outside the Cayman Islands~~U. ~~The Company's business is limited to the issuance of unsecured debt and the acquisition from PDVSA Petróleo,~~ S. ~~A., together with its predecessor PDVSA Petróleo y Gas, S. A., ("PDVSA Petróleo"~~dollars)~~, a wholly-owned subsidiary of PDVSA, of certain accounts receivable under the Receivables Purchase Agreement (the RPA) dated April 27, 1998 among the Company, PDVSA and PDVSA Petróleo.~~

~~Pursuant to the terms of the RPA, the Company has the right to purchase from PDVSA Petróleo certain current and future accounts receivable~~ (~~Eligible Receivables~~1) ~~generated~~ Incorporation ~~or to be generated from the export from Venezuela of crude oil~~ and refined petroleum products to certain designated customers (Designated Customers). Any Eligible Receivable (including future Eligible Receivables) that is not due and payable when purchased (at the time the purchase price is paid) will be purchased at a discount. The amount of the discount will be determined for each purchased Eligible Receivable by discounting the invoice amount of such Eligible Receivable by a rate equal to the weighted average of the yield of the Company's outstanding indebtedness on the day the price for such Eligible Receivable is paid to PDVSA Petróleo (as adjusted to reflect certain costs and expenses (including taxes) incurred by the Company in connection with the issuance of debt and the purchase of Eligible Receivables), plus 50 basis points for the period from the date on which the purchase price for such Eligible Receivable was paid to PDVSA Petróleo to the day on which the purchased Eligible Receivable is due from the Designated Customer. PDVSA will guarantee the performance of PDVSA Petróleo of its obligations under the RPA but not payment of any Eligible Receivable purchased by the Company. Operations

~~All proceeds~~PDVSA ~~received~~Finance orLtd. ~~to be received by~~ (the Company) ~~from~~was ~~Designated~~incorporated ~~Customers~~on ~~or from any issuance of unsecured debt~~March 18, ~~including~~1998 ~~amounts contributed as capital~~(inception), ~~have~~under ~~been~~the orlaws ~~will be~~of ~~used~~the toCayman ~~purchase~~Islands, ~~current~~and oris ~~future~~a ~~Eligible~~wholly ~~Receivables~~owned subsidiary of ~~Designated~~Petróleos ~~Customers~~de ~~from~~Venezuela, S.A. (PDVSA), ~~Petróleo~~the tonational ~~service~~oil orcompany ~~refinance~~of ~~its~~the ~~existing~~Bolivarian ~~indebtedness,~~Republic ~~for~~of ~~general corporate purposes or to pay dividends~~Venezuela.

PDVSA Finance is the principal vehicle for corporate financing of PDVSA. The company raises capital through transactions in selected financing activities outside the Cayman Islands. The Company’s business is limited to the issuance of unsecured debt and the acquisition from PDVSA Petróleo, S.A., together with its predecessor PDVSA Petróleo y Gas, S.A., (2“PDVSA Petróleo”) ~~Significant~~, ~~Accounting~~a ~~Policies~~ wholly owned subsidiary of PDVSA, of certain accounts receivable under the Receivables Purchase Agreement (the RPA) dated April 27, 1998 among the Company, PDVSA and PDVSA Petróleo.

~~The~~Pursuant ~~following~~to the terms of the RPA, the Company has the right to purchase from PDVSA Petróleo certain current and future accounts receivable (Eligible Receivables) generated or to be generated from the export from Venezuela of crude oil and refined petroleum products to certain designated customers (Designated Customers). Any Eligible Receivable (including future Eligible Receivables) that is not due and payable when purchased (at the time the purchase price is paid) will be purchased at a ~~summary~~discount. The amount of the ~~significant~~discount ~~accounting~~will ~~policies~~be determined ~~followed~~for each purchased Eligible Receivable by discounting the invoice amount of such Eligible Receivable by a rate equal to the weighted average of the yield of the Company’s outstanding indebtedness on the day the price for such Eligible Receivable is paid to PDVSA Petróleo (as adjusted to reflect certain costs and expenses (including taxes) incurred by the Company in connection with the ~~preparation~~issuance of debt and the ~~accompanying~~purchase ~~financial~~of ~~statements:~~Eligible Receivables), plus 50 basis points for the period from the date on which the purchase price for such Eligible Receivable was paid to PDVSA Petróleo to the day on which the purchased Eligible Receivable is due from the Designated Customer. PDVSA will guarantee the performance of PDVSA Petróleo of its obligations under the RPA but not payment of any Eligible Receivable purchased by the Company.

All ~~(a) Statement~~proceeds received or to be received by the Company from Designated Customers or from any issuance of unsecured ~~Compliance~~ debt, including amounts contributed as capital, have been or will be used to purchase current or future Eligible Receivables of Designated Customers from PDVSA Petróleo to service or refinance its existing indebtedness, for general corporate purposes or to pay dividends.

~~The financial statements have been prepared in accordance with International Financial Reporting Standards~~ (~~IFRS~~2) ~~adopted by the International Accounting~~ Significant ~~Standards~~Accounting ~~Board (IASB). The interim financial statements have been prepared in accordance with and comply with IAS 34 "Interim Financial Reporting".~~ Policies

The ~~(b) Basis~~following is a summary of ~~Presentation~~ the significant accounting policies followed by the Company in the preparation of the accompanying financial statements:

~~The~~(a) Statement ~~financial statements are presented is U.S. dollars. They are prepared on the historical cost basis which approximates fair value in the case~~ of ~~cash and cash~~ ~~equivalents, liquidity account, current~~ Compliance

~~F-6~~The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) (formerly International Accounting Standards or IAS) adopted by the International Accounting Standards Board (IASB). The interim financial statements have been prepared in accordance with and comply with IAS 34 “Interim Financial Reporting”

~~purchased accounts~~(b) Basis ~~receivable~~of ~~and rights to future purchased accounts receivable. The cross-currency swap is carried at fair value. Accounting policies are consistent with those used in the previous periods.~~ Presentation

The ~~(c) Revenue~~financial ~~Recognition~~ statements are presented in U.S. dollars. They are prepared on the historical cost basis except for the cross-currency swap which is carried at fair value. Accounting policies, are consistent with those used in the previous periods.

~~Revenue from the discount on purchased accounts receivable is recorded as income when earned as described below:~~ F-8

(dc) ~~Deferred~~ Revenue ~~Income Tax~~ Recognition

~~The~~Revenue ~~Company~~from ~~defers~~the ~~income~~discount on ~~tax~~purchased ~~related~~accounts toreceivable ~~revenue~~is ~~earned~~recorded ~~but~~as ~~which~~income ~~has~~when ~~not~~earned ~~been~~as ~~collected.~~ described below:

• Discounts on future (eungenerated) ~~Use~~ purchased accounts receivable, Eligible Receivables of Designated ~~Estimates~~ Customers that have not yet been generated by PDVSA Petróleo, are determined by applying the relevant discount rate to the average daily balance of future Eligible Receivables. Such discounts are recorded as income from discount on purchased accounts receivable and future Eligible Receivables.

~~The~~• Discounts ~~preparation~~on current purchased accounts receivable, Eligible Receivables of ~~financial~~Designated Customers ~~statements~~that ~~requires~~have ~~management~~been togenerated ~~make~~by ~~estimates~~PDVSA ~~and~~Petróleo, ~~assumptions~~are ~~that~~determined ~~affect~~by applying the ~~reported~~relevant ~~amounts~~discount rate to the invoice amount of ~~assets,~~the ~~liabilities,~~generated Eligible ~~revenues~~Receivable based on the number of days from generation until such current Eligible Receivable becomes due and ~~expenses~~payable from the Designated Customer. The ~~Actual~~discount ~~results~~relating ~~could~~to ~~differ~~the period from ~~those~~generation ~~estimates~~until such current Eligible Receivable becomes due and payable from the Designated Customer is recorded as income when earned during this period, using the interest method. Any unearned discount at the date of the financial statements is recorded as a reduction from current purchased accounts receivable.

• The total amount of the discount on each purchased Eligible Receivable (fi.e., the total revenue generated by each purchased Eligible Receivable) ~~Cash~~ ~~Flows~~ is determined by discounting the invoice amount of such Eligible Receivable for the period from the day on which the purchased Eligible Receivable is due from the Designated Customer to the date on which the purchase price for such Eligible Receivable was paid to PDVSA Petróleo. The discount rate is equal in each case to the weighted average of the yield of PDVSA Finance’s outstanding indebtedness on the day the price for such Eligible Receivable was paid to PDVSA Petróleo (as adjusted to reflect certain costs and expenses (including taxes) incurred by PDVSA Finance in connection with the issuance of debt and the purchase of Eligible Receivables) plus 50 basis points. At March 31, 2004 and December 31, 2003, the discount rate was 8.71%, and 8.68%, respectively.

~~For~~(d) Deferred ~~purposes~~Income ~~of the statement of cash flows, the Company considers as cash equivalents all deposits and other cash placements available with original maturities of three months or less.~~ Tax

~~F-7~~The Company accrues a deferred tax liability for income tax related to revenue earned but which has not been collected.

(ge) ~~Foreign~~ Use ~~Currency~~of ~~Transactions~~ Estimates

~~Transactions~~The inpreparation ~~foreign currency are recorded in dollars at the rate~~ of financial ~~exchange~~statements atrequires ~~the~~management ~~dates~~to ofmake ~~the~~estimates ~~transactions. All assets~~ and ~~liabilities~~assumptions ~~denominated in~~that ~~foreign~~affect ~~currencies are translated into dollars at~~ the ~~period-end~~reported ~~rates~~amounts of ~~exchange. Gains or losses from translation of~~ assets, ~~and~~ liabilities, ~~denominated~~revenues inand ~~foreign~~expenses. Actual ~~currencies~~results ~~are included~~could indiffer ~~the~~from ~~statement of income~~those estimates.

~~(h) Segment Reporting~~ F-9

~~The Company operates in one reportable segment of acquiring accounts receivable, which are subject to similar risks and rewards.~~ (f) Cash Flows

Cash ~~(i) Reconciliation~~equivalents amounted to ~~Accounting~~US$40,000 ~~Principles~~and ~~Generally~~US$218,810 ~~Accepted~~at inMarch 31, ~~the~~2004 ~~United~~and ~~States~~December 31, (U2003, respectively.S. For ~~GAAP)~~ purposes of the statement of cash flows, the Company considers as cash equivalents all deposits and other cash placements available with original maturities of three months or less.

~~All~~(g) Foreign ~~proceeds from issuance of debts, net of debt issuance cost, is transferred to PDVSA Petróleo for the purchase of eligible accounts receivables~~Currency under the RPA. Pursuant to the RPA, the cost of such debt issuance is borne by PDVSA through adjusting the formula for receivables allocable to the Company in exchange for the net proceeds from debt issuance. Transactions

~~Under~~Transactions in foreign ~~U.S.~~currency ~~GAAP~~are ~~such~~recorded ~~amounts~~in ~~would~~dollars beat ~~reported~~the asrate anof ~~adjustment~~exchange toat ~~borrowing~~the ~~cost,~~dates of the transactions. All assets and liabilities denominated in foreign currencies are ~~not~~translated ~~significant~~into dollars at the period-end rates of exchange. Gains or losses from translation of assets and liabilities denominated in foreign currencies are included in the statement of income.

(3h) ~~Liquidity~~ Segment ~~Account~~ Reporting

~~Under the Fiscal and Paying Agency Agreement (the Fiscal Agency Agreement), dated May 14, 1998, among the Company,~~ The ~~Chase Manhattan Bank, as Fiscal Agent, and The Chase Manhattan Bank Luxembourg S. A., as Paying Agent, the~~ Company isoperates ~~required to maintain an account with the Fiscal Agent designated as the "Liquidity Account". Under the terms of~~in ~~the~~one ~~Company's~~reportable ~~indebtedness,~~segment ~~the cash balance and permitted investments standing to the credit~~ of ~~such~~acquiring ~~account~~accounts ~~at any time shall be at least equal to the sum of the amount of the first payment of scheduled debt service in respect of each and every debt instrument outstanding~~receivable, ~~provided~~which ~~that~~are ifsubject ~~there is more than one payment of debt service scheduled on any given debt instrument within the 30 days immediately succeeding the date of determination, cash and permitted investments equal~~ to ~~the sum of all such amounts scheduled to become due on such debt instrument within such period~~ ~~shall~~similar ~~stand~~risks ~~to the credit of such account. At June 30, 2003~~ and December 31, 2002, the balance in the Liquidity Account represents cash and time deposits that are permitted investments standing to the credit of such account, including interest earned on such amountsrewards.

(4i) ~~Current~~ Reconciliation ~~and~~to Accounting ~~Future~~Principles ~~Purchased~~Generally ~~Accounts~~Accepted ~~Receivable~~ in the United States of America (U.S. GAAP)

~~Under~~The ~~the RPA, the~~ Company’s ~~purchases Eligible Receivables of Designated Customers from PDVSA Petróleo. Rights to future (ungenerated) purchased~~financial ~~accounts~~statements ~~receivable~~are ~~represent~~prepared ~~the~~in ~~purchase~~accordance ~~price paid to PDVSA Petróleo for such receivables plus accrued discounts and debt offering costs~~IFRS. As ~~there~~of ~~is no ownership interest held in ungenerated assets~~March 31, ~~the~~2004 ~~rights to future purchased accounts receivables represent a lending arrangement between the Company~~ and ~~PDVSA~~December 31, ~~which~~2003 ~~will~~and befor ~~redeemed by PDVSA through~~ the ~~future delivery of~~ ~~discounted~~three-month ~~accounts~~periods ~~receivable.~~ended ~~Other~~March 31, ~~than~~2004 inand ~~limited circumstances~~2003, ~~the~~there ~~Company~~are ~~has~~ no ~~recourse to or claim against PDVSA Petróleo for funds advanced toward payments of Eligible~~material ~~Receivables~~differences ~~(see~~between ~~notes~~U.S. 5GAAP and ~~11).~~IFRS ~~PDVSA~~affecting ~~Petróleo~~reported ~~satisfies~~net ~~its~~income ~~obligations~~or shareholder’s ~~under~~equity ~~the RPA by delivering Eligible Receivables of Designated Customers to the Company~~ in the ~~order~~financial ~~in which they are first generated by PDVSA Petróleo without regard to any concentration limit by Designated Customers~~statements.

~~F-8~~All proceeds from issuance of debts, net of debt issuance cost, is transferred to PDVSA Petróleo for the purchase of eligible accounts receivable under the RPA. Pursuant to the RPA, the cost of such debt issuance is born by PDVSA through adjusting the formula for receivables allocable to the Company in exchange for the net proceeds from debt issuance. Under U.S. GAAP such amounts would be reported as an adjustment to borrowing costs, and are not significant.

(53) ~~Financial Instruments~~ Liquidity Account

~~The~~Under ~~Company~~the isFiscal ~~exposed to concentrations of credit risk primarily as a result of holding current~~ and ~~future purchased accounts receivable and cash equivalents.~~ ~~The~~Paying ~~Company's~~Agency ~~cash~~Agreement ~~equivalents~~(the ~~are~~Fiscal ~~held~~Agency inAgreement), ~~money~~dated ~~market~~May ~~funds~~14, ~~and time deposits currently placed with two financial institutions. Current purchased receivables are dispersed~~ 1998, among athe ~~broad~~Company, ~~Designated Customer~~The ~~base~~Chase ~~primarily~~Manhattan inBank, ~~the~~as ~~United~~Fiscal ~~States and Canada~~Agent, and ~~future~~The ~~purchased~~Chase Manhattan ~~accounts~~Bank ~~receivable~~Luxembourg ~~(to~~S. beA., ~~delivered~~as byPaying ~~PDVSA~~Agent, ~~Petróleo~~the ~~upon~~Company ~~generation)~~is ~~represent~~required ~~amounts paid~~ to ~~PDVSA~~ ~~Petróleo~~maintain onan account ofwith ~~future~~the ~~accounts~~Fiscal ~~receivable. Amounts~~Agent ~~paid~~designated onas ~~account~~the of“Liquidity Account”. Under ~~future~~the ~~(ungenerated)~~terms ~~Eligible Receivables~~ of ~~Designated Customers (to be generated by PDVSA Petróleo after receipt of~~ the ~~purchase price) constitute purchases~~ ofCompany’s ~~future~~indebtedness, ~~(ungenerated)~~the ~~accounts~~cash ~~receivable~~balance ~~which~~and ~~are~~permitted ~~satisfied~~investments ~~only~~standing ~~upon~~ to the ~~generation~~credit of ~~Eligible~~such ~~Receivables~~account ofat ~~Designated~~any ~~Customers~~time byshall ~~PDVSA~~be ~~Petróleo,~~at ~~which~~least ~~without~~equal ~~further action are transferred~~ to, ~~and become~~ the ~~property~~sum of, the ~~Company.~~amount ~~Under certain circumstances, upon PDVSA Petróleo's failure to perform certain~~ of ~~its covenants under~~ the ~~RPA~~first ~~the~~payment ~~Company may choose to require PDVSA Petróleo to repurchase all or any~~ of ~~the~~scheduled ~~outstanding~~debt ~~accounts~~service ~~receivable~~in ~~(whether~~respect ~~current or future). PDVSA Petróleo's performance~~ of ~~its~~each ~~obligations~~and ~~under~~every ~~the~~debt ~~RPA~~instrument isoutstanding, ~~guaranteed~~provided bythat ~~PDVSA.~~if ~~Accordingly,~~there ~~the Company~~ is ~~exposed~~more tothan ~~PDVSA Petróleo's generation risk, namely its ability to generate the appropriate volume of~~one ~~accounts~~payment ~~receivable~~ of ~~Designated~~debt ~~Customers,~~service ~~which,~~scheduled ~~in turn, is dependent~~ on ~~numerous~~any ~~factors,~~given ~~including~~debt ~~the~~instrument ~~price~~within ~~of Venezuelan crude oil and refined products, and~~ the ~~demand for and production of~~30 ~~Venezuelan~~days ~~crude~~immediately ~~oil~~succeeding ~~and refined products, and PDVSA's credit risk, insofar as~~ the ~~Company,~~date ~~under~~of ~~certain circumstances~~determination, ~~may~~cash ~~seek~~and topermitted investments ~~resell~~equal ~~purchased receivables~~ to ~~PDVSA Petróleo. Under~~ the ~~terms~~sum of ~~the~~all ~~RPA,~~such ~~absent~~amounts ascheduled ~~failure by PDVSA Petróleo~~ to ~~comply~~become ~~with~~due ~~its~~on such ~~covenants,~~debt ~~the~~instrument ~~Company~~within ~~has~~such noperiod ~~recourse~~shall ~~against~~stand ~~PDVSA~~to ~~Petróleo in~~ the ~~event~~credit ~~that~~of asuch ~~current~~account. At ~~purchased~~March 31, ~~receivable~~2004 ~~that was properly generated~~ and ~~meets the eligibility criteria set forth in the RPA~~ December 31, ~~becomes uncollectible. There are no delinquent receivables~~2003, ~~and~~ the ~~Company~~balance ~~incurred no~~in ~~charge-offs during~~ the ~~six-month~~Liquidity ~~periods~~Account ~~ended~~represents ~~June 30, 2003~~ cash and ~~2002.~~time Atdeposits ~~June 30,~~that ~~2003~~are ~~and~~permitted ~~December 31,~~investments ~~2002,~~standing to the ~~Company~~credit ~~did~~of ~~not consider it necessary~~such toaccount, ~~establish~~including orinterest ~~maintain~~earned ~~any~~on ~~allowance~~such ~~for potentially uncollectible receivables~~amounts.

On(4) Current January 28, 2000, the Company entered into a cross-currency swap agreement in respect of its Euro 200 million 6.250% notes due 2002 through 2006 issued on April 8, 1999. The agreement provides protection to the Company in respect of interest and ~~principal~~Future ~~payments~~Purchased ~~from~~Accounts a possible appreciation of the Euro relative to the U.S. dollar during the terms of the notes. The agreement contains a knock-in provision, which eliminates protection to the Company, in respect of principal payments, above a 1.09 U.S. dollar/Euro exchange rate if during the term of the agreement the U.S. dollar/Euro exchange rate reaches or exceeds 1.2. Receivable

~~The cross-currency~~Under ~~swap~~the ~~has~~RPA, ~~been~~the Company ~~recorded~~purchases atEligible ~~its~~Receivables ~~fair~~of ~~value~~Designated atCustomers ~~June 30,~~from ~~2003 and December 31, 2002~~PDVSA Petróleo. Rights ~~The~~to ~~cross-currency swap does not qualify for hedge accounting treatment~~future ~~under~~(ungenerated) ~~IAS~~purchased 39accounts orreceivable ~~SFAS~~represent ~~No 133, as amended. As a result~~ the ~~Company~~purchase ~~does~~price ~~not~~paid to ~~account~~PDVSA Petróleo for ~~this~~such ~~derivative~~receivables asplus aaccrued ~~hedge~~discounts ~~contract~~ and ~~changes~~debt ~~in the fair value of this derivative~~offering ~~subsequent to January 1, 2001 are recorded in the statement of income~~costs. The ~~fair~~Company’s ~~value~~rights ofto ~~the~~such ~~cross-currency~~future ~~swap at June 30, 2003 and June 30, 2002 was US$2,812 and US$~~(~~19,532~~ungenerated)~~, respectively,~~ ~~and~~purchased ~~the~~accounts receivable ~~resulting~~represent ~~change~~a inlending ~~the~~arrangement ~~fair~~between ~~value amounted to an unrealized gain of US$11,554 for~~ the ~~six-month~~Company ~~period ended June 30, 2003~~ and ~~an unrealized gain of US$18,048~~PDVSA ~~for~~Petróleo, ~~the~~which ~~six-month~~arrangement ~~period~~would ~~ended~~terminate ~~June 30,~~upon ~~2002,~~delivery ~~which is recorded~~ in the ~~statement~~future ~~of income.~~ by

F-910

PDVSA Petróleo of such accounts receivable. Other than in limited circumstances, the Company has no recourse to or claim against PDVSA Petróleo for funds advanced toward payments of Eligible Receivables (6see notes 5 and 11) ~~Long-Term~~. PDVSA ~~Debt~~ Petróleo satisfies its obligations under the RPA by delivering Eligible Receivables of Designated Customers to the Company in the order in which they are first generated by PDVSA Petróleo without regard to any concentration limit by Designated Customers.

~~Long-term debt is summarized as follows:~~ (5) Financial Instruments

		June 30 2003		December 31, 2002
6.450% Notes due 2002 through 2004		150,000		250,000
6.650% Notes due 2004 through 2006		300,000		300,000
6.800% Notes due 2007 through 2008		300,000		300,000
7.400% Notes due 2014 through 2016		400,000		400,000
7.500% Notes due 2027 through 2028		400,000		400,000
8.558% Notes due 2009 through 2013		260,000		260,000
8.750% Notes due 2000 through 2004		77,600		127,200
9.375% Notes due 2004 through 2007		250,000		250,000
9.750% Notes due 2008 through 2010		250,000		250,000
9.950% Notes due 2018 through 2020		100,000		100,000
6.250% Euro denominated Notes due 2002 through 2006		158,852		170,891
10.395% Notes due 2012 through 2014		38,000		38,000
8.500% Notes due 2010 through 2012		500,000		500,000
		3,184,452		3,346,091
Less current portion of long-term debt		(356,295	)	(351,265	)
	Total long-term debt	2,828,157		2,994,826

The Company is exposed to concentrations of credit risk primarily as a result of holding current and future purchased accounts receivable and cash equivalents. The Company’s cash equivalents are held in money market funds and time deposits currently placed with two financial institutions. Current purchased receivables are dispersed among a broad Designated Customer base primarily in the United States and Canada, and future purchased accounts receivable (to be delivered by PDVSA Petróleo upon generation) represent amounts paid to PDVSA Petróleo on account of future accounts receivable. Amounts paid on account of future (ungenerated) Eligible Receivables of Designated Customers (to be generated by PDVSA Petróleo after receipt of the purchase price) constitute purchases of future (ungenerated) accounts receivable which are satisfied only upon the generation of Eligible Receivables of Designated Customers by PDVSA Petróleo, which without further action are transferred to, and become the property of, the Company. Under certain circumstances, upon PDVSA Petróleo’s failure to perform certain of its covenants under the RPA, the Company may choose to require PDVSA Petróleo to repurchase all or any of the outstanding accounts receivable (whether current or future). PDVSA Petróleo’s performance of its obligations under the RPA is guaranteed by PDVSA. Accordingly, the Company is exposed to PDVSA Petróleo’s generation risk, namely its ability to generate the appropriate volume of accounts receivable of Designated Customers, which, in turn, is dependent on numerous factors, including the price of Venezuelan crude oil and refined products, and the demand for and production of Venezuelan crude oil and refined products, and PDVSA’s credit risk, insofar as the Company, under certain circumstances, may seek to resell purchased receivables to PDVSA Petróleo. Under the terms of the RPA, absent a failure by PDVSA Petróleo to comply with its covenants, the Company has no recourse against PDVSA Petróleo in the event that a current purchased receivable that was properly generated and meets the eligibility criteria set forth in the RPA, becomes uncollectible. There are no delinquent receivables, and the Company incurred no charge-offs during the three-month periods ended March 31, 2004 and 2003. At March 31, 2004 and December 31, 2003, the Company did not consider it necessary to establish or maintain any allowance for potentially uncollectible receivables.

On ~~May~~ January 1428, ~~1998~~2000, the Company ~~issued~~entered ~~US$1,800,000~~into a cross-currency swap agreement in respect of ~~unsecured~~its Euro 200 million 6.250% notes due 2002 through 2006 issued on April 8, 1999. The ~~with~~agreement provides protection to the Company in respect of interest ~~rates~~and ~~ranging~~principal payments from ~~6.45%~~a possible appreciation of the Euro relative to 7the U.~~50%~~S. ~~and~~dollar ~~due~~during ~~dates~~the ~~ranging~~terms ~~from~~of ~~2002~~the notes. The agreement contains a knock-in provision, which eliminates protection to ~~2028.~~the ~~Interest~~Company, isin ~~payable~~respect of ~~quarterly~~principal ~~for~~payments, ~~each~~above ~~series~~a 1.09 U.S. dollar/Euro exchange rate if during the term of ~~such~~the ~~notes~~agreement the U.S. dollar/Euro exchange rate reaches or exceeds 1.20.

On As of November 1028, 2003 ~~1998,~~ the ~~Company incurred US$260,000 of indebtedness through the issuance of its 8~~U.~~558%~~S. ~~fixed~~dollar/Euro exchange rate ~~notes,~~reached ~~payable in~~ 1.20 ~~equal quarterly installments of US$13~~,~~000, commencing~~ ~~February 2009.~~and ~~Interest is payable in arrears. The fixed rate notes are redeemable in whole or in part~~ at ~~any time by the Company~~December 31, ~~at 100% of the principal amount redeemed plus~~ ~~interest~~2003 ~~accrued~~was ~~through the date of redemption plus a make-whole premium~~1.26 ~~The~~and ~~notes were purchased~~ at ~~par value by PDV America,~~March ~~Inc. (PDV America)~~31, an2004 ~~indirect~~was ~~wholly-owned subsidiary of PDVSA~~1. 23.

OnThe cross-currency swap ~~April~~has been recorded at its fair value at March 831, ~~1999~~2004 and December 31, ~~the~~2003. The cross-currency ~~Company~~swap ~~issued~~does ~~US$1,000,000~~not ofqualify ~~unsecured~~for ~~notes,~~hedge ~~with~~accounting ~~interest~~treatment ~~rates~~under ~~ranging~~IAS 39 ~~from~~or 8SFAS No.~~750%~~ to133, 9as amended.~~950%~~ As a result the Company does not account for this derivative as a hedge contract and changes ~~due~~in ~~dates~~the ~~ranging~~fair ~~from~~value ~~2000~~of this derivative subsequent to ~~2020~~January 1, ~~and~~2001 are ~~Euro~~recorded in the statement of income. ~~200~~The fair value of the cross-currency swap at March ~~million~~31, (2004 and March 31, 2003 was US$~~158~~3,~~852~~291 and US$~~170~~2,~~891~~909, asrespectively, and the resulting change in the fair value amounted to an unrealized loss of ~~June 30~~US$1,055 ~~2003~~for ~~and~~the three-month ~~December~~period ended March 31, ~~2002,~~2004 ~~respectively)~~and an unrealized gain of US$11,650 ~~unsecured~~for ~~notes~~the ~~with~~three-month anperiod ~~interest~~ended ~~rate~~March 31, of2003, ~~6.250%~~which ~~due~~is recorded ~~2002~~in ~~through~~the ~~2006.~~statement of income.

The US$1,000,000 notes issued on April 8, 1999 were exempt from, or were issued in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. On March 15, 2000, the Company exchanged US$1,000,000 aggregate principal amount of the new notes for an equal aggregate principal amount of old notes. The form and terms of the new notes are the same as the form and terms of the old notes, except that the new notes, because they have been registered under the Securities Act, are not subject to transfer restrictions and will, therefore, not bear legends restricting their transfer. In addition, none of the new notes are entitled to the contingent increase in the interest rate and other rights provided by the registration rights agreement. F-11

On(6) Long-Term July 2, 1999, the Company incurred US$38,000 of additional indebtedness through the issuance of a 10.395% fixed rate note to PDV America, payable in eight equal quarterly installments of US$4,750, commencing August 2012. Interest is payable in arrears. The fixed rate note is redeemable in whole or in part at any time by the Company, at 100% of the principal amount redeemed plus interest Debt

FLong-10term debt is summarized as follows:

accrued through the date of redemption plus a make-whole premium. The note was purchased at par value by PDV America.

	March 31,		December 31,
	2004		2003

6.450% Notes due 2002 through 2004	—		50,000
6.650% Notes due 2004 through 2006	300,000		300,000
6.800% Notes due 2007 through 2008	300,000		300,000
7.400% Notes due 2014 through 2016	400,000		400,000
7.500% Notes due 2027 through 2028	400,000		400,000
8.558% Notes due 2009 through 2013	260,000		260,000
8.750% Notes due 2000 through 2004	—		28,000
9.375% Notes due 2004 through 2007	250,000		250,000
9.750% Notes due 2008 through 2010	250,000		250,000
9.950% Notes due 2018 through 2020	100,000		100,000
6.250% Euro denominated Notes due 2002 through 2006	124,145		142,383
10.395% Notes due 2012 through 2014	38,000		38,000
8.500% Notes due 2010 through 2012	500,000		500,000
	2,922,145		3,018,383
Less current portion of long-term debt	(214,337	)	(225,887	)

Total long-term debt	2,707,808		2,792,496

On ~~November 16~~ May 14, ~~2001~~1998, the Company issued US$~~500~~1,800,000 ~~8.50%~~of unsecured notes, ~~maturing~~with oninterest ~~November 16,~~rates ~~2012. Interest is payable quarterly on February 16,~~ranging ~~May 16,~~from ~~August 16~~6.45% ~~and~~to ~~November 16, of each year~~7.50% ~~The~~and ~~principal is~~ due indates ~~equal~~ranging ~~quarterly~~from ~~installments~~2002 ~~equal~~ to ~~111/9%~~2028. Interest ofis ~~the~~payable ~~original~~quarterly ~~principal~~for ~~amount~~each series of ~~the~~such notes~~, beginning November 16, 2010~~.

~~The~~On November 10, ~~Company~~1998, isthe ~~subject~~Company toincurred ~~covenants~~US$260,000 ~~that~~of ~~establish,~~indebtedness ~~among~~through ~~other~~the ~~things,~~issuance ~~that~~of its ~~the~~8.558% ~~Company~~fixed ~~will~~rate ~~not~~notes, ~~incur~~payable ~~indebtedness~~in ~~unless~~20 atequal ~~the~~quarterly ~~time~~installments of US$13,000, ~~such~~commencing ~~incurrence~~February 2009. Interest ~~and~~is ~~after~~payable ~~application~~in ~~of the~~arrears. ~~proceeds,~~The ~~the~~fixed ~~total~~rate ~~liabilities~~notes toare ~~equity~~redeemable ~~ratio~~in ~~shall~~whole ~~not~~or bein ~~greater~~part ~~than~~at 7any totime 1by the ~~and that~~Company, asat of100% ~~certain dates~~ of ~~determination,~~ the ~~Company~~principal ~~will~~amount ~~maintain~~redeemed aplus ~~debt~~interest ~~service~~accrued through ~~coverage~~the ~~ratio~~date of atredemption ~~least~~plus ~~4 to~~a 1,make-whole ~~and~~premium. The ~~the~~notes ~~net~~were ~~proceeds~~purchased ~~will~~at bepar ~~applied~~value toby ~~fund~~PDV America, ~~the~~Inc. ~~Liquidity~~(PDV ~~Account~~America), ~~and~~an toindirect ~~purchase~~wholly ~~additional~~owned ~~Eligible~~subsidiary ~~Receivables~~of ~~under the RPA~~PDVSA.

~~The~~On April 8, 1999, the Company isissued ~~also~~US$1,000,000 ~~subject~~of unsecured notes, with interest rates ranging from 8.750% to ~~the~~9.950% ~~following~~and ~~covenants:~~due dates ranging from 2000 to 2020, and Euro 200 million (US$124,145 and US$142,383 as of March 31, 2004 and December 31, 2003, respectively) of unsecured notes with an interest rate of 6.250% due 2002 through 2006.

The US$1,000,000 notes ~~Company~~issued ~~has~~on 60April 8, ~~additional~~1999 ~~days~~were exempt from, or were issued in transactions not subject to, ~~file~~the registration requirements of the ~~required~~Securities ~~information~~Act ~~with~~and applicable state securities laws. On March 15, 2000, the ~~Trustee~~Company ~~before~~exchanged ~~there~~US$1,000,000 isaggregate principal amount of the new notes for an ~~Event~~equal aggregate principal amount of ~~Default~~old notes. The form and terms of the new notes are the same as the form and terms of the old notes, except that the new notes, because they have been registered under the ~~Indenture~~Securities Act, are not subject to transfer restrictions and will, therefore, not bear legends restricting their transfer. In addition, none of the new notes are entitled to the contingent increase in the interest rate and other rights provided by the registration rights agreement.

~~(7) Transactions~~On ~~with~~July 2, ~~Shareholder~~1999, ~~and~~the Company ~~Affiliated~~incurred ~~Companies~~ US$38,000 of additional indebtedness through the issuance of a 10.395% fixed rate note to PDV America, payable in eight equal quarterly installments of US$4,750, commencing August 2012. Interest is payable in arrears. The fixed rate note is redeemable in whole or in part at any time by the Company, at 100% of the principal amount redeemed plus interest accrued through

~~PDVSA and certain of its subsidiaries render services to the Company and charge the Company for such services.~~ F-12

~~Eligible Receivables purchased by~~ the ~~Company~~date ~~under the RPA are serviced, managed, administered and collected by PDVSA Petróleo, acting as Servicer pursuant to the Servicing and Collection Agency Agreement dated as~~ of ~~April 27, 1998 among the Company, PDVSA Petróleo (the Servicer), PDVSA (solely, as Investment Manager) and Citibank, N.A.~~redemption ~~(the~~plus ~~Servicing~~a ~~and Collection Agency Agreement). During the six~~make-~~month~~whole ~~periods ended June 30, 2003 and 2002, the Company incurred US$2,760 and US$3,164, respectively, of fees payable to the Servicer under the Servicing and Collection Agency Agreement~~premium. The ~~Such~~note ~~amounts are recorded under general and administrative expenses. In addition, during these respective periods the Company~~was ~~incurred~~purchased ~~US$11~~at ~~and~~par ~~US$13~~value ofby ~~investment~~PDV ~~management fees payable to PDVSA acting as Investment Manager pursuant to the Investment Management Agreement dated as of April 27, 1998, between the Company and PDVSA (the "Investment Manager")~~America.

F-On November 16, 2001, the Company issued US$500,000 8.50% unsecured notes, maturing on November 16, 2012. Interest is payable quarterly on February 16, May 16, August 16 and November 16, of each year. The principal is due in equal quarterly installments equal to 11 1/9% of the original principal amount of the notes, beginning November 16, 2010.

AtThe Company is subject to ~~June 30~~covenants that establish, ~~2003~~among ~~and~~other ~~December 31~~things, ~~2002~~that the Company ~~accrued~~will ~~expenses~~not incur indebtedness unless at the time of ~~US$2,770~~such incurrence and ~~US$2~~after application of the proceeds,~~207~~ ~~due~~the total liabilities to ~~PDVSA~~equity ~~Petróleo~~ratio shall not be greater than 7 to 1 and ~~PDVSA~~that, ~~respectively,~~as ~~under~~of ~~the~~certain ~~terms~~dates of determination, the Company will maintain a ~~Servicing~~debt ~~and~~service ~~Collection~~coverage ~~Agency~~ratio ~~Agreement~~of at least 4 to 1, and the ~~Investment~~net ~~Management~~proceeds ~~Agreement.~~will be applied to fund the Liquidity Account and to purchase additional Eligible Receivables under the RPA.

~~(8) Income~~The ~~Taxes~~ Company is also subject to the following covenants:

~~The Company~~• To isdeliver ~~exempt~~periodically ~~from~~to ~~taxes under~~ the ~~law~~JPMorgan Chase ofBank (formerly the ~~Cayman~~Chase ~~Islands.~~Manhattan AsBank) ~~a foreign qualified financial institution,~~ (the ~~Company~~Trustee) iscertain ~~subject~~reports relating to ~~income tax in Venezuela equivalent to 4.95% of~~ the ~~revenues~~ ~~generated~~generation ~~as a result~~ of ~~the purchase of~~ Eligible Receivables ofby ~~Designated~~PDVSA ~~Customers at a discount under the RPA~~Petróleo, to the ~~extent such income is deemed to have Venezuelan origin. Income tax~~ ~~expense~~purchase onof ~~revenues earned from discounts on purchased Eligible~~ Receivables ~~(whether~~by ~~already~~PDVSA ~~generated~~Finance ~~or future) which have not been collected are deferred. The deferred income tax liability at June 30, 2003~~ and ~~December 31,~~the ~~2002~~receipt ~~relates~~of ~~exclusively~~Collections toon such Purchased ~~discounts~~Receivables.

~~Income~~• To deliver to the Trustee unaudited ~~tax~~quarterly ~~expense~~financial ~~(benefit)~~statements ~~comprises~~within 60 days after the ~~following:~~last day of the first three quarters of each fiscal year, and

	Six months ended June 30, 2003	Six months ended June 30, 2002
Current	8,493	8,912
Deferred	564	708
	9,057	9,620

• To deliver to the Trustee annual audited financial statements within 120 days after the last day of each fiscal year.

~~(9) Shareholder's~~The ~~Equity~~ Company has 60 additional days to file the required information with the Trustee before there is an Event of Default under the Indenture.

~~The~~(7) Transactions ~~authorized~~with ~~share~~Shareholder ~~capital of the Company consists of 200 million ordinary shares of US$1.00 par value each, all of which have been issued~~ and ~~fully~~Affiliated ~~paid. All outstanding shares are owned by PDVSA.~~ Companies

~~(10) Commitments~~PDVSA and ~~Contingencies~~ certain of its subsidiaries render services to the Company and charge the Company for such services.

InEligible Receivables ~~addition~~purchased toby the ~~covenants~~Company ~~and~~under the ~~events of defaults described in the~~ RPA, ~~there~~ are ~~certain~~serviced, ~~risks~~managed, administered and collected ~~contingencies~~by ~~related~~PDVSA toPetróleo, ~~the~~acting ~~Company.~~as ~~The~~Servicer ~~ability~~pursuant ofto the ~~Company~~Servicing toand Collection ~~meet~~Agency ~~its~~Agreement ~~obligations~~dated ~~in respect~~as of ~~its~~April 27, ~~indebtedness~~1998 isamong ~~dependent~~the ~~on:~~Company, PDVSA Petróleo (1) the ~~ability of PDVSA~~Servicer), ~~operating through~~ PDVSA ~~Petróleo~~(solely, toas ~~generate~~Investment ~~sufficient~~Manager) ~~Eligible~~and Citibank, ~~Receivables~~N.A. of(the ~~Designated~~Servicing ~~Customers, which~~and isCollection inAgency ~~turn~~Agreement). During ~~dependent~~the ~~upon~~three-month ~~the~~periods ~~existence~~ended March 31, of2004 ~~demand~~and ~~for~~2003, ~~PDVSA~~the ~~Petróleo's~~Company ~~crude~~incurred ~~oil~~US$2,224 and ~~refined petroleum products~~US$710, respectively, ~~(2) any~~of ~~adverse~~fees ~~change~~payable into the ~~business~~Servicer orunder ~~financial condition~~the ofServicing aand Collection ~~Designated~~Agency ~~Customer~~Agreement. Such amounts ~~that~~are ~~could~~recorded ~~affect~~under ~~its~~general ~~ability~~and toadministrative ~~make~~expenses. In ~~timely~~addition, ~~payments~~during ~~with~~these ~~respect~~respective toperiods the ~~purchased~~Company ~~Eligible~~incurred ~~Receivables~~US$5 and ~~(3) the~~US$5 ~~continuing~~of ~~ability~~investment ofmanagement ~~the~~fees ~~Designated Customers~~payable to PDVSA ~~purchase~~acting ~~crude~~as ~~oil~~Investment ~~and~~Manager ~~refined~~pursuant ~~petroleum~~to ~~products~~the ~~from~~Investment ~~PDVSA~~Management Agreement ~~Petróleo.~~dated ~~Neither~~as ~~the Bolivarian Republic~~ of ~~Venezuela~~April 27, ~~PDVSA~~1998, ~~and~~between ~~PDVSA~~the ~~Petróleo,~~Company ~~nor~~and ~~any of~~ PDVSA's ~~other subsidiaries in any way guarantees payment of~~ (the “Investment ~~purchased Eligible Receivables~~Manager”).

~~An action~~At ~~was filed against PDVSA~~March 31, ~~PDVSA Petróleo, S.A., PDVSA Finance Ltd.~~ 2004 and ~~Citgo Petroleum Corporation on April~~December 1131, 2003, inthe aCompany ~~federal~~accrued ~~district~~expenses ~~court~~of inUS$2,231and ~~Denver~~US$6,520 ~~Colorado.~~due ~~The plaintiff is a U.S. oil and gas exploration and production company that has allegedly entered into an exclusive offshore license agreement with the government of Grenada~~ to ~~explore, develop,~~PDVSA ~~produce~~Petróleo and ~~market oil and/or natural gas in 4.75 million offshore acres between Grenada and Venezuela. The plaintiff alleges that~~ PDVSA, ~~has~~respectively, ~~interrupted~~under ~~and~~the ~~otherwise~~terms ~~interfered with its ability to develop and market Grenada's oil and natural gas resources in violation~~ of the ~~U.S. antitrust laws. The plaintiff seeks damages in an amount to be established at trial that it believes~~Servicing ~~should exceed US$100 million. The companies deny the allegations~~ and ~~complaint~~Collection ~~and~~Agency ~~intend~~Agreement ~~to contest the case vigorously if it proceeds,~~ and the ~~management~~Investment ~~and~~Management ~~their legal counsel believe that the companies have substantial defenses~~Agreement.

~~F-12~~(8) Income Taxes

~~(11) Significant~~The ~~Agreements~~ Company is exempt from taxes under the law of the Cayman Islands. As a foreign qualified financial institution, the Company is subject to income tax in Venezuela equivalent to 4.95% of the revenues generated as a result of the purchase of Eligible Receivables of Designated Customers at a discount under the RPA, to the extent such income is deemed to have Venezuelan origin. Income tax expense on revenues

~~The following is a summary of material provisions of the RPA and the Servicing and Collection Agency Agreement:~~ F-13

~~Pursuant to~~earned ~~the RPA, the Company purchases Eligible Receivables of Designated Customers~~ from ~~PDVSA~~discounts ~~Petróleo and PDVSA Petróleo sells, without recourse (except as~~on ~~expressly~~purchased ~~provided therein), to the Company, all its present and future right, title and interest in, to and under~~ Eligible Receivables of(whether ~~Designated~~already ~~Customers~~ generated ~~and~~or tofuture) bewhich ~~generated by PDVSA~~have ~~Petróleo,~~not ~~subject~~been incollected ~~each case to the payment by the Company of the purchase price for such Receivables. Eligible Receivables~~ are ~~purchased~~accrued in the order in which they are generated. Under the Fiscal Agency Agreement, the Company is required to apply the net proceeds of any indebtedness incurred by it to pay the purchase price for Eligible Receivables purchased under the RPA, service or refinance existing debt or for general corporate purposes (including the funding of the Liquidity Account) as ~~permitted~~a bydeferred ~~the~~tax ~~Fiscal Agency Agreement~~liability. The ~~purchase~~deferred ~~price~~income oftax ~~Eligible~~liability at ~~Receivables~~March 31, is2004 ~~determined by discounting the face value of the purchased Eligible Receivable by the number of days between the purchase date~~ and ~~the~~December 31, ~~day~~2003 onrelates ~~which~~exclusively ~~the purchased Eligible Receivable is due and payable according~~ to ~~its terms at a rate equal to the weighted average of the yield of the Company's outstanding indebtedness on the day the Company pays the purchase price for the Eligible~~such ~~Receivable to PDVSA Petróleo (as adjusted) plus 50 basis points (see note 2(c))~~discounts.

Income ~~Covenants~~ tax expense comprises the following:

PDVSA Petróleo has agreed, for the benefit of the Company, to cause the monthly average amount of Eligible Receivables of Designated Customers generated by PDVSA Petróleo during any consecutive twelve-month period (except as provided below) and that are not subject to any encumbrance other than pursuant to the RPA to represent at least the lesser of (x) 27 million barrels of crude oil of less than 30o API gravity and (y) 80% of PDVSA Petróleo's total Eligible Receivables generated from sales of crude oil of less than 30o API gravity. For purposes of determining compliance with this covenant for any period ending on or prior to December 31, 1998, the monthly average amount of Eligible Receivables of Designated Customers will be determined solely by reference to months commencing on or after January 1, 1998, as if such customers would have been Designated Customers in each of those months.

	Three-months ended March 31,
	2004	2003

Current	4,423	2,267
Deferred	133	1,817

	4,556	4,084

~~Guarantees~~ (9) Shareholder’s Equity

~~PDVSA~~The authorized share ~~has~~capital ~~guaranteed~~of the ~~performance~~Company byconsists ~~PDVSA~~of ~~Petróleo~~200 million ordinary shares of ~~its~~US$1.00 ~~obligations~~par value ~~under~~each, ~~the~~all ~~RPA~~of which have been issued and fully paid. All outstanding shares are owned by PDVSA.

(10) Commitments and ~~Repurchase of Receivables~~ Contingencies

~~PDVSA~~In addition to the ~~Petróleo~~covenants ~~shall~~and ~~not~~the ~~have~~events ~~any~~of ~~(i) right~~defaults described in the RPA, ~~title~~there orare ~~interest~~certain risks inand orcontingencies related to the ~~purchased~~Company. The ~~Receivables,~~ability ~~(ii) obligation~~of the Company to ~~repurchase~~meet ~~the~~its ~~purchased~~obligations ~~Receivables,~~in orrespect of its indebtedness is dependent on: (~~iii~~1) ~~right~~ the orability ~~obligation~~of PDVSA, operating through PDVSA Petróleo, to ~~substitute~~generate ~~other~~sufficient Eligible Receivables ~~for~~of Designated Customers, which is in turn dependent upon the ~~purchased~~existence ~~Receivables,~~of ~~except~~demand ~~that~~for PDVSA Petróleo’s ~~may~~crude atoil ~~any~~and ~~time~~refined ~~elect~~petroleum products, to(2) ~~repurchase~~any ~~from~~adverse change in the ~~Company~~business ~~purchased Receivables~~or ~~that~~financial ~~are~~condition ~~Receivables~~of ~~that~~a Designated ~~were~~Customer ~~not~~that ~~Eligible~~could ~~Receivables~~affect ~~when~~its ~~transferred~~ability ~~(Affected~~to ~~Receivables).~~make Iftimely atpayments ~~any~~with respect ~~time~~to ~~PDVSA~~purchased ~~Petróleo~~Eligible ~~shall~~Receivables ~~become~~and ~~aware~~(3) ~~that~~the ancontinuing ~~Affected~~ability ~~Receivable~~of the ~~has~~Designated ~~become~~Customers ato ~~delinquent~~purchase ~~Receivable,~~crude ~~that~~oil aand ~~purchased~~refined ~~Receivable~~petroleum ~~has~~products ~~become~~from PDVSA aPetróleo. Neither ~~disputed~~the ~~Receivable,~~Bolivarian Republic orof ~~shall~~Venezuela, ~~receive~~PDVSA ~~notice~~and ~~from~~PDVSA orPetróleo, onnor ~~behalf~~any of ~~the~~PDVSA’s ~~Company~~other subsidiaries ~~that~~in ~~the~~any ~~Company~~way ~~ceases~~guarantees topayment ~~have~~of athe purchased Eligible Receivables.

~~F-13~~(11) Significant Agreements

~~perfected first~~The ~~priority~~following ~~ownership~~is ~~interest in any purchased Receivable as~~ a ~~result of any act or failure to act by PDVSA Petróleo, then the sale of such purchased receivable will be~~ ~~rescinded~~summary ~~and the Company shall return such purchased Receivable to PDVSA Petróleo and PDVSA Petróleo will, in consideration therefore, transfer to the Company an amount equal to the net invoice amount~~ of ~~the~~material ~~Receivable~~provisions ~~being returned plus rescission adjustment. Upon becoming aware~~ of ~~a failure by PDVSA Petróleo to comply with certain covenants under~~ the RPA, ~~the Company may give notice thereof to PDVSA Petróleo~~ and ~~upon receipt of such notice all sales of any or all purchased Receivables (other than purchased Receivables which have become delinquent Receivables) sold to~~ the ~~Company~~Servicing ~~prior to such date with respect to which no collections have been received by the Collection Agent (as defined below), shall be rescinded~~ and ~~the~~Collection ~~Company~~Agency will return such purchased Receivables to PDVSA Petróleo and PDVSA Petróleo will, in consideration therefore, transfer to the Company an amount equal to the net invoice amount of the Receivables being returned plus a rescission adjustment. Agreement:

(a) The Receivables ~~Termination~~ Purchase Agreement

~~The~~ Pursuant to the RPA, ~~may~~the Company purchases Eligible Receivables of Designated Customers from PDVSA Petróleo and PDVSA Petróleo sells, without recourse (except as expressly provided therein), to the Company, all its present and future right, title and interest in, to and under Eligible Receivables of Designated Customers generated and to be ~~terminated~~generated by PDVSA Petróleo, subject in each case to the ~~parties~~payment atby the Company of the purchase price for such Receivables. Eligible Receivables are purchased in the order in which they are generated. Under the Fiscal Agency Agreement, the Company is required to apply the net proceeds of any indebtedness ~~time~~incurred by it to pay the purchase price for Eligible Receivables purchased under the RPA, ~~after~~service ~~90 days~~or ~~following~~refinance ~~notification~~existing debt or for general corporate purposes (including the funding of the Liquidity Account) as permitted by the Fiscal ~~Agent~~Agency ~~that~~Agreement. The ~~the~~purchase ~~Company~~price ~~has~~of ~~satisfied~~Eligible ~~and~~Receivables ~~discharged~~is ~~all~~determined by discounting the face value of ~~its~~the ~~obligations~~purchased ~~under~~Eligible ~~any~~Receivable by the number of days ~~its~~between ~~indebtedness~~the purchase date and ~~that~~the ~~such~~day ~~indebtedness~~on ~~has~~which ~~ceased~~the purchased Eligible Receivable is due and payable according to beits terms at a rate equal to the weighted average of ~~further~~the ~~effect.~~yield of the Company’s outstanding indebtedness on the day the Company pays the purchase price for the Eligible Receivable to PDVSA Petróleo (as adjusted) plus 50 basis points (see note 2(c)).

~~Under the Servicing and Collection Agency Agreement, Citibank, N.A. has been appointed to act as the initial Collection Agent and PDVSA Petróleo has been appointed to act as the Servicer.~~ F-14

~~Duties of the Collection Agent~~ Covenants

~~Under the~~PDVSA ~~RPA~~Petróleo has agreed, ~~Designated~~for ~~Customers~~the ~~have~~benefit ~~been~~of ~~instructed~~the Company, to ~~make~~cause ~~all~~the ~~payments~~monthly inaverage ~~respect~~amount of Eligible ~~receivables~~Receivables ~~owed~~of toDesignated Customers generated by PDVSA Petróleo during any consecutive twelve-month period (except as aprovided ~~result~~below) ofand that are not subject to any encumbrance other than pursuant to the ~~purchase~~RPA to represent at least the lesser of (x) 27 million barrels of crude oil ~~products~~of toless anthan 30º API gravity ~~account~~and ~~held~~(y) by80% aof ~~Collection~~PDVSA ~~Agent~~Petróleo’s total Eligible Receivables generated from sales of crude oil of less than 30º API gravity. For ~~Each~~purposes ~~Collection~~of ~~Agent~~determining iscompliance ~~required~~with tothis ~~transfer~~covenant ~~amounts~~for ~~corresponding~~any toperiod ending ~~the~~on ~~Company's~~or ~~interest~~prior into ~~each~~December 31, ~~collection~~1998, inthe ~~respect~~monthly ofaverage ~~purchased~~amount of Eligible Receivables of Designated Customers will be determined solely by reference to ~~the~~months commencing on or after January 1, 1998, as if such ~~Company.~~customers would have been Designated Customers in each of those months.

~~Duties of the Servicer~~ Guarantees

~~The Servicer~~PDVSA has ~~full~~guaranteed ~~power~~the performance ~~and authority to do all things necessary to service, manage, administer and collect any receivable of Designated Customer that has been sold~~ by PDVSA ~~Petróleo~~ ~~to the Company, including the defense of the right, title and interest of the Company (and, if applicable, PDVSA~~ Petróleo), ~~to the Receivables and collections in respect thereto. The Servicer shall take all commercially reasonable steps to collect, and hold any collections in respect~~ of ~~purchased~~its ~~Eligible~~obligations ~~Receivables~~under ~~it may receive in trust, for~~ the ~~benefit of the Company (and, if applicable, PDVSA Petróleo)~~RPA.

~~(12) Events~~Repurchase ~~Affecting~~of ~~the Shareholder (PDVSA) (Unaudited)~~ Receivables

~~The~~ PDVSA ~~work~~Petróleo ~~stoppage~~shall innot have ~~Venezuela~~any ~~during~~(i) ~~December 2002~~right, ~~and~~title ~~January 2003~~or ~~resulted~~interest in ~~significantly~~or ~~reduced~~to ~~operating~~the ~~levels~~purchased inReceivables, (ii) obligation to repurchase the purchased Receivables, or (iii) right or obligation to substitute other Receivables for the purchased Receivables, except that PDVSA. ~~Crude~~Petróleo ~~oil~~may ~~production~~at ~~levels~~any ~~were~~time ~~reduced~~elect to repurchase from the Company ~~around~~purchased ~~3.3 million~~Receivables ~~barrels~~that ~~per~~are ~~day~~Receivables that were not Eligible Receivables when transferred (~~BPD~~Affected Receivables). If inat ~~November 2002~~any totime PDVSA Petróleo shall become aware that an ~~average~~Affected Receivable has become a delinquent Receivable, that a purchased Receivable has become a disputed Receivable, or shall receive notice from or on behalf of ~~about~~the Company ~~1.2 million~~that ~~BPD~~the Company ceases to have a perfected first priority ownership interest in ~~December 2002~~any purchased Receivable as a result of any act or failure to act by PDVSA Petróleo, then the sale of such purchased receivable will be rescinded and the Company shall return such purchased Receivable to PDVSA Petróleo and PDVSA Petróleo will, in consideration therefore, transfer to the Company an amount ~~average~~equal to the net invoice amount of ~~about~~the ~~0.8 million~~Receivable ~~bpd~~being inreturned plus ~~January 2003~~rescission adjustment. Upon Bybecoming aware ~~April 2003,~~of a failure by PDVSA's ~~crude~~Petróleo ~~oil~~to ~~production~~comply ~~levels~~with ~~returned~~certain covenants under the RPA, the Company may give notice thereof to ~~approximately~~PDVSA ~~3.2 million~~Petróleo ~~BPD~~and upon receipt of such notice all sales of any or all purchased Receivables (~~including~~other ~~Orinoco~~than ~~Belt~~purchased Receivables ~~production~~which have become delinquent Receivables), ~~levels~~sold to the Company prior to such date with respect to which ~~have~~no ~~since~~collections have been received by the ~~sustained.~~Collection ~~From~~Agent ~~December 2002~~(as ~~until~~defined below), shall be rescinded and the Company will return such purchased Receivables to PDVSA Petróleo and PDVSA Petróleo will, in consideration therefore, transfer to the Company an amount equal to the net invoice amount of the Receivables being returned plus a rescission adjustment.

~~F-14~~Termination

~~February 2003, PDVSA~~The ~~gave~~RPA ~~notice~~may ofbe ~~force~~terminated by ~~majeure~~the ~~under~~parties ~~its~~at ~~crude~~any ~~oil~~time, ~~supply~~after ~~agreements.~~90 ~~Since~~days ~~February 2003,~~following ~~PDVSA~~notification ~~began~~by tothe ~~normalize~~Fiscal Agent ~~its~~that ~~operations, including~~ the ~~delivery~~Company ofhas ~~crude~~satisfied ~~oil~~ and ~~products~~discharged toall of its ~~customers~~ obligations under ~~the~~any ~~conditions~~of ~~established~~its inindebtedness ~~its~~and ~~supply~~that ~~agreements.~~such ~~The~~indebtedness ~~force~~has ~~majeure~~ceased ~~was~~to ~~lifted~~be inof further ~~March 2003~~effect.

~~F-15~~(b) The Servicing and Collection Agency Agreement

Under the Servicing and Collection Agency Agreement, Citibank, N.A. has been appointed to act as the ~~SIGNATURES~~ initial Collection Agent and PDVSA Petróleo has been appointed to act as the Servicer.

~~Pursuant~~Duties ~~to the requirements~~ of the ~~Securities~~Collection ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~ Agent

		PDVSA FINANCE LTD.
Date: October 29, 2003		By:	/s/ AIRES BARRETO Name: Aires Barreto Title: President

Under the RPA, Designated Customers have been instructed to make all payments in respect of receivables owed to PDVSA Petróleo as a result of the purchase of crude oil products to an

F-1615

~~QuickLinks~~account held by a Collection Agent. Each Collection Agent is required to transfer amounts corresponding to the Company’s interest in each collection in respect of purchased Eligible Receivables to the Company.

Duties of the Servicer

The Servicer has full power and authority to do all things necessary to service, manage, administer and collect any receivable of Designated Customer that has been sold by PDVSA Petróleo to the Company, including the defense of the right, title and interest of the Company (and, if applicable, PDVSA Petróleo), to the Receivables and collections in respect thereto. The Servicer shall take all commercially reasonable steps to collect, and hold any collections in respect of purchased Eligible Receivables it may receive in trust, for the benefit of the Company (and, if applicable, PDVSA Petróleo).

F-16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PDVSA Finance Ltd.


Date: June 2, 2004	By:	/s/ Richar Lopez
		Name:	Richar Lopez
		Title:	Alternate Director and Treasury Manager

F-17

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