6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2006

__________________________________

Commission File Number 1-15106 PETRÓLEO BRASILEIRO S.A. - PETROBRAS (Exact name of registrant as specified in its charter) BRAZILIAN PETROLEUM CORPORATION – PETROBRAS (Translation of registrant’s name into English)	Commission File Number 333-14168 PETROBRAS INTERNATIONAL FINANCE COMPANY (Exact name of registrant as specified in its charter) Not Applicable (Translation of registrant’s name into English)
Avenida República do Chile, 65 20035-900 – Rio de Janeiro – RJ, Brazil (55-21) 3224-4477 (Address of principal executive offices)	Petrobras International Finance Company 4th Floor, Harbour Place 103 South Church Street 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 X 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):_____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ( No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

This report on Form 6-K is incorporated by reference in the Registration Statement on Form of F-3 of Petróleo Brasileiro S.A. – PETROBRAS and Petrobras International Finance Company (Amendment #3 to Form F-3 No. 333-118644 and Amendment #2 to Form F-3 No. 333-92044) and its accompanying prospectus supplement dated as of September 29, 2006.

Exhibits

Exhibit 5.1 – Opinion of the General Counsel of Petróleo Brasileiro S.A. - Petrobras

Exhibit 5.2 – Opinion of Walkers

Exhibit 5.3 – Opinion of Cleary Gottlieb Steen & Hamilton LLP

Exhibit 23.1 – Consent of DeGolyer and MacNaughton

Exhibit 23.2 – Consent of Petróleo Brasileiro S.A. - Petrobras (included in Exhibit 5.1)

Exhibit 23.3 – Consent of Walkers (included in Exhibit 5.2)

Exhibit 23.4 – Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.3)

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SIGNATURES

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

	PETROLEO BRASILEIRO S.A. - PETROBRAS
Date: October 3, 2006	By       /s/ Almir Guilherme Barbassa

	PETROBRAS INTERNATIONAL FINANCE COMPANY
Date: October 3, 2006	By        /s/ Sérvio Túlio da Rosa Tinoco

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EX-5.1

Exhibit 5.1

October 5, 2006

Petróleo Brasileiro S.A. – Petrobras

Avenida República do Chile, 65

20031-912 Rio de Janeiro—RJ

Brazil

Petrobras International Finance Company

4^th Floor, Harbour Place

103 South Church Street

George Town, Grand Cayman

Cayman Islands

Ladies and Gentlemen:

I am the General Counsel of Petróleo Brasileiro S.A. – Petrobras (“Petrobras”), a sociedade de economia mista organized under the laws of the Federative Republic of Brazil (“Brazil”). This opinion is being furnished to you in connection with the Standby Purchase Agreement (the “Standby Purchase Agreement”) to be dated as of October 6, 2006, by and among Petrobras, as Standby Purchaser, and The Bank of New York, a New York banking corporation, as successor to JPMorgan Chase Bank, as trustee (the “Trustee”) under the Indenture (the “Original Indenture”) dated July 19, 2002 by and between Petrobras’ wholly-owned subsidiary, Petrobras International Finance Company (“PIFCo”), and JPMorgan Chase Bank. The Standby Purchase Agreement relates to the U.S.$500,000,000 6.125% Global Notes due 2016 (the “Notes”) to be issued by PIFCo, under the Fifth Supplemental Indenture, to be dated as of October 6, 2006, by and among PIFCo, the Trustee and Petrobras (the “Fifth Supplemental Indenture,” and the Original Indenture, as supplemented by the Fifth Supplemental Indenture, the “Indenture”).

For the purpose of rendering this opinion, I have examined the execution copies or copies certified to my satisfaction of the following documents:

(i) the Original Indenture;

(ii) a form of the Fifth Supplemental Indenture;

(iii) a form of the Standby Purchase Agreement;

(iv) the Estatuto Social of Petrobras;

(v) resolutions of the board of directors and board of executive officers of Petrobras authorizing the signing of each Transaction Document to which Petrobras is a party;

(vi) a Secretary’s Certificate of Petrobras;

(vii) an Officer’s Certificate of Petrobras; and

(viii) such other documents, records and matters of law as I have deemed necessary;

In rendering the foregoing opinions, I have assumed the authenticity of all documents represented to me to be originals, the conformity to original documents of all copies of documents submitted to me, the accuracy and completeness of all corporate records made available to me and the genuineness of all signatures that purport to have been made in a corporate, governmental, fiduciary or other capacity, and that the persons who affixed such signatures had authority to do so.

Based on the foregoing and subject to the qualifications and limitations hereinafter specified, I am of the opinion that:

(i) Petrobras has been duly incorporated and is validly existing as a mixed-capital company and is in good standing under the laws of Brazil.

(ii) Petrobras has all power and authority to enter into and perform its obligations under the Standby Purchase Agreement.

(iii) The execution, delivery and performance of the Standby Purchase Agreement have been duly authorized by the board of executive officers of Petrobras.

I express no opinion as to any matter which may be, or which purports to be, governed by the laws of any jurisdiction other than the laws of Brazil.

This opinion is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.

I hereby consent to the use of my name in the prospectus constituting a part of the Registration Statement, and in any prospectus supplements related thereto, under the heading “Legal Matters” as counsel who has passed on certain matters of Brazilian law relating to the Notes, the Indenture and the Standby Purchase Agreement, and to the use of this opinion as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Nilton de Almeida Maia   

Nilton de Almeida Maia

General Counsel of Petróleo

Brasileiro S.A.-PETROBRAS

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EX-5.2

Exhibit 5.2

3 October 2006 Our Ref: JC/lab/P135-60730

Petróleo Brasileiro S.A. – Petrobras ("Petrobras")

Avenida República do Chile, 65

20035-900 Rio de Janeiro - RJ, Brazil

Petrobras International Finance Company

4th Floor, Harbour Place

103 South Church Street

George Town, Grand Cayman,

Cayman Islands

Dear Sirs

US$500,000,000 6.125% GLOBAL NOTES DUE 2016

We have acted as Cayman Islands counsel to Petrobras International Finance Company, a Cayman Islands company (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-118644) (the “Registration Statement”) of U.S.$500,000,000 aggregate principal amount of the Company’s 6.125% Global Notes due 2016 (the “Notes”) to be issued under the Indenture dated as of July 19, 2002 (the “Original Indenture”), as supplemented by a Fifth Supplemental Indenture thereto to be dated as of October 6, 2006 (the “Fifth Supplemental Indenture,” and the Original Indenture as supplemented by the Fifth Supplemental Indenture, the “Indenture”) among the Company, Petrobras and The Bank of New York (a New York banking corporation as successor to JPMorgan Chase Bank), as trustee (the “Trustee”). The Notes will have the benefit of a Standby Purchase Agreement, to be dated as of October 6, 2006 (the “Standby Purchase Agreement”), between Petrobras and the Trustee.

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or certified translations of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are Attorneys at Law in the Cayman Islands and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Documents nor upon the

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3 October 2006

commercial terms of the transactions contemplated by the Documents.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the Cayman Islands, we give the following opinions in relation to the matters set out below.

1. The Company is a limited liability exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

2. The Company has full corporate power, authority and legal right to execute and deliver the Documents and to perform its obligations under the Documents and the Notes.

3. The execution of the Documents and the issue of the Notes have been duly authorised by the Company, and the Documents (other than the Fifth Supplemental Indenture) have been duly executed by the Company. The Documents, when duly executed and delivered, and the Notes when duly executed, authenticated and delivered, will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their respective terms.

4. The execution, delivery and performance of the Documents and the Notes, the consummation of the transactions contemplated thereby and the compliance by the Company with the terms and provisions thereof do not:

(a) contravene any law, public rule or regulation of the Cayman Islands applicable to the Company which is currently in force; or

(b) contravene the Memorandum and Articles of Association of the Company.

5. The Company is subject to civil and commercial law with respect to its obligations under the Documents and the Notes and neither the Company nor any of its assets is entitled to immunity from suit or enforcement of a judgment on the grounds of sovereignty or otherwise in the courts of the Cayman Islands in proceedings against the Company in respect of any obligations under the Documents and the Notes, which obligations constitute private and commercial acts rather than governmental or public acts.

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement, and in the prospectus supplement related to the offering of the Notes, under the heading “Legal Matters” as counsel for the Company who have passed on the validity of the

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3 October 2006

Securities being registered by the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion shall be construed in accordance with the laws of the Cayman Islands.

Yours faithfully

/s/ WALKERS     
WALKERS

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3 October 2006

SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

1. The Certificate of Incorporation, the Memorandum and Articles of Association, the Register of Members, the Register of Directors, the Register of Officers, and the Register of Mortgages and Charges of the Company, copies of which have been provided to us by its registered office in the Cayman Islands.

2. The Cause List and Register of Writs and other Originating Process of the Grand Court of the Cayman Islands kept at the Clerk of Courts Office, George Town, Grand Cayman as at 3 October 2006.

3. A Certificate of Good Standing dated 26 September 2006 in respect of the Company issued by the Registrar of Companies.

4. A copy of executed minutes of a meeting of the Board of Directors of the Company dated 22 September 2006 (the "Resolutions").

5. A copy of the executed Power of Attorney given by the Company in favour of the attorneys named therein dated 22 September 2006(the "Power of Attorney").

6. An executed copy of the Original Indenture.

7. A form of the Fifth Supplemental Indenture, including the form of Global Note.

8. A form of the Standby Purchase Agreement.

The documents listed in paragraphs 6 and 7 above inclusive are collectively referred to in this opinion as the "Documents".

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3 October 2006

SCHEDULE 2

ASSUMPTIONS

1. There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened by the execution or delivery of the Documents nor the offering of the Notes and, insofar as any obligation expressed to be incurred under the Documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will not be illegal by virtue of the laws of that jurisdiction.

2. The Documents are within the capacity, power, and legal right of, and have been or will be duly authorised, executed and delivered by, each of the parties thereto (other than the Company) and constitute or, when executed and delivered, will constitute the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with their terms as a matter of the laws of all other relevant jurisdictions (other than the Cayman Islands).

3. The choice of the laws of the jurisdiction selected to govern each of the Documents has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction and all other relevant jurisdictions (other than the Cayman Islands).

4. All authorisations, approvals, consents, licences and exemptions required by, and all filings and other requirements of, each of the parties to the Documents outside the Cayman Islands to ensure the legality, validity and enforceability of the Documents have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and any conditions to which they are subject have been satisfied.

5. The Board of Directors of the Company considers the execution of the Documents and the transactions contemplated thereby to be in the best interests of the Company.

6. The Company was, or will be, on the date of execution of the Documents to which it is a party able to pay its debts as they became due from its own moneys, and any disposition or settlement of property effected by any of the Documents is made in good faith and for valuable consideration and at the time of each disposition of property by the Company pursuant to the Documents or the Notes the Company will be able to pay its debts as they become due from its own moneys.

7. The originals of all documents examined in connection with this opinion are authentic, all seals thereon and the signatures and initials thereon are those of a person or persons authorised to execute the Documents under the Resolutions or the Power of Attorney and are genuine, all such documents purporting to be sealed have been so sealed, all copies are complete and conform to their originals and the Documents conform in every material respect to the latest drafts of the same produced to us and,

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3 October 2006

	where provided in successive drafts, have been marked up to indicate all changes to such Documents.
8.	The Memorandum and Articles of Association reviewed by us are the Memorandum and Articles of Association of the Company in force at the date hereof.

9. The copies of the minute book, Register of Members, Register of Directors, Register of Officers, Register of Mortgages and Charges, Certificate of Incorporation, and Memorandum and Articles of Association of the Company provided to us by its registered office are true and correct copies of the originals of the same and are complete and accurate and constitute a complete and accurate record of the business transacted by the Company and all matters required by law and the Memorandum and Articles of Association of the Company to be recorded therein are so recorded.

10. The Cause List and the Register of Writs and other Originating Process of the Grand Court of the Cayman Islands examined by us at the Clerk of Courts Office, George Town, Grand Cayman on 3 October 2006, covering the period six years prior to the Search Date constitute a complete record of the proceedings before the Grand Court of the Cayman Islands.

11. The Resolutions were duly adopted at a duly convened meeting of the Board of Directors and such meeting was held and conducted in accordance with the Articles of Association of the Company.

12. The Power of Attorney remains in full force and effect and has not been revoked.

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SCHEDULE 3

QUALIFICATIONS

1. The term "enforceable" and its cognates as used in this opinion means that the obligations assumed by the Company under the Documents and the Notes are of a type which the courts of the Cayman Islands enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

(a) enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

(b) enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where the court considers damages to be an adequate remedy;

(c) claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e) a judgment of a court of the Cayman Islands may be required to be made in Cayman Islands dollars;

(f) to the extent that any provision of the Documents or the Notes is adjudicated to be penal in nature, it will not be enforceable in the courts of the Cayman Islands; in particular, the enforceability of any provision of the Documents which imposes additional obligations in the event of any breach or default, or of payment or prepayment being made other than on an agreed date, may be limited to the extent that it is subsequently adjudicated to be penal in nature and not an attempt to make a reasonable pre-estimate of loss;

(g) to the extent that the performance of any obligation arising under the Documents or the Notes would be fraudulent or contrary to public policy, it will not be enforceable in the courts of the Cayman Islands;

(h) a Cayman Islands court will not necessarily award costs in litigation in accordance with contractual provisions in this regard; and

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(i) the effectiveness of terms in the Documents or the Notes excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

2. A certificate, determination, calculation or designation of any party to the Documents as to any matter provided therein might be held by a Cayman Islands court not to be conclusive, final and binding, notwithstanding any provision to that effect therein contained, for example if it could be shown to have an unreasonable, arbitrary or improper basis or in the event of manifest error.

3. If any provision of the Documents or the Notes is held to be illegal, invalid or unenforceable, severance of such provision from the remaining provisions will be subject to the discretion of the Cayman Islands courts notwithstanding any express provisions in this regard.

4. In principle, a person who claims to be entitled pursuant to a contract to recover the legal fees and expenses incurred in enforcing that contract shall be entitled to judgment for the amount of legal fees and expenses found due under the contract and such amount shall not be subject to taxation pursuant to the applicable rule of court.

5. We express no opinion upon the effectiveness of any clause of the Documents providing that the terms of such Document may only be amended in writing.

6. The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions and/or measures adopted by the European Union Council for Common Foreign & Security Policy extended to the Cayman Islands by the Order of Her Majesty in Council.

7. To maintain the Company in good standing under the Companies Law (as amended), all annual filing fees must have been paid and all returns made to the Registrar of Companies.

EX-5.3

Exhibit 5.3

October 5, 2006

Petróleo Brasileiro S.A. - Petrobras
Avenida República do Chile, 65
20035-900 Rio de Janeiro – RJ
Brazil

Petrobras International Finance Company
4^th Floor, Harbour Place
103 South Church Street
George Town, Grand Cayman

Cayman Islands

Ladies and Gentlemen:

We have acted as special United States counsel to Petróleo Brasileiro S.A. – PETROBRAS, a Brazilian corporation (sociedade de economia mista) (“Petrobras”), and Petrobras International Finance Company, a Cayman Islands company (“PIFCo”), in connection with PIFCo’s offering pursuant to a registration statement on Form F-3 (No. 333-118644) (the “Registration Statement”) of U.S.$500,000,000 aggregate principal amount of PIFCo’s 6.125% Global Notes due 2016 (the “Notes”) to be issued under the Indenture dated as of July 19, 2002 among PIFCo, Petrobras and JPMorgan Chase Bank, as trustee (the “Original Indenture”), as supplemented by a Fifth Supplemental Indenture thereto to be dated as of October 6, 2006 (the “Fifth Supplemental Indenture,” and the Original Indenture as supplemented by the Fifth Supplemental Indenture, the “Indenture”) among PIFCo, Petrobras and The Bank of New York, a New York banking corporation, as successor to JPMorgan Chase Bank, as trustee (the “Trustee”). The Notes will have the benefit of a Standby Purchase Agreement, to be dated as of October 6, 2006 (the “Standby Purchase Agreement”), between Petrobras and the Trustee.

In arriving at the opinions expressed below, we have reviewed the following documents:

Petrobras

Petrobras International Finance Company
Page 2

(a) an executed copy of the Original Indenture;

(b) a form of the Fifth Supplemental Indenture, including the form of global Note; and

(c) a form of the Standby Purchase Agreement.

In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of PIFCo and Petrobras and such other instruments and other certificates of public officials, officers and representatives of PIFCo and Petrobras and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.

In rendering the opinions expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that, when the Fifth Supplemental Indenture, the global Note and the Standby Purchase Agreement have been executed and delivered by PIFCo and Petrobras in the forms thereof that we have examined and the global Note has been duly authenticated in accordance with the terms of the Indenture, the Notes will be valid, binding and enforceable obligations of PIFCo, entitled to the benefits of the Indenture, and the Standby Purchase Agreement will be a valid, binding and enforceable obligation of Petrobras.

Insofar as the foregoing opinions relate to the validity, binding effect or enforceability of any agreement or obligation of PIFCo or Petrobras, (a) we have assumed that PIFCo and Petrobras and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to PIFCo and Petrobras regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience are normally applicable to general business entities in relation to the transactions of the type contemplated in the Indenture, the Notes and the Standby Purchase Agreement), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

We express no opinion as to the subject matter jurisdiction of any U.S. federal court to adjudicate any action relating to the Indenture, the Standby Purchase Agreement or the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.

In addition, we note that (a) the enforceability in the United States of the waiver in Section 1.15 of the Indenture by each of PIFCo and Petrobras of any immunities from court

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Petrobras International Finance Company
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jurisdiction and from legal process is subject to the limitations imposed by the U.S. Foreign Sovereign Immunities Act of 1976 and (b) the designation in Section 1.15 of the Indenture of the U.S. federal courts located in the Borough of Manhattan, City of New York as the venue for actions or proceedings relating to the Indenture, the Notes and the Standby Purchase Agreement is (notwithstanding the waiver in Section 1.15 of the Indenture) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such actions or proceedings.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the prospectus constituting a part of the Registration Statement, and in the prospectus supplement related to the offering of the Notes, under the heading “Legal Matters” as counsel for PIFCo and Petrobras who have passed on the validity of the Securities being registered by the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By                /s/ Francesca Lavin                
              Francesca Lavin , a Partner

EX-23.1

Exhibit 23.1  

DeGolyer and MacNaughton

5001 Spring Valley Road

Suite 800 East

Dallas, Texas 75244

September 29, 2006

Petróleo Brasileiro S.A.

Av. República do Chile, 65/1702

Rio de Janeiro

Brazil 20035-900

Gentlemen:

We hereby consent to the incorporation by reference into the registration statement on Form F-3, Registration No. 333-118644, of Petróleo Brasileiro S.A.—Petrobras and Petrobras International Finance Company (together, the “Registrants”), of the references to DeGolyer and MacNaughton contained in the Annual Report of the Registrants on Form 20–F for the year ended December 31, 2005, under the heading Presentation of Information Concerning Reserves and under the heading Item 4—INFORMATION ON THE COMPANY—Exploration, Development and Production—Reserves.

Very truly yours,

/s/  DeGolyer and MacNaughton      

DeGOLYER and MacNAUGHTON