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 February 2007

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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)	4th Floor, Harbour Place 103 South Church Street George Town, Grand Cayman Cayman Islands (55-21) 3224-1410 (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 o 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-4 of Petróleo Brasileiro S.A. – PETROBRAS and Petrobras International Finance Company (Amendment No. 2 to Form F-4 No. 333-138345) and its accompanying prospectus dated as of January 4, 2007.

Exhibits

Exhibit 99.1 Press Release dated as of February 5, 2007

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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: February 6, 2007	By /s/ Almir Guilherme Barbassa               Almir Guilherme Barbassa Chief Financial Officer

	PETROBRAS INTERNATIONAL FINANCE COMPANY
Date: February 6, 2007	By /s/ Sérvio Túlio da R. Tinoco               Sérvio Túlio da R. Tinoco Financial Manager

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EX-99.1

Petrobras Announces Receipt of Tenders and Acceptance for Exchange of $399.1 Million
Aggregate Principal Amount of Old Notes for New Notes in the Previously Announced
Exchange Offers by Petrobras International Finance Company

RIO DE JANEIRO, Brazil, February 5, 2007 – Petróleo Brasileiro S.A. (NYSE: PBR; Petrobras) and its wholly owned subsidiary Petrobras International Finance Company (PIFCo), in connection with the previously announced offer to exchange five series of notes (Old Notes) for new notes (Reopening Notes) and a cash amount, announced that PIFCo has received tenders of approximately $399.1 million aggregate principal amount of Old Notes. Pursuant to the terms of the exchange offer, PIFCo has accepted the entire principal amount of Old Notes tendered for settlement. Settlement is expected to occur on February 7, 2007 (Settlement Date).

Specifically, PIFCo accepted tenders of approximately: $7.8 million principal amount of the 12.375% Global Step-Up Notes due 2008; $14.0 million principal amount of 9.875% Senior Notes due 2008; $51.0 million principal amount of the 9.75% Senior Notes due 2011; $124.1 million principal amount of the 9.125% Global Notes due 2013 and $202.1 million principal amount of the 7.750% Global Notes due 2014.

On the Settlement Date, PIFCo will issue approximately $399.1 million principal amount of the Reopening Notes, which constitute a further issuance of, and form a single fungible series with, PIFCo’s 6.125% Global Notes due 2016 that were issued on October 6, 2006. There will be approximately $899.1 million principal amount of total outstanding 6.125% Global Notes due 2016 once the Reopening Notes have been issued.

The exchange offers expired at 12:00 midnight, New York City time, on February 2, 2007. The terms of the exchange offers are further described in the applicable prospectus dated January 4, 2007 (Prospectus).

PIFCo has retained Morgan Stanley & Co., Incorporated and UBS Securities LLC to act as dealer managers for the offers, The Bank of New York to act as exchange agent for the offers, The Bank of New York (Luxembourg) S.A. to serve as Luxembourg agent for the offers and D.F. King & Co., Inc. to act as information agent for the offers.

Requests for documents (including the Prospectus) may be directed to D.F. King & Co., Inc. by telephone at (212) 269-5550 for banks and brokers or at (800) 859-8508 for all others, or in writing at 48 Wall Street, 22^nd Floor, New York, New York 10005.

Questions regarding the offers may be directed to Morgan Stanley & Co., Incorporated at (800) 624-1800 (in the United States) or (212) 761-1864 (outside the United States) and UBS Securities LLC at (888) 722-9555, ext. 4210 (in the United States) or (203) 719-4210 (outside the United States).

This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities. The offers are being made solely by the Prospectus and related letter of transmittal. The offers shall not be made in any such jurisdiction in which they are not permitted to be made under applicable law.