September 30, 2005

Via U.S. Mail

J.S. Gabrielli de Azevedo
Chief Financial Officer
Petroleo Brasileiro S.A. - Petrobras
Avenida Republica do Chile, 65
20035-900 - Rio de Janeiro - RJ
Brazil

Daniel Lima De Oliveira
Chief Financial Officer
Petrobras International Finance Company - PIFCo
Anderson Square Building
P.O. Box 714
George Town, Grand Cayman
Cayman Islands



Re: 	Petroleo Brasileiro S.A. - PETROBRAS
      	Form 20-F for the year ended December 31, 2004
	File No. 1-15106

	Petrobras International Finance Company
	Form 20-F for the year ended December 31, 2004
	File No. 333-14168


Dear Sirs:

      We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2004, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism, and will make no further review of the Form 20-F.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues.  At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may or may not raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General -

We note from pages 21 and 25 that your international segment
includes
activities in Libya and Iran.  We also note your recent contract
with
Iran`s state-owned National Iranian Oil Company, and that
performance
under the contract will be carried out by your Iranian subsidiary,
Petrobras Middle East B.V.  In addition, we are aware of publicly
available sources that report you plan to invest and begin
projects
in Cuba.  Advise us of the nature and extent of your operations
and
interests in Cuba, Iran and Libya, including your contacts or
dealings with the governments of these nations and enterprises
controlled by these governments; and the material terms of your
agreements in these nations, including dollar amounts and parties
to
these agreements.  Describe for us the operations of Petrobras
Middle
East B.V.

In view of the fact that Cuba, Iran and Libya have been identified
by
the U.S. State Department as state sponsors of terrorism, and Cuba
and Iran are subject to economic sanctions administered by the
U.S.
Treasury Department`s Office of Foreign Assets Control, please
advise
us of the materiality of your operations in these countries, and
give
us your view as to whether those operations constitute a material
investment risk for your security holders.  In preparing your
response, please consider that evaluations of materiality should
not
be based solely on quantitative factors, but should include
consideration of all factors that a reasonable investor would deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.  In this regard, we note that Arizona and Louisiana have
adopted legislation requiring divestment from, or reporting of
interests in, companies that do business with countries designated
as
state sponsors of terrorism.

Closing Comments

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response letter on EDGAR.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:

the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and

the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.


      Please understand that we may have additional comments after
we
review your response to our comment.  Please contact Frank Green
at
(202) 551-3522 if you have any questions about the comment or our
review.  You may also contact me at (202) 551-3470.



								Sincerely,




								Cecilia D. Blye, Chief
								Office of Global Security
Risk


cc: 	Roger Schwall
		Assistant Director
		Division of Corporation Finance