AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 2004


                                                     REGISTRATION NO. 333-114312

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ---------------------

                         PRE-EFFECTIVE AMENDMENT NO. 1


                                       TO

                             REGISTRATION STATEMENT
                                UNDER SCHEDULE B
                                       OF
                           THE SECURITIES ACT OF 1933
                             ---------------------
                          REPUBLIC OF THE PHILIPPINES
                              (Name of Registrant)
      Name and Address of Authorized Representative in the United States:
                             HON. CECILIA B. REBONG
                                 CONSUL GENERAL
                          PHILIPPINE CONSULATE GENERAL
                                556 FIFTH AVENUE
                         NEW YORK, NEW YORK 10036-5095

     It is requested that copies of notices and communications from the
Securities and Exchange Commission be sent to:

<Table>
                                               
              DAVID JOHNSON, ESQ.                            SEBASTIAN R. SPERBER, ESQ.
                 ALLEN & OVERY                                   YONG G. LEE, ESQ.
        9TH FLOOR, THREE EXCHANGE SQUARE                 CLEARY, GOTTLIEB, STEEN & HAMILTON
                    CENTRAL                                     BANK OF CHINA TOWER
                 HONG KONG SAR                                    ONE GARDEN ROAD
                                                                   HONG KONG SAR
</Table>

                             ---------------------

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  From time
to time after the Registration Statement becomes effective.


     The securities being registered herein are to be offered on a delayed or
continuous basis pursuant to Release Nos. 33-6240 and 33-6424 under the
Securities Act of 1933.

                             ---------------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

     PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
CONTAINED HEREIN ALSO RELATES TO DEBT SECURITIES AND/OR WARRANTS HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF $196,985,000 REGISTERED UNDER THE REGISTRANT'S
REGISTRATION STATEMENT NO. 333-113450 UNDER SCHEDULE B AND NOT PREVIOUSLY SOLD
IN THE UNITED STATES FOR WHICH THE REGISTRANT PAID A REGISTRATION FEE OF
$24,958. THIS REGISTRATION STATEMENT, WHICH IS A NEW REGISTRATION STATEMENT,
ALSO CONSTITUTES POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO.
333-113450 AND SUCH POST-EFFECTIVE AMENDMENT SHALL HEREAFTER BECOME EFFECTIVE
CONCURRENTLY WITH THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT AND IN
ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF 1933.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------



THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT ISSUE THE SECURITIES OFFERED IN THIS PROSPECTUS UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO EXCHANGE THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR
EXCHANGE IS NOT PERMITTED.



                  SUBJECT TO COMPLETION, DATED APRIL 15, 2004


PROSPECTUS

                       (REPUBLIC OF THE PHILIPPINES LOGO)

                          REPUBLIC OF THE PHILIPPINES

                                 $2,000,000,000
                             DEBT SECURITIES AND/OR
                                    WARRANTS

     The Republic will provide specific terms of these securities in supplements
to this prospectus. You should read this prospectus and any supplement carefully
before you invest. This prospectus may not be used to offer or sell securities
unless accompanied by a supplement. The Republic may sell the securities
directly, through agents designated from time to time or through underwriters.
The names of any agents or underwriters will be provided in the applicable
prospectus supplement.

     You should read this prospectus and any supplements carefully. You should
not assume that the information in this prospectus, any prospectus supplement or
any document incorporated by reference in them is accurate as of any date other
than the date on the front of these documents.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

This prospectus is dated April --, 2004.


                               TABLE OF CONTENTS


<Table>
<Caption>
                                                              PAGE
                                                              ----
                                                           
Certain Defined Terms and Conventions.......................     2
Forward Looking Statements..................................     2
Data Dissemination..........................................     3
Use of Proceeds.............................................     3
Prospectus Summary..........................................     4
Republic of the Philippines.................................     9
  History, Land and People..................................     9
  Government................................................     9
  Recent Developments.......................................    13
  Philippine Economy........................................    17
  GDP and Major Financial Indicators........................    21
  Principal Sectors of the Economy..........................    25
  Prices, Employment and Wages..............................    30
  Balance of Payments.......................................    34
  Monetary System...........................................    53
  The Philippine Financial System...........................    60
  The Philippine Securities Markets.........................    65
  Public Finance............................................    67
  The Government Budget.....................................    73
  Debt......................................................    73
Description of the Securities...............................    85
  Description of the Debt Securities........................    85
  Description of the Warrants...............................    94
  Limitations on Issuance of Bearer Debt Securities.........    94
Collective Action Securities................................    96
Taxation....................................................   100
  Philippine Taxation.......................................   100
  United States Tax Considerations..........................   101
Plan of Distribution........................................   108
Validity of the Securities..................................   109
Authorized Representative in the United States..............   109
Experts; Official Statements and Documents..................   109
Further Information.........................................   109
Debt Tables of the Republic of the Philippines..............   T-1
</Table>


                                        1


                     CERTAIN DEFINED TERMS AND CONVENTIONS

     Statistical information included in this prospectus is the latest official
data publicly available at the date of this prospectus. Financial data provided
in this prospectus may be subsequently revised in accordance with the Republic's
ongoing maintenance of its economic data, and that revised data will not be
distributed by the Republic to any holder of the Republic's securities. As used
in this prospectus, the term "N/A" identifies statistical or financial data that
is not available.

     All references in this prospectus to (a) the "Republic" or the
"Philippines" are to the Republic of the Philippines, (b) the "Government" are
to the national government of the Philippines, (c) the "administration" are to
the current administration of President Gloria Macapagal-Arroyo and (d) "Bangko
Sentral" are to Bangko Sentral ng Pilipinas, the central bank of the
Philippines.

     Government-owned corporations are corporations at least 51% of the capital
stock of which is owned by the Government directly or indirectly through its
instrumentalities.

     The fiscal year of the Government commences on January 1 of each year and
ends on December 31 of such year.

     Unless otherwise indicated, all references in this prospectus to
"Philippine Pesos", "pesos" or "P" are to the lawful national currency of the
Philippines, those to "dollars", "US dollars" or "$" are to the lawful currency
of the United States of America and those to "SDR" are to Special Drawing Rights
of the International Monetary Fund.

     This prospectus contains conversions of some peso amounts into US dollars
for the convenience of the reader. Unless otherwise specified, the conversions
were made at the exchange rate as stated by the Bangko Sentral Reference
Exchange Rate Bulletin published by the Treasury Department of Bangko Sentral on
the relevant date. No representation is made that the peso amounts actually
represent the US dollar amounts or could have been converted into US dollars at
the rates indicated, at any particular rate, or at all.

     Any discrepancies in the tables included herein between the amounts listed
and the totals thereof are due to rounding.

                           FORWARD LOOKING STATEMENTS

     Some of the statements contained in this prospectus under "Republic of the
Philippines" are forward looking. They include statements concerning, among
others,

     - the Republic's economic, business and political conditions and prospects;

     - the Republic's financial stability;

     - the depreciation or appreciation of the peso;

     - changes in interest rates;

     - governmental, statutory, regulatory or administrative initiatives; and

     - adverse changes in economic conditions in the Republic.

     Actual results may differ materially from those suggested by the
forward-looking statements due to various factors. These factors include, but
are not limited to:

     - Adverse external factors, such as high international interest rates and
       recession or low growth in the Republic's trading partners. High
       international interest rates could increase the Republic's current
       account deficit and budgetary expenditures. Recession or low growth in
       the Republic's trading partners could lead to fewer exports from the
       Republic and, indirectly, lower growth in the Republic.

                                        2


     - Adverse domestic factors, such as a decline in foreign direct and
       portfolio investment, increases in domestic inflation, high domestic
       interest rates and exchange rate volatility. Each of these factors could
       lead to lower growth or lower international reserves.

     - Other adverse factors, such as climatic or seismic events and political
       uncertainty.

                               DATA DISSEMINATION

     The Republic is a subscriber to the International Monetary Fund's Special
Data Dissemination Standard ("SDDS"), which is designed to improve the
timeliness and quality of information of subscribing member countries. The SDDS
requires subscribing member countries to provide schedules indicating, in
advance, the date on which data will be released or the so-called "Advance
Release Calendar". For the Philippines, precise dates or "no-later-than dates"
for the release of data under the SDDS are disseminated three months in advance
through the Advance Release Calendar, which is published on the Internet under
the International Monetary Fund's Dissemination Standards Bulletin Board.
Summary methodologies of all metadata to enhance transparency of statistical
compilation are also provided on the Internet under the Dissemination Standards
Bulletin Board. The Internet website for the Philippines' "Advance Release
Calendar" and metadata is located at
"http://dsbb.imf.org/Applications/web/sddscountrycategorylist/?strcode=PHL".

                                USE OF PROCEEDS

     Unless otherwise specified in the applicable prospectus supplement, the net
proceeds from sales of securities will be used for the general purposes of the
Republic, including for budget support and to repay a portion of the
Government's borrowings.

                                        3


                               PROSPECTUS SUMMARY

                          REPUBLIC OF THE PHILIPPINES

GENERAL


     The Philippine archipelago has over 7,000 islands with a total land area of
approximately 300,000 square kilometers. The islands are grouped into three
geographic regions: Luzon, the largest island, in the north, covering an area of
141,395 square kilometers; Visayas in the central region, covering an area of
55,606 square kilometers; and Mindanao in the south, covering an area of 101,999
square kilometers. Manila is the Republic's capital. The Republic's population
is estimated at approximately 82.7 million.


GOVERNMENT AND POLITICS

     The Republic's current constitution was adopted by plebiscite in 1987. The
ratification of the new Constitution in 1987 restored a presidential form of
government consisting of three branches: executive, legislative and judiciary.
Executive power is vested in the President, who is elected by direct popular
vote and who may serve one term of six years. Legislative authority is vested in
the Congress of the Philippines, which consists of the Senate and the House of
Representatives. Judicial power is vested in the Supreme Court and in various
lower courts.

     In January 2001, Gloria Macapagal-Arroyo became President after the
impeachment of former President Joseph Estrada. Criminal charges for perjury and
plunder have been filed against Mr. Estrada with the Sandiganbayan, a special
court with jurisdiction over criminal and civil cases involving graft and
corruption. Hearings on these charges are ongoing. The next presidential
election is scheduled to take place on May 10, 2004.

     Over the past three decades, groups of communist rebels and Muslim
separatists in the Republic have periodically fought with Government forces. The
United States government has sent troops to the Philippines and pledged monetary
aid to help the Republic in its campaign against these rebel groups and against
terrorism generally.

ECONOMY

     The Philippines has a mixed economy in which the Government is directly
engaged in certain economic activities through government-owned and controlled
corporations ("GOCCs") and Government Financial Institutions ("GFIs"). The
Government actively encourages domestic and foreign private investment.
Beginning in 1991, further liberalization of trade and investment in the
Philippines has been undertaken in tandem with the deregulation of the financial
system, foreign exchange liberalization, tax reforms, acceleration of
privatization, enhancement of competition in the provision and operation of
public utilities, and deregulation of the oil and power industries.

     In an attempt to promote macroeconomic stability and sustained growth of
income and employment, the Arroyo Administration proposed its Medium-Term
Philippine Development Plan for 2001-2004. The plan's major policy objectives
are:

     - protecting the vulnerable;

     - establishing good governance and rule of law;

     - modernizing agriculture and fisheries; and

     - encouraging equitable macroeconomic growth based on free enterprise.

     The principal sectors of the Philippine economy are services, industry and
agriculture (including fishery and forestry). The services sector accounted for
46.3% of real gross domestic product ("GDP") in 2003, including the subsectors
of trade (16.5% of real GDP), transportation, communications and storage (8.0%
of real GDP) and private services (7.5% of real GDP). The industry sector
accounted for 34.0% of real GDP in

                                        4


2003, of which 24.0% of real GDP came from manufacturing. The agriculture sector
accounted for 19.6% of real GDP in 2003.

     In 2003, real gross national product ("GNP") grew 5.5% and real GDP grew
4.5%, compared with real GNP growth of 4.5% and real GDP growth of 4.4% for
2002.

     Foreign trade is important to the Philippine economy. In 2003, exports of
goods and services were equal to 43.8% of the country's GNP and imports were
equal to 46.6% of GNP. The country's trade strategy emphasizes export promotion.
Total exports of goods were $35.8 billion in 2003; the average annual goods
export growth rate from 1999 to 2003 was 0.5%. Manufactured goods accounted for
87% of the Republic's exports in 2003. Electronics, machinery and transport
equipment and garments have historically been the Republic's leading
manufactured exports.

     In 2003, the balance of payments recorded a surplus of $111 million,
compared to the $663 million surplus in 2002. The current account recorded a
surplus of $3,347 million, lower than the $4,383 million recorded in 2002. The
continued surplus reflected robust net inflows throughout the year, particularly
from overseas Filipino workers, which offset a decline in the trade balance. The
income account recorded a surplus of $5,215 million in 2003 compared to $4,490
million in 2002, primarily on account of higher remittances of overseas Filipino
workers. The trade-in-goods balance recorded a deficit of $1,253 million after
recording a surplus of $407 million in 2002, mainly because of weak exports in
the early part of 2003. The trade-in-services account recorded a deficit in 2003
of $1,227 million, higher than the deficit of $1,017 million recorded in 2002.

     The capital and financial account posted a deficit of $5,319 million in
2003. Both direct and portfolio investment accounts were weak in 2003 relative
to 2002, weighed down by global uncertainty during the first half of 2003,
domestic political uncertainty and corporate restructuring. Net inflows for
direct investments declined to $161 million in 2003 from $1,733 million in 2002
due to the deferral of several approved investments as well as a divestment by a
significant foreign investor. The portfolio investment account posted net
outflows of $706 million in 2003, a reversal of the net inflow of $1,122 million
in 2002. This development was due to the repayment of bonds and the purchase of
local debt, which more than offset Government bond issuances. The other
investment account recorded a net outflow of $4,795 million, higher than the net
outflow of $4,480 million in 2002, mainly because of net repayment of loans.

     As of December 31, 2003, Bangko Sentral-approved external debt amounted to
$57.4 billion, a 7.0% increase from the $53.6 billion recorded as of December
31, 2002. The increase in debt resulted from net inflows of foreign exchange to
finance the Government's budgetary requirements and from foreign exchange
revaluation losses.

     As of December 31, 2003, Bangko Sentral-approved medium and long term
external debt amounted to $51.2 billion. Of this amount, 57.8% carried fixed
rates, 39.5% had variable rates, and the remaining 2.7% was non-interest
bearing. The average cost of fixed rate debt was 6.0%. For liabilities with
floating interest rates, the margin over the applicable base rate averaged 1.7%.
Approximately 54% of total Bangko Sentral-approved external debt (including
short-term debt) was denominated in US dollars while 28% was denominated in
Japanese yen. Multi-currency loans from the World Bank and the Asian Development
Bank accounted for 9.2% of total Bangko Sentral-approved external debt.

     The average interest rates for 91-day Treasury bills decreased from 9.9% in
2001 to 5.4% in 2002, following the decline in global interest rates, but
subsequently increased to 6.0% in 2003.

     On January 27, 2004, Moody's Investors Service lowered its rating of the
Republic's long-term foreign currency bonds and notes from Ba1 to Ba2, and
lowered its rating of the Republic's long-term domestic currency obligations
from Baa3 to Ba2. Moody's retained its negative ratings outlook on the
Republic's long-term foreign and domestic currency obligations. Moody's noted
concerns over the Government's fiscal imbalances and the country's uncertain
political dynamics, as well as relatively high public-sector debt ratios. On
June 12, 2003, Fitch Ratings downgraded the Republic's long-term foreign
currency rating from BB+ to BB on the grounds that current and prospective
fiscal trends amount to a material deterioration in sovereign creditworthiness,
notwithstanding the recent upturn in tax receipts. Fitch also lowered the
long-term local
                                        5


currency rating from BBB- to BB+ and changed the outlook on both ratings from
negative to stable. Fitch mentioned that the change in outlook reflected Fitch's
judgement that broader macro-economic trends remained reasonable with respect to
growth, inflation and the current account balance. On April 24, 2003, Standard &
Poor's Ratings Service downgraded the Republic's long-term foreign currency
rating from BB+ to BB, downgraded the Republic's local currency rating from BBB+
to BBB and revised the long-term ratings outlook from negative to stable.
Standard & Poor's emphasized the Government's high fiscal deficit, increased
interest payments due to its high debt burden, and heavy reliance on external
capital for economic growth.

                                        6


        SUMMARY ECONOMIC INFORMATION OF THE REPUBLIC OF THE PHILIPPINES

<Table>
<Caption>
                                                          1999      2000      2001      2002      2003
                                                         -------   -------   -------   -------   ------
                                                             (IN BILLIONS, EXCEPT AS INDICATED)(1)
                                                                                  
GDP (at current market prices).........................  P 2,977   P 3,355   P 3,674   P 4,023   P4,359
GDP (at constant 1985 prices)..........................      918       973     1,002     1,046    1,093
GDP per capita (in US dollars at current market
  prices)..............................................  $   992   $   989   $   917   $   970   $1,050
GDP growth rate (at constant 1985 prices)..............      3.4%      4.4%      3.0%      4.4%     4.5%
GNP growth rate (at constant 1985 prices)..............      3.7%      4.8%      3.5%      4.5%     5.5%
Inflation rate.........................................      6.7%      4.4%      6.1%      3.1%     3.1%
Unemployment rate......................................      9.8%     11.2%     11.1%     11.4%    11.4%
Government revenues....................................  P   479   P   515   P   564   P   567   P  627
Government expenditures................................      590       649       711       778      827
Government surplus (deficit)...........................   (111.7)   (134.2)   (147.0)   (210.7)  (199.9)
Public sector borrowing requirement(2).................   (138.0)   (174.6)   (189.8)   (268.3)     N/A
Consolidated public sector financial position(3).......   (100.5)   (151.7)   (169.3)   (234.3)     N/A
</Table>

<Table>
<Caption>
                                                1999       2000         2001         2002        2003
                                              --------   --------     --------     --------     -------
                                                         (IN MILLIONS, EXCEPT AS INDICATED)
                                                                                 
Goods trade -- exports......................  $ 34,211   $ 37,295     $ 31,243     $ 34,377     $34,842
Goods trade -- imports......................   (29,252)   (33,481)     (31,986)     (33,970)    (36,095)
Services trade -- exports...................     4,803      3,972        3,148        3,055       2,970
Services trade -- imports...................    (7,515)    (6,402)      (5,198)      (4,072)     (4,197)
Current transfer (net)......................       512        437          447          503         612
Current account (deficit)...................     7,219      6,258        1,323        4,383       3,347
  As a percentage of GNP....................       9.0%       7.9%         1.7%         5.3%        3.9%
Total capital and financial account.........  $ (2,333)  $ (4,119)    $ (1,080)    $ (1,644)    $(5,319)
Overall balance of payments position........     3,586       (513)        (192)         663         111
  As a percentage of GNP....................       4.5%      (0.6)%       (0.3)%        0.8%        0.1
Gross international reserves(4).............  $ 15,024   $ 15,024     $ 15,645     $ 16,171     $16,866
</Table>


<Table>
<Caption>
                                                       1999       2000       2001       2002       2003
                                                     --------   --------   --------   --------   --------
                                                               (IN BILLIONS, END OF PERIOD)(5)
                                                                                  
Direct domestic debt of the Republic(6)...........   P  978.4   P1,068.2   P1,247.7   P1,471.2   P1,703.8
Direct external debt of the Republic(6)...........   $   19.8   $   22.0   $   22.1   $   25.3   $   29.6
Public sector domestic debt(7)....................   P2,196.6   P2,542.0   P2,286.3   P2,765.4        N/A
Public sector external debt(8)....................   $   27.0   $   26.3   $   25.0   $   27.9   $   32.1
</Table>


- ---------------

Sources: National Statistics Office; National Statistical Co-ordination Board;
Bureau of the Treasury; Department of Finance, Bangko Sentral.

 (1) Amounts in pesos have been converted to US dollars using the average Bangko
     Sentral reference exchange rates for the applicable year.


 (2) Represents the aggregate deficit of the Government, the Central Bank-Board
     of Liquidation (the "CB-BOL"), the Oil Price Stabilization Fund and the 14
     GOCCs whose debt comprises virtually all the debt incurred by GOCCs (the
     "14 monitored GOCCs").



 (3) Comprises the aggregate deficit or surplus of the Government, the CB-BOL's
     accounts, the 14 monitored GOCCs, the Social Security System, the
     Government Service Insurance System, Bangko Sentral, the Government
     financial institutions ("GFIs") and the local government units.


 (4) Comprises the holdings by Bangko Sentral of gold reserves, foreign
     investments, foreign exchange and SDRs, including Bangko Sentral's reserve
     position in IMF at period end. Figures [from 2001] have been revised to
     reflect the change in the treatment of offshore banking units from
     non-resident to resident entities.

 (5) Amounts in original currencies were converted to US dollars or pesos, as
     applicable, using the Bangko Sentral reference exchange rates at the end of
     each period.

                                        7


 (6) Represents debt of the Government only, and does not include other public
     sector debt. Includes direct debt obligations of the Government, the
     proceeds of which are on-lent to GOCCs and other public sector entities,
     but excludes debt guaranteed by the Government and debt originally
     guaranteed by other public sector entities for which the guarantee has been
     assumed by the Government.

 (7) Represents debt of the Government, the 14 monitored GOCCs, the CB-BOL,
     Bangko Sentral and the GFIs.

 (8) Includes public sector debt whether or not guaranteed by the Government.

                                        8


                          REPUBLIC OF THE PHILIPPINES

HISTORY, LAND AND PEOPLE

     HISTORY.  Spain governed the Philippines as a colony from 1521 until 1898.
On June 12, 1898, during the Spanish-American War, the Filipinos declared their
independence. The United States claimed sovereignty over the Philippines under
the 1898 Treaty of Paris, which ended the Spanish-American War, and governed the
Philippines as a colony until 1935 when the Philippines became a self-governing
commonwealth. On July 4, 1946, the Philippines became an independent republic.

     GEOGRAPHY AND GENERAL INFORMATION.  The Philippine archipelago, located in
Southeast Asia, comprises over 7,000 islands and a total land area of
approximately 300,000 square kilometers. The Republic groups the islands into
three geographic regions: Luzon in the north, covering an area of 141,395 square
kilometers, Visayas in the center, covering an area of 55,606 square kilometers,
and Mindanao in the south, covering an area of 101,999 square kilometers. The
Republic is also divided into 17 administrative regions.


     Forests cover approximately 50% of the Philippines, and 47% of the country
is under agricultural cultivation. Agriculture, forestry and fishery employed
35.4% of the labor force in January 2004 and provided 5.0% of the Republic's
export earnings (including exports of agriculture-based products) in 2003. The
Republic is generally self-sufficient in staple cereals and is a major exporter
of certain agricultural products. Manufactured goods comprise the most important
category of the Republic's exports, accounting for 88.2% of the Republic's
exports in 2003. Electronics, machinery and transport equipment and garments
have historically been the Republic's leading manufactured exports.



     The Republic's population was 76.5 million according to the 2000 census,
and is estimated at 82.7 million in 2004. The Republic's capital, Manila,
located in Luzon, has an estimated population of 1.7 million. The cities of
Manila, Pasay, Kalookan, Quezon City, Mandaluyong, Las Pinas, Muntinlupa,
Marikina, Pasig and Makati, together with seven surrounding municipalities, make
up the National Capital Region or Metro Manila. Metro Manila, the most populous
of the administrative regions, has an estimated population of 9.9 million
people.


     The majority of Filipinos have Malay ethnic origins. Filipino culture also
includes strong Spanish, Chinese and American influences. Filipino is the
national language, but English is the primary language used in business,
government and education. The population speaks over 80 other dialects and
languages, including Chinese and Spanish. Based on a 2000 survey, the Republic's
literacy rate is 95%, ranking among the highest in Asia.

     Christianity, primarily Roman Catholicism, is the predominant religion in
the Philippines. A significant Muslim minority lives in Mindanao.

GOVERNMENT



     GOVERNMENTAL STRUCTURE.  Since 1935, the Republic has had three
Constitutions. The country adopted the current Constitution by plebiscite in
February 1987 after Ferdinand Marcos, who had ruled for 20 years, was ousted a
year earlier in favor of Corazon Aquino following a people's uprising. The new
Constitution restored a presidential form of government comprised of three
branches: executive, legislative and judicial.

     The principal features of each branch are as follows:

     - Executive -- A President, directly elected for a single, six-year term,
       exercises executive power. If the President dies, becomes permanently
       disabled or is removed from office or resigns, the Vice President acts as
       President for the remainder of the term. If the Vice President cannot
       serve, the President of the Senate or, if he cannot serve, the Speaker of
       the House of Representatives, acts as President until the election and
       qualification of a new President or Vice President. The person acting as
       President for any remaining term may, if elected, serve a six-year term
       as President.


     In May 1998, the country elected Joseph Estrada as President and Gloria
     Macapagal-Arroyo as Vice President. In January 2001, Gloria
     Macapagal-Arroyo became President after the impeachment of


                                        9



     former President Joseph Estrada. Criminal charges for perjury and plunder
     have been filed against Mr. Estrada with the Sandiganbayan, a special court
     with jurisdiction over criminal and civil cases involving graft and
     corruption. Hearings on these charges are ongoing. The next presidential
     election is scheduled to take place on May 10, 2004.


     - Legislative -- The Congress, comprised of the Senate and the House of
       Representatives, exercises the country's legislative authority. The
       Constitution mandates a Senate of 24 members and a House of
       Representatives of not more than 250 members, all elected by popular
       vote. Senators serve for a term of six years and members of the House of
       Representatives for a term of three years. The country held elections for
       13 Senators and all members of the House of Representatives in May 2001.
       The other 11 Senators were elected in May 1998.

     - Judicial -- The Supreme Court and any lower courts established by law
       exercise the country's judicial authority. The country's court system is
       a multi-tiered system of courts of general jurisdiction that includes the
       Supreme Court and the Court of Appeals. Below these, the Regional Trial
       Courts, Metropolitan Trial Courts, Municipal Trial Courts and Municipal
       Circuit Trial Courts constitute courts of original jurisdiction.

     Special or administrative tribunals and quasi-courts also exercise judicial
     functions. Included in this category are constitutional commissions, the
     Sandiganbayan (the court that handles Government graft and corruption
     cases), the Court of Tax Appeals, the Shari'ah courts (which handle matters
     governed by Islamic law) and administrative agencies that handle
     specialized areas such as labor relations and securities regulation.


     A Chief Justice and 14 Associate Justices constitute the Supreme Court,
     which supervises all lower courts and related personnel. The Supreme Court
     and the Court of Appeals may review decisions and rulings of lower courts
     and quasi-judicial tribunals. The President appoints each Supreme Court or
     Court of Appeals justice and lower court judge from at least three
     candidates nominated by the Judicial and Bar Council.



     ADMINISTRATIVE ORGANIZATION.  As of April 12, 2004, the Republic had 17
regions and 43,663 local Government units. Local Government units included 79
provinces, 115 cities, 1,500 municipalities (subdivisions of provinces) and
41,969 barangays (villages, which are the basic units of the political system).
Highly urbanized cities function independently of any province, while other
cities are subject to the administrative supervision of their home provinces.


                                        10


     The Government is mainly organized around the 20 departments and
department-equivalent agencies of the executive branch, which implement the
various programs and projects of the Government. The departments and
department-equivalent agencies are grouped into sectors.

<Table>
<Caption>
SECTOR                                                         MAJOR DEPARTMENTS
- ------                                                         -----------------
                                         
Social services...........................  Health; Education, Culture and Sports; Labor and
                                            Employment; Social Welfare and Development

Economic services.........................  Agriculture; Agrarian Reform; Energy; Environment and
                                            Natural Resources; Tourism, Trade and Industry; Public
                                            Works and Highways; Transportation and Communications;
                                            Science and Technology

Defense...................................  National Defense

General public services...................  Foreign Affairs; Finance; Budget and Management;
                                            Interior and Local Government; Justice; National
                                            Economic and Development Authority; Office of the Press
                                            Secretary

Constitutional offices....................  Elections; Audit; Civil Service; Office of the
                                            Ombudsman; Human Rights

Autonomous Region of Muslim Mindanao......  Not applicable

Cordillera Administrative Region..........  Not applicable
</Table>

     GOVERNMENT CORPORATIONS.  The Government owns or controls a number of
corporations that provide essential goods and services and work with the private
sector to encourage economic growth and development. Originally restricted to
basic public services and national monopolies, the number of Government
corporations grew from 13 in the 1930s to 301 by 1984. In 1988, the Government
launched a reform program to reduce the number of Government corporations,
establishing the legal and policy framework for the country's privatization
program. See "Privatization -- General."

     Currently, there are approximately 100 Government corporations, including
subsidiaries. Each of these corporations is attached to a department for policy
and program coordination.

                                        11


     The Government closely monitors 14 major non-financial Government
corporations engaged in various major business activities by recording their
individual contribution to the public sector deficit or surplus position and
other financial indicators. These 14 corporations and their areas of activity
are as follows:

<Table>
<Caption>
GOVERNMENT CORPORATION                                        BUSINESS ACTIVITY
- ----------------------                                        -----------------
                                                           
National Power Corporation..................................  power generation and
                                                              transmission
Philippine National Oil Company.............................  holding company, power
National Electrification Administration.....................  electric utilities
Metropolitan Waterworks and Sewerage System.................  water utilities
Local Water Utilities Administration........................  water utilities
Philippine Export Zone Authority............................  area development
National Food Authority.....................................  agriculture
National Irrigation Administration..........................  agriculture
Philippine National Railways................................  transportation
Light Rail Transit Authority................................  transportation
Philippine Ports Authority..................................  transportation
National Development Company................................  holding company
National Housing Authority..................................  housing
Home Guaranty Corporation...................................  housing insurance
</Table>

     As of December 31, 2002, these 14 corporations had aggregate domestic and
external debt of P1,370 billion, which comprised virtually all the debt incurred
by Government corporations.

     To facilitate the implementation of better business practices, the
Government intends to expand its monitoring of Government corporations,
including to the National Home Financing Corporation, which provides mortgage
financing for low-income housing.

     The Government currently records the contribution to the public sector
deficit or surplus, and other financial indicators, of three Governmental
financial institutions that provide credit to enterprises in support of public
policies, including two specialized Government banks -- the Development Bank of
the Philippines and the Land Bank of the Philippines. For a description of the
Development Bank and the Land Bank, see "-- The Philippine Financial
System -- Structure of the Financial System." The third institution, the Trade
and Investment Development Corporation of the Philippines (formerly Philippine
Export and Foreign Loan Guarantee Corporation), guarantees foreign currency
loans to exporters and contractors. As of December 31, 2002, the monitored
Governmental financial institutions had aggregate domestic and external debt of
P387.5 billion.

     INTERNATIONAL RELATIONS.  The Philippines places a high priority on
expanding global trade through a multilateral framework of principles and rules
that respect individual countries' policy objectives and levels of economic
development. The country's participation in various international organizations,
such as the World Trade Organization, the International Monetary Fund ("IMF"),
the International Bank for Reconstruction and Development (also known as the
World Bank) and the Asian Development Bank, allows it to encourage liberalized
trade and investment and to discuss global issues that will affect the
Republic's economy.

                                        12


     The following table shows the Republic's capital participation in, and
loans obtained from, major international financial organizations.

              MEMBERSHIP IN INTERNATIONAL FINANCIAL ORGANIZATIONS

<Table>
<Caption>
                                                                     CAPITAL    CAPITAL       LOANS
NAME OF ORGANIZATION                DATE OF ADMISSION   SUBSCRIBED    SHARE     PAID IN    OUTSTANDING
- --------------------                -----------------   ----------   -------   ---------   -----------
                                                  (IN MILLIONS, EXCEPT FOR PERCENTAGES)
                                                                            
International Monetary Fund(1)....    December 1945     SDR 879.9       --     SDR 879.9    SDR  820.7
International Bank for
  Reconstruction and
  Development(2)..................    December 1945     $   825.6     0.4%     $    48.9   $   3,352.0
Asian Development Bank(3).........    December 1966     $ 1,142.0     2.4%     $    80.0   $   2,551.5
</Table>

- ---------------

(1) As of November 30, 2003; Source: IMF.

(2) As of June 30, 2003; Source: World Bank Annual Report.

(3) As of December 31, 2002; Source: Asian Development Bank Annual Report.

     The Philippines also promotes its economic interests through membership in
the following regional organizations:

     - the Association of Southeast Asian Nations ("ASEAN");

     - ASEAN Free Trade Area;

     - South East Asia, New Zealand and Australia Central Banks;

     - South East Asian Central Banks;

     - Asia-Pacific Economic Cooperation; and

     - Executives Meeting of East Asia and Pacific Central Banks.

     RELATIONSHIP WITH THE IMF.  The IMF currently maintains a close dialogue
with the Government, within the framework of a post-program monitoring
arrangement ("PPM"). The PPM involves program assessments that are based on a
regular review of economic developments and policies rather than the attainment
of specific quantitative targets. This arrangement does not involve a financing
component.

     In December 2002, the IMF completed a 10-day review of the Philippine
economy as part of the PPM. The IMF emphasized the need for the reduction of the
fiscal deficit through increased revenues. In particular, the IMF recommended
additional taxes on telecommunications, "sin" products and automobiles, and
measures to improve the efficiency of tax collection. The IMF also recommended
improvements in energy regulation, including a stronger and more independent
Energy Regulatory Commission ("ERC") and the expedited privatization of the
National Power Corporation ("NPC"). See "Philippine Economy -- Restructuring of
the Electric Power Industry and the Privatization of National Power
Corporation".


     In December 2003, the IMF completed its most recent 10-day review of the
Philippine economy as part of its PPM. The IMF emphasized the need for the
Republic to address the recent rise in Government debt, introduce
revenue-enhancing measures, privatize the power sector and further strengthen
the banking system. The Department of Finance has indicated that it intends to
continue the PPM through 2004.


RECENT DEVELOPMENTS

  PRESIDENTIAL ELECTIONS SCHEDULED FOR MAY 2004

     The next presidential elections are scheduled to take place on May 10,
2004. On October 4, 2003, President Gloria Macapagal-Arroyo announced that she
would seek election to a full six-year term as president of the Republic.
President Arroyo formally filed her candidacy for president on January 6, 2004.
President Arroyo's challengers include Senator Panfilo Lacson, movie actor
Fernando Poe, Jr., and former Senator and Education Secretary Raul Roco.

                                        13


  RECENT CHANGES IN THE ARROYO ADMINISTRATION

     In November 2003, Secretary of Finance Jose Isidro Camacho resigned, citing
personal reasons. On December 9, 2003, President Arroyo appointed Undersecretary
Juanita Amatong as his replacement. Standard & Poor's issued a statement that
the Camacho resignation in itself would not directly affect its sovereign credit
ratings of the Republic.

     In December 2003, Secretary of Foreign Affairs Blas P. Ople died of natural
causes. He has been replaced by Delia Domingo Albert.


     In December 2003, Edgardo del Fonso, president and chief executive officer
of Power Sector Assets and Liabilities Management Corporation ("PSALM")
resigned, citing health reasons. PSALM is the Government-owned corporation
formed to privatize the assets and liabilities of National Power Corporation as
part of the restructuring of the Philippine electric power industry. Mr. del
Fonso has been replaced by Raphael Lotilla, chief operating officer of PSALM.



     Also, several members of the Arroyo administration have resigned for
reasons related to the upcoming Philippine elections. Secretary of Justice
Simeon Datumanong resigned to run for Congress, and has been replaced by
Merceditas Gutierrez. Secretary of Trade and Industry Manuel Roxas II resigned
to run for the Senate, and has been replaced by Cesar Purisima, who previously
served as chairman of a major Philippine auditing firm. Secretary of Tourism
Richard Gordon also resigned to run for the Senate. Presidential Legal Counsel
Avelino Cruz resigned to join President Arroyo's campaign team, and has been
replaced by Joe Nathan Tenefrancia, who previously served as partner in a
Philippine law firm. Presidential Management Staff Chief Silvestre Afable took
an indefinite leave to join President Arroyo's campaign team, and has been
replaced by deputy presidential spokesman Ricardo Saludo.


  FUNDS RELEASED FROM MARCOS ACCOUNTS


     In November 2003, the Supreme Court rejected several appeals, filed by the
family of former President Ferdinand Marcos, of its July 2003 ruling that the
Government may claim assets worth approximately $684 million from the Marcos
family's frozen Swiss bank accounts. In addition, the Supreme Court rejected an
injunction of the US federal court in Hawaii against transfer of the funds.
Approximately $624 million has been transferred to the Philippine National
Treasury. The Government has indicated that the funds received by the National
Treasury will be set aside for compensation of victims of martial law and for
agrarian reform, subject to Congressional approval.


  AGREEMENT TO ESTABLISH ASEAN ECONOMIC COMMUNITY


     On October 8, 2003, the Philippines entered into the Bali Concord II
agreement with the nine other countries of the Association of South-East Asian
Nations ("ASEAN") to improve cooperation on security and social issues. The
ASEAN member nations plan, pursuant to the agreement, to establish a free trade
zone, the ASEAN Economic Community, by 2020.



  SUSPENSION OF BANGKO SENTRAL GOVERNOR



     On August 14, 2003, the Philippine Court of Appeals issued an order
suspending Bangko Sentral Governor Rafael Buenaventura and four other central
bank officials for one year. The court, reversing an earlier finding of the
Office of the Ombudsman (the office mandated under the Constitution of the
Republic to investigate and prosecute all complaints of corruption against
public officials and government employees), found Mr. Buenaventura
"administratively liable of gross neglect of duty" for not performing an
adequate investigation in connection with the closure of a commercial bank in
2000. Mr. Buenaventura and the other suspended officials have filed motions for
reconsideration with the Court of Appeals. This motion for reconsideration
remains pending. The suspensions have not yet taken effect, and the Supreme
Court has dismissed criminal charges against Mr. Buenaventura and other BSP
officials in connection with the 2000 bank closure. The Government does not
expect the suspensions to affect the operations of Bangko Sentral.


                                        14


  RENEWED CLOSE TIES BETWEEN THE REPUBLIC AND THE UNITED STATES


     In May 2003, President Arroyo visited the United States and received
pledges of aid to finance anti-terrorism measures and economic development in
Mindanao. During the visit, US President George W. Bush, in recognition of the
Republic's support of the US-led war on terrorism, designated the Republic a
"major non-NATO ally," which will allow the Republic increased access to US
military research and supplies. Commitments made by the Bush administration
during President Arroyo's visit include:


     - $30 million in counter-terrorism equipment and training;

     - $30 million in development assistance for Mindanao;

     - $25 million to train and equip an anti-terrorism combat engineering unit;

     - US military support for Philippine military operations against the Abu
       Sayyaf guerrilla group;

     - initiatives to help reduce transaction fees on remittances from overseas
       Filipinos; and

     - trade preferences on certain Philippine agricultural products.


     INTERNAL CONFLICT WITH REBEL GROUPS.  Over the past three decades, rebel
groups in the Republic have periodically fought with Government forces. Armed
conflict has continued between the Government and various rebel groups, mainly
communist rebels and Muslim separatists.


  Abu Sayyaf and Moro Islamic Liberation Front


     Since March 2003, a series of bombings and raids in the southern region of
Mindanao have killed almost 100 civilians. In response the Armed Forces of the
Philippines ("AFP") launched sustained military offensives against the Moro
Islamic Liberation Front ("MILF") and the Abu Sayyaf guerrilla group, both of
which the Government holds responsible for the recent attacks. Leaders of the
MILF, the largest Muslim separatist group in the Philippines, condemned the
recent attacks and denied that they target civilians.


     The United States has sent troops and military advisers to help the AFP
defeat the Abu Sayyaf. In July 2002, the United States and the Republic entered
into a sustained military cooperation agreement. Pursuant to the agreement, in
February 2004, approximately 2,300 Filipino soldiers trained with approximately
4,600 U.S. soldiers as part of an annual training exercise to counter external
threats and terrorism. According to the AFP, 5,000 Government soldiers are
currently in pursuit of the Abu Sayyaf, and heavy fighting between the AFP and
the Abu Sayyaf has continued in Mindanao. According to military officials, fewer
than 500 Abu Sayyaf guerrillas remain in Mindanao.


     In early 2003, fierce fighting resumed between the MILF and the AFP.
Clashes, concentrated near a MILF stronghold in southern Mindanao known as the
Buliok complex, forced an estimated 40,000 to 80,000 civilians to evacuate their
homes. The Philippine National Police believe that the MILF has ties to the
Indonesian group Jemaah Islamiah, which is widely believed to be responsible for
the terrorist bomb attack in Bali, Indonesia in October 2002 and the hotel
bombing in Jakarta, Indonesia in August 2003 (see "Terrorist Attacks in the
United States and Related Events") and also to be linked to the al-Qaeda
terrorist organization. MILF leaders have denied that the group is responsible
for recent terrorist bombings in the Philippines and have denied any link to
Jemaah Islamiah or al-Qaeda. The United States and the United Kingdom have
issued advisories against travel to Mindanao, where rebel groups are most
active.



     Formal peace negotiations between the Government and the MILF have been
suspended since 2001. However, on July 17, 2003, the Government and the MILF
declared an indefinite bilateral cease-fire. The cease-fire remains in effect.
To facilitate the peace process, the Government also suspended arrest warrants
on several MILF leaders suspected of involvement in recent terrorist attacks in
Mindanao. Peace negotiations between the Government and the MILF are scheduled
to resume near the end of April 2004. On March 25, 2004 an advanced survey party
of a Malaysian-led international monitoring team arrived in the southern
Philippines to inspect MILF rebel camps before the upcoming peace negotiations.
The United States has pledged diplomatic and financial support for the peace
negotiations.


                                        15


  Communists and Affiliated Groups


     In 2002, the United States and the European Union placed the Communist
Party of the Philippines (the "CPP") and the CPP's armed affiliate, the New
People's Army (the "NPA"), on their lists of "foreign terrorist organizations."
As a result, the United States and European governments have frozen financial
accounts linked to these groups and restricted travel of CPP and NPA members in
the United States and the European Union. In response to several recent bombings
and kidnappings attributed to the CPP, the AFP has initiated a military
offensive to end the insurgency. In January 2004, guerillas of the NPA attacked
a power plant outside of Manila and made assassination attempts on two
politicians in Mindanao. However, from February 1 through February 14, 2004,
four days of formal peace talks were held in Oslo, Norway, between the Arroyo
administration and the National Democratic Front ("NDF"), a political
organization closely aligned with the CPP and NPA, with the two sides agreeing
to form a joint monitoring committee to oversee implementation of a
comprehensive agreement. Another round of peace negotiations between the
Government and the NDF was held from March 30, 2004 to April 3, 2004 and
facilitated by the government of Norway. The next round of peace negotiations is
scheduled to begin on April 26, 2004 in Oslo.


     According to the AFP, the number of NPA guerrillas has decreased from 9,200
in 2003 to 8,800 in 2004; however, according to the AFP, the NPA has continued
to procure firearms and gain influence in the Philippine countryside.

  SEVERE ACUTE RESPIRATORY SYNDROME


     In early 2003, the outbreak of Severe Acute Respiratory Syndrome ("SARS")
seriously disrupted several Asian economies and impeded global travel and trade.
The disease spread from China to more than 25 countries around the world; at
least 8,400 people were infected and more than 900 of them died. Hong Kong,
China, Taiwan, and Singapore were especially hard hit by the disease. There were
14 cases of SARS reported in the Philippines, two of them fatal.



     The effect of SARS on the Republic's economic growth was minimal in the
first quarter of 2003; however, SARS adversely affected the Republic's GDP and
GNP growth in the second quarter of 2003 because of decreased tourism,
transportation, and food manufactures caused by fears of the spread of the SARS
virus. It is impossible to predict whether another outbreak might occur and what
the long-term effect of SARS on Philippine public health or on the Philippine
economy might be.



  RECENT ECONOMIC INDICATORS



     The following table sets out the performance of certain of the Republic's
principal economic indicators for the specified periods.



<Table>
<Caption>
                                                                2001     2002     2003
                                                                -----    -----    ----
                                                                         
GDP growth (%)..............................................      3.0(1)   4.4(1)  4.5
GNP growth (%)..............................................      3.5(1)   4.5(1)  5.5
Inflation rate (%)..........................................      6.1      3.1     3.1
Unemployment rate (%).......................................     11.1(2)  11.4(2) 11.4(2)
91-day T-bill rate (%)......................................      9.9      5.4     6.0
External position
  Balance of payments ($ million)...........................     (192)     663    (111)
  Trade-in-goods balance/GNP (%)............................     (1.0)     0.5    (1.4)
     Export growth (%)......................................    (16.2)    10.1     1.4
     Import growth (%)......................................     (4.5)     6.2     6.3
  External debt ($ billion)(3)(4)...........................     51.9     53.6    57.4
</Table>


                                        16



<Table>
<Caption>
                                                                2001     2002     2003
                                                                -----    -----    ----
                                                                         
  International reserves
     Gross ($ billion)(4)...................................     15.7     16.2    16.9
     Net ($ billion)(4).....................................     11.4     12.8    13.9
     Months of retained imports(4)(5).......................      4.6      4.7     4.7
Domestic credit growth (%)..................................      0.9      4.8     4.8
</Table>


- ---------------


(1) GDP and GNP growth figures for 2001 and 2002 have recently been revised. See
    "GDP and Major Financial Indicators -- Periodic Revisions to Philippine
    National Accounts" in the accompanying prospectus.



(2) Average of the January, April, July and October applicable statistics based
    on the January, April, July and October labor force surveys for the relevant
    year.



(3) Includes Bangko Sentral obligations, public sector debt whether or not
    guaranteed by the Government and private sector debt registered and approved
    by Bangko Sentral. Does not include intercompany accounts of Philippine
    branches of foreign banks, private sector debt not registered with Bangko
    Sentral or private sector obligations under capital lease arrangements.
    Figures have been revised beginning 1990 to reflect the change in treatment
    of offshore banking units from non-resident to resident entities, pursuant
    to the fifth edition of the IMF Balance of Payments Manual ("BPM5").



(4) As of December 31 of the relevant year.



(5) Number of months of average imports of merchandise goods and payments of
    services and income that can be financed by gross reserves.



PHILIPPINE ECONOMY


     OVERVIEW.  Like many developing countries after World War II, the
Philippines protected local industry from foreign competition through measures
such as import tariffs and quotas, hoping to replace imported finished goods
with domestically produced goods over time. Successive governments also
intervened in the country's economic affairs by imposing quantitative trade
barriers, price controls and subsidies. Initially, the economy grew rapidly,
with real GNP growing at an average rate of 5.8% per annum from 1970 to 1980,
largely due to increased exports and Government investments. Infrastructure
spending increased, and state ownership of commercial enterprises became
prevalent. By the early 1980s, however, the country faced increasing budget
deficits, growing levels of foreign and domestic borrowing, rising inflation,
climbing interest rates, a depreciating peso, declining investment capital, and
slowing economic growth or, at times, a contraction in GDP. The country's
unstable political situation during that period, highlighted by the
assassination of opposition leader Benigno Aquino in 1983, exacerbated its
economic problems.

     The general optimism brought about by the peaceful removal of the unpopular
Marcos administration in 1986 helped economic recovery. Real GNP grew by 3.6% in
1986, increasing to 7.2% in 1988 before decelerating to 0.5% in 1991. The
deceleration was caused principally by underlying macroeconomic imbalances,
compounded by supply bottlenecks, natural disasters, political instability, the
global recession and the Persian Gulf crisis.

     The government of President Corazon Aquino, who came to power in 1986,
embarked on a stabilization program aimed at preventing an upsurge in inflation,
controlling the fiscal deficit and improving the external current account
position. The economy responded favorably to these measures, posting increases
in real GNP, investments, private consumption and imports in 1992. The Aquino
administration also recognized that the country's economic difficulties in large
part resulted from its protectionist policies. The Aquino administration,
therefore, initiated reforms to open the economy to market forces and reduce the
size and role of the government in the Philippine economy. The government of
President Fidel Ramos, who assumed office in 1992, accelerated the reform
efforts initiated by the Aquino administration.

     Following a review of a number of the policies and programs initiated by
previous administrations, the Estrada administration continued many of the
financial policies and market-oriented reforms of the Aquino and Ramos
administrations.

     After the onset of the Asian economic crisis in mid-1997, the Philippines
experienced economic turmoil characterized by currency depreciation, a decline
in the performance of the banking sector, interest rate

                                        17



volatility, a significant decline in share prices on the local stock market and
a reduction of foreign currency reserves. These factors led to a slowdown in the
Philippine economy in 1997 and 1998. In response, the government adopted a
number of policies to address the effects of the Asian economic crisis by
strengthening the country's economic fundamentals. In 1999 and 2000, a number of
the Philippines' economic indicators showed more favorable results, though the
pace of economic growth slowed again in 2001.



     NATIONAL SOCIO-ECONOMIC SUMMIT OF 2001.  In December 2001, President Arroyo
convened the National Socio-Economic Summit of 2001, which included more than
1,000 leaders of government, business, labor organizations and civil society.
The policy initiatives of the summit included more than 30 specific action items
in the following areas: peace, order and security; financial and fiscal reforms;
agriculture; trade and industry; tourism-related industries; telecommunications
and information technology; labor and employment; infrastructure; housing; and
health and other social services. In a speech before Congress on January 14,
2003, President Arroyo called for Congress to accelerate passage of several of
these measures.



     The Government has implemented a number of the specific measures
recommended by the National Socio-Economic Summit of 2001, including:



     - Rationalizing the documentary stamp tax;



     - Implementing the Special Purpose Vehicle Act (see "The Philippine
       Financial System -- Structure of the Financial System");



     - Creating job corps programs and employment facilitation services;



     - Encouraging micro-business enterprises;



     - Increasing access to lower-priced medicines;



     - Implementing anti-smuggling measures and more closely monitoring trading
       warehouses;



     - Monitoring local government compliance with withholding tax legislation;



     - Intensifying tourism campaigns and liberalizing civil aviation
       regulations;



     - Streamlining housing permits and environmental compliance certificates;



     - Expanding housing assistance programs for overseas Filipino workers;



     - Expanding the National Health Insurance Program; and



     - Passing legislation to combat domestic violence and trafficking of women.



     A monitoring body composed of presidential advisers and assistants
continues to provide quarterly status reports on the specific initiatives
proposed pursuant to the National Socio-Economic Summit of 2001.



     ARROYO ADMINISTRATION ECONOMIC POLICY.  In January 2003, President Arroyo
announced that her administration would focus on the provisions of the
Medium-Term Philippine Development Plan, originally set out in the National
Socio-Economic Summit of 2001. In particular, President Arroyo urged Congress to
quickly approve the remaining financial and fiscal reforms recommended in the
National Socio-Economic Summit of 2001, as well as the absentee voting bill to
allow overseas Filipinos to vote in national elections and the dual citizenship
bill to grant dual citizenship to Filipinos abroad to encourage them to invest
in the Philippines.


     PRIVATIZATION.  The Government has privatized a number of Government
corporations. The country's privatization program has broadened the ownership
base of Government assets and developed the domestic capital markets.

     Before 2001, the Committee on Privatization, an executive office under the
office of the President chaired by the Secretary of Finance, oversaw the
Government's privatization program. The Committee was responsible for
formulating privatization policies and guidelines, identifying disposable
assets, monitoring progress and approving the price for and the buyers of the
assets. The marketing of assets was handled by disposition entities, including
the Asset Privatization Trust, the Presidential Commission on Good Govern-
                                        18


ment and the National Development Company. The division of responsibilities
between the Committee on Privatization and the disposition entities served as a
check and balance mechanism and enhanced transparency.

     The terms of the Committee on Privatization and the Asset Privatization
Trust expired on December 31, 2000. Since January 1, 2001, the Privatization
Council has been responsible for the privatization of the remaining Government
corporations scheduled to be privatized. The Privatization Council, a
policy-making body, is chaired by the Secretary of Finance and includes
representatives from the Department of Tourism, the Department of Trade and
Industry, the Department of Budget and Management, the Department of Justice,
the National Economic and Development Authority, the National Treasury and the
Presidential Commission on Good Government. Along with the Privatization
Council, there are two new disposition entities, the Land Bank of the
Philippines, which is responsible for the disposition of the financial assets
previously held by the Asset Privatization Trust, and the Privatization and
Management Office, which is responsible for the disposition of physical assets.
All disposition entities must submit their privatization plans to the
Privatization Council for its review and approval and file a report containing
the results of each privatization transaction.

     The following table summarizes the Government's principal privatizations to
date:

<Table>
<Caption>
                                                                          GOVERNMENT       GROSS
                                                                          OWNERSHIP    PRIVATIZATION
                                                        YEAR OF SALE      AFTER SALE    PROCEEDS(1)
                                                      -----------------   ----------   -------------
                                                                                (IN BILLIONS)
                                                                              
International Corporate Bank........................         1987; 1993       0.0%         P 2.2
Union Bank of the Philippines.......................   1988; 1991; 1992      13.0            1.3
Philippine National Bank............................  1989; 1992; 1995;
                                                             1996; 2000      16.0(2)         6.5
Philippine Plaza Holdings...........................               1991       0.0            1.5
Manila Electric Company.............................   1991; 1994; 1997      30.0(3)        16.3
Philippine Airlines.................................               1992       1.0(2)        10.7
Petron Corporation..................................         1993; 1994      40.0           25.0
National Steel Corporation..........................         1994; 1997      12.5           17.1
Paper Industries Corporation of the Philippines.....               1994       8.0            2.4
Philippine Shipyard and Engineering Corporation.....               1994       9.0            2.1
Fort Bonifacio Development Corporation..............               1995      45.0           39.2
Metropolitan Waterworks and Sewerage System.........               1997        --(4)          --(4)
Philippine Associated Smelting and Refining Corp....               1999       4.3            3.3
Philippine Phosphate Fertilizer Corporation.........               2000       0.0            3.1
</Table>

- ---------------

Source: Privatization Council.

(1) Net remittances to the Government upon the privatization of its assets are,
    in certain circumstances, less than the gross proceeds from the sale of such
    assets, based on agreements between the Government and the privatized
    entities.

(2) Government's ownership was diluted in 2001 by a pre-emptive rights offering.

(3) Government ownership includes ownership by agencies and Government financial
    institutions.

(4) The privatization of Metropolitan Waterworks and Sewerage System involved
    awarding two 25-year concessions to rehabilitate, expand and operate the
    system. Over the term of the concessions, the concessionaires are required
    to make improvements in water services, sewerage services, and
    interconnection facilities, and to pay concession fees to the Metropolitan
    Waterworks and Sewerage System. The estimated cost of the required
    improvements is $7.0 billion, which is expected to be incurred over the
    25-year concession period.


     As of May 31, 2002, 26 Government corporations, 144 assets handled by the
Privatization and Management Office and certain personal property assets held by
the Presidential Commission on Good Government were scheduled for privatization.
With the initial privatization phase approximately 80% complete, the Government
plans to focus on selling its remaining shares in Manila Electric Company
("Meralco"), fully privatizing the Philippine National Bank, privatizing the
Philippine National Construction Corporation, disposing of certain assets held
by the Presidential Commission on Good Government and selling


                                        19


the International School of Manila property. The current economic slowdown,
however, may, in the near term, affect investors' propensity to invest, or the
prices that they are willing to pay for the Government's assets, which would
thereby reduce the proceeds received from any privatized assets. In the medium
term, the Government plans to privatize the National Power Corporation, PNOC
Energy Development Corporation, the International Broadcasting Corporation, Food
Terminal Inc. and the Philippine Postal Corp. In the long term, the Government
intends to establish public-private partnerships to provide social services,
especially in the health, education and pension sectors, and also intends to
prioritize selected Government corporations. The Government has also encouraged
"build-operate-transfer" arrangements and other initiatives to enable the
private sector to meet more of the infrastructure needs, especially in the
power, water, transportation and telecommunications sectors.


     In 2003, remittances to the National Treasury from privatizations amounted
to P570 million.


     Restructuring of the Electric Power Industry and the Privatization of
National Power Corporation.  On June 8, 2001, the Electric Power Industry Reform
Act of 2001 (the "EPIRA" or the "Act") was signed into law by President Gloria
Macapagal-Arroyo. The Act became effective on June 26, 2001. The EPIRA provides
a legal framework for the restructuring of the electric power industry and for
the privatization of NPC. On February 27, 2002, pursuant to the EPIRA, the Joint
Congressional Power Commission (the "JCPC") approved the implementing rules and
regulations (the "IRRs") which now govern the restructuring of the electric
power industry and the privatization of NPC. The privatization of NPC will occur
following (i) the restructuring of the electric power industry's various
sectors, (ii) the creation of a new regulatory framework for the electric power
industry, (iii) the establishment of certain transition mechanisms to minimize
economic dislocation, and (iv) the establishment of various open market devices
to promote free and fair competition.

     The EPIRA mandates that the power industry be restructured to comprise four
sectors -- generation, transmission, distribution and supply. Under the EPIRA,
the Energy Regulatory Commission ("ERC") is the primary governmental agency
responsible for overseeing the power industry, and the Department of Energy
("DOE") and JCPC perform supervisory roles. To allow the industry to adjust to a
market-oriented setting, and to help mitigate adverse economic consequences of
the restructuring, the EPIRA contains transition mechanisms dealing with, among
other issues, supply contracts, independent power producer ("IPP") contracts,
and "stranded costs" that NPC will not be able to dispose of in the
privatization.


     To reorganize NPC's assets and liabilities, two disposition entities have
been created pursuant to the EPIRA:


     - the Power Sector Assets and Liabilities Management Corporation ("PSALM"),
       which will take ownership of all of NPC's existing generation assets,
       liabilities, real estate, and other disposable assets, as well as certain
       IPP contracts; and

     - the National Transmission Corporation ("Transco"), an entity wholly owned
       by PSALM, which will assume NPC's electricity transmission assets.


     NPC's generation assets will be privatized by PSALM through an open and
transparent public bidding process, which began in 2003 with respect to certain
generation assets. PSALM will also coordinate the privatization of NPC's
transmission assets through concession contracts, while NPC's sub-transmission
assets will be operated and maintained by Transco until their sale to qualified
distribution utilities. NPC will continue to operate the generation assets after
they are transferred to PSALM, pursuant to an operations and maintenance
agreement, until they are sold. NPC is still negotiating the operations and
maintenance agreement with PSALM.


     Issues Relating to the Purchased Power Adjustment and the Universal
Charge.  The Purchased Power Cost Adjustment ("PPCA"), an automatic cost
adjustment mechanism, historically allowed NPC to pass on increased costs
associated with its US dollar obligations under its contracts with IPPs.
President Arroyo, by presidential directive, reduced the current average PPCA
charge from P1.25 per kWh to P0.40 per kWh, effective May 8, 2002. The ERC,
through an order issued on September 6, 2002, affirmed the presidential
directive. Since late September 2002, NPC has deferred recovery of the PPCA
charge, in connection with the unbundling of its transmission and generation
rates. In addition, the PPCA has been replaced by the
                                        20



Generation Rate Adjustment Mechanism ("GRAM"). In May 2003, the ERC set revised
generation rates under the GRAM which were, overall, lower than the rates NPC
had requested. In response to a second filing by NPC under the GRAM, in January
2004 the ERC set revised rates under the GRAM that were, on average, lower than
the rates previously approved by the ERC. NPC estimates that implementation of
the revised rates as approved by the ERC, compared to implementation of the rate
NPC requested, reduced NPC's revenues from energy sales by P720 million for the
year ending December 31, 2003. NPC expects that the current rates under the
GRAM, if not subsequently revised by the ERC, will continue to impair NPC's
future operating revenues.



     In January 2004, Transco signed a deed of conditional sale for power lines
with a total length of 12.2 circuit-kilometers and price of P12.6 million. The
sale will be completed once the ERC approves the transaction.


     Under the EPIRA, a "Universal Charge" is to replace the existing rate
adjustments. The Universal Change, which will not be limited to NPC's customers,
is intended to pay for NPC's remaining debt and contract obligations that will
not be liquidated by proceeds from NPC's privatization. While the Arroyo
administration has announced that the Universal Charge needs to be implemented
as a matter of policy, various members of Congress and of the public continue to
oppose the imposition of any Universal Charge. If the Universal Charge is
significantly lower than the expected P0.40 per kWh, or if it is eliminated,
NPC's financial condition will continue to deteriorate and NPC will need to
obtain additional financing to continue operations.


     Other Rate Reductions Affecting NPC's Revenues.  In addition to the
reduction of the PPCA from P1.25 per kWh to P0.40 per kWh mandated by the
President in May 2002 and affirmed by the ERC in September 2002, the following
reductions in NPC's basic electricity rates have been imposed:


     - The EPIRA.  The EPIRA mandated an overall rate decrease of P0.30 per kWh
       in June 2001.


     - ERC Orders.  In late September 2002, NPC's transmission and generation
       rates were unbundled. In connection with this unbundling, the ERC further
       lowered NPC's generation rates in September 2002. In April 2003, NPC
       filed an application with the ERC to recover fuel and purchased power
       costs under the GRAM. However, the generation rates the ERC set in May
       2003 and January 2004, in response to NPC's applications, are lower than
       the rates NPC had requested.



     For the year ended December 31, 2002, NPC received approximately P3.1
billion in cash advances from the Government to finance its debt service
requirements. In 2003, NPC obtained approximately $1.9 billion from the
Government to cover its total cash flow deficit for 2003. NPC has not yet repaid
these amounts to the Government. In addition, NPC anticipates that it will need
approximately $1.8 billion in additional external financing to cover its cash
flow deficit for 2004, of which $1.5 billion is expected to be provided by bond
issuances and the Government and $300 million through export credits under
bilateral assistance arrangements. The remainder of NPC's capital expenditures
will be financed through internal cash generation and continued privatization of
NPC assets. There is no assurance that NPC will be able to raise the funds
needed to meet all of its obligations. To the extent that NPC cannot raise such
funds, it will be necessary for the Government to provide NPC with the
sufficient capital to meet its obligations. The Government will have to borrow
such capital or use its international reserves for these purposes.


GDP AND MAJOR FINANCIAL INDICATORS

     GROSS DOMESTIC PRODUCT.  Gross domestic product, or GDP, measures the
market value of all final goods and services produced within a country during a
given period and is indicative of whether the country's productive output rises
or falls over time. By comparison, gross national product, or GNP, measures the
market value of all final goods and services produced by a country's citizens
during a given period, whether or not the production occurred within the
country.

     Economists show GDP and GNP in both current and constant market prices. GDP
and GNP at current market prices values a country's output using the actual
prices of each year, whereas GDP and GNP at constant market prices (also
referred to as "real" GDP and GNP) values output using the prices from a base
                                        21


year, thereby eliminating the distorting effects of inflation. Growth figures
for GDP and GNP in this prospectus are year-on-year comparisons of real GDP and
real GNP, respectively.


     RECENT RESULTS.  In 2003, GDP grew by 4.5%, compared to growth of 4.4% in
2002 and GNP grew by 5.5%, compared to growth of 4.4% in 2002. Robust consumer
spending, low interest rates, and modest inflation contributed to the growth.



     The services sector grew 5.9% in 2003, compared to 5.4% in 2002. The
fastest growing subsector was transportation, communication and storage, which
grew 8.6% in 2003, slightly slower than 8.9% in 2002. The finance subsector grew
6.9% in 2003, a substantial acceleration from the 3.4% growth in 2002, due to
robust income growth of banks, insurance firms, and other financial firms. The
trade subsector grew 5.8% in 2003, the same growth rate as in 2002. The
dwellings and real estate subsector grew 3.8% in 2003, compared to 1.7% in 2002.
The private services subsector slowed to 5.3% in 2003 from 5.5% in 2002. Growth
in the government services subsector declined to 3.8% in 2003 from 4.7% in 2002.



     The industry sector recorded 3.0% growth in 2003, slower than the 3.7%
growth in 2002. The manufacturing subsector grew 4.2% in 2003, compared to 3.5%
in 2002. Growth in the mining and quarrying subsector slowed to 17.5% in 2003
from 51.0% in 2002, and growth in the electricity, gas and water subsector
slowed to 2.9% in 2003 from 4.3% in 2002. The construction subsector continued
to decline, contracting 5.9% in 2003 after a contraction of 3.3% in 2002.



     The agriculture, forestry and fishery sector grew 3.9% in 2003, faster than
the 3.3% growth recorded in 2002. This growth was due to higher production of
major crops, particularly sugarcane and corn, and growth in fishery and forestry
production. Growth in the agriculture and fishery subsector was 3.6% in 2003,
slightly less than the 3.7% growth in 2002, but the forestry sector expanded by
193.3% in 2003 following a 66.4% decline in 2002.



     Net factor income from abroad, which is a component of GNP (but not
included in GDP), grew 18.9% in 2003 compared to growth of 5.0% in 2002.
Compensation inflow increased by 6.9% as a result of the decline in the value of
the peso relative to the US dollar, and despite a decrease in the number of
overseas Filipino workers.


                                        22


     The following tables present the GDP of the Philippines by major sector at
both current and constant market prices.

                    GROSS DOMESTIC PRODUCT BY MAJOR SECTORS
                           (AT CURRENT MARKET PRICES)

<Table>
<Caption>
                                                                                         PERCENTAGE
                                                                                           OF GDP
                                                                                        -------------
                                   1999     2000(1)    2001(1)    2002(1)      2003     1999    2003
                                 --------   --------   --------   --------   --------   -----   -----
                                                  (IN BILLIONS, EXCEPT AS INDICATED)
                                                                           
Agriculture, fishery and
  forestry....................   P  510.5   P  528.9   P  548.7   P  592.1   P  632.0    17.2%   14.4%
                                 --------   --------   --------   --------   --------   -----   -----
Industry sector
  Mining and quarrying........       18.0       21.8       21.7       33.5       43.6     0.6     1.0
  Manufacturing...............      644.0      745.9      831.6      915.2      998.2    21.7    22.8
  Construction................      162.9      217.2      222.1      235.4      235.4     5.5     5.4
  Electricity, gas and
    water.....................       86.1       97.5      116.3      124.1      116.3     2.9     2.6
                                 --------   --------   --------   --------   --------   -----   -----
    Total.....................      911.1    1,082.4    1,191.7    1,308.2    1,409.6    30.6    32.3
Service sector
  Transportation,
    communications and
    storage...................      159.3      199.0      247.6      276.9      313.2     5.4     7.1
  Trade.......................      419.3      473.0      517.6      556.3      603.3    14.1    13.8
  Finance.....................      141.6      149.1      160.1      170.5      187.8     4.8     4.3
  Ownership of dwellings and
    real estate...............      208.9      220.9      236.7      252.9      269.6     7.0     6.1
  Private services............      335.4      381.6      433.7      484.9      539.2    11.3    12.3
  Government services.........      290.8      319.8      337.7      380.9      404.4     9.8     9.2
                                 --------   --------   --------   --------   --------   -----   -----
    Total.....................    1,555.3    1,743.4    1,933.2    2,122.3    2,317.5    52.3    53.1
                                 --------   --------   --------   --------   --------   -----   -----
Total GDP.....................   P2,976.9   P3,354.8   P3,673.7   P4,022.7    4,359.0   100.0%  100.0%
                                 ========   ========   ========   ========   ========   =====   =====
Total GNP.....................   P3,136.2   P3,566.1   P3,918.7   P4,290.2   P4,685.4
Total GDP (in billions of US
  dollars)(2).................   $   76.2   $   76.0   $   72.0   $   78.0   $   86.4
GDP per capita (in US
  dollars)(2).................   $  992.0   $  988.7   $  916.8   $  969.5   $ 1,050.0
</Table>

- ---------------

Source: National Statistical Coordination Board.

(1) The GDP figures for 2000, 2001 and 2002 have recently been revised. See
    "-- Periodic Revisions to Philippine National Accounts".

(2) Calculated using the average exchange rate for the period indicated. See
    "-- Monetary System -- Foreign Exchange System."

                                        23


                    GROSS DOMESTIC PRODUCT BY MAJOR SECTORS
                         (AT CONSTANT MARKET PRICES(1))

<Table>
<Caption>
                                                                                              PERCENTAGE
                                                                                                OF GDP
                                                                                           ----------------
                                       1999    2000(2)    2001(2)    2002(2)      2003       1999     2003
                                      ------   --------   --------   --------   --------   --------   -----
                                              (IN BILLIONS, EXCEPT AS INDICATED)
                                                                                 
Agriculture, fishery and forestry...  P184.5   P  190.6   P  199.6   P  206.2   P  214.3       20.1%   19.6%
                                      ------   --------   --------   --------   --------   --------   -----
Industry sector
  Mining and quarrying..............     9.7       10.7       10.1       15.3       18.0        1.1     1.6
  Manufacturing.....................   224.7      237.3      244.1      252.6      263.2       29.5    24.0
  Construction......................    51.0       51.7       61.2       59.2       55.7        5.6     5.0
  Electricity, gas and water........    31.3       32.6       32.8       34.2       35.2        3.4     3.2
                                      ------   --------   --------   --------   --------   --------   -----
    Total...........................   316.7      332.3      348.2      361.2      372.0       39.5    34.0
Service sector
  Transportation, communications and
    storage.........................    61.7       68.2       74.2       80.8       87.7        6.7     8.0
  Trade.............................   145.4      152.9      161.5      170.8      180.8       15.8    16.5
  Finance...........................    46.3       46.7       47.3       48.9       52.3        5.0     4.7
  Ownership of dwellings and real
    estate..........................    48.4       48.3       48.1       48.9       50.8        5.3     4.6
  Private services..................    67.6       70.9       74.0       78.0       82.2        7.4     7.5
  Government services...............    47.7       48.5       48.9       51.2       53.1        5.2     4.8
                                      ------   --------   --------   --------   --------   --------   -----
    Total...........................   417.0      435.5      454.0      478.7      500.9       45.4    46.3
                                      ------   --------   --------   --------   --------   --------   -----
Total GDP...........................  P918.2   P  958.4   P1,001.7   P1,046.1   P1,093.3      100.0%  100.0%
                                      ======   ========   ========   ========   ========   ========   =====
Total GNP...........................  P969.3   P1,016.1   P1,073.1   P1,121.0   P1,182.4
Yearly growth in GDP................     3.4%       4.4%       3.0%       4.4%       4.5%
Yearly growth in GNP................     3.7%       4.8%       3.5%       4.5%       5.5%
</Table>

- ---------------

Source: Economic and Social Statistics Office; National Statistical Coordination
Board.

(1) Based on constant 1985 prices.

(2) The GDP figures for 2000, 2001 and 2002 have recently been revised. See
    "-- Periodic Revisions to Philippine National Accounts".

     The following table shows the percentage distribution of the country's GDP
at constant 1985 prices.

             DISTRIBUTION OF GROSS DOMESTIC PRODUCT BY EXPENDITURE
                         (AT CONSTANT MARKET PRICES(1))

<Table>
<Caption>
                                                         1999    2000    2001    2002    2003
                                                         -----   -----   -----   -----   -----
                                                                          
Personal consumption...................................   79.1%   78.5%   77.8%   77.5%   77.9%
Government consumption.................................    8.2     8.3     7.5     7.4     6.9
Capital formation
  Fixed capital........................................   21.8    21.5    23.1    22.6    21.8
  Changes in stocks....................................   (0.8)   (0.3)    1.3    (0.1)    0.1
                                                         -----   -----   -----   -----   -----
     Total capital formation...........................   21.0    21.2    24.4    22.5    21.9
Exports of goods and services                             41.5    46.8    43.0    42.6    42.1
Imports of goods and services..........................  (51.3)  (51.1)  (50.7)  (50.9)  (53.7)
Statistical discrepancy................................    1.5    (3.7)   (1.9)    0.9     4.2
                                                         -----   -----   -----   -----   -----
Total..................................................  100.0%  100.0%  100.0%  100.0%  100.0%
                                                         =====   =====   =====   =====   =====
</Table>

- ---------------

Source: Economic and Social Statistics Office; National Statistical Coordination
Board.

(1) Based on constant 1985 prices.

                                        24


     Periodic Revisions to Philippine National Accounts.  The National
Statistical Coordination Board ("NSCB") releases quarterly data on the
Republic's national accounts, which include GDP and GNP. Under NSCB policy, GDP
and GNP data for a particular quarter are revised the following quarter, and
thereafter in May of each year. Quarterly GDP and GNP estimates are considered
"final" after three years. However, NSCB may still revise the "final" estimates
whenever NSCB undertakes an overall revision of the national accounts. The most
recent overall revision was completed in 1990, and the next overall revision is
scheduled for 2004.


     Revisions in the Republic's national accounts are normally due to the
availability of new or more complete data, receipt of revised data from original
sources, and inclusion or exclusion of emerging or closed industries. During the
years 1997-2002, the averages of the revisions to the NSCB's quarterly growth
rates for GDP and GNP have been -0.03% and -0.18%, respectively. The NSCB has
traditionally followed the 1968 United Nations System of National Accounts
("UNSNA"), and it is currently in the process of incorporating certain
recommendations of the 1993 UNSNA.


     In May 2003, the NSCB revised GDP and GNP figures for 2000, 2001, and 2002.
The May 2003 revisions reflected the ongoing implementation of the 1993 UNSNA,
as well as revisions in the following source data:

     - balance of payments and merchandise imports;

     - forestry production;

     - agricultural production;

     - mineral production;

     - construction; and

     - deployment of overseas foreign workers.

     The May 2003 revisions resulted in a slight decrease in the growth rates
previously reported for the years 2001 and 2002. However, because the Republic's
national accounts for the year 1999 and earlier have not been recently revised,
the growth rates for 2000 were not revised in May 2003. The growth rates for
2000 may not, therefore, be comparable in all respects to those for 2001 and
2002.


     To ensure the accuracy of the GDP and GNP growth rates for 2000 and
earlier, the NSCB plans to recalculate the national accounts for years prior to
2000 in a manner consistent with the May 2003 revisions to the national accounts
of 2000, 2001, and 2002. The process of revising the data for earlier years will
be carried out in conjunction with the overall revision in the national accounts
scheduled for 2004. Therefore, GDP and GNP estimates that are currently
considered "final" may be subject to further material change.


PRINCIPAL SECTORS OF THE ECONOMY

 AGRICULTURE, FISHERY AND FORESTRY

     Agriculture.  The country's principal agricultural products include
cereals, such as rice and corn, both of which are cultivated primarily for
domestic use, and crops, such as coconuts, sugar cane and bananas, produced for
both the domestic market and export. The Philippines' diverse agricultural
system contains many coconut plantations farmed by agricultural tenants and
workers, sugar haciendas farmed either under labor administration or by tenants,
and large "agro-business" plantations devoted mainly to non-traditional export
crops such as bananas and pineapples. Rice, corn and coconuts each account for
approximately one-quarter of the country's cultivated area. The country
occasionally needs to import rice and corn.

     Fishery.  The Philippines' fishing industry contributes significantly to
the country's foreign exchange earnings. Pollution of coastal waters as a result
of population growth, mining activities and wasteful fishing methods have
damaged the marine and inland resources in some areas in recent years, leading
to decreases in production.

                                        25


     Forestry.  The country's forests, one of the Philippines' main natural
resources, contain a large quantity of hardwood trees. Over the years population
growth, shifting cultivation, illegal logging and inadequate reforestation
depleted the forests, leading to a Government-imposed total ban on logging
activity in virgin forests and the subsequent continuing decline of the forestry
subsector.


     Recent Results.  The agriculture, fishery and forestry sector grew by 3.6%
in 2003 compared to growth of 3.3% in 2002 at constant market prices. The
agriculture subsector grew by 2.7% in 2003 compared to growth of 3.0% in 2002,
with the adverse effects of a typhoon in the third quarter of 2003 offsetting
increased yields for corn. The fishery subsector grew 7.4% in 2003 compared to
growth of 6.4% in 2002 at constant market prices, mainly due to improved
aquaculture technologies as well as higher output from commercial and municipal
fisheries. The forestry subsector grew by 196.4% in 2003, following a 66.4%
contraction in 2002, due to renewed harvests from a major paper plantation.


 INDUSTRY SECTOR


     The industry sector comprises, in order of importance: manufacturing;
construction; electricity, gas and water; and mining and quarrying. The sector
contributed approximately 39.5% of GDP in 1999 and 34.0% in 2003, at constant
market prices. The sector grew by 3.0% in 2003 compared to 3.7% in 2002 with
accelerated growth in manufacturing offset by a contraction in the construction
sector and decelerated growth in the mining and quarrying and electricity, gas
and water subsectors.


     Manufacturing.  The country's manufacturing subsector comprises three major
industry groups:

     - consumer goods, including the food, footwear and garment industries;

     - intermediate goods, including the petroleum, chemical and chemical
product industries; and

     - capital goods, including the electrical machinery and electronics
       industries.

                                        26


     The following table presents, at constant market prices, the gross value
added, which equals the value of sales minus the cost of raw material and
service inputs, for the manufacturing sector by industry or industry group.

              GROSS VALUE ADDED IN MANUFACTURING BY INDUSTRY GROUP
                         (AT CONSTANT MARKET PRICES(1))

<Table>
<Caption>
INDUSTRY/INDUSTRY GROUP                    1998       1999       2000       2001       2002
- -----------------------                  --------   --------   --------   --------   --------
                                                            (IN MILLIONS)
                                                                      
Food manufactures......................  P 78,744   P 83,049   P 84,590   P 88,227   P 94,623
Beverage industries....................     9,003      8,896      9,175      8,820      8,740
Tobacco manufactures...................     5,538      5,681      5,886      6,133      6,639
Textile manufactures...................     5,085      4,660      4,128      3,778      4,201
Footwear/wearing apparel...............    12,699     10,801     12,327     12,801     13,688
Wood and cork products.................     2,769      2,451      2,220      2,060      2,016
Furniture and fixtures.................     2,881      2,852      3,172      3,232      2,994
Paper and paper products...............     2,132      2,033      2,627      2,258      2,040
Publishing and printing................     3,093      3,055      2,964      2,967      3,154
Leather and leather products...........       224        222        229        254        266
Rubber products........................     1,849      2,065      2,115      1,743      1,652
Chemical and chemical products.........    14,169     13,868     13,523     14,648     14,295
Petroleum and coal products............    37,472     37,137     39,896     38,929     34,131
Non-metallic mineral products..........     6,614      5,834      5,625      5,215      5,721
Basic metal industries.................     4,745      4,206      3,600      3,851      3,803
Metal industries.......................     4,231      4,272      4,645      5,257      6,268
Machinery (except electrical)..........     3,540      3,555      4,219      5,326      4,346
Electrical machinery...................    19,284     22,277     27,678     29,009     34,499
Transport equipment....................     1,810      1,984      2,125      2,325      2,421
Miscellaneous manufactures.............     5,269      5,769      6,527      7,249      7,056
                                         --------   --------   --------   --------   --------
Gross value added in manufacturing.....  P221,151   P224,667   P237,271   P244,082   P252,553
                                         ========   ========   ========   ========   ========
</Table>

- ---------------

Source: Economic and Social Statistics Office; National Statistical Coordination
Board.

(1) Based on constant 1985 prices.

     From 1998 through the first quarter of 1999, weak demand and high operating
costs forced a number of businesses to close or cut back operations.
Import-dependent industries, including transport equipment and rubber, chemical,
petroleum and coal products, experienced declining output. Export-related
industries, however, including furniture and fixtures, electrical machinery and
leather products, grew, as did food manufactures.

     In 1999, the manufacturing subsector reversed its 1.1% contraction in 1998
to a growth of 1.6%. The sector recorded positive growth for the last three
quarters of 1999. The major gainers for the sector included electrical
machinery, which registered a growth of 15.5%, and transport equipment, which
registered a growth of 9.6%. The decliners in the subsector were led by
footwear/ wearing apparel, which recorded a 14.9% contraction.

     The manufacturing subsector grew by only 2.9% in 2001, compared to 5.6%
growth in 2000. This reduction was caused primarily by lower growth in the
manufacture of apparel, furniture and electrical machinery and by contraction in
the manufacture of beverages, paper products, rubber products, petroleum and
coal products, and non-metallic mineral products. Gains in growth in the
manufacture of food, tobacco, leather products, nonelectrical machinery,
chemical products and basic metal products contributed positively

                                        27


to the manufacturing subsector, although they were unable to fully offset the
declines in the subsector as a whole.

     In 2002, the annual growth rate of the manufacturing subsector was 3.5%, up
from 2.9% for 2001. The growth in manufacturing was due mainly to growth in the
manufacture of electrical machinery, leather products and footwear and apparel.
Food processing, leather products, footwear and apparel, metal industries and
electrical machinery showed improved results while results remained negative in
chemical products, paper products, rubber products, petroleum and coal products
and non-electrical machinery products.


     In 2003, the manufacturing sector grew 4.2% from 2002 with output of P263.2
at constant prices. The growth in manufacturing was due to continued growth in
food manufactures, as well as to the recovery of basic metal industries,
petroleum and coal products, chemical products and non-electrical machinery, all
four of which declined in 2002 and expanded in 2003. The annual growth rate
increased to 14.3% for food manufactures (up from 7.2% in 2002), to 115% for
basic metal industries (up from negative 1.2% in 2002), to 7.4% for petroleum
and coal products (up from negative 12.3% in 2002), by 9.6% for chemical and
chemical products (up from negative 2.4% in 2002), and to 20.6% for machinery
other than electrical machinery (up from negative 18.4% in 2002).



     Construction.  The construction subsector's contribution to GDP, at
constant market prices, decreased from 5.6% in 1999 to 5.1% in 2003. The
construction subsector contracted by 5.9% in 2003 after a contraction of 3.3% in
2003. The declines in the construction subsector for 2002 and 2003 were
primarily due to a decrease in public construction prompted by budget austerity
measures.



     Electricity, Gas and Water.  The electricity, gas and water subsector grew
by 2.9% in 2003, compared to 4.3% in 2002. The slower growth was attributable
primarily to reduced electricity demand.


     With limited natural resources available for energy development, the
Philippines satisfies most of its energy needs with imports of coal and oil,
which it then converts into electric power. In 1998, the Government enacted a
new oil industry deregulation act, which allowed oil prices to fluctuate and
eased the entry of new players into the industry. The 1998 oil industry
deregulation act has increased investment activity and attracted new players
into the downstream oil industry, with approximately P4 billion of new
investments in LPG refilling, bulk storage and retail outlets since deregulation
of the industry. Prices of petroleum products have fluctuated in response to
market prices and competition has increased. Retail petrol prices declined by a
total of P0.50-0.65 per liter between October 1998 and January 1999 in response
to increased competition; however, prices have since increased due to the
increase in world crude oil prices. Increases in world crude oil prices led the
country to increase coal imports and decrease oil imports.


     Mining and Quarrying.  The mining and quarrying subsector grew by 17.5% in
2003, compared to growth of 51.0% during 2002. Most of the growth in the mining
and quarrying subsector in 2002 was attributable to production from the
Camago-Malampaya Gas Project. Growth was sustained in 2003, although each
quarter of 2003 had slower growth than the corresponding quarter of 2002. Growth
was slower in 2003 because there was no comparable increase in production of
crude oil or production from the Camago-Malampaya Gas Project.


 SERVICE SECTOR


     The service sector comprises, in order of importance: trade; finance;
housing and real estate; private services; transportation, communications and
storage; and Government services. The services sector remains the largest
contributor to GDP, having contributed 46.4% of GDP at constant market prices in
2003, 45.8% of GDP in 2002 and 45.3% in 2001. In 2003, the service sector as a
whole grew by 5.9%.



     Trade.  The trade subsector, which consists of wholesale and retail
activities, accounted for 16.5% of GDP at constant market prices in 2003. Total
trade is comprised of approximately 75% retail trade and 25% wholesale trade.
The trade subsector grew by 5.8% in 2003 at constant market prices, the same
level of growth as in 2002. Increased growth in retail trade offset decreased
growth in wholesale trade in 2003. Growth in retail trade increased to 6.3% in
2003 from 6.0% in 2002. Although sales from malls, warehouse clubs, supermarkets


                                        28



and pharmaceutical products provided growth for wholesale trade, growth was 4.6%
for 2003, down from 5.2% for 2002.



     Finance.  The finance subsector's contribution to GDP at constant market
prices decreased slightly from 5.0% in 1999 to 4.7% in 2003.



     The finance subsector grew by 6.9% in 2003 after growing by 3.4% in 2002.
Increased growth in 2003 was due to substantially higher levels of bank loans
and higher earnings from fee-based transactions, as well as trading gains from
investments in government securities. For a discussion of the country's
financial system, see "-- The Philippine Financial System."



     Ownership of Dwellings and Real Estate.  The ownership of dwellings and
real estate subsector grew by 3.8% in 2003 at constant market prices after
growing by 1.7% in 2002. Higher growth was due primarily to increased revenues
from leases and rentals and improved residential lot sales.



     Private Services.  The private services subsector includes educational,
medical and health, recreational and hotel and restaurant services. The
subsector contributed 7.5% to GDP in 2003. The private services subsector grew
by 5.3% in 2003 at constant market prices, compared to growth of 5.5% in 2002.
In 2003, increased growth in personal and educational services offset diminished
growth in tourism-related services due to the SARS outbreak and concerns over
terrorism. Personal services, comprising services provided by funeral parlors,
washing and drying businesses and other related services, grew 6.2% in 2003 from
5.5% in 2002. Consumer consumption increased to 5.7% from 5.3% for education,
personal care and effects, medical and health, recreation and other
miscellaneous expenditures.


     Transportation, Communications and Storage.  The geographically diverse
nature of the Philippines makes it important to have well developed road, air
and sea transportation systems. The Government has encouraged the private sector
to provide basic transportation services and strengthen inter-regional and urban
links. Important ongoing projects involving the private sector include the Metro
Rail Transit Project, Metro Manila Skyway Project, the Manila-Cavite Expressway
Project and the South Luzon Expressway Extension.

     The country's road network is the most important transportation system,
carrying about 65% of freight and 90% of passenger traffic. The road network
covers more than 200,000 kilometers. About 1.8 million vehicles use the road
network, including 236,000 vehicles for public use, principally in Metro Manila.
Traffic remains congested in the capital region, despite traffic management and
various engineering measures. To ease traffic congestion the Government has
built and continues to promote alternative road networks and mass rapid urban
transit rail.


     Usage of the country's rail facilities has declined largely because of the
outdated facilities of the Philippine National Railways. The Government has
constructed a three-line light-rail transit system in Metro Manila, financed by
a build, lease and transfer arrangement, and has started work on a fourth line
of the light-rail transit system.



     Four international airports, in Manila, Cebu, Clark and Subic, and 83 other
facilities throughout the country help meet the country's air transport needs.
The Government plans to upgrade several major airports to international
standards and generally to modernize air navigation and communications
operations in the country. A new Manila International Airport terminal, expected
to accommodate more than 10 million international passengers per year, is
scheduled to open in the summer of 2004. The Government plans to complete
construction and take over operations of the new terminal after the Supreme
Court voided the private concession contract which had originally been awarded
to a private consortium in 1997. The Government has formulated a plan for the
transition from land-based to satellite-based technology in civil aviation. It
approved the implementation of the new communications, navigation surveillance
and air traffic management systems project, which will implement satellite-based
technology designed to control and manage the air traffic within the respective
flight information region. Once financing is obtained and implementation is
completed, the system will increase air travel safety, shorten flight duration
for air passengers and improve aircraft operating efficiency due to more
flexible flight paths and increased airspace capacity.


                                        29


     The Republic also requires an effective water transport system to ferry
cargo and passengers among islands. Currently, the water transport system
handles about 40% of total freight traffic and 10% of total passenger traffic in
the Philippines. The regulatory policy during the past decade has been to open
the industry to competition, ensuring lower cargo passage rates and improving
the quality of service. The Government plans to construct or improve 96 national
ports, approximately 300 municipal, feeder and fishing ports and river landings
and special handling facilities for grains and bulk cargo in other selected
ports.

     Faced with historical shortages of telephone lines and long waits for basic
telephone service, especially outside Metro Manila, the Government opened the
telecommunications industry in 1993 to intensify competition and to increase
substantially the number of telephone lines and interconnections. The Government
has continued to implement programs designed to provide telephone lines,
exchanges and transmission facilities to underserved regions of the country. As
of December 31, 2001, more than 6.9 million lines have been installed, which
translates to a telephone density of 8.9 main telephone lines per 100
inhabitants.


     The transport, communications and storage subsector's contribution to GDP,
at constant market prices, grew from 6.7% in 1999 to 8.0% in 2003. At constant
market prices the subsector grew by 8.6% in 2003, compared to growth of 8.9% in
2002. This reduced growth was caused primarily by a significant decrease in
growth of air transport, which offset increased growth in land transport and
communication services.



     Government Services.  The Government services subsector grew by 3.8% in
2003, compared to 4.7% in 2002, at constant market prices.


PRICES, EMPLOYMENT AND WAGES

 INFLATION

     The Philippines reports inflation as the annual percentage change in the
consumer price index, which measures the average price of a standard "basket" of
goods and services used by a typical consumer. In June 1998, the Government
began employing a 1994-based CPI basket of goods and services. For Metro Manila,
the 1994 CPI basket consists of 705 commodities. In addition, the 1994 CPI
basket for areas outside Metro Manila focuses on provinces or cities.


     The National Statistics Office conducts a nationwide Family Income and
Expenditure Survey every six years, and the 2000-based CPI basket will
officially replace the 1994-based CPI basket after June 2004.



     The following table sets out the principal components of the 1994 and 2000
CPI baskets.



               PRINCIPAL COMPONENTS OF 1994 AND 2000 CPI BASKETS



<Table>
<Caption>
                                                                 1994         2000
CATEGORY                                                      CPI BASKET   CPI BASKET
- --------                                                      ----------   ----------
                                                                     
Food items (including beverages and tobacco), total.........     55.1%        50.1
  Rice......................................................     11.8          9.4
Non-food items, total.......................................     44.9         50.0
  Housing and repairs.......................................     14.7         16.8
  Services..................................................     12.3         15.9
  Fuel, light and water.....................................      5.7          7.0
  Clothing..................................................      3.7          3.0
  Miscellaneous.............................................      8.5          7.3
</Table>


                                        30


     The following table sets out the consumer price index (based on the 1994
CPI basket) and the manufacturing sector's equivalent, the producer price index
(based on the 1994 PPI benchmark), as well as the annual percentage changes in
each index.

                  CHANGES IN CONSUMER AND PRODUCER PRICE INDEX

<Table>
<Caption>
                                               1999    2000    2001    2002    2003    2004
                                               -----   -----   -----   -----   -----   -----
                                                                     
Consumer Price Index.........................  145.9   152.3   161.6   166.6   171.7   175.5(1)
Increase over previous year..................    6.7%    4.4%    6.1%    3.1%    3.1%    3.5%(1)
Producer Price Index for manufacturing.......  125.9   141.5   165.6   170.4   184.5   188.1(2)
Increase/(decrease) over previous year.......    7.0%   12.4%   17.0%    2.9%    8.3%    4.6%(2)
</Table>

- ---------------

Source: National Statistics Office.

(1) As of March 2004.

(2) As of January 2004.

     In 1999, inflation declined to 6.7%. The decline was due primarily to a
sharp fall and subsequent stability in food prices resulting from strong
performance in the agriculture sector leading to increased food supply, which
partially offset the effects of increases in world crude oil prices.

     Inflation remained in single digits at 4.4% for 2000, compared with the
6.7% recorded in 1999. Moderate inflation was achieved notwithstanding an
increase in economic activity, inflationary pressures arising from wage
adjustments and increases in oil prices and transport fares.

     Inflation was 6.1% in 2001, which was within the Government's target of
6-7%. Favorable food and oil prices, stable exchange rates and moderate growth
in demand all contributed to low inflation.

     The national inflation rate averaged 3.1% for 2002. Inflation continued to
be benign despite the recent adjustments in domestic oil prices, which increased
by 11.2% at December 31, 2002 as compared with December 31, 2001 (in part
because the adjustments were treated as transport charges), and despite an
increase in food prices due to weather-related reductions in supplies of rice,
fruits, and vegetables. Reductions in Bangko Sentral's policy interest rates and
efforts to maintain fiscal discipline, which led to lower market lending rates
and lower costs of capital for businesses, also had a favorable impact on
inflation. Equally important, inflationary pressures caused by more demand than
supply continued to be subdued due in part to current levels of unemployment and
spare capacity. The reduction in the PPA of NPC, effective May 8, 2002, and the
decision of the Manila Waterworks and Sewerage System to delay petitions for
water rate increases also helped to keep inflation rates relatively low.


     Inflation, measured using the 1994 CPI basket, remained at 3.1% in 2003.
The 2003 inflation of 3.1% was below the Government's full-year inflation target
of 4.5-5.5 percent. The lower-than-targeted inflation rate in 2003 was due to a
lack of significant demand-driven pressure as well as to unused productive
capacity.



     For the first three months of 2004, inflation measured using the 1994 CPI
basket averaged 3.5%. Based on the 2000 CPI basket, inflation was 4.2% in March
2004 compared to 4.0% in February 2004 and averaged 4.0% for the first three
months of 2004.


                                        31


  EMPLOYMENT AND WAGES

     The following table presents selected employment information for various
sectors of the economy.

                       SELECTED EMPLOYMENT INFORMATION(1)


<Table>
<Caption>
                                                                                         JANUARY
                                             1999     2000     2001     2002     2003     2004
                                            ------   ------   ------   ------   ------   -------
                                                                       
Labor force (in thousands)(2)(3)..........  30,759   30,911   32,809   33,936   34,560   35,421
Unemployment rate.........................     9.8%    11.2%    11.1%    11.4%    11.4%    11.0%
Employment share by sector:
Agriculture, fishery and forestry.........    38.8%    32.9%    37.2%    37.0%    36.6%    35.4%
Industry sector
  Mining and quarrying....................     0.4      0.4      0.4      0.4      0.3      0.4
  Manufacturing...........................     9.9     10.0     10.0      9.5      9.6      9.9
  Construction............................     5.5      5.4      5.4      5.3      5.5      5.4
  Electricity, gas and water..............     0.5      0.4      0.4      0.4      0.4      0.3
                                            ------   ------   ------   ------   ------   ------
     Total industry sector................    16.3%    16.2%    16.2%    15.6%    15.9%    16.0%
Service sector
  Transportation, communication and
     storage..............................     6.9      7.2      7.3      7.2      7.6      7.7
  Trade...................................    15.7     16.3     18.0     18.7     18.3     18.5
  Finance and housing.....................     2.6      2.6      2.8      2.8      3.1      3.3
  Services................................    19.7     20.5     18.6     18.7     18.7     19.2
                                            ------   ------   ------   ------   ------   ------
     Total services sector................    44.9%    46.6%    46.7%    47.4%    47.6%    48.6%
                                            ------   ------   ------   ------   ------   ------
       Total employed.....................   100.0%   100.0%   100.0%   100.0%   100.0%   100.0%
                                            ======   ======   ======   ======   ======   ======
</Table>


- ---------------

Source: Bureau of Labor and Employment Statistics -- Current Labor Statistics;
        National Statistics Office -- Labor Force Survey.


(1) Figures for 1999 to 2003 are the average of the applicable statistic for
    each quarter in the relevant period.


(2) Does not include overseas Filipino workers.

(3) Figures generated using 1995 census-based population projections.


     In January 2004, the Filipino labor force, not including overseas workers,
totalled 35.4 million people. The Filipino labor force is relatively young.
Filipino workers are employed primarily in service industries, such as nursing
and education, and in manufacturing export industries, such as electronics and
garments. Approximately 865,000 Filipino workers were working overseas from
January to December 2003, a decrease of approximately 3.0% from the same period
in 2002. The decline in overseas Filipino workers in 2003 was attributed to the
SARS outbreak, the war in Iraq and a reduction in wages for domestic helpers in
Hong Kong.


     Regional tripartite bodies consisting of representatives of Government,
businesses and workers establish minimum wage requirements, which vary based on
region and industry. Under the law, minimum wage requirements may only be
increased once in any twelve month period. The minimum wages for workers in
Metro Manila and the surrounding areas are the highest in the country. Across
the regions, daily minimum wages range from a low of P114.0 to a high of P280.0.


     The economic difficulties that began in the second half of 1997, including
the slower growth of the country's industrial production, drove the average
unemployment rate to 10.3% in 1998 before it declined to 9.8% in 1999. The
unemployment rate then increased to 11.2% in 2000 due to the effects of the El
Nino weather phenomenon on agriculture and labor cutbacks in industry. Labor and
employment conditions improved in 2001 as the economy grew stronger than
expected during the year. The substantially reduced number of strikes, increased
rates of deployment of workers overseas and improved legislated wage indicators
reflect broadly improved labor, employment and wage conditions during the year.


                                        32



     In 2002, the average national unemployment rate rose slightly to 11.4% from
11.1% in 2001. On January 25, 2002, pursuant to policies adopted at the National
Socio-Economic Summit of 2001, the Government implemented a job corps program
promoting volunteerism, civic consciousness among the country's youth, community
development and employment projects.



     In 2003, the average national unemployment rate remained at 11.4%.



     In January 2004, the economy created 1.4 million net new jobs, but 1.7
million new entrants to the labor force raised the unemployment rate to 11.0%
from the previous quarterly figure of 10.2% in October 2003.


     In Metro Manila, where 13.8% of the country's labor force is located,
unemployment ranged from 13.8% to 16.4% from 1997 to 1999 and from 17.9% to
17.7% from 2000 to 2002.

  SOCIAL SECURITY SYSTEM AND GOVERNMENT SERVICE INSURANCE SYSTEM

     The Philippines does not pay any unemployment compensation or make any
general welfare payments other than through the Social Security System and the
Government Service Insurance System. The Social Security System provides private
sector employees, including self-employed persons and their families, with
protection against disability, sickness, old age and death. Monthly
contributions by covered employees and their employers, and investment income of
the Social Security System, fund the system. The Social Security System invests
its funds in Government securities and in domestic equity securities.

     The Government Service Insurance System administers social security
benefits for Government employees, including retirement benefits, life
insurance, medical care and sickness and disability benefits. The system also
administers the self-insurance program for Government properties, such as
buildings and equipment. The Government Service Insurance System also oversees
loan programs, including housing loans for Government employees. Monthly
contributions by covered employees and their employers fund the system.
Government agencies must include in their annual appropriations the amounts
needed to cover their share of the contributions and any additional premium
required based on the hazardous nature of the work. The Government Service
Insurance System invests its funds in a manner similar to the Social Security
System.

  SAVINGS

     The following table sets out gross national savings, total investment and
the savings-investment gap as a percentage of GDP.

                        NATIONAL SAVINGS AND INVESTMENTS

<Table>
<Caption>
                                                       1998    1999    2000    2001    2002
                                                       -----   -----   -----   -----   -----
                                                                        
Gross national savings...............................  22.7%   27.5%   26.2%   22.5%   24.7%
Gross investments....................................  20.3%   18.8%   18.4%   20.7%   19.3%
Savings-investment gap...............................   2.4%    8.8%    7.8%    1.8%    5.4%
</Table>

- ---------------

Source: National Accounts, NSCB.

     Government steps to stimulate the savings rate in the Philippines include:

     - launching a nationwide savings consciousness campaign to inform savers
       about different types of financial assets;

     - shifting by the Philippine Stock Exchange from merit-based regulation to
       self-regulation;

     - tightening disclosure and insider trading rules;

     - removing double taxation of mutual funds;

     - allowing increased foreign equity participation in investment and
       financing companies;

                                        33


     - rationalizing financial taxes (e.g., gross receipts tax, documentary
       stamp tax, initial public offerings tax);

     - broadening of the scope and coverage of small denomination Treasury
       bills;

     - establishing a Small and Medium Enterprises Board at the Philippine Stock
       Exchange; and

     - lengthening of the yield curve of government securities.

BALANCE OF PAYMENTS

  BALANCE OF PAYMENTS PERFORMANCE

     Balance of payments figures measure the relative flow of goods, services
and capital into and out of the country as represented in the current account
and the capital and financial accounts. The current account tracks a country's
trade in goods, services, income and current transfer transactions. The capital
and financial account includes the capital account, which covers all
transactions involving capital transfers and acquisition or disposition of
non-produced, non-financial assets, and the financial account, which covers all
transactions associated with changes of ownership in the foreign financial
assets and liabilities of an economy. A balance of payments surplus indicates a
net inflow of foreign currencies, thereby increasing demand for and
strengthening the local currency. A balance of payments deficit indicates a net
outflow of foreign currencies, thereby decreasing demand for and weakening the
local currency.

     Beginning in January 2000, Bangko Sentral has reported the balance of
payments under a new framework based on the fifth edition of the Balance of
Payments Manual, or BPM5, of the IMF. As compared to the previously used balance
of payments framework, the new framework introduced certain changes in
classification, format and coverage. With respect to classification and format,
the new framework (among other things) reports an income account that reflects
earnings from overseas Filipino workers and investment income; groups financial
transactions into direct investment, portfolio investment, and other investment;
and separates transfers between the current and capital accounts. Also, with
respect to trade, the new framework excludes shipped goods that do not change
ownership (thus deviating from the statistics on foreign goods trade currently
published by the National Statistics Office). Finally, in the financial account,
the new framework only reports actual financial transactions. In particular, the
financial account under the new framework excludes previously reported
revaluations of assets and liabilities, and excludes monetization of gold for
Bangko Sentral reserves.

                                        34



     The following table sets out the consolidated financial position on a cash
basis for the Republic for the years 1999-2003.


                           BALANCE OF PAYMENTS(1)(2)


<Table>
<Caption>
                                                               YEARS ENDED DECEMBER 31,
                                                   ------------------------------------------------
                                                     1999      2000      2001      2002     2003(3)
                                                   --------   -------   -------   -------   -------
                                                                    (IN MILLIONS)
                                                                             
OVERALL BOP POSITION:(4).........................  $  3,586   $  (513)  $  (192)  $   663   $   111
                                                   ========   =======   =======   =======   =======
CURRENT ACCOUNT:(2)..............................  $  7,219   $ 6,258   $ 1,323   $ 4,383     3,347
                                                   --------   -------   -------   -------   -------
Goods and services:..............................     2,247     1,384    (2,793)     (610)   (2,480)
  Exports(5).....................................    39,014    41,267    34,391    37,432    37,812
  Imports(5).....................................    36,767    39,883    37,184    38,042    40,292
  Goods..........................................     4,959     3,814      (743)      407    (1,253)
     Credit: Exports(5)..........................    34,211    37,295    31,243    34,377    34,842
     Debit: Imports(5)...........................    29,252    33,481    31,986    33,970    36,095
  Services.......................................    (2,712)   (2,430)   (2,050)   (1,017)   (1,227)
     Credit: Exports.............................     4,803     3,972     3,148     3,055     2,970
     Debit: Imports..............................     7,515     6,402     5,198     4,072     4,197
Income:..........................................     4,460     4,437     3,669     4,490     5,215
     Credit: Receipts............................     8,082     7,804     7,152     7,946     8,415
     Debit: Disbursements........................     3,622     3,367     3,483     3,456     3,200
Current transfers:...............................       512       437       447       503       612
     Credit: Receipts............................       607       552       517       594       682
     Debit: Disbursements........................        95       115        70        91        70
Capital and financial account:(2)................    (2,333)   (4,119)   (1,080)   (1,644)   (5,319)
                                                   --------   -------   -------   -------   -------
  Capital account:...............................        (8)       38       (12)      (19)       21
     Credit: Receipts............................        44        74        12         2        40
     Debit: Disbursements........................        52        36        24        21        19
  Financial account:.............................    (2,325)   (4,157)   (1,068)   (1,625)   (5,340)
     Direct investment...........................     1,754     1,453     1,142     1,733       161
       Debit: Assets, residents' investments
          abroad.................................       (29)     (108)     (160)       59       158
       Credit: Liabilities, non-residents'
          investments in the Philippines.........     1,725     1,345       982     1,792       319
     Portfolio Investment:.......................     6,874       207     1,050     1,122      (706)
       Debit: Assets, residents' investments
          abroad.................................       807       812       399       449     1,586
       Credit: Liabilities, non-residents'
          investments in the Philippines.........     7,681     1,019     1,449     1,571       880
     Other Investment:...........................   (10,953)   (5,817)   (3,260)   (4,480)   (4,795)
       Debit.....................................    18,639    15,313    13,898    13,165    13,307
       Credit....................................     7,686     9,496    10,638     8,685     8,512
NET UNCLASSIFIED ITEMS:..........................    (1,300)   (2,652)     (435)   (2,076)    2,083
                                                   --------   -------   -------   -------   -------
</Table>


- ---------------

Source: Bangko Sentral.

(1) Beginning January 2000, the Republic adopted the BPM5. For the purpose of
    assessing comparative performance, the 1999 balance of payments was
    reconstructed to conform with the conceptual coverage of the BPM5.

(2) The Republic has disclosed that the reported current account surplus for
    2000 and 2001 had previously been overstated due to monitoring problems
    giving rise to underreported imports. See the discussion in the main text
    following this table.

(3) Preliminary.

(4) The overall BOP position results from the change in net international
    reserves excluding the effects of revaluation of reserve assets and selected
    reserve liabilities, gold monetization and Special Drawing Rights
    allocation.

(5) Data on exports and imports from the National Statistics Office were
    adjusted to exclude temporary exports and imports and returned goods.

     Recent Revisions.  In January 2003, the Republic disclosed that the
previously reported current account surplus had been overstated due to
monitoring problems giving rise to underreported imports. An inter-agency

                                        35


task force on the balance of payments considered the effects of this problem on
the Republic's consolidated financial position, specifically the Republic's
current account and capital and financial account. The inter-agency task force
has revised the Republic's balance of payments data for the years 2000, 2001 and
2002, but will not review prior years due to incomplete information. The
inter-agency task force worked within the guidelines of the IMF's reporting
system and included representatives of the Bangko Sentral, the National
Statistics Office, the National Economic and Development Authority, the National
Statistics Coordination Board, the Bureau of Customs and the Philippine Export
Zone Authority.

     Reflecting the updated import data, the current account for 2000 has been
revised to a surplus of $6.3 billion from the previously reported surplus of
$8.5 billion, and the current account for 2001 has been revised to a surplus of
$1.3 billion from the previously reported surplus of $4.6 billion. At these
revised levels, the current account surplus stood at 7.9% and 1.7% of gross
national product for 2000 and 2001, respectively. Accordingly, the capital and
financial account for 2000 has been revised downward to a net outflow of $4.1
billion from a previously reported net outflow of $6.5 billion, and the capital
and financial account for 2001 has been revised downward to a net outflow of
$1.1 billion from a previously reported net outflow of $3.8 billion.

     Overall Balance of Payments Performance.  In 1999, under the BPM5
framework, the balance of payments recorded an overall surplus of $3.6 billion.
This resulted from a surplus of $7.2 billion in the current account due to an
improvement in the goods trade balance and net inflows from the income account.
The capital and financial account recorded a deficit of $2.3 billion in 1999,
although there were sustained inflows of direct investment and portfolio
investment by nonresidents.

     In 2000, the balance of payments, as revised, recorded a deficit of $513
million, following the weaker capital and financial account even as the current
account continued to perform favorably. The current account posted a surplus of
$6.3 billion for 2000, or 13.3% lower than the level registered in 1999. The net
outflow in the capital and financial account was $4.1 billion following the
weakening in the financial account. Inflows of both direct and portfolio
investments offset some of the outflows in the other investments account.
However, portfolio investments were down considerably in 2000 to a net inflow of
$207 million from a net inflow of $6.9 billion in 1999.


     In 2001, the balance of payments, as revised, showed a deficit of $192
million, compared to a deficit of $513 million in 2000. This positive
development was caused by lower net outflows of $1.1 billion in the capital and
financial account in 2001, as compared to $4.1 billion in 2000, which
overshadowed a substantial decline in the current account surplus of $1.3
billion in 2001, as compared to $6.2 billion in 2000. Exports of goods
contracted by 16.2% and inflows in the services trade account decreased by 20.7%
due to lower travel receipts arising from security concerns that followed the
terrorist attacks in the United States. Imports of goods declined by 4.5%, and
outflows in the services trade account declined by 18.8%. Foreign direct
investments posted a net inflow of $1.1 billion, compared to a $1.5 billion net
inflow in 2000. The net inflow in portfolio investments increased to $1.1
billion in 2001 from $207 million in 2000.


     In 2002, the balance of payments registered a surplus of $663 million,
compared to a deficit of $192 million in 2001. This improvement can mainly be
attributed to the stronger performance of the current account, which offset the
weaker performance of the capital and financial account. The current account
surplus more than tripled to $4.4 billion for 2002 from $1.3 billion in 2001.
This positive development was mainly caused by higher net inflows in the income
account, the reversal of the trade-in-goods balance from a deficit to a surplus
and lower net outflows in services. The trade-in-goods balance for 2002 posted a
surplus of $407 million, as compared to a deficit of $743 million for 2001 as
growth of exports outpaced growth of imports. The strong export performance was
supported by increasing intra-regional trade in Asia, offsetting the reduction
in demand from the US and Japan, the Republic's traditional trading partners,
and by a new export plan focusing on aggressive marketing and developing small
and medium enterprises. The trade-in-services account for 2002 recorded a net
outflow of $1.0 billion, 50.4% lower than to the level in 2001, mainly because
of the lower net payments for transportation services, construction services and
miscellaneous business, professional and technical services. Net inflows in the
income account for 2002 grew by 22.4% to $4.5 billion. The higher surplus was
due mainly to an increase in the number of deployed overseas Filipino workers
sending

                                        36



remittances from abroad. The current transfers account for 2002 amounted to $503
million, 12.5% higher than the level registered in 2001. The improvement was due
mainly to higher transfers from migrant workers. However, the capital and
financial account for 2002 posted a net outflow of $1.6 billion, compared to the
net outflow of $1.1 billion in 2001. The weaker performance of this account was
attributed to the increase in the net outflow in other investments, which rose
to $4.5 billion in 2002 from $3.3 billion in 2001. These changes offset the net
inflow of portfolio investments of $1.1 billion, the same level as in 2001,
mainly because of the substantially higher non-residents' investments in
resident-issued foreign-denominated debt securities and the higher net inflow of
direct investments.



     In 2003, the balance of payments recorded a surplus of $111 million,
compared to the $663 million surplus in 2002. The current account recorded
surplus of $3,347 million, lower than the $4,383 million recorded in 2002. The
continued surplus reflected robust net inflows throughout the year, particularly
from overseas Filipino workers, which offset a decline in the trade balance. The
income account recorded a surplus of $5,215 million in 2003 compared to $4,490
million in 2002, primarily caused by higher remittances of overseas Filipino
workers. The trade-in-goods balance recorded a deficit of $1,253 million after
recording a surplus of $407 million in 2002, mainly because of weak exports in
the early part of 2003. The trade-in-services account recorded a deficit in 2003
of $1,227 million, higher than the deficit of $1,017 million recorded in 2002.



     The capital and financial account posted a deficit of $5,319 million in
2003. Both direct and portfolio investment accounts were weak in 2003 relative
to 2002, weighed down by global uncertainty during the first half of 2003,
domestic political uncertainty and corporate restructuring. Net inflows for
direct investments declined to $161 million in 2003 from $1,733 million in 2002
due to the deferral of several approved investments as well as a divestment by a
significant foreign investor. The portfolio investment account recorded net
outflows of $706 million in 2003, a reversal of the net inflow of $1,122 million
in 2002. This development was due to the repayment of bonds and the purchase of
local debt, which more than offset Government bond issuances. The other
investment account recorded a net outflow of $4,795 million, higher than the net
outflow of $4,480 million in 2002, mainly because of net repayment of loans.


 Current Account


     In 2003, the current account posted a surplus of $3.3 billion, a 23.6%
decrease from 2002. The surplus is attributable to the robust net inflow in the
income account throughout 2003, in large part from higher remittances from
overseas foreign workers. These remittances resulted in inflows of $5.2 billion,
an amount 16.1% higher than the 2002 level of remittances.



     Goods Trade.  Trading in goods significantly affects the Philippine
economy. From 1999 to 2003, exports (as reported by the National Statistics
Office) were equal to an average of 43.3% of the country's GNP and imports were
equal to an average of 42.0% of GNP.



     A significant proportion of exports, estimated at approximately 40% in
2002, depends on imported raw materials or other inputs, rendering the country's
exports vulnerable to any import decline resulting from a peso depreciation. The
peso has been depreciating for a number of years and is currently near its
historical low relative to the US dollar. See "-- Foreign Exchange System".


                                        37



     Exports of Goods.  The following table sets out the Republic's exports of
goods by major commodity group, as reported by the National Statistics Office.


                      EXPORTS OF GOODS BY COMMODITY GROUP


<Table>
<Caption>
                                                                                          PERCENTAGE OF
                                                                                          TOTAL EXPORTS
                                                                                          -------------
                                       1999      2000      2001      2002       2003      1999    2003
                                      -------   -------   -------   -------   ---------   -----   -----
                                                      (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                             
Manufactures
  Electronics and electrical
     equipment/parts................  $21,166   $22,179   $16,699   $18,583    $18,255     60.4%   51.1%
  Garments..........................    2,267     2,563     2,403     2,391      2,269      6.5     6.3
  Textile yarns/fabrics.............      219       249       226       247        243      0.6     0.7
  Footwear..........................       86        76        73        47         47      0.2     0.1
  Travel goods and handbags.........      154       177       174        83         62      0.4     0.2
  Wood manufactures.................      129       212       119       112        131      0.4     0.4
  Furniture & fixtures..............      354       381       298       316        278      1.0     0.8
  Chemicals.........................      294       328       318       360        393      0.8     1.1
  Non-metallic mineral
     manufactures...................      111       133       123       113        128      0.3     0.4
  Machinery and transport
     equipment......................    4,950     5,909     6,136     7,067      7,184     14.1    20.1
  Processed food and beverages......      256       267       337       385        476      0.7     1.3
  Iron and steel....................       18        25        14        17         18      0.1     0.1
  Baby carriages, toys, games and
     sporting goods.................      158       165       145       140        127      0.5     0.4
  Basketwork, wickerwork and other
     articles of plaiting
     materials......................       85        95        83        74         69      0.2     0.2
  Miscellaneous manufactured
     articles, not elsewhere
     specified......................      212       229       220       231        285      0.6     0.8
  Others............................      850       999       974     1,014      1,216      2.4     3.4
                                      -------   -------   -------   -------    -------    -----   -----
     Total manufactures.............   31,309    33,987    28,340    31,181     31,182     89.4    87.2
Agro-based products
  Coconut products..................      466       577       532       484        640      1.3     1.8
  Sugar and sugar products..........       71        57        32        47         70      0.2     0.2
  Fruits and vegetables.............      455       528       552       544        602      1.3     1.7
  Other agro-based products.........      476       486       427       453        470      1.4     1.3
                                      -------   -------   -------   -------    -------    -----   -----
     Total agro-based products......    1,468     1,648     1,544     1,527      1,781      4.2     5.0
Mineral products....................      646       650       537       519        637      1.8     1.8
Petroleum products..................      216       436       242       353        533      0.6     1.5
Forest products.....................       20        44        23        23         37      0.1     0.1
Others..............................    1,379     1,313     1,464     1,607      1,582      3.9     4.4
                                      -------   -------   -------   -------    -------    -----   -----
     Total..........................  $35,037   $38,078   $32,150   $35,209    $35,751    100.0%  100.0%
                                      =======   =======   =======   =======    =======    =====   =====
</Table>


- ---------------

Source: National Statistics Office.


     Exports of goods, as reported by the National Statistics Office, grew by
18.8% in 1999, 8.7% in 2000, 9.5% in 2002 and 1.5% in 2003, but declined by
15.6% in 2001. As a percentage of total exports, manufactured goods decreased
from 89.4% in 1999 to 87.2% in 2003. Exports of electronics, electrical
equipment and parts, and telecommunications equipment decreased slightly as a
proportion of total exports from 60.4% in 1999 to


                                        38


51.1% in 2003. During the same period, exports of garments as a proportion of
total exports decreased from 6.5% in 1999 to 6.3% in 2003 because of increased
international competition and a general decline in global demand. Exports of
agriculture products, including coconut products, sugar products, fruits and
vegetables, increased as a proportion of total exports from 4.2% in 1999 to 5.0%
in 2003. On the other hand, increased production helped exports of machinery and
transport equipment increase from $5.0 billion in 1999 to $7.2 billion in 2003.
As a percentage of total exports, machinery and transport grew from 14.1% in
1999 to 20.1% in 2003.

     In 1999, exports of goods grew by 18.8% to $35.0 billion, compared with
16.9% over 1998. Electronics, machinery and transport equipment and garments
were the leading export earners. Higher shipments of mineral products, fruits
and vegetables and furniture and fixtures also contributed to the expansion of
exports in 1999.

     In 2000, exports of goods totalled $38.1 billion, 8.7% more than 1999.
Among the merchandise exports, electronics maintained its position as the top
earner and continued growing, but at a decelerated rate of 4.8% in 2000 compared
to 23.5% in 1999. Garments, the third top earner, had a 13.0% increase in 2000
after a 3.8% contraction in 1999. Machinery and transport, the second top earner
in 2000, experienced decelerated growth, from 49.3% in 1999 to only 19.2% in
2000.


     In 2001, exports of goods declined by 15.6% to $32.1 billion. The decline
reflected the slump in demand by the country's leading trading partners, namely
the US and Japan, as well as the downtrend in demand in the information
technology sector. Exports of semiconductor components experienced declines in
both volume and price. All major commodity groups posted declines except fruits
and vegetables, which grew 4.5%, and machinery and transport equipment, which
grew 3.8%. Electronics, machinery and transport equipment and garments remained
the top three export commodities.


     Exports of goods for 2002 were $35.2 billion, or 9.5% higher than exports
of goods in 2001. Higher demand for Philippine goods from Japan, Taiwan, Hong
Kong, South Korea, Malaysia and China made up for a decrease in exports to the
US, which accounted for approximately 25% of the country's export market in
2002. The following table sets out the destinations of the Republic's exports.


     Exports of goods, as reported by the National Statistics Office, were $35.8
billion for 2003, 1.5% more than the $35.2 billion in exports of goods for 2002,
with most of the growth coming in the fourth quarter. The improvement for the
year was attributed to increases in external demand for machinery and transport
equipment. Increased exports of machinery and transport equipment resulted, in
part, from increased demand in trading partner countries based on expectations
of an improving global economy.


                        EXPORTS OF GOODS BY DESTINATION


<Table>
<Caption>
                                                                                  PERCENTAGE OF
                                                                                  TOTAL EXPORTS
                                                                                  -------------
                                 1999      2000      2001      2002      2003     1999    2003
                                -------   -------   -------   -------   -------   -----   -----
                                               (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                     
United States.................  $10,445   $11,365   $ 8,979   $ 8,683   $ 7,119    29.8%   19.9%
ASEAN countries(1)............    4,916     5,894     4,914     5,416     6,285(2)  14.0   17.6
Japan.........................    4,660     5,606     5,054     5,292     5,756    13.3    16.1
Hong Kong SAR.................    1,947     1,907     1,580     2,359     3,071     5.6     8.8
The Netherlands...............    2,865     2,982     2,976     3,055     2,922     8.2     8.2
Taiwan........................    2,993     2,861     2,127     2,485     2,341     8.5     6.5
People's Republic of
  China(3)....................      575       663       793     1,356     2,143     1.6     6.0
South Korea...................    1,032     1,173     1,044     1,339     1,311     2.9     3.7
Germany.......................    1,229     1,329     1,323     1,386     1,219     3.5     3.4
United Kingdom................    1,766     1,506       997       946       694     5.0     1.9
Others........................    2,609     2,792     2,362     2,892     2,891     7.4     8.1
                                -------   -------   -------   -------   -------   -----   -----
  Total.......................  $35,037   $38,078   $32,150   $35,209   $35,751   100.0%  100.0%
                                =======   =======   =======   =======   =======   =====   =====
</Table>


                                        39


- ---------------

Source: Foreign Trade Statistics, National Statistics Office.

(1) Includes (for 1998 to 2002) only Brunei, Indonesia, Malaysia, Singapore and
    Thailand.


(2) Includes only Malaysia, Singapore and Thailand.


(3) Excludes Hong Kong SAR.


     The United States accounted for, on average, 26.4% of total exports from
1999 to 2003. Japan accounted for, on average, 15.0% of Philippine exports from
1998 to 2003. Recognizing the danger of over-reliance on so few export markets,
the country has attempted to increase its exports to other countries,
particularly ASEAN countries. The Republic is a party to the ASEAN Free Trade
Agreement, which provides for reduced tariffs among ASEAN nations as well as
plans for intra-regional investments, industrial linkages and banking and
financial integration. The Republic's overall average trade-weighted tariff
rates declined from 5.0% in 2000 to 3.6% in 2003. By sector, average
trade-weighted tariff rates declined from 15.7% in 2000 to 10.3% in 2003 for
agricultural products, from 3.1% in 2000 to 2.9% in 2003 for mining products,
and from 3.9% in 2000 to 3.0% in 2003 for manufactures. Tariff rates currently
range from 0% to 65% for agricultural products, from 1% to 5% for mining
products and from 0% to 30% for manufactures.


     Imports of Goods.  The import data for 2000, 2001 and 2002 have been
revised. See "Balance of Payments -- Recent Revisions".

     For 2002, the value of imports of goods, as reported by the National
Statistics Office, has been adjusted from $33.5 billion to $35.4 billion. For
2001, the value of total imports of goods has been adjusted from $29.6 billion
to $33.1 billion. For 2000, the value of total imports of goods has been
adjusted from $31.4 billion to $34.5 billion.

                      IMPORTS OF GOODS BY COMMODITY GROUP

<Table>
<Caption>
                                                                                                   PERCENTAGE OF
                                                                                                   TOTAL IMPORTS
                                                                                                   -------------
                                                1999      2000      2001      2002       2003      1999    2003
                                               -------   -------   -------   -------   ---------   -----   -----
                                                               (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                                      
Raw materials and intermediate goods
  Unprocessed raw materials(1)...............  $ 1,517   $ 1,337   $ 1,368   $ 1,416    $ 1,335      4.9%    3.6%
  Semi-processed raw materials(2)............   11,083    13,825    13,585    13,376     13,234     36.1    35.3
                                               -------   -------   -------   -------    -------    -----   -----
  Total raw materials and intermediate
    goods....................................  $12,600   $15,163   $14,953   $14,792    $14,568     41.0%   38.9%
Capital goods................................   11,828    12,162    11,438    13,533     15,023     38.5    40.1
Consumer goods
  Durable....................................    1,093     1,070       947       981      1,155      3.6     3.1
  Non-durable................................    1,551     1,452     1,536     1,595      1,565      5.0     4.2
                                               -------   -------   -------   -------    -------    -----   -----
  Total consumer goods.......................  $ 2,644   $ 2,523   $ 2,483   $ 2,576    $ 2,720      8.6%    7.3%
Mineral fuels and lubricants.................    2,433     3,877     3,372     3,273      3,761      7.9    10.0
Other........................................    1,237       765       812     1,253      1,379      4.0     3.7
                                               -------   -------   -------   -------    -------    -----   -----
  Total......................................  $30,742   $34,491   $33,057   $35,427    $37,452    100.0%  100.0%
                                               =======   =======   =======   =======    =======    =====   =====
</Table>

- ---------------

Source: National Statistics Office.

(1) Includes wheat, corn, unmilled cereals excluding rice and corn, inedible
    crude materials and unmanufactured tobacco.

(2) Includes chemicals and chemical compounds, manufactured goods that are not
    capital or consumer goods, materials for the manufacture of electrical and
    electronic equipment and parts, and embroideries.

     In 1999, imports of goods totalled $30.7 billion. This represented an
increase of 4.1% from 1998. The increase was due mainly to an increase in
imports of electronics and components, minerals, fuel and lubricants.

     In 2000, imports of goods increased by 12.2% to $34.5 billion, compared to
a 4.1% increase in 1999. Most of the increase in reported imports from 1999 to
2000 can be attributed to the fact that the 2000 import figures

                                        40


were revised upwards by 9.9% in early 2003, whereas the 1999 figures have not
been revised. However, the growth was also due to higher imports of capital
goods, which rose by 2.8%, as well as the increase in imports of mineral fuel
and lubricants which grew by 59.4% following the increase in the average price
of petroleum crude in 2000 to $27.89 per barrel, from $16.31 per barrel in 1999.

     In 2001, imports of goods fell by 4.2% to $33.1 billion, a reversal of the
12.2% increase registered in 2000. This decline resulted primarily from the
reduction in imports of raw materials and intermediate goods and capital goods
used for exports and domestic production, as well as the reduced appetite for
foreign-made goods as a result of the weak peso.

     In 2002, imports of goods increased by 7.2% to reach $35.4 billion. Imports
of all major categories of goods except for semi-processed raw minerals and
mineral fuels and lubricants increased from 2001 to 2002. Of the total $35.4
billion in imports of goods, capital goods accounted for $13.5 billion, or
38.2%, raw materials and intermediate goods accounted for $14.8 billion, or
41.8%, mineral fuels and lubricants accounted for $3.3 billion, or 9.2%, and
consumer goods accounted for $2.6 billion, or 7.3%.


     Imports of goods, as reported by the National Statistics Office, were $37.4
billion for 2003, a 5.7% increase from 2002. The increase in imports was due
largely to the build-up of inventories of raw materials and oil products in
anticipation of a possible supply disruption in the Middle East, as well as an
increase in imports of electronic products.


     The following table sets out the sources of the Philippines' imports of
goods by country, reflecting import data revisions for 2000, 2001 and 2002. See
"Balance of Payments -- Recent Revisions".

                           IMPORTS OF GOODS BY SOURCE


<Table>
<Caption>
                                                                                         PERCENTAGE OF
                                                                                         TOTAL IMPORTS
                                                                                         -------------
                                      1999      2000      2001      2002       2003      1999    2003
                                     -------   -------   -------   -------   ---------   -----   -----
                                                     (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                            
Japan..............................  $ 6,136   $ 6,511   $   633   $ 7,233    $ 7,640     20.0%   20.4%
US.................................    6,365     6,411     6,411     7,286      7,389     20.7    19.7
ASEAN countries(1).................    4,248     5,203     4,837     5,421      5,262(2)  13.8    14.0
Hong Kong SAR......................    1,226     1,243     1,335     1,583      1,602      4.0     4.3
Saudi Arabia.......................      810     1,048       887     1,000      1,198      2.6     3.2
Taiwan.............................    1,614     2,255     1,970     1,783      1,860      5.3     5.0
South Korea........................    2,723     2,754     2,082     2,754      2,400      8.9     6.4
Australia..........................      757       817       645       575        491      2.5     1.3
Germany............................      801       371       792       708        926      2.6     2.5
People's Republic of China(3)......    1,040       786        75     1,252      1,793      3.4     4.8
Others.............................    5,023     6,692     7,490     5,832      6,891     16.3    18.4
                                     -------   -------   -------   -------    -------    -----   -----
  Total............................  $30,742   $34,491   $33,057   $35,427    $37,452    100.0%  100.0%
                                     =======   =======   =======   =======    =======    =====   =====
</Table>


- ---------------

Source: Foreign Trade Statistics, National Statistics Office. Economic Indices
and Indicators Division, Industry and Trade Statistics Department, Republic of
the Philippines.


(1) Includes (from 1999 to 2002) only Indonesia, Malaysia, Singapore and
    Thailand.



(2) Includes only Malaysia, Singapore and Thailand.


(3) Excludes Hong Kong SAR.

                                        41


     Services Trade.  The following table sets out the Republic's services trade
by sector compiled in accordance with the BPM5 framework for the periods
indicated.

                                 SERVICES TRADE

<Table>
<Caption>
                                                1999      2000      2001      2002      2003(1)
                                               -------   -------   -------   -------   ----------
                                                                 (IN MILLIONS)
                                                                        
TOTAL SERVICES TRADE.........................  $(2,712)  $(2,430)  $(2,050)  $(1,017)   $(1,227)
                                               =======   =======   =======   =======    =======
  Exports....................................    4,803     3,972     3,148     3,055      2,970
  Imports....................................    7,515     6,402     5,198     4,072      4,197
TRANSPORTATION...............................   (1,369)   (2,097)   (1,758)   (1,370)    (1,655)
                                               -------   -------   -------   -------    -------
  Exports....................................      575       891       659       630        581
  Imports....................................    1,944     2,988     2,417     2,000      2,236
  of which: Passenger........................     (117)      (73)     (237)     (302)      (268)
     Exports.................................       15       243        99        87         85
     Imports.................................      132       316       336       389        353
  of which: Freight..........................   (1,167)   (1,950)   (1,452)     (990)    (1,286)
     Exports.................................      428       481       380       444        416
     Imports.................................    1,595     2,431     1,832     1,434      1,702
  of which: Other............................      (85)      (74)      (69)      (78)      (101)
     Exports.................................      132       167       180        99         80
     Imports.................................      217       241       249       177        181
TRAVEL.......................................    1,246     1,129       494       869        832
                                               -------   -------   -------   -------    -------
  Exports....................................    2,554     2,134     1,723     1,740      1,464
  Imports....................................    1,308     1,005     1,229       871        632
COMMUNICATION SERVICES.......................     (307)      (79)      113       224        393
                                               -------   -------   -------   -------    -------
  Exports....................................      424       182       328       310        475
  Imports....................................      731       261       215        86         82
CONSTRUCTION SERVICES........................     (108)      (27)     (235)      (95)       (15)
                                               -------   -------   -------   -------    -------
  Exports....................................       58        97        64        28         50
  Imports....................................      166       124       299       123         65
INSURANCE SERVICES...........................      (30)      (96)      (75)     (247)      (252)
                                               -------   -------   -------   -------    -------
  Exports....................................       51        66        48        35         54
  Imports....................................       81       162       123       282        308
FINANCIAL SERVICES...........................     (250)     (389)      (42)      (13)         4
                                               -------   -------   -------   -------    -------
  Exports....................................       67        80        33        32         58
  Imports....................................      317       469        75        45         54
COMPUTER AND INFORMATION SERVICES............      (38)      (18)      (61)      (25)       (16)
                                               -------   -------   -------   -------    -------
  Exports....................................       57        76        22        21         25
  Imports....................................       95        94        83        46         41
ROYALTIES AND LICENSE FEES...................     (104)     (190)     (158)     (229)      (271)
                                               -------   -------   -------   -------    -------
  Exports....................................        6         7         1         1          2
  Imports....................................      110       197       159       230        273
</Table>

                                        42


<Table>
<Caption>
                                                1999      2000      2001      2002      2003(1)
                                               -------   -------   -------   -------   ----------
                                                                 (IN MILLIONS)
                                                                        
OTHER BUSINESS SERVICES......................   (1,672)     (595)     (320)     (139)      (232)
                                               -------   -------   -------   -------    -------
  Exports....................................      929       359       219       224        235
  Imports....................................    2,601       954       539       363        467
     Merchanting and other trade-related
       services..............................     (230)     (200)       16        29         (6)
       Exports...............................      186        59        24        35         11
       Imports...............................      416       259         8         6         17
     Operational leasing services............      (47)      (58)      (61)      (16)       (16)
       Exports...............................       15        23        10         7          7
       Imports...............................       62        81        71        23         23
     Misc. business, professional and
       technical services....................   (1,395)     (337)     (275)     (152)      (210)
       Exports...............................      728       277       185       182        217
       Imports...............................    2,123       614       460       334        427
     Personal, cultural and recreational.....      (81)      (87)      (42)      (10)        (5)
       Exports...............................       58        43        15         7         10
       Imports...............................      139       130        57        17         15
     Audio-visual and related................       (3)       (9)      (10)      (10)        (3)
       Exports...............................       14        15         6         6         10
       Imports...............................       17        24        16        16         13
     Other personal, cultural and
       recreational services.................      (78)      (78)      (32)        0         (2)
       Exports...............................       44        28         9         1          0
       Imports...............................      122       106        41         1          2
GOVERNMENT SERVICES..........................        1        19        34        18        (10)
                                               -------   -------   -------   -------    -------
  Exports....................................       24        37        36        27         16
  Imports....................................       23        18         2         9         26
</Table>

- ---------------

Source: Bangko Sentral.

(1) Provisional.

     In 1999, under the BPM5 framework, the services account recorded a net
outflow of $2.7 billion following higher service payments. Net outflows were
noted in transportation, communication, construction, insurance, financial,
computer and information, royalties and license fees, and other personal,
cultural and recreational services with the exception of travel services, which
recorded a net inflow of $1.2 billion.

     In 2000, the services trade account recorded a net outflow of $2.4 billion,
10.4% lower than the net outflow of $2.7 billion in 1999. This development was
due to lower net outflows in communication, construction, miscellaneous
business, professional and technical services, computer and information and
other trade-related services.

     In 2001, the services trade account recorded a net outflow of $2.1 billion,
15.6% lower than the $2.4 billion deficit recorded in 2000. The reduction in the
deficit from 2001 was due mainly to the lower net outflows in freight following
the decline in good imports, royalties and fees, financial services and other
business services. The reversal in communication services account from a net
outflow to a net inflow also contributed to the narrower deficit.


     In 2002, the services trade account recorded a net outflow of $1.0 billion,
50.4% lower than the level in the comparable period in 2001. The narrowing of
the deficit was triggered by lower net payments for transportation services,
construction services and miscellaneous business, professional and technical
services.


                                        43


Meanwhile, net receipts from travel services, which rose by 75.9% to $869
million, helped trim the net outflow in the services account. The lower travel
payments reflected in part the weaker peso and the Government program to promote
local tourism.


     In 2003, the trade-in-services account recorded a net outflow of $1.2
billion, an increase of 20.6% over a net outflow of $1.0 billion in 2002. The
higher outflow was due to a decrease in travel receipts, reflecting the slowdown
in the global economy, tension in the Middle East, the outbreak of SARS in East
Asia and domestic security concerns, as well as a rise in freight payments.


     Income.  The following table sets out the Republic's income compiled in
accordance with the BPM5 framework for the periods indicated. Prior to the
adoption of the BPM5 framework, income was included in services trade. Entries
with "zero" balances indicate either that there are no relevant transactions
during the period or that the Republic has not yet begun to track and record the
relevant entry.

                                     INCOME

<Table>
<Caption>
                                                1999      2000      2001      2002     2003(1)
                                               -------   -------   -------   -------   -------
                                                                (IN MILLIONS)
                                                                        
TOTAL INCOME.................................  $ 4,460   $ 4,437   $ 3,669   $ 4,490   $ 5,215
                                               =======   =======   =======   =======   =======
  Receipts...................................    8,082     7,804     7,804     7,446     8,415
  Disbursements..............................    3,622     3,367     3,367     3,456     3,200
COMPENSATION OF EMPLOYEES, INCL. BORDER,
  SEASONAL AND OTHER WORKERS.................    6,794     6,050     6,031     7,189     7,640
                                               -------   -------   -------   -------   -------
INVESTMENT INCOME............................   (2,334)   (1,613)   (2,362)   (2,699)   (2,425)
                                               -------   -------   -------   -------   -------
  Receipts...................................    1,288     1,754     1,121       757       775
  Disbursements..............................    3,622     3,367     3,483     3,456     3,200
  Direct investment income...................     (594)     (122)     (608)     (894)      599
     Receipts................................       35        57        10        15        13
     Disbursements...........................      629       179       618       909       612
     Income on equity........................     (554)      (66)     (527)     (872)     (538)
       Receipts..............................       35        57        10        15        13
       Disbursements.........................      589       123       537       887       551
       Dividends and distributed branch
          profits............................     (184)     (240)     (654)     (653)     (538)
          Receipts...........................       35        57        10        15        13
          Disbursements......................      219       297       664       668       551
       Reinvested earnings and undistributed
          branch profits.....................     (370)     (174)     (127)     (219)        0
          Receipts...........................        0         0         0         0         0
          Disbursements......................      370       174      (127)      219         0
     Income on debt (interest)...............       40       (56)      (81)      (22)      (61)
       Receipts..............................        0         0         0         0         0
       Disbursements.........................       40        56        81        22        61
  Portfolio investment income................     (622)     (571)     (545)     (744)     (796)
     Receipts................................      451       645       634       425       543
     Disbursements...........................    1,073     1,216     1,179     1,171     1,339
     Income on equity (dividends)............      (22)       (8)      (23)      (16)      (49)
       Receipts..............................       16         8         6         0         0
       Disbursements.........................       38        16        29       (16)      (49)
</Table>

                                        44


<Table>
<Caption>
                                                1999      2000      2001      2002     2003(1)
                                               -------   -------   -------   -------   -------
                                                                (IN MILLIONS)
                                                                        
     Income on debt (interest)...............     (600)     (563)     (522)     (728)     (747)
       Receipts..............................      435       637       628       425       543
       Disbursements.........................    1,035     1,200     1,150     1,153     1,290
       Bonds and notes.......................     (546)     (555)     (554)     (739)     (801)
          Receipts...........................      430       621       584       413       489
          Disbursements......................      976     1,176     1,138     1,152     1,290
       Monetary authorities..................      180       305       304       141       267
          Receipts...........................      266       443       417       297       417
          Disbursements......................       86       138       113       156       150
       General government....................     (575)     (586)     (642)     (701)     (716)
          Receipts...........................        0         0         0         0         0
          Disbursements......................      575       586       642       701      (716)
       Banks.................................       35         0         0         0         0
          Receipts...........................       35         0         0         0         0
          Disbursements......................        0         0         0         0         0
       Other sectors.........................     (186)     (274)     (216)     (179)     (352)
          Receipts...........................      129       178       167       116        72
          Disbursements......................      315       452       383       295       424
     Money market instruments................      (54)       (8)       32        11        54
       Receipts..............................        5        16        44        12        54
       Disbursements.........................       59        24        12         1         0
       Monetary authorities..................       (5)       (5)        0         0         0
          Receipts...........................        0         0         0         0         0
          Disbursements......................        5         5         0         0         0
       General government....................        0         0         0         0         0
          Receipts...........................        0         0         0         0         0
          Disbursements......................        0         0         0         0         0
       Banks.................................        0         0         0         0         0
          Receipts...........................        0         0         0         0         0
          Disbursements......................        0         0         0         0         0
       Other sectors.........................      (54)       (3)       32        11        54
          Receipts...........................        5        16        44        12        54
          Disbursements......................       59        19        12         1         0
     Other investment income.................   (1,118)     (920)   (1,209)   (1,061)   (1,030)
       Receipts..............................      802     1,052       477       317       219
       Disbursements.........................    1,920     1,972     1,686     1,378     1,249
       Monetary authorities..................      129       227       (31)      (21)       (7)
          Receipts...........................      313       472       232       116        78
          Disbursements......................      184       245       263       137        85
       General government....................     (873)     (789)     (724)     (621)     (410)
          Receipts...........................        0         0         0         0         0
          Disbursements......................      873       789       724       621       410
</Table>

                                        45



<Table>
<Caption>
                                                1999      2000      2001      2002     2003(1)
                                               -------   -------   -------   -------   -------
                                                                (IN MILLIONS)
                                                                        
       Banks.................................      (91)       56      (102)     (122)     (108)
          Receipts...........................      410       503       206       144       106
          Disbursements......................      501       447       308       266       214
       Other sectors.........................     (283)     (414)     (352)     (297)     (505)
          Receipts...........................       79        77        39        57        35
          Disbursements......................      362       491       391       354       540
</Table>


- ---------------

(1) Provisional


     In 2002, the surplus in the income account increased by 22.4% from its $3.7
billion mark for 2001 to reach $4.5 billion. In 2002, the investment income
account yielded a net outflow of $2.7 billion, which represented an increase of
14.3% from the net outflow recorded in 2001, as interest payments on portfolio
and other investments fell with the continued drop in global interest rates.


     Remittances from overseas Filipino workers amounted to $7.2 billion in
2002, an increase of 19.2% from 2001. The income account's recorded surplus of
$4.5 billion was propelled by the 2.8% rise in the number of overseas Filipino
workers, especially in the Middle East, Europe, and Asia. As the global economic
slowdown affects some of the countries where Filipinos are working, the
Government has intensified its marketing efforts to increase hiring of Filipinos
abroad.


     In 2003, the income account posted a net inflow of $5.2 billion, a 16.1%
increase from 2002. Remittances from overseas Filipino workers reached $7.6
billion in 2003, an increase of 6.3% from 2002. Overall, receipts in the income
account were up 5.9% for the year, while payments were down 7.4%.


  Capital and Financial Account

     Since the implementation of the BPM5 framework, the Capital and Financial
Account is now divided into three categories: direct investments, portfolio
investments and other investments. The following table sets out the Republic's
direct investments compiled in accordance with the BPM5 framework for the
periods indicated. Entries with "zero" balances indicate either that there are
no relevant transactions during the period or that the Republic has not yet
begun to track and record the relevant entry.

                                        46


                               DIRECT INVESTMENTS


<Table>
<Caption>
                                                     1999     2000     2001     2002      2003
                                                    ------   ------   ------   ------   ---------
                                                                    (IN MILLIONS)
                                                                         
TOTAL DIRECT INVESTMENTS..........................  $1,754   $1,453   $1,142   $1,733     $161
                                                    ======   ======   ======   ======     ====
ASSETS: RESIDENTS' INVESTMENTS ABROAD.............     (29)    (108)    (160)      59      158
                                                    ------   ------   ------   ------     ----
  Equity capital..................................     (45)     (95)    (162)      51      130
     Claims on affiliated enterprises.............     (45)     (95)    (162)      51      130
       Placements.................................      63       46       33       54      147
       Withdrawals................................     108      141      195        3       17
     Liabilities to affiliated enterprises........       0        0        0        0        0
  Reinvested earnings.............................       0        0        0        0        0
  Other capital...................................      16      (13)       2        8       28
LIABILITIES: NON-RESIDENTS' INVESTMENTS IN THE
  PHILIPPINES.....................................   1,725    1,345      982    1,792      319
                                                    ------   ------   ------   ------     ----
  Equity capital..................................   1,145    1,024      628    1,467      226
     Liabilities to direct investors..............   1,145    1,024      628    1,467      226
       Placements.................................   1,267    1,209      697    1,497      808
       Withdrawals................................     122      185       69       30      582
  Reinvested earnings.............................     370     (174)    (127)     219        0
     Other capital................................     210      495      481      106       93
     Claims on direct investors...................       0        0        0        0        0
  Liabilities to direct investors.................     210      495      481      106       93
</Table>


- ---------------

Source: Bangko Sentral.

     The following table sets out the Republic's portfolio investments compiled
in accordance with the BPM5 framework for the periods indicated. Entries with
"zero" balances indicate either that there are no relevant transactions during
the period or that the Republic has not yet begun to track and record the
relevant entry.

                             PORTFOLIO INVESTMENTS


<Table>
<Caption>
                                                   1999      2000      2001     2002     2003
                                                  -------   -------   ------   ------   ------
                                                                 (IN MILLIONS)
                                                                         
TOTAL PORTFOLIO INVESTMENTS.....................  $ 6,874   $   207   $1,050   $1,122   $ (706)
                                                  =======   =======   ======   ======   ======
ASSETS: RESIDENTS' INVESTMENTS ABROAD...........      807       812      399      449    1,586
                                                  -------   -------   ------   ------   ------
  Equity securities.............................       55        42        4       26       43
  Debt securities...............................      752       770      395      423    1,543
     Banks......................................      319       363      341      341      694
     Other sectors..............................      433       407       54      115      849
LIABILITIES: NON-RESIDENTS' INVESTMENTS IN THE
  PHILIPPINES...................................    7,681     1,019    1,449    1,571      880
                                                  -------   -------   ------   ------   ------
  Equity securities.............................    1,410      (183)     383      404      457
  Debt securities...............................    6,271     1,202    1,066    1,167      423
     Monetary authorities.......................    1,158        88       11       55     (149)
     General Government.........................    2,912     2,223      950      999    1,273
     Banks......................................    1,031       326      239     (336)    (185)
     Other sectors..............................    1,170    (1,435)    (134)     449     (516)
</Table>


- ---------------

Source: Bangko Sentral.

                                        47


     The following table sets out the Republic's other investments compiled in
accordance with the BPM5 framework for the periods indicated. Entries with
"zero" balances indicate either that there are no relevant transactions during
the period or that the Republic has not yet begun to track and record the
relevant entry.

                               OTHER INVESTMENTS


<Table>
<Caption>
                                                1999      2000      2001      2002      2003
                                              --------   -------   -------   -------   -------
                                                               (IN MILLIONS)
                                                                        
TOTAL OTHER INVESTMENTS.....................  $(10,953)  $(5,817)  $(3,260)  $(4,480)  $(4,795)
                                              ========   =======   =======   =======   =======
ASSETS: RESIDENTS' INVESTMENTS ABROAD.......    18,639    15,313    13,898    13,165    13,307
                                              --------   -------   -------   -------   -------
  Trade credits(1)..........................    16,381    17,401    13,774    12,820    12,510
  Loans(2)..................................       257    (1,307)      830       359      (243)
  Currency and deposits.....................     2,276      (759)     (509)      216       572
     Banks..................................       959      (936)   (1,098)     (490)     (734)
     Other sectors..........................     1,317       177       589       706     1,306
  Other assets(3)...........................      (275)      (22)     (197)     (230)      468
LIABILITIES: NON-RESIDENTS' INVESTMENTS IN
  THE PHILIPPINES...........................     7,686     9,496    10,638     8,685     8,512
                                              --------   -------   -------   -------   -------
  Trade credits(1)..........................     9,958    10,260    10,981     9,953     9,667
  Loans.....................................       575       354       178      (225)     (710)
     Monetary authorities...................         0        51       177       (40)      201
       Drawings(4)..........................         0       105       117       118       331
       Repayments(4)........................         0        54        50       158       130
     General Government.....................       340      (125)       16      (131)     (154)
       Drawings(4)..........................     1,465       933       931       870     1,067
       Repayments(4)........................     1,125     1,058       915     1,001     1,221
     Banks(5)...............................       626      (250)     (647)      920        68
     Other sectors..........................      (391)      678       692      (974)     (825)
       Long-term............................      (494)      952       916      (780)     (940)
          Drawings..........................     2,610     2,428     3,142     1,030     1,232
          Repayments........................     3,104     1,476     2,226     1,810     2,172
       Short-term...........................       103      (274)     (224)     (194)      115
  Currency and deposits(6)..................    (2,629)   (1,286)      401    (1,112)     (335)
  Other Liabilities(7)......................      (218)      168      (922)       69       (90)
</Table>


- ---------------

Source: Bangko Sentral.

(1) All trade credits are short-term credits in non-governmental sectors.

(2) All loans are bank loans.

(3) All other assets are bank assets.

(4) Long-term loans.

(5) Short-term loans.

(6) All bank currency and deposits.

(7) All short-term bank liabilities.

                                        48


     Domestic macroeconomic policies and structural reforms have significantly
affected the flow of foreign investment into the Philippines. The Foreign
Investment Act of 1991, as amended, introduced a more favorable investment
environment to the Philippines. The act permits foreigners to own 100% of
Philippine enterprises, except in certain specified areas included in a
"negative list" with respect to which the Constitution or applicable statute
limits foreign ownership, generally to a maximum of 40% of the enterprise's
equity capital. The Constitution also prohibits foreign ownership in certain
sectors, such as the media.

     In 1999, net investment inflows declined by 29.4% to $1.2 billion compared
to $1.7 billion in 1998. In 1999, under the BPM5 framework, a net outflow of
$2.3 billion was registered in the capital and financial account due to the net
outflow of $11.0 billion in the other investment accounts. The continued inflows
of direct and portfolio investments, on the other hand, cushioned the impact of
these outflows.

     In 2000, under the BPM5 framework the net outflow in the capital and
financial account reached $4.1 billion, an increase of 76.6% from the net
outflow of $2.3 billion recorded in 1999. However, sustained net inflows of both
direct and portfolio investments mitigated the contraction in the capital and
financial account.

     In 2001, the capital and financial account registered a net outflow of $1.1
billion, an 73.8% improvement from the net outflow of $4.1 billion recorded in
2000. The direct investment account posted a sustained net inflow, while the
portfolio investment account gained strength as it made a turnaround to a net
inflow of $1.1 billion in 2001. Meanwhile, the cumulative net outflow in the
other investment account of $3.3 billion was 43.1% lower than the $5.8 billion
in 2000.


     In 2002, the net outflow in the capital and financial account reached $1.6
billion (including a net outflow of $19 million from the capital account). The
slight increase in the net inflow in the portfolio investment account to $1.12
billion from a net inflow of $1.05 billion in 2001 (due to success in the
capital markets of the government and GOCCs) dampened the negative impact of the
higher net outflow of other investment and the lower net inflow of direct
investments.



     In 2003, the net outflow in the capital and financial account was $5.3
billion, compared to a net outflow of $1.6 billion net outflow in 2002. This
increased net outflow was due to the increased net outflow of other investments
and the reversal in net portfolio investments from a net inflow to net outflow,
reflecting a weakened global economy and the higher net repayment of loans.



     The direct investment account posted a net inflow of $161 million in 2003,
a decline from the net inflow of $1.7 billion in 2002. This decline was the
result of the decline in non-residents' investment in equity capital and the
decline in new capital in 2003, including a divestment by a significant foreign
investor and the deferral of several approved investments.



     Portfolio investments in 2003 recorded a net outflow of $706 million, a
reversal from the net inflow of $1.1 billion in 2002. Non-residents' investments
in debt securities contracted during this period, due to investors' concerns
over geopolitical uncertainties. The repayment of bonds and residents' purchases
of foreign-issued debt in the secondary market also contributed to the weaker
portfolio investment account.


     In 2003 the other investment account posted a $4.8 billion net outflow,
slightly higher than the $4.5 billion outflow for 2002. The larger net outflow
resulted from the higher net repayment of loans by banks, the national
Government and private companies.


     Over the past few years, the Government has undertaken a number of programs
to encourage capital investment, including introducing build-operate-transfer
programs, reforming the legal regimes governing foreign investment and the
foreign exchange payment system and restructuring the tariff regime.



     The Republic's Board of Investments coordinates with national agencies and
local Governments on investment policies and procedures and establishes and
administers annual investment priority plans to promote certain sectors of the
economy by providing special investment incentives to specific industries. The
Government's 2004 Investments Priorities Plan is working to sustain globally
competitive industries as a means to generate jobs, provide food and deliver
basic services.


                                        49


     In March 2000, the Retail Trade Liberalization Act was enacted. The law
aims to promote efficiency and competition among domestic industries and foreign
competitors and better service and lower prices for consumers. Prior to its
enactment, only citizens of the Philippines and corporations wholly owned by
Filipino citizens could own a retail business in the Philippines. Under the law,
a foreigner is allowed to own 100% of a retail business in the Philippines
provided it makes an investment of at least $7.5 million in the Philippines. If
a foreigner makes an investment of between $2.5 million to $7.5 million, the
foreigner is allowed to own up to 60% of the retail business in the Philippines
for the first two years.

     The following table sets out foreign investment in the Philippines
registered with Bangko Sentral by sector.

                     FOREIGN EQUITY INVESTMENTS REGISTERED
                         WITH BANGKO SENTRAL BY SECTOR

<Table>
<Caption>
                                                1999       2000      2001      2002       2003
                                              --------   --------   ------   --------   --------
                                                                (IN MILLIONS)
                                                                         
Banks and other financial institutions......  $  258.3   $  483.9   $476.4   $  153.0   $  530.5
Manufacturing...............................   1,049.1      171.7    262.9      943.1      215.2
Mining......................................      27.3      239.5     66.2      114.6      138.8
Commerce and real estate....................     166.3       62.3     23.2       26.6       57.7
Services....................................      16.7        5.2      8.4       21.5       11.7
Public utilities............................     552.5      423.5     20.6      131.8      433.5
Others(1)...................................      36.5       12.2      0.2       40.9      100.8
                                              --------   --------   ------   --------   --------
Total investments...........................  $2,106.7   $1,398.2   $857.8   $1,431.5   $1,488.2
                                              ========   ========   ======   ========   ========
</Table>

- ---------------

Source: International Operations Department, Bangko Sentral.

(1) Includes construction and agriculture, fishery and forestry.

 INTERNATIONAL RESERVES

     The following table sets out the gross international reserves of Bangko
Sentral, compiled in a manner consistent with the revised balance of payments
framework and the treatment of IMF accounts in the monetary survey published in
the IMF's International Financial Statistics.

                 GROSS INTERNATIONAL RESERVES OF BANGKO SENTRAL


<Table>
<Caption>
                                                                                         AS OF
                                                   AS OF DECEMBER 31,                  MARCH 31,
                                     -----------------------------------------------   ---------
                                     1999(1)   2000(2)   2001(3)    2002      2003      2004(4)
                                     -------   -------   -------   -------   -------   ---------
                                      (IN MILLIONS, EXCEPT MONTHS AND PERCENTAGES)
                                                                     
Gold(5)............................  $ 1,782   $ 1,973   $ 2,216   $ 3,036   $ 3,408    $ 3,317
SDRs...............................       19         2        14        10         2          2
Foreign investments(6).............   12,881    12,371    12,786    12,570    12,782     12,366
Foreign exchange...................      222       565       520       437       544        492
Reserve position in the IMF(7).....      120       113       109       118       130        129
                                     -------   -------   -------   -------   -------    -------
Total..............................  $15,024   $15,024   $15,645   $16,171   $16,866    $16,306
                                     =======   =======   =======   =======   =======    =======
Total as number of months of
  imports of goods and services....      4.5       4.2       4.6       4.7       4.7        4.5
Total as a % of short-term debt
  Original maturity................    303.6%    273.4%    260.8%    290.9%    273.0%     267.1%
  Residual maturity................    187.5     163.5     143.2     142.0     145.6      143.7
</Table>


                                        50


- ---------------

Source: International Operations Department, Bangko Sentral.

(1) Represents official figures from Bangko Sentral's Treasury Department under
    the old system, which did not treat monetary gold (that is, gold available
    to monetary authorities for use in foreign exchange and other financial
    transactions) under the swap arrangements as part of gross international
    reserves.

(2) Beginning January 2000, a new system was adopted, revising the treatment of
    monetary gold under swap arrangements, including it as part of gross
    international reserves. For purposes of comparison with 2000 data, the
    revised treatment of monetary gold (that is, gold available to monetary
    authorities for use in foreign exchange and other financial transactions)
    under the swap arrangements would have resulted in an upward adjustment of
    the gross international reserves level as of December 31, 1999 to $15,107
    million.


(3) Beginning January 2001, Bangko Sentral has revised data on gross
    international reserves to treat offshore banking units as resident entities
    (rather than non-resident entities) in accordance with BPM5. Data for
    previous years is also subject to revision to reflect the change in
    treatment of offshore banking units.



(4) Preliminary.



(5) Of these amounts, 83.3% in 1999 served as collateral for gold-backed loans.
    Under the new accounting system adopted in 2000, 82.9% of the amount as of
    December 31, 2000, 85.7% as of December 31, 2001, 62.6% as of December 31,
    2002 and 62.5% as of December 31, 2003 served as collateral for gold-backed
    loans and gold swap arrangements.



(6) Consists of time deposits, investments in securities issued or guaranteed by
    government or international organizations and repurchase agreements.



(7) The reserve position in the IMF is an off-balance sheet item and is recorded
    by Bangko Sentral's Treasury Department as a contingent asset with a
    matching contingent liability.


     The gross international reserves controlled by Bangko Sentral constitute
substantially all of the Philippines' official international reserves.

     Bangko Sentral occasionally enters into options with respect to gold,
foreign exchange and foreign securities for purposes of managing yield or market
risk. It also enters into financial swap contracts to optimize yield on its gold
reserves.

     In 1999, gross international reserves increased significantly to reach
$15.0 billion as of the end of 1999, equivalent to 4.5 months of imports of
goods and payment of services and income. The increase in reserve level was due
to higher public sector borrowing, renewed private capital flows and stronger
external trade performance. Among other reasons, the reserve level was increased
by the Republic's $1.2 billion global bond offerings in January and February
1999, $350 million eurobond offering in March 1999, $292 million global bond
offering in October 1999 and $400 million re-opening of its 2019 bonds in
December 1999. Further, the IMF disbursed $130 million under the stand-by
facility in March 1999 and $214 million in July 1999. In June 1999, the Republic
refinanced the $610 million syndicated loan facility it obtained in 1998 with
three-year fixed and floating rate notes and, in December 1999, the Republic
completed a $260 million eurobond offering to partially refinance the $610
million one-year loan.

     In January 2000, Bangko Sentral revised its method of accounting for
international reserves at the recommendation of the IMF. Under the previous
accounting system, a gold swap transaction was treated as a sale of gold which
reduced the amount of gold holdings. Under the revised system, a gold swap
transaction is treated as a loan transaction collateralized by gold that remains
a part of the international reserves. In addition, under the revised system, the
accrued interest payable on Bangko Sentral's short-term liabilities is netted
out of gross international reserves when calculating net international reserves,
reducing the level of net international reserves.

     As of December 31, 2000, gross international reserves stood at $15.0
billion, equivalent to 4.2 months of imports of goods and payment of services
and income. Major sources of foreign exchange inflows in 2000 were the
Republic's $1.6 billion Yankee bond offering in March, a $500 million Bangko
Sentral syndicated loan in April, a Y35 billion Samurai bond offering and a $400
million syndicated loan in October, a $200 million private placement of
Yen-denominated eurobonds in November and a $200 million private placement of
eurobonds in December. These inflows were partially offset by a decline in
portfolio investments by non-residents from their 1999 levels. As of December
31, 2000, net international reserves totalled $11.3 billion, compared to $11.8
billion as of December 31, 1999 (after adjustment for the BPM5 framework).

     As of December 31, 2001, gross international reserves rose to $15.6
billion. The increase in gross international reserves during the year 2001 was
attributed mainly to foreign exchange inflows arising from
                                        51


various foreign loans and bond flotations. The various loans and bond flotations
include, among others, the Republic's $199 million Floating Rate Notes due 2004;
the Republic's $100 million Facility Loan Agreement; the Republic's $220 million
cross currency swap; the Republic's $119 million Treasury Bills to pre-fund the
Government's 2002 requirements; the Asian Development Bank ("ADB") Non-Bank
Financial Program Loan of $75 million; the ADB Power Sector Loan of $100
million; the Republic's $444 million Fixed Rate Bonds due 2006; the Republic's
Shibosai $365 million Fixed Rate Guaranteed Bonds due 2011; Bangko Sentral's
$740 million 3-year Term Loan Facility; Bangko Sentral's $200 million Floating
Rate Notes due 2003; Bangko Sentral's $550 million 9% Notes due 2005 and Bangko
Sentral's $700 million loan from other foreign financial institutions. The
impact of these inflows was partly mitigated by the servicing of foreign
exchange requirements of the Government and Bangko Sentral. Net international
reserves totaled $11.4 billion as of December 31, 2001.

     Bangko Sentral's gross international reserves rose to $16.2 billion as of
December 31, 2002. This was a 3.3% increase as compared to the level at the end
of December 2001 of $15.7 billion. The increase in gross international reserves
during the period was due mainly to foreign exchange inflows in the form of
foreign loans and bond issuances by the Treasury. However, these were partly
offset by outflows to meet the foreign exchange requirements of Bangko Sentral
and the Republic. At December 31, 2002, Bangko Sentral's gross international
reserves were adequate to cover 4.7 months' worth of imports of goods and
payment of services and income. The level of reserves was 2.9 times the amount
of the country's short-term external debt based on original maturity or,
alternatively, 1.4 times the amount of short-term external debt based on
residual maturity. In 2002, the majority of reserves consisted of foreign
investments (77.7%), while the balance consisted of gold (18.8%), foreign
exchange (2.8%), and combined SDRs and reserve position in the IMF (0.7%).
Reserves (other than gold) were held in the following foreign currencies: US
dollars (92.0%), Japanese yen (3.7%), pounds sterling (1.7%) and the balance
(2.6%) in other foreign currencies.


     As of December 31, 2003, gross international reserves were $16.9 billion,
4.3% higher than the end-December 2002 level of $16.2 billion. The increase was
largely due to the Government's pre-funding of some of its 2004 financing
requirements. The gross international reserves remained broadly above the $16.0
billion mark throughout the year on account of major inflows from the following
sources: deposit by the Government of the proceeds from bond and note issuances
and other borrowings; loan availments by the BSP; and investment income.
Reserves were used mainly to service the Government's maturing foreign debt
obligations as well as the BSP's own foreign exchange requirements. A large part
of reserves was in the form of foreign investments (75.8%), with the balance in
gold (20.2%), foreign exchange (3.2%) and combined SDRs and reserve position in
the IMF (0.8%). By currency composition of reserves (excluding gold), 83.8% were
in US dollars, 8.2% in euros, 5.0% in Japanese yen, 1.8% in pounds sterling and
1.2% in other foreign currencies.



     Gross international reserves as of December 31, 2003 were adequate to cover
4.7 months of imports of goods and payments of services and income.
Alternatively, gross international reserves were adequate to cover 2.9 times the
Republic's short-term external obligations based on original maturity or 1.5
times the Republic's short-term external obligations based on residual maturity.


     Net international reserves, as defined by Bangko Sentral, excludes from
gross international reserves both short-term foreign exchange liabilities and
IMF credits. Bangko Sentral's net international reserves stood at $13.9 billion
as of December 31, 2003, higher than the $12.8 billion as of December 31, 2002.


     The Republic's gross international reserves stood at $16.3 billion as of
end-March 2004, lower than the $16.9 billion level of reserves as of
end-December 2003. Reserves declined from December 2003 because of debt service
requirements of the Government and Bangko Sentral.



     Gross international reserves as of end-March 2004 were adequate to cover
4.5 months of imports of goods and payments of services and income.
Alternatively, gross international reserves were adequate to cover 2.7 times the
Republic's short-term external obligations based on original maturity or 1.4
times the Republic's short-term external obligations based on residual maturity.



     The Republic's net international reserves stood at $13.6 billion as of
end-March 2004, lower than the $13.9 billion as of end-December 2003.


                                        52


     The preceding figures were not affected by the revised import data reported
by the inter-agency task force on the balance of payments. See "Balance of
Payments -- Recent Revisions".

MONETARY SYSTEM

     MONETARY POLICY.  In 1993, the Government established Bangko Sentral, the
Republic's central bank, pursuant to the New Central Bank Act. Bangko Sentral
replaced the old Central Bank of the Philippines, which had incurred substantial
deficits in connection with:

     - quasi-fiscal activities, including entering into foreign exchange forward
       cover contracts and swaps with certain banks and Government corporations
       and assuming the foreign exchange liabilities of certain Government and
       private corporations during the Philippines' foreign exchange crisis in
       the early 1980s;

     - development banking and financing; and

     - open market operations financed by the issuance of domestic securities at
       high interest rates.

     Bangko Sentral functions as an independent central monetary authority
responsible for policies in the areas of money, banking and credit, as
authorized under the New Central Bank Act. The New Central Bank Act prohibits
Bangko Sentral from engaging in quasi-fiscal activities, commercial banking or
development banking or financing. Additionally, Bangko Sentral does not engage
in any commercial banking activities.

     Bangko Sentral's primary objectives are to maintain price stability,
monetary stability and the convertibility of the peso. To achieve its price
stability objective, Bangko Sentral undertakes monetary management mainly
through adjustments to policy rates and the conduct of open market operations,
including the purchase and sale of Government securities, rediscounting
transactions and adjustments in reserve requirements.

     Bangko Sentral's functions include:

     - conducting monetary policy;

     - issuing the national currency;

     - managing foreign currency reserves;

     - acting as depository for the Government, its political subdivisions and
       instrumentalities and Government-owned corporations; and

     - regulating banks and quasi-banks in the Philippines.

     The Government owns all of the capital stock of Bangko Sentral. A seven
member Monetary Board, comprised of Bangko Sentral's Governor, a member of the
Cabinet designated by the President and five full-time private sector
representatives, governs Bangko Sentral. The President appoints each of the
seven Monetary Board members, except the Cabinet representative, to six-year
terms.


     Philippine law requires Bangko Sentral to maintain a net positive foreign
asset position. As of December 31, 2003, Bangko Sentral had total assets of
P1,358.3 billion, of which international reserves accounted for P930.6 billion.
Bangko Sentral's remaining assets consist mainly of foreign exchange
receivables, loans and advances and Government securities, and its liabilities
consist mainly of deposits of financial institutions, the Government and
Government-owned corporations and foreign liabilities in the form of loans and
bonds payable.


                                        53


     MONEY SUPPLY.  The following table presents certain information regarding
the Philippines' money supply:

                                  MONEY SUPPLY


<Table>
<Caption>
                                                                                           AS OF
                                                  AS OF DECEMBER 31,                    FEBRUARY 29,
                                 ----------------------------------------------------   ------------
                                   1999       2000       2001       2002       2003       2004(1)
                                 --------   --------   --------   --------   --------   ------------
                                                (IN BILLIONS, EXCEPT FOR PERCENTAGES)
                                                                      
M1(2)
Currency in circulation........  P  218.5   P  192.3   P  194.7   P  220.0   P  238.6     P  213.7
Current account deposits.......     175.6      194.7      193.3      250.0      271.7        269.4
                                 --------   --------   --------   --------   --------     --------
Total..........................     394.1      387.0      388.0      470.1      510.3        483.2
  percentage increase
     (decrease)................        40%      (1.8)%      0.3%      21.2%       8.6%         9.2%
M2(3)..........................  P1,357.9   P1,423.2   P1,521.1   P1,666.3   P1,721.5     P1,688.2
  percentage increase..........      19.3%       4.8%       6.9%       9.6%       3.3%         4.4%
M3(4)..........................  P1,365.1   P1,427.0   P1,525.0   P1,669.7   P1,725.0     P1,691.7
  percentage increase..........      19.3%       4.6%       6.8%       9.5%       3.3%         4.4%
</Table>


- ---------------

Source: Bangko Sentral, Department of Economic Research.

(1) Preliminary.

(2) Consists of currency in circulation and demand deposits.

(3) Consists of M1, savings deposits and time deposits.

(4) Consists of M2 and deposit substitutes.


     The Republic's money supply, as measured by domestic liquidity (M3), was
P1.7 trillion as of December 31, 2003, a 3.3% increase from December 31, 2002.
This rate of growth in money supply was lower than the 9.5% growth from December
31, 2001 to December 31, 2002. The decrease in growth through December 2003 was
attributed to the continuing effects of the increase in the liquidity reserve
requirement for banks, the removal of the tiering scheme on banks' placements
under the Bangko Sentral's Reverse Repurchase Facility, and a shift in deposits
from peso accounts to foreign currency accounts.



     The Republic's money supply, as measured by domestic liquidity (M3),
remained at approximately P1.7 trillion as of end-February 2004.


     The following table presents information regarding domestic interest and
deposit rates.

                      DOMESTIC INTEREST AND DEPOSIT RATES

<Table>
<Caption>
                                                       1999    2000    2001    2002    2003    2004(1)
                                                       -----   -----   -----   -----   -----   --------
                                                        (WEIGHTED AVERAGES IN PERCENTAGES PER PERIOD)
                                                                             
91-day Treasury bill rates...........................  10.2     9.9     9.9     5.4     6.0       6.4
90-day Manila Reference rate(2)......................  10.1     8.8    10.1     6.4     9.8      10.4
Bank average lending rates(3)........................  11.8    10.9    12.4     8.9     9.5       9.4
</Table>

- ---------------

Source: Bangko Sentral, Department of Economic Research.

(1) First three months.

(2) Based on promissory notes and time deposit transactions of sample commercial
    banks.

(3) Starting in January 2002, monthly rates reflect the annual percentage
    equivalent of all commercial banks' actual monthly interest income on
    peso-denominated loans to the total outstanding levels of their
    peso-denominated demand/time loans, bills discounted, mortgage contract
    receivables and restructured loans.

                                        54


     MONETARY REGULATION

     In 1999, as Asian economies recovered more fully from the 1997 financial
crisis, Bangko Sentral adopted measures to reduce inflation and lower interest
rates. In particular, Bangko Sentral decreased the liquidity reserve requirement
from 5% to 4% in April 1999 in order to lower bank intermediation costs and
thereby reduce the banks' domestic lending rates. As the inflation rate eased
from 11.5% in January 1999 to 6.7% for the full-year 1999, Bangko Sentral
gradually reduced its overnight borrowing rate from 13.375% at the start of the
year to 8.75% at the end of the year, and reduced its overnight lending rate
from 15.375% at the start of the year to 12.0% at the end of the year. This was
followed by a reduction in bank lending rates, from a range of 18.1% to 21.5% in
1998 to a range of 12.6% to 16.0% in 1999. The 91-day Treasury bill rate
declined steadily from 13.2% in January to 8.4% in August, before rising again
to 8.9% in December amid uncertainty over potential Y2K disruption.

     In 2000, Bangko Sentral sought to encourage price stability in the face of
threats to the Philippine economy, including a growing fiscal deficit, political
uncertainty related to the impeachment trial of former President Estrada,
renewed fighting with rebel groups and instability in oil prices. The average
inflation rate in 2000 declined to 4.4% from the 1999 average rate of 6.7%;
however, inflation rose in the second half of 2000 to reach 6.7% in December
2000, largely because of a sharp decline in the value of the peso and the
tightened monetary policy of the US Federal Reserve. To help contain inflation,
in October 2000, Bangko Sentral increased the overnight borrowing rate and the
overnight lending rate (the "policy rates") to 15.0% and 17.25%, respectively,
from 8.75% and 11% in January 2000. In October 2000, Bangko Sentral also
increased banks' liquidity reserve requirements by 4 percentage points to curb
speculation in the foreign exchange market. As a result of these tightening
moves, the average 91-day Treasury bill rate rose from 8.9% in January to 15.8%
in November. The temporary tightening measures also helped to slow the growth in
the inflation rate and stabilize the foreign exchange market. In December 2000,
Bangko Sentral began a gradual easing of the monetary policy stance by reducing
the policy rates by a total of 150 basis points to 13.5% and 15.75% from the
October 2000 levels of 15.0% and 17.25%. This induced a decline in interest
rates, with the 91-day Treasury bill rate falling to 13.6% in December 2000.

     In the first part of 2001, Bangko Sentral policy generally accommodated the
gradual slowdown in inflation while also seeking to ensure adequate liquidity.
From January to May 2001, Bangko Sentral reduced policy rates by a total of 450
basis points. These rates remained unchanged from May 18 to October 4, 2001. In
July and August 2001, Bangko Sentral raised banks' liquidity reserve requirement
from 7% to 11%, and also reduced, from $10,000 to $5,000, the amount of US
currency an individual could buy over-the-counter from banks without
documentation. The measures were intended to siphon excess liquidity in the
economy that could lead to higher inflation or be used to speculate on the peso.
In another measure to help ease pressure on the peso, the tiering system on
banks' overnight placements with Bangko Sentral (initially adopted in June 2000)
was temporarily removed in August 2001.

     In the months following the terrorist attacks of September 11, 2001, the
Bangko Sentral made no major changes to monetary policy, but continued to
encourage bank lending and economic growth. In November 2001, the tiering
structure for banks' overnight placements with Bangko Sentral was put back into
place, and in December 2001, the rates under the tiering structure were modified
to 7.75% for placements of up to P5 billion, 5.75% for the next P5 billion, and
3.75% for placements in excess of P10 billion. Bangko Sentral further reduced
policy rates in the fourth quarter of 2001, resulting in a cumulative reduction
of 575 basis points from December 2000. The reduction in policy rates in
December was accompanied by a two percentage point reduction in banks' liquidity
reserve requirements intended to encourage a further reduction in market
interest rates. At the end of 2001, the overnight borrowing rates and lending
rates stood at 7.75% and 10.0%, respectively. Also, by December 2001, the 91-day
Treasury bill rate had declined to a monthly average of 8.9% from a monthly
average of 13.6% in December 2000.

     During the first three months of 2002, Bangko Sentral reduced policy rates
a total of 75 basis points to 7.0% and 9.25% for the overnight borrowing and
lending rates, respectively. These were the lowest levels in the central bank's
policy rates in 10 years. In January 2002, Bangko Sentral also reduced the
liquidity reserve requirement by 2 percentage points to 7.0%, a move which
restored liquidity reserves to their pre-July 2001

                                        55


level. In March 2002, the tiered rates for banks' overnight placements with
Bangko Sentral were lowered to 7.0% for placements of up to P5 billion, 4.0% for
the next P5 billion, and 1.0% for placements in excess of P10 billion. To induce
banks to channel the additional liquidity into lending for productive
activities, the tiering scheme was also modified to cover placements in special
deposit accounts.

     During the last nine months of 2002, Bangko Sentral kept policy rates
unchanged. Although the inflation rate declined to its lowest level since 1987,
monetary authorities recognized inflationary risks stemming from the
Government's increased fiscal deficit and instability in the Middle East. At the
end of 2002, the overnight borrowing and lending rates remained unchanged from
March 2002 at 7.0% and 9.25%, respectively. By December 2002, the 91-day
Treasury bill rate had declined further to an average of 5.2% from an average of
8.9% in December 2001.


     In 2003, Bangko Sentral has pursued a monetary policy targeting inflation.
The 2003 inflation of 3.1% was below the Government's target for 2003 of
4.5%-5.5%. On March 17, 2003, in a measure intended to increase liquidity in the
credit markets, Bangko Sentral approved guidelines that would allow local banks
to issue US-dollar denominated unsecured subordinated debt, in addition to such
debt denominated in pesos. On March 20, 2003, Bangko Sentral removed the tiering
structure to avoid inflationary risks caused by a decline in the relative value
of the peso. Also, on March 21, 2003, Bangko Sentral raised banks' liquidity
reserve requirement to 8.0%. On July 2, 2003, Bangko Sentral lowered its policy
rates by 25 basis points to 6.75%, their lowest levels since 1992. At the same
time, the tiered rates for banks' overnight placements with Bangko Sentral were
reinstated as follows: 6.75% for placements of up to P5 billion, 3.75% for the
next P5 billion, and 0.75% for placements in excess of P10 billion. However, on
August 28, 2003, Bangko Sentral again removed the tiering structure on rates for
overnight placements. The overnight borrowing and lending rates currently stand
at 6.75% and 9.0%, respectively.


     With effect from February 6, 2004, to address the potential inflationary
impact of volatility in the foreign exchange market, Bangko Sentral increased
the liquidity reserve requirement to 10 percent.


     In recent months, domestic market interest rates increased slightly on
concerns over political uncertainties related to the May 2004 election. The
91-day Treasury bill rate was at 7.616% during the March 15, 2004 auction,
higher than the average of 6.0% in 2003 and 5.4% in 2002.


     Commercial bank lending rates also eased steadily over the past five years,
from an average range of 12.6-16.0% in 1999, 12.9-15.6% in 2000, 13.7-15.3% in
2001, 8.7-10.4% in 2002 and 8.9-10.8% in 2003. In March 2004, commercial bank
lending rates ranged from 9.9% to 11.8%.

     FOREIGN EXCHANGE SYSTEM.  The Republic maintains a floating exchange rate
system under which market forces determine the exchange rate for the peso.
Bangko Sentral may, however, intervene in the market to maintain orderly market
conditions and limit sharp fluctuations in the exchange rate.

     The following table sets out exchange rate information between the peso and
the US dollar.

                      EXCHANGE RATES OF PESO PER US DOLLAR

<Table>
<Caption>
                                                              PERIOD     PERIOD
YEAR                                                           END     AVERAGE(1)
- ----                                                          ------   ----------
                                                                 
1999........................................................  40.313     39.089
2000........................................................  49.998     44.194
2001........................................................  50.404     50.993
2002........................................................  53.096     51.604
2003........................................................  55.569     54.203
2004 (first three months)...................................  56.357     55.966
</Table>

- ---------------

Source: Reference Exchange Rate Bulletin, Treasury Department, Bangko Sentral.

(1) The average of the monthly average exchange rates for each month of the
    applicable period.

                                        56


     Foreign exchange may be freely sold and purchased outside the banking
system and deposited in foreign currency accounts. Both residents and
non-residents may maintain foreign currency deposit accounts with authorized
banks in the Philippines, and residents may maintain deposits abroad without
restriction.

     Payments related to foreign loans registered with Bangko Sentral and
foreign investments approved by or registered with Bangko Sentral may be
serviced with foreign exchange purchased from authorized agent banks. Bangko
Sentral must approve and register all outgoing investments by residents
exceeding $6 million per investor per year if the funds will be sourced from the
banking system. For a discussion of Bangko Sentral's loan approval regime, see
"The Philippine Financial System -- Foreign Currency Loans".

     While the Government imposes no currency requirements for outgoing
payments, all exchange proceeds from exports, services and investments must be
obtained in any of 22 prescribed currencies. Authorized agent banks may convert
the acceptable currencies to pesos.

     Individual or corporate non-residents may open peso bank accounts without
Bangko Sentral's approval. The export or electronic transfer out of the
Philippines of peso amounts exceeding P10,000 requires prior authorization from
Bangko Sentral.

     The value of the peso relative to the US dollar and other foreign
currencies declined substantially in 1997 and early 1998. Bangko Sentral
initially responded to the peso depreciation in July 1997 by increasing its
sales of US dollars and raising interest rates. When sales of pesos remained
stronger than expected, Bangko Sentral allowed the peso to float on July 11,
1997. The value of the peso then declined over time, reaching a low of P45.42
per US dollar on January 8, 1998. As the Government implemented various monetary
and fiscal policies to curb speculation and restore confidence in the economy,
the peso began to strengthen. On December 31, 1998, Bangko Sentral's reference
exchange rate was P39.06 per US dollar and on December 31, 1999, the exchange
rate was P40.31 per US dollar.

     In 2000, the peso's value declined significantly. For the first four months
of 2000, the peso-dollar rate was relatively stable, averaging P40.78 per US
dollar. However, the exchange rate began to exhibit volatility starting in
mid-May and exceeded P45.00 per US dollar on July 27, 2000. It reached a record
average low of P51.68 per US dollar in November 2000. The peso recovered briefly
in November, bringing the rate up to P49.39 per US dollar on November 29, 2000.
This trend, however, was not sustained as the peso depreciated to an average of
P49.99 per US dollar by the end of 2000. The weakness of the peso in 2000 was
attributed mainly to the rise in US interest rates, concerns over the rising
fiscal deficit, the conflict in Mindanao, and the ensuing political
uncertainties surrounding the impeachment trial of former President Estrada.

     The peso depreciated further in 2001. From P50.00 per US dollar at
end-2000, transitory shocks caused the peso to reach a low of P55.01 per US
dollar on January 19, 2001. The peso strengthened thereafter and was relatively
stable for most of February and March. From early April, however, the peso
traded in the P50-P51 per US dollar range. The pressure on the peso again
intensified starting late June until the first week of August, but the peso
subsequently appreciated to an average of P51.25 per US dollar in September,
from an average of P53.22 per US dollar in July. The peso weakened again
starting the second week of October before appreciating towards the latter part
of December as market conditions stabilized. Overall, during 2001 the peso
depreciated by 13.8% compared to the average peso-dollar exchange rate for 2000.
The fluctuations in the peso-dollar rate during 2001 were caused by the
political crisis involving the impeachment proceedings of the former President,
the economic slowdown in the US and in Japan and heightened uncertainty after
the September 11 terrorist attacks in the United States.


     Since reaching P49.34 per US dollar on May 20, 2002, the peso has steadily
depreciated. The peso declined in value from P53.25 per US dollar at the end of
December 2002 to a monthly average of P53.40 per US dollar in June 2003, then
depreciated further to P55.53 per US dollar on August 27, 2003. The peso
continued to depreciate through the end of 2003, to an average of P55.45 per US
dollar in December 2003, compared to an average of P53.52 per US dollar in
December 2002. The average value of the peso in 2003 was P54.20 per US dollar,
representing a depreciation of 4.8% from the average value in 2002 of P51.60 per
US dollar. The weakening of the peso in 2003 could be attributed to concerns
over the budget deficit, political and security concerns related to the May 2004
national election and the conflict in Mindanao, downgrades in


                                        57



the Republic's external currency credit rating, the weak global economic
outlook, higher demand for US dollars by Philippines oil companies in order to
fund their inventory build-up, and regional tensions involving North Korea.



     During the first three months of 2004 the peso continued to depreciate. The
average value of the peso during the three-month period was P55.97 per US
dollar, representing a 2.53% depreciation compared to the first three months of
2003. The decline is attributable to increased demand for US dollars by
companies to cover import requirements and service obligations, lower remittance
inflows by overseas Filipino workers, and a decision by Moody's Investors
Service to downgrade the Republic's credit rating.



     On April 13, 2004, the peso to US dollar exchange rate was P56.18 per US
dollar, reflecting a 1.1% decrease in the value of the peso from the end of
December 2003.



     STABILIZATION OF THE PESO.  Since it allowed the peso to float on July 11,
1997, Bangko Sentral has intervened minimally in the foreign exchange market. It
has, however, adopted measures related to foreign exchange trading aimed to
reduce currency speculation and combat money laundering. These measures include:


     - requiring prior approval of Bangko Sentral to sell non-deliverable
       forward contracts to non-residents (Bangko Sentral believes that
       speculators used non-deliverable forward contracts to increase
       artificially the demand for foreign currency);

     - reducing banks' permitted long or overbought foreign exchange position to
       the lower of $5 million or 2.5% of unimpaired capital (the accompanying
       20% limit on banks' short or oversold foreign exchange position has been
       lifted, subject to periodic review by Bangko Sentral, to increase the
       foreign exchange available in the market);

     - limiting the types of forward contracts that can be used as deductions
       when valuing a bank's overbought foreign exchange position;

     - requiring banks to consolidate their foreign exchange accounts with those
       of their subsidiaries when calculating net open foreign exchange
       positions;

     - decreasing the maximum amount of foreign exchange that banks can sell
       over-the-counter on an undocumented basis to $5,000 from $10,000;

     - prohibiting banks from extending peso loans to non-residents; and

     - requiring banks to periodically report significant foreign exchange
       purchases and sales. See "-- The Philippine Financial System -- Structure
       of the Financial System."


     In January 2000, Bangko Sentral imposed a 90-day minimum holding period for
foreign investments placed in peso time deposits with Philippine banks to
tighten its monitoring of the foreign exchange market and discourage the inflow
of short-term speculative funds. The holding period applies only to peso time
deposits and not to other investments such as equities, government securities or
commercial paper. Peso time deposits that are terminated within the 90-day
period will not be converted by Philippine banks to foreign currency, but may be
transferred to other peso-denominated investments.


     In October 2000, Bangko Sentral introduced guidelines on the foreign
exchange trading activities for foreign exchange corporations or corporations
that are subsidiaries or affiliates of banks, quasi-banks or non-bank
intermediaries. Under the guidelines, foreign exchange corporations must
document aggregate sales of foreign exchange of more than $10,000 to Philippine
residents. Bangko Sentral also increased the minimum paid-in capital for foreign
exchange corporations to P50 million. In October 2000, Bangko Sentral also
expressly prohibited banks from engaging in engineered swap transactions because
Bangko Sentral believes these transactions contributed to the volatility of the
peso-US dollar exchange rate during 2000.

                                        58


     In 2001 and 2002, Bangko Sentral implemented the following measures to
address dollar speculation and exchange rate volatility:

     - in August 2001, it expanded the eligibility rules of the currency risk
       protection program to include registered foreign currency-denominated
       bonds and foreign currency deposit loans with remaining tenors up to five
       years or with original maturities up to one year; US dollar trust
       receipts; foreign currency import bills and customers' liabilities under
       acceptances; and trade transactions of clients other than oil companies.
       The coverage of the currency risk protection program was further expanded
       in September 2001 to include registered short-term trade-related
       borrowings of oil companies from offshore banking units and offshore
       banks;

     - it reduced the ceiling on undocumented over-the-counter sales of foreign
       exchange to $5,000 to prevent abuse through the splitting of foreign
       exchange sales;

     - it increased fines and imposed non-monetary sanctions for violations of
       foreign exchange rules; and

     - it required, effective January 1, 2002, any person who brings foreign
       currency valued at more than $10,000 into or out of the Philippines to
       document the source and purpose of the transport of such currency.


     In the first half of 2003, Bangko Sentral adopted a number of measures
designed to mitigate expected downward pressure on the peso:


     - In March 2003, the tenor of forward contracts was limited to a maximum of
       six months. However, this limit was modified on September 30, 2003, such
       that the maturity of forward or swap contracts may not be later than the
       maturity of the underlying foreign exchange obligation or the approximate
       due date or settlement of the foreign exchange exposure.

     - On March 13, 2003, the allowable overbought position of banks was reduced
       to 2.5% of unimpaired capital or US$5 million, whichever is lower.

     - Sanctions were imposed against banks for violation of Bangko Sentral's
       foreign exchange regulations.


     In the second half of 2003 and the first quarter of 2004, Bangko Sentral
adopted further measures designed to curb the downward pressure on the peso, to
moderate market volatility and to preserve overall stability of the financial
markets amid the political uncertainties surrounding the national election in
May 2004:


     - In September 2003, to guard against the use of derivative products in
       ways that would destabilize the foreign exchange market, Bangko Sentral
       established documentary requirements for foreign exchange forward and
       swap transactions. Under these requirements, parties to certain foreign
       exchange transactions are required to provide supporting documents to
       demonstrate that the transaction is for a genuine trade purpose.


     - On October 28, 2003, Bangko Sentral required persons bringing foreign
       currency into or out of the Philippines in excess of US$10,000 or its
       equivalent to submit relevant documentation to the Anti-Money Laundering
       Council rather than Bangko Sentral.


     - In December 2003, Bangko Sentral adopted measures to address the interest
       rate and foreign exchange risks brought about by US dollar-linked peso
       notes.

     - In February 2004, Bangko Sentral issued policy guidelines on the
       conversion and transfer of foreign currency-denominated loans to prevent
       losses to unhedged borrowers due to the depreciation of the peso.


     - With effect from February 6, 2004, Bangko Sentral increased the liquidity
       reserve requirement for commercial banks from 8 percent to 10 percent.


                                        59


THE PHILIPPINE FINANCIAL SYSTEM

     COMPOSITION.  The following table sets out the total assets of the
Philippine financial system by category of financial institution.

                    TOTAL ASSETS OF THE FINANCIAL SYSTEM(1)


<Table>
<Caption>
                                                              AS OF DECEMBER 31,
                                             ----------------------------------------------------
                                               1999       2000       2001     2002(2)    2003(2)
                                             --------   --------   --------   --------   --------
                                                                (IN BILLIONS)
                                                                          
Banks
  Commercial banks.........................  P2,722.3   P3,013.6   P3,070.5   P3,250.2   P3,419.3
  Thrift banks.............................     223.5      245.8      259.0      262.0(2)    274.1(3)
  Rural banks..............................      61.9       67.4       73.8       83.5       89.4(4)
                                             --------   --------   --------   --------   --------
     Total banks...........................   3,007.7    3,326.8    3,403.3    3,595.7        N/A
                                             --------   --------   --------   --------   --------
  Non-bank financial institutions..........     733.6      697.2      696.3      730.2(2)    767.5(4)
                                             --------   --------   --------   --------   --------
     Total assets..........................  P3,741.3   P4,024.0   P4,099.6   P4,325.9        N/A
                                             ========   ========   ========   ========   ========
</Table>


- ---------------

Source: Bangko Sentral

(1) Excludes assets of Bangko Sentral.

(2) Preliminary.

(3) As of October 31, 2003.

(4) As of September 30, 2003.

     The Philippine financial system consists of banks and non-bank financial
institutions. Banks include all financial institutions that lend funds obtained
from the public primarily through the receipt of deposits. Non-banks include
financial institutions other than banks which lend, invest or place funds, or at
which evidences of indebtedness or equity are deposited with or acquired by
them, either for their own account or for the account of others. Non-bank
financial institutions may have quasi-banking functions. Quasi-banking functions
include borrowing money to relend or purchase receivables and other obligations
by issuing, endorsing or accepting debt or other instruments or by entering into
repurchase agreements with 20 or more lenders at any one time.

     The Supervision and Examination Sector of Bangko Sentral supervises all
banks and non-banks with quasi-banking functions, including their subsidiaries
and affiliates engaged in related activities, with Bangko Sentral's Monetary
Board having ultimate supervisory authority.

     STRUCTURE OF THE FINANCIAL SYSTEM.  The Philippine financial system is
comprised of commercial banks, thrift banks, rural banks and non-bank financial
institutions. Each type of bank participates in distinct business activities and
geographic markets.

     Commercial banks:

     - accept drafts;

     - issue letters of credit, promissory notes, drafts, bills of exchange and
       other evidences of indebtedness;

     - receive deposits;

     - buy and sell foreign exchange and gold and silver bullion; and

     - lend money on a secured or unsecured basis.


     Expanded commercial banks, otherwise known as universal banks, in addition
to regular commercial banking activities, may also engage in investment banking
activities, invest in non-bank businesses and own allied financial undertakings
other than commercial banks. As of December 31, 2003, the country had 42
commercial banks, with 4,254 branch offices.


                                        60


     The following table sets out the outstanding loans of commercial banks
classified by sector.

                 COMMERCIAL BANKS' OUTSTANDING LOANS BY SECTOR

<Table>
<Caption>

                                                                AS OF DECEMBER 31,
                                     -------------------------------------------------------------------------
                                            1999                 2000                 2001             2002
                                     ------------------   ------------------   ------------------   ----------
                                                         (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                               
Agriculture, fishery and
 forestry..........................     P58,859     4.3%     P62,101     4.3%     P56,823     4.1%     P72,428
Mining and quarrying...............      16,466     1.2       21,166     1.5       19,890     1.4       14,448
Manufacturing......................     382,267    28.2      404,224    27.8      372,906    26.7      379,404
Electricity, gas and water.........      53,274     3.9       75,398     5.2       70,359     5.0       71,372
Construction.......................      53,384     4.0       46,949     3.2       42,151     3.0       35,390
Wholesale and retail...............     203,177    15.0      201,233    13.9      210,306    15.0      206,215
Transportation, storage and
 communication.....................      91,024     6.7       99,653     6.9       83,068     5.9       71,947
Financial institutions, real estate
 and business services.............     342,673    25.3      386,797    26.6      359,199    25.7      380,739
Community, social and personal
 services..........................     153,104    11.3      153,983    10.6      184,534    13.2      200,719
                                     ----------   -----   ----------   -----   ----------   -----   ----------
 Total.............................  P1,354,228   100.0%  P1,451,504   100.0%  P1,399,236   100.0%  P1,432,663
                                     ==========   =====   ==========   =====   ==========   =====   ==========

<Caption>
                                                                        AS OF
                                         AS OF DECEMBER 31,          JANUARY 31,
                                     --------------------------   ------------------
                                     2002           2003                 2004
                                     -----   ------------------   ------------------
                                            (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                
Agriculture, fishery and
 forestry..........................    5.1%     P78,877     5.3%     P74.514     5.1%
Mining and quarrying...............    1.0       14,111     1.0       25,190     1.7
Manufacturing......................   26.5      367,538    29.9      354,325    24.4
Electricity, gas and water.........    5.0       64,608     4.3       65,635     4.5
Construction.......................    2.5       36,014     2.4       44,006     3.0
Wholesale and retail...............   14.4      210,639    14.2      200,264    13.8
Transportation, storage and
 communication.....................    5.0       77,802     5.2       74,386     5.1
Financial institutions, real estate
 and business services.............   26.6      396,862    26.7      389,018    26.8
Community, social and personal
 services..........................   14.0      241,296    16.2      226,096    15.6
                                     -----   ----------   -----   ----------   -----
 Total.............................  100.0%  P1,487,747   100.0%  P1,453,434   100.0%
                                     =====   ==========   =====   ==========   =====
</Table>


- ---------------

Source: Bangko Sentral.

     Thrift banks invest their capital and the savings of depositors in:

     - financings for homebuilding and home development;

     - marketable debt securities;

     - commercial paper and accounts receivable, drafts, bills of exchange,
       acceptances or notes arising out of commercial transactions; or

     - short-term working capital and medium and long-term loans to small and
       medium-sized businesses and individuals engaged in agriculture, services,
       industry, housing and other financial and allied services in its market.

     As of December 31, 2003, the country had 92 thrift banks, with 1,185 branch
offices.

     Rural banks extend credit in the rural areas on reasonable terms to meet
the normal credit needs of farmers, fishermen, cooperatives and merchants and,
in general, the people in the rural communities. As of December 31, 2003, the
country had 765 rural banks, with 1,156 branch offices.

     The specialized Government banks are the Development Bank of the
Philippines, the Land Bank of the Philippines and the Al-Amanah Islamic
Investment Bank of the Philippines. The Development Bank generally provides
banking services to meet the medium and long-term needs of small and
medium-sized agricultural and industrial enterprises, particularly in rural
areas. The Land Bank primarily provides financial support for agriculture and
all phases of the Republic's agrarian reform program. The Development Bank and
the Land Bank may also operate as universal banks. The Al-Amanah Islamic
Investment Bank promotes the development of the Autonomous Region of Muslim
Mindanao by offering banking, financing and investment services based on Islamic
banking principles and rulings.

     Non-bank financial institutions are primarily long-term financing
institutions, though they also facilitate short-term placements in other
financial institutions. As of March 31, 2003, Bangko Sentral regulated or
supervised 28 investment houses, 33 finance companies, 18 security
dealers/brokers, 5,451 pawnshops, 10 investment companies, five lending
investors, 85 non-stock savings and loan associations, seven venture capital
corporations, two Government non-bank financial institutions and eight credit
companies.

                                        61


     The following table provides information regarding non-performing loans for
the banking system for the periods indicated.

              TOTAL LOANS (GROSS) AND NON-PERFORMING LOANS BY TYPE
                              OF COMMERCIAL BANKS

<Table>
<Caption>
                                                                                                 AS OF
                                                        AS OF DECEMBER 31,                    JANUARY 31,
                                       ----------------------------------------------------   -----------
                                         1999       2000       2001       2002       2003        2004
                                       --------   --------   --------   --------   --------   -----------
                                                       (IN BILLIONS, EXCEPT PERCENTAGES)
                                                                            
Expanded commercial banks(1)
  Total loans........................  P1,086.1   P1,025.0   P  992.2   P1,041.9   P1,118.7    P1,081.8
  Total non-performing loans.........     141.6      172.4      192.6      180.0      181.4       181.8
  Ratio of non-performing loans to
     total loans.....................      13.0%      16.8%      19.4%      17.3%      16.2%       16.8%
Non-expanded commercial banks(2)
  Total loans........................     139.7      184.3      182.7      155.8      158.3       160.5
  Total non-performing loans.........      23.0       32.4       41.7       26.9       29.2        29.8
  Ratio of non-performing loans to
     total loans.....................      16.4%      17.6%      22.8%      17.2%      18.5%       18.6%
Government banks(3)
  Total loans........................     201.0      222.4      200.3      192.6      215.0       217.1
  Total non-performing loans.........      25.4       33.5       35.7       30.3       28.6        28.7
  Ratio of non-performing loans to
     total loans.....................      12.6%      15.1%      17.8%      15.7%      13.3%       13.2%
Foreign banks(4)
  Total loans........................     156.2      196.5      249.9      249.0      255.2       241.4
  Total non-performing loans.........       5.4        7.5       11.9        7.9        6.3         5.9
  Ratio of non-performing loans to
     total loans.....................       3.5%       3.8%       4.8%       3.2%       2.5%        2.4%
Total loans..........................  P1,582.9   P1,628.2   P1,625.1   P1,639.4   P1,747.2    P1,700.8
Total non-performing loans...........     195.4      245.8      281.9      245.1      245.5       246.2
Ratio of non-performing loans to
  total loans........................      12.3%      15.1%      17.3%      15.0%      14.1%       14.5%
</Table>

- ---------------

Source: Bangko Sentral, Department of Economic Research/Supervisory Reports and
Studies Office.

(1) Includes ING Bank (foreign bank) and excludes Land Bank of the Philippines
    and Development Bank of the Philippines. In May 2001, three expanded
    commercial banks (Standard Chartered Bank, HSBC and ING Bank) were
    reclassified as foreign banks.

(2) Excludes Orient Bank.

(3) Consists of Land Bank, Development Bank and Al-Amanah Islamic Investment
    Bank.

(4) Consists of 13 foreign banks; excludes three foreign bank subsidiaries.

     The rise in NPLs weighed down on the asset quality of banks in 2001. The
commercial banking system's NPLs as a percent of total loans rose from 15.1% in
December 2000 to 17.4% in December 2001. This weakening resulted from the
depreciation of the peso, which contributed to a rise in loan defaults, and the
slowdown in business activity that saw a drop in credit demand. Also, in late
2000 and early 2001, Bangko Sentral extended P30 billion in emergency loans to
Equitable PCI and P25 billion in emergency loans to Philippine National Bank to
help the banks alleviate short-term liquidity problems attributed to heavy
withdrawals during the Estrada impeachment trial.

     As of December 31, 2002, the ratio of non-performing loans to total loans
in the commercial banking system stood at 15.0%, lower than the 17.4% as of
December 31, 2001. The improvement in the NPL ratio from the previous year was
due in part to a redefinition of "non-performing loan" which took effect

                                        62


September 19, 2002 (the redefinition allows banks to exclude from
"non-performing loans" uncollectable or worthless loans that have been fully
covered by allowance for probable losses); however, even under the previous
definition of "non-performing loan," the NPL ratio at the end of December 2002
would have decreased during the year to 15.8%. The yearly decrease in the NPL
ratio was also attributed to increased foreclosure, restructuring proceedings,
and generally improving performance of the commercial banking sector.


     As of December 2003, the ratio of non-performing loans to total loans in
the commercial banking system stood at 14.1%, lower than the December 2002 ratio
of 15.0%. The improvement in the NPL ratio in December 2003 was due primarily to
the 3.5% decrease in the level of non-performing loans to P245.5 billion from
P254.5 billion in November 2003 and the 1.5% growth in the total loan portfolio
level to P1,747.2 billion in December 2003 from P1,720.9 billion in November
2003. The NPL ratio averaged 15.1% for the full year 2003.



     As of January 2004 the NPL ratio stood at 14.5%, higher than the 14.1% as
of December 2003. The NPL coverage ratio (loan reserves to non-performing loans)
stood at 53.1% at the end of January 2004, slightly higher than the 53.0%
recorded as at the end of December 2003.



     In December 2002, Congress approved the Special Purpose Vehicle ("SPV") Act
of 2002. The SPV Act provides the legal framework for the creation of private
asset management companies that are expected to relieve a major portion of the
banking system's non-performing assets and thereby promote bank lending to
support economic growth. President Arroyo signed the bill into law on January
10, 2003. The SPV Act's implementing rules and regulations took effect on April
9, 2003. On June 26, 2003, the Monetary Board of Bangko Sentral approved
accounting guidelines allowing the staggered booking of losses from the
discounted sales of non-performing assets to SPVs to spread their losses over a
maximum period of seven years, provided that the banks fully disclose any
deviations from generally accepted accounting practices in connections with such
sales.



     The Government expects that passage of the SPV Act will further reduce the
NPL ratio as private asset management companies are created pursuant to the SPV
Act. Bangko Sentral has recently relaxed the rules on the sale of non-performing
assets under the SPV Act.


     After the Asian economic crisis, Bangko Sentral adopted new measures to
protect the soundness of the country's banks. Generally, these reforms aimed to
reduce risks in the financial system, strengthen regulatory oversight, and bring
domestic banking standards closer to international best practices. The major
reforms, and subsequent modifications through 1999, are described below.

     - Limits on a bank's transactional capacity.  Bangko Sentral generally
       limited a bank's real estate loans to no more than 20% of a bank's loan
       portfolio, increased required collateral for individual real estate loans
       and increased required liquidity cover on foreign exchange liabilities.


     - Increased minimum capital requirements.  Bangko Sentral gradually raised
       minimum capital requirements for universal banks, commercial banks and
       thrift banks, and increased penalties for non-compliance. However, the
       increased minimum capital requirements were set aside in 2000 with the
       adoption of the risk-based capital framework.


     - Stricter treatment of delinquent and restructured loans.  After the Asian
       financial crisis, Bangko Sentral reduced the period that a loan had to be
       overdue to qualify as non-performing. In 1999, to align its regulations
       with international standards, Bangko Sentral redefined non-performing
       loans (with respect to those payable as a lump sum or in quarterly,
       semi-annual or annual installments) as loans for which principal or
       interest is 30 days past due. Moreover, Bangko Sentral tightened the
       criteria for reclassifying restructured loans as performing.

     - Increased provisions for potential loan losses.  In 1997, Bangko Sentral
       mandated provisions for loan losses based generally on a bank's gross
       loan portfolio in addition to provisions for probable losses linked to
       loans classified as sub-standard. In 1999, however, to encourage greater
       bank lending, Bangko

                                        63


       Sentral relaxed the general loan loss provisioning requirement so that it
       would not apply to newly granted loans. The specific loan loss
       provisioning requirements remain in effect.

     - Improved corporate governance.  To increase transparency, Bangko Sentral
       expanded required bank disclosures regarding interest rates, capital
       adequacy, non-performing loans and provisions for probable losses, and
       also mandated mark-to-market accounting on banks' transaction portfolios.
       Additional regulations aimed to improve bank management by expanding the
       duties of boards of directors, appointing compliance officers for each
       bank, and requiring external auditors of banks to report materially
       adverse information to Bangko Sentral.

     - Improved bank restructuring.  To avoid bank closures, Bangko Sentral
       adopted strategies to encourage rehabilitation of troubled bank assets as
       well as mergers or consolidations with healthy financial institutions.


     - Limits on the establishment of new banks.  In response to the Asian
       financial crisis, Bangko Sentral issued new regulations that required new
       banks to maintain suitable stockholders, adequate financial strength, an
       appropriate legal structure and qualified management. In 1999, to further
       encourage a stronger financial sector, Bangko Sentral put in place a
       general moratorium on the establishment of new banks. The Monetary Board
       has indicated that the moratorium (with certain exceptions including
       consolidations, acquisitions, rural banks in unserved areas and
       microfinance banks) is to remain in place.


     The General Banking Law of 2000, which amended the General Banking Act,
enhanced Bangko Sentral's supervisory and enforcement powers, improved
prudential standards and liberalized foreign ownership of banks (foreign banks
are now permitted to acquire up to 100% of the voting stock of a Philippines
bank starting seven years after the effective date of the law). In particular,
the General Banking Law reforms included the formal adoption of Basel risk-based
capital requirements, a legal basis for consolidated supervision, stronger
safeguards against insider loans, enhanced disclosure requirements and increases
in monetary penalties. The General Banking Law of 2000, however, repealed the
Philippine Deposit Insurance Corporation's independent right to conduct on-site
supervision and require information from banks.

     In December 2001, to encourage bank lending, Bangko Sentral lowered
required loan loss provisions from 2% to 1% of the outstanding balance of
unclassified loans other than restructured loans (less loans considered
"non-risk" under existing regulations); however, the bank also imposed a 5%
reserve on the outstanding balance of unclassified restructured loans (less
loans considered "non-risk" under existing regulations).


     As part of the global fight against money laundering, Bangko Sentral has,
since July 2000, required banks to report unusually large transactions and all
unusual patterns of transactions which have no apparent lawful purpose. In July
2001, Bangko Sentral also reduced the ceiling on undocumented over-the-counter
sales of foreign exchange from $10,000 to $5,000. In September 2001, the
Anti-Money Laundering Act of 2001 (the "AMLA") was passed. The new legislation
makes money laundering a criminal offense and forms the foundation of a central
monitoring and implementing council called the Anti-Money Laundering Council
(the "AMLC"). The important features of the AMLA include:


     - Reporting of unusual or suspicious transactions.  Institutions including
       banks, non-banks, quasi-banks and securities brokers are required to
       report transactions with no underlying legal or trade obligation, with
       clients who are not properly identified, that involve amounts not
       commensurate with the business or financial capacity of the client, or
       that deviate from the client's past transactions.

     - Criminalizing money laundering.  Imprisonment and fines are imposed for
       certain offenses.


     - International cooperation.  The AMLC may request any foreign country to
       assist in locating and freezing proceeds of unlawful activities and
       obtaining information relating to money laundering.


     On March 7, 2003, President Arroyo signed into law amendments to the AMLA
that are intended to comply with the demands of the Financial Action Task Force
("FATF"). The FATF, established by the Organisation for Economic Cooperation and
Development to combat money laundering, is backed by most of the world's
industrialized nations.
                                        64


     The amendments lowered the threshold amount for bank transactions
automatically subject to reporting requirements from P4 million to P500,000. The
amendments also expanded the definition of "suspicious transactions" that are,
regardless of amount, subject to the scrutiny of the AMLC, the agency charged
with enforcing the law. However, under the amended law, a court order will be
required for the AMLC to examine suspicious transactions or freeze bank accounts
other than those suspected to be related to terrorism, kidnapping, hijacking,
and drug trafficking. The new law remains silent on whether it will apply
retroactively, leaving the courts to decide whether regulators may scrutinize
suspicious transactions made before the original act's passage in 2001. The
implementing rules and regulations of the AMLA were approved by a bicameral
Congressional committee in August 2003.

     The Government believes that the money-laundering law, as amended, conforms
to FATF requirements. However, the FATF must still review the amended law,
evaluate its implementing rules and regulations, and monitor its enforcement
against international standards before it removes the Philippines from its
"noncooperative" list and rules out the possibility of sanctions. The Government
has indicated that this approval process could take one to two years.

 Foreign Currency Loans

     Bangko Sentral imposes a combination of prior approval, registration and
reporting requirements on all non-peso denominated loans. The regime is as
follows:

<Table>
<Caption>
TYPE OF LOAN                                                        REGULATORY REQUIREMENT
- ------------                                                        ----------------------
                                                      
Private sector loans:                                    Prior approval, subsequent registration and
  - guaranteed by a public sector entity or a            reporting requirements.
   local commercial bank;
  - granted by foreign currency deposit units that
    are specifically or directly funded from, or
    collateralized by, offshore loans or deposits;
  - obtained by banks and financial institutions with
    a term exceeding one year which will be relent to
    public and private enterprises; or
  - serviced using foreign exchange purchased from
    the banking system, unless specifically exempted
    from the approval requirement.
Private sector loans which are specifically exempted     Subsequent registration and reporting
and which will be serviced with foreign exchange         requirements.
purchased in the banking system.
All private sector loans to be serviced with foreign     Reporting requirements.
exchange not purchased from the banking system.
Public sector offshore loans except:                     Prior approval and reporting requirements.
  - short-term foreign currency deposit loans for
    trade financing; and
  - short-term interbank borrowings
</Table>

THE PHILIPPINE SECURITIES MARKETS

     HISTORY AND DEVELOPMENT.  The securities industry in the Philippines began
with the opening of the Manila Stock Exchange in 1927. In 1936, the Government
established the Securities and Exchange Commission (the "SEC") to oversee the
industry and protect investors. Subsequently, the Makati Stock Exchange opened
in 1963 and merged with the Manila Stock Exchange to form the Philippine Stock
Exchange in 1994.

                                        65


     On June 29, 1998, the SEC granted the Philippine Stock Exchange
self-regulatory organization status, empowering it to supervise and discipline
its members, including by examining a member's books of account and conducting
audits.

     To broaden the range of securities eligible for listing, the Philippine
Stock Exchange established a board for small- and medium-sized enterprises with
an authorized capital of P20 million to P99.9 million of which at least 25% must
be subscribed and fully paid. The Philippine Stock Exchange intends to
eventually list debt securities and equity derivatives as well.

     On July 19, 2000, the Securities Regulation Code of 1999 was signed into
law. The code:

     - shifted the focus of securities regulation from a merit-based system to a
       disclosure-based system;

     - strengthened the anti-fraud provisions of the securities laws;

     - utilized self-regulatory organizations to protect investors;

     - updated securities regulations to be more consistent with international
       practices; and

     - strengthened the SEC's rule-making and corporate reorganization powers.


     As of March 31, 2004, the Philippine Stock Exchange had 148 local and 36
foreign members and 236 listed companies.



     The stock market rebounded from the Asian financial crisis in late 1999, as
the Philippine Stock Exchange Composite Index reached 2,143.0 at the end of
December 1999, an 8.9% increase from its level at the end of December 1998. The
recovery, however, was short-lived as the Philippine Stock Exchange Composite
Index contracted for three consecutive quarters in 2000, declining 31.1% for the
first nine months due to political turmoil, weakening economic fundamentals and
a stock market manipulation scandal involving BW Resources Corporation, a
publicly traded company, and Mr. Dante Tan, its largest shareholder. The stock
market's overall capitalization grew 33% in 2000. As of December 31, 2000,
overall capitalization was approximately P2.5 trillion, compared to P1.9
trillion as of December 31, 1999 and P1.4 trillion as of December 31, 1998. As a
percentage of GNP, market capitalization declined from 86.4% in 1999 to 77.6% by
the end of 2000. The Philippine Stock Exchange Composite Index closed at 1,494.5
on December 31, 2000.



     On June 20, 2001, the Philippine Stock Exchange announced that the SEC had
approved its proposal for its demutualization, or conversion from a mutual or
membership organization into a publicly held stock corporation. Under the
demutualization, the Exchange created a new corporation which assumed
approximately 80% of the Exchange's total assets. Exchange member broker-dealers
surrendered membership rights to the Exchange and, in return, received shares of
the new corporation, shares of the Exchange and trading rights. On July 20,
2001, the Philippine Stock Exchange approved the plan to demutualize the stock
exchange. On August 8, 2001, the Philippine Stock Exchange completed its
conversion to a stock corporation that is publicly held. As its first
shareholders, each of the 184 member-brokers subscribed and fully paid for
50,000 shares. The listing of its shares on the Exchange took effect on December
15, 2003 and 40% of the unissued shares were sold through a private placement on
February 18, 2004.


     The Philippine Stock Exchange Composite Index reached 1,168.08 at the end
of December 2001, a 21.8% decrease from its level at the end of December 2000.
The yearly decline was caused in large part by the September 11 terrorist
attacks on the United States, the US-led military operations in Afghanistan,
uncertainties about the prospects of the global economy due to the subsequent
threat of war and recession and apprehensions over the Philippine economic and
political environment.

     In 2002, the composite index rose to a high of 1,452.51 on February 20, but
then decreased to 1,018.4 at the end of December 2002. The higher budget
deficit, concerns of a global economic slowdown, increased crime and
kidnappings, the accounting scandals that affected certain large corporations in
the US and the proposed partial sale by First Pacific Company Limited of its
24.4% controlling stake in the Philippine Long Distance Telephone Company to the
Gokongwei Group contributed to a decline in the composite index in 2002.

                                        66



     From its close of 1,018.4 at the end of December 2002, the Philippine Stock
Exchange composite index had risen to 1,283.80 on July 25, 2003. The resolution
of the war in Iraq, higher than expected growth of the Philippine economy in the
first quarter of 2003 and improved revenue collection by the Government
contributed to the rise in the composite index in the first half of 2003. As of
April 6, 2004, the Philippine Stock Exchange composite index had risen to close
at 1516.81.



     GOVERNMENT SECURITIES MARKET.  The Government securities market is
dominated by short-term Treasury bills with maturities not exceeding one year.
Responding to investor preferences and to create a yield curve for long-term
domestic securities, the Government issued securities with longer maturities,
including five-year fixed rate treasury bonds in June 1995 and seven and
ten-year fixed rate treasury bonds in 1996. The restructuring of the Republic's
domestic debt in favor of longer-term securities kept the issuance of Treasury
bills of P17.9 billion below budget in 1996, while the issuance of fixed rate
Treasury bonds exceeded expectations by P13.5 billion. In 1997, the Government
sold, for the first time, 20-year Treasury bonds in the amount of P2 billion.
The Government's outstanding direct domestic debt totalled P1,703.8 billion as
of December 31, 2003, an increase of 74.1% from P978.4 billion as of December
31, 1998.


     INTERNATIONAL BOND MARKET.  In February 1997, Bangko Sentral approved
guidelines governing the issuance of peso-denominated bonds in the international
capital markets. Bangko Sentral will require the receipt of foreign currency by
the Philippines and its exchange into pesos in the local banking system.

PUBLIC FINANCE


     THE CONSOLIDATED FINANCIAL POSITION.  The consolidated public sector
financial position measures the overall financial standing of the Republic's
public sector. It is comprised of the public sector borrowing requirement and
the aggregate deficit or surplus of the Social Security System and the
Government Service Insurance System, Bangko Sentral, the Government financial
institutions and the local Government units. The public sector borrowing
requirement reflects the aggregate deficit or surplus of the Government, the
Central Bank-Board of Liquidation's accounts, the Oil Price Stabilization Fund
and the 14 monitored Government-owned corporations.


                                        67


     The following table sets out the consolidated financial position on a cash
basis for the periods indicated.

         CONSOLIDATED PUBLIC SECTOR FINANCIAL POSITION OF THE REPUBLIC


<Table>
<Caption>
                                                1999      2000      2001      2002     2003(1)
                                               -------   -------   -------   -------   -------
                                                      (IN BILLIONS, EXCEPT PERCENTAGES)
                                                                        
Public sector borrowing requirement:
  National Government........................  P(111.7)  P(134.2)  P(147.0)  P(210.7)  P(199.9)
  Central Bank-Board of Liquidation..........    (20.5)    (19.1)    (23.5)    (15.1)    (15.7)
  Oil Price Stabilization Fund(2)............      1.9       0.3       0.8       0.0       0.0
  Monitored Government-owned corporations....     (4.6)    (19.2)    (24.5)    (46.4)    (65.3)
  Government transfers to Government-owned
     corporations............................      3.0       4.2       4.4       3.9       5.8
  Other adjustments..........................     (6.1)     (6.6)      0.0       0.0       0.0
                                               -------   -------   -------   -------   -------
     Total public sector borrowing
       requirement...........................  P(138.0)  P(174.6)  P(189.8)  P(268.3)  P(275.6)
                                               -------   -------   -------   -------   -------
As a percentage of GNP.......................     (4.4)%    (5.0)%    (4.8)%    (6.3)%    (5.9)%
Other public sector:
  Social Security System and Government
     Service Insurance System................  P  36.4   P  15.5   P  15.6   P  25.6   P   7.8
  Bangko Sentral(3)..........................     (4.0)      0.2      (0.1)      1.2       6.9
  Government financial institutions..........      3.3       2.8       3.9       5.4       4.9
  Local Government units.....................      3.2       3.8       1.2      18.9       7.9
  Timing adjustment of interest payments to
     Bangko Sentral..........................     (2.3)      0.5      (0.2)     (1.6)      0.7
  Other adjustments..........................      0.8       0.1       0.1       0.0       2.2
                                               -------   -------   -------   -------   -------
     Total other public sector...............     37.5      22.9      20.5      49.6      30.4
                                               -------   -------   -------   -------   -------
     Consolidated public sector financial
       position..............................  P(100.5)  P(151.7)  P(169.3)  P(218.7)  P(245.2)
                                               =======   =======   =======   =======   =======
As a percentage of GNP.......................     (3.2)%    (4.3)%    (4.3)%    (5.1)%    (5.2)%
</Table>


- ---------------

Source: Fiscal Policy and Planning Office, Department of Finance.

(1) Preliminary.

(2) The Oil Price Stabilization Fund was created by the Government to stabilize
    the domestic price of oil products. Prior to deregulation in 1997, if
    exchange rates and international crude oil prices exceeded certain levels,
    oil companies received money from the fund, but if exchange rates and crude
    oil prices fell below those levels, oil companies contributed to the fund.
    The fund was technically abolished with the full deregulation of the oil
    industry in February 1998.


(3) Amounts are net of interest rebates, dividends and other amounts remitted to
    the Government and the Central Bank-Board of Liquidation.



     For 1999, the consolidated financial deficit reached P100.5 billion, or
3.2% of GNP at current market prices, compared to a deficit of P83.2 billion in
1998. The Government's position was P15.2 billion off its target of P85.3
billion for the year. The Government accounted for P111.7 billion of the total
deficit for the period, in line with its objective of stimulating the economy.
Restructuring costs for the old Central Bank also contributed P20.5 billion to
the total public sector borrowing requirement.


     Led by the Government deficit, the consolidated financial position deficit
increased to P151.7 billion in 2000 or 4.3% of GNP at current market prices,
compared with the previous year's deficit of P100.5 billion. The consolidated
public sector deficit was largely due to a public sector borrowing requirement
of P174.6 billion, which included P19.1 billion for costs relating to the
restructuring of the old Central Bank and the P19.2 billion deficit of the 14
monitored non-financial Government corporations. The Government-owned
corporations' budget gap deteriorated from the single-digit deficit posted in
1999 as both current and capital expenditures increased. The greatest
contributors to the deficit were the Philippine National Oil Company, the
National

                                        68


Power Corporation, the Light Rail Transit Authority, the National Development
Corporation and the National Food Authority. The other public sector entities
had a combined surplus of P22.9 billion in 2000, largely due to the substantial
surpluses of the local government units and the social security institutions
such as the Government Services and Insurance System and Social Security System.

     For 2001, the consolidated financial position recorded a deficit of P169.3
billion or 4.3% of GDP at current market prices. The Government accounted for
P147.0 billion of the deficit, the Central Bank restructuring accounted for
P23.5 billion and the monitored Government-owned corporations accounted for
P24.5 billion. The other public sector entities had a combined surplus of P20.5
billion during 2001, of which P15.6 billion was attributable to the social
security institutions.


     For 2002, the consolidated financial position of the Republic recorded a
deficit of P218.7 billion. The Government recorded a P210.7 billion deficit, the
Central Bank restructuring accounted for an additional P15.1 billion deficit,
and the monitored Government-owned corporations accounted for a P46.4 billion
deficit. The total public sector borrowing requirement of P268.3 billion was
offset in part by a combined surplus of P49.6 billion for the other public
sector entities during 2002. Of the surplus, P25.6 billion was attributable to
the social security institutions.



     According to preliminary figures, the consolidated financial position of
the Republic recorded a deficit of P245.2 billion in 2003. The Government
recorded a P199.9 billion deficit, the Central Bank restructuring accounted for
an additional P15.7 billion and the monitored Government-owned corporations
accounted for a P65.3 billion deficit. The total public sector borrowing
requirement of P275.6 billion was offset in part by a P30.4 billion combined
surplus for the other public sector entities. Of the surplus, P7.8 billion was
attributable to social security institutions.


                                        69


     GOVERNMENT REVENUES AND EXPENDITURES.  The following table sets out
Government revenues and expenditures for the periods indicated.

                      GOVERNMENT REVENUES AND EXPENDITURES


<Table>
<Caption>
                                                                       ACTUAL                             BUDGET
                                                   -----------------------------------------------   -----------------
                                                    1999      2000      2001      2002      2003      2003      2004
                                                   -------   -------   -------   -------   -------   -------   -------
                                                                    (IN BILLIONS, EXCEPT PERCENTAGES)
                                                                                          
REVENUES
Tax revenues
  Bureau of Internal Revenue.....................  P 341.3   P 360.8   P 388.7   P 394.5   P 425.4   P 424.0   P 488.6
  Bureau of Customs..............................     86.5      95.0      96.2      96.3     106.1     100.1     105.2
  Others(1)......................................      3.9       4.2       4.9       5.6       5.9       6.7       7.6
                                                   -------   -------   -------   -------   -------   -------   -------
    Total tax revenues...........................    431.7     460.0     489.8     496.4     557.4     530.8     601.4
      As a percentage of GNP.....................     13.9%     13.2%     13.3%     12.3%     11.9%      N/A       N/A
Non-tax revenues
  Bureau of the Treasury income(2)...............  P  26.2   P  30.8   P  46.4   P  47.2   P  56.7   P  30.9   P  30.5
  Fees and other charges(3)......................     16.0      17.9      24.3      21.9      30.8      21.0      23.2
  Privatizations(4)..............................      4.2       4.6       1.2       0.6       0.6       1.0       1.0
  Comprehensive Agrarian Reform Program (land
    acquisition and credit)......................      0.2       0.1       0.0       0.0       0.0       0.0      14.8
Foreign grants...................................      0.3       1.4       2.0       1.1       1.2       0.4       0.3
                                                   -------   -------   -------   -------   -------   -------   -------
    Total non-tax revenues.......................     46.5      53.4      71.9      70.8      89.2      53.3      69.8
                                                   -------   -------   -------   -------   -------   -------   -------
      Total revenues.............................    478.5     514.8     563.7     567.1     626.6     584.1     671.2
                                                   -------   -------   -------   -------   -------   -------   -------
        As a percentage of GNP...................     15.2%     14.7%     15.3%     14.3%     13.4%      N/A       N/A
EXPENDITURES
Personnel........................................  P 202.7   P 225.2   P 238.9     266.0   P 276.1   P 265.7   P 286.3
Maintenance and operating expense................     77.0      83.6      88.0      83.4      78.5      76.6      84.0
Interest payments
  Foreign........................................     31.3      47.3      62.2      65.9     147.6       N/A       N/A
  Domestic.......................................     75.0      93.6     112.6     120.0      78.8       N/A       N/A
                                                   -------   -------   -------   -------   -------   -------   -------
    Total interest payments......................    106.3     140.9     174.8     185.9     226.4     230.7     265.8
Subsidies to Government corporation..............      6.6       6.8       7.8       5.6      12.2       6.5       3.9
Allotment to local government units..............     96.4      99.8     116.6     137.6     144.7     147.3     144.4
Comprehensive Agrarian Reform Program (land
  acquisition and credit)........................      0.0       2.3       4.4       2.0       2.7       2.9       4.3
Infrastructure and other capital outlays.........     96.5      87.3      75.8      93.3      77.6      49.3      75.4
Equity and net lending...........................      4.7       3.2       4.4       4.1       8.2       7.1      10.1
                                                   -------   -------   -------   -------   -------   -------   -------
  Total expenditures.............................    590.2     649.0     710.8     777.9     826.5     786.1     874.2
                                                   -------   -------   -------   -------   -------   -------   -------
    As a percentage of GNP.......................     18.8%     18.5%     18.6%     18.4%     17.6%      N/A       N/A
Surplus/(Deficit)................................  P(111.7)  P(134.2)  P(147.0)  P(210.7)  P(199.9)   (202.0)   (197.8)
FINANCING
  Domestic financing.............................  P  28.9   P  55.5   P 124.1   P 101.6   P  56.0   P 103.3   P 120.1
    Net domestic borrowings......................     98.8     119.5     152.3     155.0     143.0       N/A       N/A
    Non-budgetary accounts.......................     32.6     (57.6)    (50.4)    (55.1)     61.2       N/A       N/A
    Use of cash balances.........................     37.4      (6.5)     22.2      (1.7)     25.8       N/A       N/A
  Foreign financing..............................     82.8      78.8      22.9     109.1     143.9      95.3      21.2
                                                   -------   -------   -------   -------   -------   -------   -------
      Total financing............................  P 111.7   P 134.2   P 147.0   P 214.9   P 199.9   P 198.6   P 141.3
                                                   =======   =======   =======   =======   =======   =======   =======
</Table>


- ---------------

Source: Department of Finance; Department of Budget and Management.


(1) Represents tax revenues of the Department of Environment and Natural
    Resources, Bureau of Immigration and Deportation, Land Transportation Office
    and other Government entities.



(2) Represents interest on deposits, interest on advances to Government-owned
    corporations, interest on securities, dividends from Government-owned
    corporations, earnings received from the Philippine Amusement and Gaming
    Corporation, earnings and terminal fees received from Ninoy Aquino
    International Airport, guarantee fees and others.



(3) Represents receipts from the Land Transportation Office, Department of
    Foreign Affairs and other Government agencies.



(4) Represents remittances to the National Government from the sale of interests
    in Government-owned corporations, Government financial institutions and
    other Government-owned assets and from the sale of assets by the
    Presidential Commission on Good Government and the Asset Privatization
    Trust.


                                        70



  RECENT RESULTS



     In 2003, Government revenues were P626.6 billion and expenditures were
P826.5 billion, resulting in a deficit of P199.9 billion. The full-year deficit
was 5.2% lower than the P210.7 billion deficit reported for 2002. Of the P626.6
billion in revenues in 2003, P425.4 billion came from the BIR, P106.1 billion
from the Bureau of Customs and P56.7 billion from the Bureau of the Treasury.
The P826.5 billion in expenditures in 2003 included P226.4 billion for interest
payments and P145.5 billion in allotments to local government units. In 2003,
the BIR had total tax collections of P425.4 billion, 8.3% higher than 2002 and
104.4% of the full-year target.


  REVENUES


     Sources.  The Government derives its revenues from both tax and non-tax
sources. The main sources of revenue include income tax, value-added tax ("VAT")
and customs duties. The main sources of non-tax revenue consist of interest on
deposits, amounts earned from Government-owned corporations and privatization
receipts.



     Since 2001, the BIR has implemented the following tax administration
improvements:


     - resolution of delinquent accounts or disputed assessments which are
       either being litigated in the courts or being challenged by taxpayers;

     - use of electronic documentary stamp metering machines to accurately
       assess and monitor documentary stamp taxes;

     - broadening the tax base to increase the number of registered taxpayers;

     - issuance of revenue regulations regarding automobiles which are subject
       to excise tax; and

     - implementing a ceiling on deductible representation expenses as mandated
       by the Tax Code of 1997.

     Beginning January 1, 2003, the 10% value-added tax on services rendered by
banks, non-bank financial intermediaries and finance companies is being
implemented by the BIR in lieu of the 5% tax on gross receipts to which these
entities were previously subject. The VAT is due on financial intermediation
services, financial leasing, net foreign exchange gains, net trading gains,
certain real estate sales and sales of other properties acquired through
foreclosure, sales of goods and properties and all other income derived by banks
and non-bank financial intermediaries.

     However, the DOF has asked President Arroyo to certify as "urgent" a bill
seeking to replace the VAT with the gross receipts tax scheme, contending that
it would be difficult to impose VAT on banks.


     Results.  In 1999, Government revenues amounted to P478.5 billion, a 3.5%
increase compared with 1998. The 1999 figure was, however, P12.2 billion less
than the revised target. Non-tax revenues reflected a P5.6 billion dividend
payment from Bangko Sentral and P3.3 billion in proceeds from the sale of
Philippine Associated Smelting and Refining Corp. Revenues collected by the
Bureau of Internal Revenue were P12.2 billion less than the revised target. The
shortfall was primarily attributable to the slow recovery of the industry
sector. Revenues collected by the Bureau of Customs were P2.9 billion more than
the revised target.


     In 2000, Government revenues amounted to P514.8 billion, a 7.6% increase
over 1999 revenues. The 2000 amount was P47.6 billion short of the April 2000
IMF revenue target. Revenues collected by the BIR increased to P360.8 billion
but were P37.0 billion short of target estimates. The shortfall was attributable
primarily to lower BIR collections of items such as documentary stamp tax and
capital gains tax. The slowdown in the financial and real estate sectors also
adversely affected collections in 2000. Bureau of Customs revenue increased to
P95.0 billion, P3.1 billion more than targeted. Even with the marked slowdown in
its collections from 1999 levels, the Bureau of the Treasury continued to
surpass its target. The Treasury collected P30.8 billion in non-tax revenue from
dividends on its shares of stocks and income from investments. Privatization
efforts generated only P4.6 billion in remittances, compared to a target of
P22.9 billion, as unfavorable market prices prevented the government from
disposing of its assets. Privatization remittances

                                        71


consisted of proceeds from the sale of the Philippine National Bank, Philippine
Phosphate Fertilizer Corporation, and a package of International Broadcasting
Corporation's radio stations.


     Government revenues in 2001 were P563.7 billion, of which P489.8 billion
were tax revenues and P71.9 billion were non-tax revenues. Revenue collections
for 2001 were P5.5 billion higher than the budgeted amount of P558.2 billion and
9.5% higher than revenue collections for 2000. The increase was mainly
attributable to the Bureau of the Treasury which collected P21.5 billion more
than its target of P24.9 billion, offsetting a P8.9 billion shortfall from the
targeted amount of cash collections by the Bureau of Customs. The BIR surpassed
its target by P621 million for the period, collecting P388.7 billion.
Privatization revenues for 2001 were P1.2 billion, compared to the budgeted
amount of P10 billion, as unfavorable market conditions prevented the
disposition of Government assets targeted for privatization.


     Government revenues in 2002 totaled P567.1 billion, of which P496.4 billion
were from tax revenues and P70.8 billion were from non-tax revenues. Total
revenues for 2002 increased 0.6% from total revenues for 2001. Of total tax
revenues during 2002, the BIR accounted for P394.5 billion and the Bureau of
Customs accounted for P96.3 billion. Bureau of Treasury collections accounted
for P47.2 billion in revenue in 2002, and taxes from other government offices
and non-tax revenues accounted for the remaining P29.0 billion.


     The BIR's collection of P394.5 billion in 2002 was 1.5% more than the
P388.7 million collected in 2001. The lower than expected amounts collected for
2002 have been mainly attributed to the BIR's continued difficulty in generally
enforcing the Republic's tax laws as well as the relatively low interest rate
environment. Under the recently appointed BIR Commissioner, Guillermo Parayno,
the BIR has implemented a program to identify, report, and prosecute taxpayers
and companies that under-declare their VAT. A BIR program for voluntary
assessment and collection of unpaid VAT and other income taxes has been put in
place to collect unpaid taxes that were discovered by the BIR. This
investigation concluded that underreporting of income from businesses has
resulted in P10 billion in uncollected tax revenue covering the first half of
2002. The BIR has so far collected approximately P6 billion of this amount, and
is investigating underreporting of income for the second half of 2002. The BIR
is making a concerted effort to recover as much of this revenue as possible
through the continued implementation of reform measures aimed at strengthening
tax loans and customs procedures and increasing revenue recovery. In addition,
in order to encourage better tax compliance, the BIR under the new Commissioner
has simplified the filing process and the payment of taxes.



     Government revenues 2003 were P626.6 million in 2003, a 10.5% increase from
2002. The overall increase in revenues was attributable mainly to recent reforms
in the BIR and the Bureau of Customs, including technological improvements,
stricter enforcement measures and expanded tax audits. BIR collections in 2003
were P425.4 billion, 7.8% more than in 2002, and Bureau of Customs revenues were
P106.1 billion in 2003, 10.2% more than in 2002. Remittances to the Bureau of
Treasury were P56.7 billion in 2003, 20.1% more than in 2002, and taxes from
other government offices and non-tax revenues accounted for P38.5 billion, an
increase of 32.2% from 2002.


  EXPENDITURES


     Expenditures in 1999 increased to P590.4 billion compared to P512.5 billion
in 1998. The total expenditures were P14.1 billion more than the revised target.
The increase in expenditures in 1999 was due in large part to economic stimulus
efforts by the Government and in part to the repayment of certain accounts
payable that were outstanding from previous Government administrations. Revenues
of P478.5 billion resulted in an overall deficit of P111.7 billion in 1999.


     Expenditures in 2000 increased to P649.0 billion compared to P590.4 billion
in 1999. The total expenditures were P19.5 billion more than the Government's
target. The increase in expenditures was due primarily to higher interest
payments which increased by P16 billion as a result of high interest rates for
Treasury bills and fixed rate Treasury bonds. Other contributing factors
included the depreciation of the peso, compared to the US dollar, an increase in
LIBOR and the unprogrammed interest payment for the Metro Rail Transit
obligation. Revenues of P514.8 resulted in an actual Government deficit of
P134.2 in 2000.

                                        72


     Government expenditures for 2001 were P710.8 billion, P7.5 billion more
than the budgeted amount of P703.2 billion and 9.5% higher than expenditures for
2000. The actual Government deficit for 2001 was P147.0 billion compared to the
budgeted deficit of P145.0 billion.

     Government expenditures in 2002 were P777.9 billion, compared to P710.8
billion in 2001. The increase in expenditures from 2001 to 2002 was due in part
to higher expenditures for infrastructure, personal services, education,
veterans' pensions, and allotments to local government units for anti-poverty
programs and security measures.


     Government expenditures in 2003 were P826.5 billion, 6.2% more than
expenditures in 2002. The increase in expenditures was largely due to a
substantial increase in interest payments on foreign debt, which were P65.9
billion in 2003 compared to P147.6 billion in 2002. The increase in foreign debt
interest payments resulted from the decline in the value of the peso and
issuance of new foreign debt. Personnel expenditures, subsidies to Government
corporations and allotments to local government units also increased from 2002
to 2003. These increases together more than offset declines in expenditures from
2002 to 2003 for infrastructure and capital outlays, domestic interest payments
and maintenance and operating expenses.



THE GOVERNMENT BUDGET



     THE BUDGET PROCESS.  The Administrative Code of 1987 requires the
Government to formulate and implement a national budget. The President submits
the budget to Congress within 30 days of the opening of each regular session of
Congress, which occurs on the fourth Monday of each July. The House of
Representatives reviews the budget and transforms it into a general
appropriations bill. The Senate then reviews the budget. A conference committee
composed of members of both houses of Congress then formulates a common version
of the bill. Once both houses approve the budget, the bill goes to the President
for signing as a general appropriations act.



     2004 BUDGET.  On August 5, 2003, the Arroyo administration submitted its
proposed 2004 budget to Congress. The budget calls for appropriations of P864.8
billion in 2004, and forecasts a fiscal deficit of P197.8 billion.



     Subsequent to the administration's submission of its proposed budget, the
House of Representatives and the Senate each passed a different budget, but
Congress adjourned in February 2004 before a bicameral committee was able to
approve an agreed budget. Thus, the 2003 appropriations have been provisionally
reenacted for 2004. However, these provisional appropriations for 2004 differ in
certain respects from expenditures in the 2003 budget. These differences arise
in part from the fact that savings from projects that were completed in 2003 are
to be used to implement certain priority projects under the proposed 2004
budget. The 2004 budget also reflects additional appropriations approved for
2004, including P4.7 billion in election-related expenditures and P2.9 billion
in salary increases for the AFP.


DEBT

     EXTERNAL DEBT.  The following table sets out the total outstanding Bangko
Sentral-approved and registered external debt.

                                        73


                     BANGKO SENTRAL APPROVED EXTERNAL DEBT


<Table>
<Caption>
                                                             AS OF DECEMBER 31,
                                               -----------------------------------------------
                                                1999      2000      2001      2002      2003
                                               -------   -------   -------   -------   -------
                                                      (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                        
By Maturity:
  Short-term(2)..............................  $ 4,949   $ 5,495   $ 6,000   $ 5,560   $ 6,179
  Medium and long-term.......................   46,048    45,711    45,900    48,086    51,216
                                               -------   -------   -------   -------   -------
     Total...................................  $50,997   $51,206   $51,900   $53,645   $57,395
                                               =======   =======   =======   =======   =======
By Debtor:(3)
  Banking system.............................  $11,391   $11,248   $11,603   $10,969   $11,250
  Public sector(4)...........................   26,958    26,319    24,988    27,946    32,058
  Private sector.............................   12,647    13,637    15,309    14,728    14,090
                                               -------   -------   -------   -------   -------
     Total...................................  $50,997   $51,206   $51,900   $53,645   $57,395
                                               =======   =======   =======   =======   =======
By Creditor Type:
  Multilateral...............................  $10,245   $ 9,665   $ 9,553   $ 8,970   $ 9,031
  Bilateral..................................   16,429    15,336    14,531    15,621    16,895
  Banks and financial institutions...........    9,145    10,411    11,621    11,790    10,681
  Bondholders/noteholders....................   12,951    13,447    13,678    14,785    17,111
  Others.....................................    2,227     2,347     2,517     2,479     3,677
                                               -------   -------   -------   -------   -------
     Total...................................  $50,997   $51,206   $51,900   $53,645   $57,395
                                               =======   =======   =======   =======   =======
Ratios:
  Debt service burden to exports of goods and
     services(5).............................     14.1%     12.4%     15.8%     16.4%     17.2%
  Debt service burden to GNP.................      8.3%      7.5%      8.5%      9.0%      9.2%
  External debt to GNP.......................     63.6%     63.5%     67.5%     64.5%     66.4%
</Table>


- ---------------

Source: Bangko Sentral.

(1) External debt data have been revised to reflect the reclassification of
    offshore banking units ("OBUs") from non-resident to resident entities for
    statistical purposes in conformity with the BPM5 framework.

(2) Debt with original maturity of one year or less.

(3) Classification by debtor is based on the primary obligor under the relevant
    loan or rescheduling documentation.

(4) Includes public sector debt whether or not guaranteed by the Government;
    does not include public banks.

(5) This ratio is based on the debt service burden for the relevant period
    relative to the total exports of goods and receipts from services and income
    during such period based on the BPM5 framework.

     In 2002, Bangko Sentral-approved external debt increased 3.4% from the
$51.9 billion recorded as of December 31, 2001. The increase in debt in 2002 was
due to additional borrowing to settle maturing obligations and finance the
Government's budget deficit, as well as upward foreign exchange revaluation
adjustments on third-country currency denominated debt resulting from the
continued depreciation of the US dollar against third-country currencies.

     As of December 31, 2003, Bangko Sentral-approved external debt amounted to
$57.4 billion, a 7.0% increase from the $53.6 billion recorded as of December
31, 2002. The increase in debt resulted from net inflows of foreign exchange to
finance the Government's budgetary requirements and from foreign exchange
revaluation losses.

     As of December 31, 2003, Bangko Sentral-approved medium and long term
external debt amounted to $51.2 billion. Of this amount, 57.8% carried fixed
rates, 39.5% had variable rates, and the remaining 2.7% was non-interest
bearing. The average cost of fixed rate credits was 6.0%. For liabilities with
floating interest rates,

                                        74


the margin over the applicable base rate averaged 1.7%. Approximately 54% of
total Bangko Sentral-approved external debt (including short-term debt) was
denominated in US dollars while 28% was denominated in Japanese yen.
Multi-currency loans from the World Bank and the Asian Development Bank
accounted for 9.2% of total Bangko Sentral-approved external debt.


     GOVERNMENT FINANCING INITIATIVES.  The Government has obtained funds under
the so-called "Miyazawa initiative" to help finance projects contemplated by the
country's spending program. The Miyazawa initiative was launched by the Japanese
government in October 1998 with an assistance package totalling the equivalent
of $30 billion. The package consists of support measures to assist five Asian
countries, including the Philippines, overcome their economic difficulties.
Under the Miyazawa initiative, the Government requested co-financing from Japan
of approximately $900 million of program loans from the Asian Development Bank
and the World Bank, $300 million each for the banking sector reform program with
the World Bank, the power sector restructuring program with the Asian
Development Bank ("ADB") and the Metro Manila air quality enhancement program
with the ADB.



     In July 2000, the Republic entered into a $100 million grain sector
development program loan agreement with the ADB. The ADB disbursed $30 million
under this program in 2000; however, the undisbursed balance of $70 million was
cancelled in April 2003. Also in July 2000, the Republic signed a $100 million
program loan agreement with the ADB to support the Pasig River Environment
Management and Rehabilitation Program. As of December 31, 2003, this loan had
been fully disbursed.



     In November 2001, the Republic entered into a $75 million program loan
agreement with ADB to support the Non-Bank Financial Governance Program. This
loan was fully disbursed in the same year. As of December 31, 2001, the Republic
had received $100 million from each of the World Bank and the Japan Bank for
International Cooperation ("JBIC") under their respective banking sector loan
programs. However, World Bank and JBIC have canceled the remaining combined
undisbursed commitment of $400 million.



     In September 2003, the Republic entered into a $150 million program loan
with the ADB for the second Non-Bank Financial Governance Program. In October
2003, the first $75 million under this program was released.



     As of December 31, 2002, the Republic had received a total of $600 million
in loans from the ADB and JBIC to support power sector reforms. Also as of
December 31, 2003, the Republic had received $400 million in loans from the ADB
and JBIC to support air quality improvement programs.


     From 1998 to 2002, the Republic received a total of $1.3 billion in
financing from Japan under the Special Yen Loan Package, also known as the
"Obuchi Fund".

     CREDIT RATINGS.  On January 27, 2004, Moody's Investors Service lowered its
rating of the Republic's long-term foreign currency bonds and notes from Ba1 to
Ba2, and lowered its rating of the Republic's long-term domestic currency
obligations from Baa3 to Ba2. Moody's retained its negative ratings outlook on
the Republic's long-term foreign and domestic currency obligations. Moody's
noted concerns over the Government's fiscal imbalances and the country's
uncertain political dynamics, as well as relatively high public-sector debt
ratios.

     On June 12, 2003, Fitch Ratings downgraded the Republic's long-term foreign
currency rating from BB+ to BB on the grounds that current and prospective
fiscal trends amount to a material deterioration in sovereign creditworthiness,
notwithstanding the recent upturn in tax receipts. Fitch also lowered the
long-term local currency rating from BBB- to BB+ and changed the outlook on both
ratings from negative to stable. Fitch mentioned that the change in outlook
reflects Fitch's judgement that broader macro-economic trends remain reasonable
with respect to growth, inflation and the external current account balance.

     On April 24, 2003, Standard & Poor's Ratings Service downgraded the
Republic's long-term foreign currency rating from BB+ to BB, downgraded the
Republic's local currency rating from BBB+ to BBB and revised the long-term
ratings outlook from stable to negative. Standard & Poor's emphasized the
Government's high fiscal deficit, increased interest payments due to its high
debt burden, and heavy reliance on external capital for economic growth.

                                        75



     The following table sets out the changes in the Republic's credit ratings
or rating outlooks for the three years preceding the date of this prospectus.



<Table>
<Caption>
            DATE                RATING AGENCY              INSTRUMENT            CREDIT RATING OR RATING OUTLOOK
- ----------------------------  -----------------   ----------------------------   -------------------------------
                                                                        
March 15, 2001..............  Fitch-IBCA          Long-term local currency       Downgraded outlook from
                                                  obligations                    "positive" to "stable"(1)
February 4, 2002............  Moody's             Long-term foreign currency     Upgraded outlook from
                                                  obligations                    "negative" to "stable"(2)
April 4, 2002...............  Standard & Poor's   Long-term foreign currency     Upgraded outlook from
                                                  obligations                    "negative" to "stable"(3)
October 29, 2002............  Standard & Poor's   Long-term foreign currency     Downgraded outlook from
                                                  obligations                    "stable" to "negative"(4)
November 25, 2002...........  Fitch-IBCA          Long-term foreign currency     Downgraded outlook from
                                                  obligations                    "stable" to "negative"(5)
January 8, 2003.............  Moody's             Local currency obligations     Downgraded outlook from
                                                                                 "stable" to "negative"(6)
April 24, 2003..............  Standard & Poor's   Long-term foreign currency     Downgraded from BB+ to BB(7)
                                                  obligations
                                                  Local currency obligations     Downgraded from BBB+ to BBB(7)
June 12, 2003...............  Fitch Ratings       Long-term foreign currency     Downgraded from BB+ to BB(8),
                                                  obligations                    with outlook "stable"
                                                  Long-term local currency       Downgraded from BBB- to BB+(8),
                                                  obligations                    with outlook "stable"
January 27, 2004............  Moody's             Long-term foreign currency     Downgraded from Ba1 to Ba2(9)
                                                  obligations
                                                  Long-term local currency       Downgraded from Baa3 to Ba2(9)
                                                  obligations
</Table>


- ---------------

 (1) Fitch noted the continuing deterioration of public finances and its impact
     on public indebtedness.

 (2) Moody's noted that the upgrade reflected the Republic's success in meeting
     its fiscal targets and a stronger economic outlook.

 (3) Standard & Poor's noted that the upgrade reflected the Government's
     improved economic management under the Arroyo administration and the
     Republic's adequate external liquidity.

 (4) Standard & Poor's noted that the downgrade reflected diminishing prospects
     for the fiscal consolidation necessary to stabilize and reduce the
     Government's debt burden and sustain investor confidence.

 (5) Fitch noted that further evidence of falling tax revenues had undermined
     the Government's fiscal credibility and raised concerns about rising public
     indebtedness.

 (6) Moody's recognized that revenue collections had improved in recent months,
     but noted that poor revenue collection in prior periods had weakened
     long-term fiscal prospects.

 (7) Standard & Poor's noted the Government's high fiscal deficit, increased
     interest payments due to its high debt burden, and heavy reliance on
     external capital for economic growth.

 (8) Fitch noted that existing and prospective fiscal trends amounted to a
     material deterioration in sovereign creditworthiness.

 (9) Moody's noted concerns over the Government's fiscal imbalances and the
     country's uncertain political dynamics, as well as relatively high
     public-sector debt ratios.

                                        76


     PUBLIC SECTOR DEBT.  The following table describes the country's
outstanding public sector debt.

                       OUTSTANDING PUBLIC SECTOR DEBT(1)


<Table>
<Caption>
                                                AS OF DECEMBER 31,                    AS OF SEPTEMBER 30,
                               ----------------------------------------------------   -------------------
                                 1998       1999       2000       2001       2002            2003
                               --------   --------   --------   --------   --------   -------------------
                                        (IN BILLIONS, EXCEPT PERCENTAGES)
                                                                    
Government(2)
  Domestic...................  P  859.6   P  986.7   P1,080.7   P1,270.9   P1,492.3        P1,677.6
  External...................     940.8    1,555.5    1,568.2    1,609.8    1,914.9         2,208.2
                               --------   --------   --------   --------   --------        --------
    Total....................  P1,800.4   P2,142.2   P2,648.8   P2,880.7   P3,407.2        P3,885.8
                               ========   ========   ========   ========   ========        ========
Monitored GOCCs(3)
  Domestic...................     419.1      644.8      810.6      744.9      895.7           841.2
  External...................     224.8      286.1      308.1      395.0      474.4           585.5
                               --------   --------   --------   --------   --------        --------
    Total....................  P  643.9   P  930.9   P1,118.7   P1,139.9   P1,370.1        P1,426.7
                               ========   ========   ========   ========   ========        ========
CB-BOL(4)
  Domestic...................       0.0        0.0        0.0        0.0        0.0             0.0
  External...................     102.2       74.9       81.8       73.9       67.1            67.1
                               --------   --------   --------   --------   --------        --------
    Total....................  P  102.2   P   74.9   P   81.8   P   73.9   P   67.1        P   67.1
                               ========   ========   ========   ========   ========        ========
Bangko Sentral(4)
  Domestic...................     123.3      193.5      202.6      118.3      164.3           213.0
  External...................     264.2      299.3      385.2      475.5      450.4           485.2
                               --------   --------   --------   --------   --------        --------
    Total....................  P  387.5   P  492.8   P  587.8   P  593.8   P  614.7        P  698.2
                               ========   ========   ========   ========   ========        ========
GFIs(3)
  Domestic...................     327.9      379.9      460.6      175.3      234.2             8.2
  External...................      68.9       95.3       74.3      126.1      153.4           107.6
                               --------   --------   --------   --------   --------        --------
    Total....................  P  396.8   P  475.2   P  534.9   P  301.4   P  387.5        P  115.9
                               ========   ========   ========   ========   ========        ========
Less loans on-lent or
  guaranteed by the
  Government
  Domestic...................       8.7        8.3       12.5       23.2       21.1            20.9
  External...................     370.6      441.4      562.3      555.2      662.8           776.4
                               --------   --------   --------   --------   --------        --------
    Total....................  P  379.3   P  449.7   P  574.8   P  578.4   P  683.9        P  797.4
                               ========   ========   ========   ========   ========        ========
Total public sector(5)
  Domestic...................   1,721.2    2,196.6    2,542.0    2,286.3    2,765.4         2,719.0
  External...................   1,230.3    1,469.7    1,855.2    2,125.1    2,397.3         2,671.9
                               --------   --------   --------   --------   --------        --------
    Total....................  P2,951.5   P3,666.3   P4,397.2   P4,411.3   P5,162.7        P5,391.0
                               ========   ========   ========   ========   ========        ========
As a percentage of GNP (at
  current prices)
Public sector debt(5)........     105.3%     116.9%     125.7%     112.6%     120.3%          161.3%
Public sector domestic
  debt(5)....................      61.4%      70.0%      72.7%      58.3%      64.5%           81.4%
Public sector external
  debt(5)....................      43.9%      46.9%      53.1%      54.2%      55.9%           55.9%
National Government
  debt(2)....................      50.7%      54.0%      59.3%      58.8%      63.5%           92.4%
National Government domestic
  debt(2)....................      30.7%      31.5%      30.9%      32.4%      34.8%           50.2%
National Government external
  debt(2)....................      33.6%      36.8%      44.8%      41.1%      44.6%           66.1%
</Table>


                                        77


- ---------------

Source: Fiscal Policy and Planning Office, Department of Finance.

(1) Amounts in original currencies were converted to pesos using the applicable
    Bangko Sentral reference exchange rates at the end of each period.

(2) Includes debt that is on-lent to Government-owned corporations and other
    public sector entities and debt that has been assumed by the Government and
    contingent liabilities.

(3) Includes net lending from the Government, and borrowings on-lent or
    guaranteed by the Government.

(4) Liabilities, including deposits, less currency issue and inter-government
    accounts.


(5) Includes the Government, the monitored Government-owned corporations, the
    Central Bank-Board of Liquidation, Bangko Sentral and Government financial
    institutions. Does not include other public sector debt that is not
    guaranteed by the Government.



     The outstanding public sector debt, comprised of the debt of the
Government, the monitored Government corporations, the Central Bank-Board of
Liquidation, Bangko Sentral and the Government financial institutions, amounted
to P5,162.7 billion as of December 31, 2002 and P4,411.3 billion as of December
31, 2001. As of December 31, 2002, the Government accounted for P3,407.2
billion, or 66.0%, of outstanding public sector debt. Public sector debt as a
proportion of GNP increased from 112.6% as of December 31, 2001 to 120.3% as of
December 31, 2002. As of September 30, 2003, public sector debt was P5,391.0
billion, an increase of 4.4% from December 31, 2002. Government debt was
P3,885.8 as of September 30, 2003, which was 72.1% of total public sector debt.


     DIRECT DEBT OF THE REPUBLIC.  The following table summarizes the
outstanding direct debt of the Republic as of the dates indicated.

                 OUTSTANDING DIRECT DEBT OF THE REPUBLIC(1)(2)


<Table>
<Caption>
                                                        AS OF DECEMBER 31,
                             ------------------------------------------------------------------------
                                1999         2000         2001         2002              2003
                             ----------   ----------   ----------   ----------   --------------------
                                                          (IN MILLIONS)
                                                                            
Medium/long-term debt(3)
  Domestic.................  P  513,667   P  600,925   P  822,269   P1,065,976   P1,207,816   $21,743
  External.................  $   19,800   $   21,992   $   22,082   $   25,340   $   29,627(4) $29,627(4)
Short-term debt(5)
  Domestic.................  P  464,737   P  467,275   P  425,414   P  405,226   P  495,964   $ 8,928
                             ----------   ----------   ----------   ----------   ----------   -------
  Total debt...............  P1,775,356   P2,166,700   P2,384,917   P2,815,468   P3,349,552   $60,298
                             ==========   ==========   ==========   ==========   ==========   =======
</Table>


- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) Includes Government debt that is on-lent to Government-owned corporations
    and other public sector entities. Excludes debt guaranteed by the Government
    and debt originally guaranteed by other public sector entities for which the
    guarantee has been assumed by the Government. The table reflects debt of the
    Government only and does not include any other public sector debt.

(2) Amounts in original currencies were converted to US dollars or pesos, as
    applicable, using Bangko Sentral's reference exchange rates at the end of
    each period.

(3) Debt with original maturities of one year or longer.

(4) The Government has incurred an aggregate of $820 million of external debt
    since December 31, 2003.

(5) Debt with original maturities of less than one year.

                                        78


     DIRECT DOMESTIC DEBT OF THE REPUBLIC.  The following table summarizes the
outstanding direct domestic debt of the Republic as of the dates indicated.

             OUTSTANDING DIRECT DOMESTIC DEBT OF THE REPUBLIC(1)(2)

<Table>
<Caption>
                                                           AS OF DECEMBER 31,
                                 ----------------------------------------------------------------------
                                   1999        2000         2001         2002              2003
                                 --------   ----------   ----------   ----------   --------------------
                                                             (IN MILLIONS)
                                                                              
Loans
  Direct.......................  P 39,743   P   15,541   P   15,317   P   15,609   P   15,560   $   280
  Assumed......................    20,369       19,117       13,858        8,251        2,297        41
                                 --------   ----------   ----------   ----------   ----------   -------
     Total loans...............    60,112       34,658       29,175       23,860       17,856       321
Securities
  Treasury bills...............   464,737      467,275      425,414      405,226      495,964     8,928
  Treasury notes/bonds.........   453,555      566,267      793,094    1,042,115    1,189,960    21,421
                                 --------   ----------   ----------   ----------   ----------   -------
     Total securities..........   918,292    1,033,542    1,218,508    1,447,342    1,685,924    30,350
                                 --------   ----------   ----------   ----------   ----------   -------
     Total debt................  P978,404   P1,068,200   P1,247,683   P1,471,202   P1,703,781   $30,671
                                 ========   ==========   ==========   ==========   ==========   =======
</Table>

- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) Includes Government debt that is on-lent to Government-owned corporations
    and other public sector entities. Excludes debt guaranteed by the Government
    and debt originally guaranteed by other public sector entities for which the
    guarantee has been assumed by the Government. The table reflects debt of the
    Government only, and does not include any other public sector debt.

(2) Amounts in original currencies were converted to US dollars or pesos, as
    applicable, using Bangko Sentral's reference exchange rates at the end of
    each period.

     The following table sets forth the direct domestic debt service
requirements of the Republic for the years indicated.

          DIRECT DOMESTIC DEBT SERVICE REQUIREMENTS OF THE REPUBLIC(1)


<Table>
<Caption>
                                                     PRINCIPAL    INTEREST
YEAR                                                 REPAYMENTS   PAYMENTS        TOTAL(2)
- ----                                                 ----------   --------   -------------------
                                                                    (IN MILLIONS)
                                                                            
1999...............................................   P 61,552    P 74,980   P136,532    $3,392
2000...............................................     45,429      93,575    139,004     2,783
2001...............................................     54,039     112,592    166,631     3,268
2002...............................................     80,944     119,985    200,929     3,928
2003...............................................    147,322     147,565    294,887     5,308
2004(3)............................................    150,453     134,728    285,181     5,134
2005(3)............................................    237,934     112,721    350,655     6,312
2006(3)............................................    213,034      87,710    300,744     5,414
2007(3)............................................    187,780      60,492    248,273     4,469
</Table>


- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) Excludes debt service in respect of Government debt that is on-lent to
    Government owned corporations and other public sector entities guaranteed by
    the Government and debt originally guaranteed by other public sector
    entities for which the guarantee has been assumed by the Government. The
    table reflects debt of the Government only, and does not include any other
    public sector debt.


(2) For 1999 to 2003, amounts in pesos were converted to US dollars using the
    applicable Bangko Sentral reference exchange rates at the end of each
    period. For 2004 through 2007, amounts in pesos were converted to US dollars
    using the applicable Bangko Sentral reference exchange rates as of December
    31, 2003.



(3) Projected, based on debt outstanding as of December 31, 2003.


                                        79


     DIRECT EXTERNAL DEBT OF THE REPUBLIC.  The following table summarizes the
outstanding external direct debt of the Republic as of the dates indicated.

             OUTSTANDING DIRECT EXTERNAL DEBT OF THE REPUBLIC(1)(2)


<Table>
<Caption>
                                                            AS OF DECEMBER 31,
                                          -------------------------------------------------------
                                           1999      2000      2001      2002          2003
                                          -------   -------   -------   -------   ---------------
                                                               (IN MILLIONS)
                                                                   
Loans
  Multilateral..........................  $ 4,468   $ 4,388   $ 4,323   $ 4,390       $ 4,626
  Bilateral.............................    9,055     8,193     7,236     8,167         9,277
  Commercial............................      256       651       841       925           829
                                          -------   -------   -------   -------       -------
     Total loans........................   13,779    13,232    12,400    13,482        14,732
Securities
  Eurobonds.............................      352       514       915     1,062         1,637
  Brady Bonds...........................    1,482     1,385     1,287     1,190         1,092
  Yen Bonds.............................      391       655       949       959           794
  Notes.................................       --       810     1,010       400           200
  Global Bonds..........................    3,796     5,396     5,396     8,246        10,546
  T-Bills...............................       --        --       125        --           625
                                          -------   -------   -------   -------       -------
     Total securities...................    6,021     8,760     9,682    11,857        14,895
                                          -------   -------   -------   -------       -------
     Total..............................  $19,800   $21,992   $22,082   $25,340       $29,627(3)
                                          =======   =======   =======   =======       =======
</Table>


- ---------------

Source: Bureau of the Treasury, Department of Finance

(1) Includes Government debt that is on-lent to Government-owned corporations
    and other public sector entities. Excludes debt guaranteed by the Government
    and debt originally guaranteed by other public sector entities for which the
    guarantee has been assumed by the Government. The table reflects debt of the
    Government only, and does not include any other public sector debt.

(2) Amounts in original currencies were converted to US dollars using the
    applicable Bangko Sentral reference exchange rates at the end of each
    period.

(3) The Government has incurred an aggregate of $820 million of external debt
    since December 31, 2003.

                                        80


     The following table sets out, by designated currency and the equivalent
amount in US dollars, the outstanding direct external debt of the Republic as of
December 31, 2003.

                     SUMMARY OF OUTSTANDING DIRECT EXTERNAL
                      DEBT BY THE REPUBLIC BY CURRENCY(1)
                           (AS OF DECEMBER 31, 2003)


<Table>
<Caption>
                                                              AMOUNT IN    EQUIVALENT
                                                              ORIGINAL      AMOUNT IN      % OF
                                                              CURRENCY    US DOLLARS(2)   TOTAL
                                                              ---------   -------------   ------
                                                              (IN MILLIONS, EXCEPT PERCENTAGES)
                                                                                 
US Dollar...................................................     17,282      $17,282       58.33%
Japanese Yen................................................    994,953        9,289       31.35
European Currency Unit......................................      1,253        1,564        5.28
Special Drawing Right.......................................        698        1,034        3.49
French Franc................................................        774          147        0.50
Austrian Schilling..........................................      1,251          114        0.38
Deutsche Mark...............................................        111           71        0.24
Swiss Franc.................................................         72           57        0.19
Pound Sterling..............................................         13           23        0.08
Belgian Franc...............................................        651           20        0.07
Danish Krone................................................         47            8        0.03
Kuwait Dinar................................................          2            7        0.02
Italian Lire................................................      7,749            5        0.02
Korean Won..................................................      3,971            3        0.01
Swedish Krona...............................................         15            2        0.01
Canadian Dollar.............................................          2            2        0.01
                                                                             -------      ------
  Total.....................................................                 $29,627(3)   100.00%
                                                                             =======      ======
</Table>


- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) Includes Government debt that is on-lent to Government-owned corporations
    and other public sector entities. Excludes debt guaranteed by the Government
    and debt originally guaranteed by other public sector entities for which the
    guarantee has been assumed by the Government. The table reflects debt of the
    Government only, and does not include any other public sector debt.

(2) Amounts in original currencies were converted to US dollars using the
    applicable Bangko Sentral reference exchange rates as of December 31, 2003.

(3) The Government has incurred an aggregate of $820 million of external debt
    since December 31, 2003.

                                        81


     The following table sets forth the direct external debt service
requirements of the Republic for the years indicated.

        DIRECT EXTERNAL DEBT SERVICE REQUIREMENTS OF THE REPUBLIC(1)(2)


<Table>
<Caption>
                                                              PRINCIPAL    INTEREST
YEAR                                                          REPAYMENTS   PAYMENTS   TOTAL
- ----                                                          ----------   --------   ------
                                                                      (IN MILLIONS)
                                                                             
1999........................................................    $  933      $  778    $1,711
2000........................................................       831         947     1,778
2001........................................................       887       1,209     2,095
2002........................................................     1,718       1,243     2,961
2003........................................................     1,713       1,419     3,152
2004(3).....................................................     1,980       1,481     3,461
2005(3).....................................................     2,083       1,501     3,584
2006(3).....................................................     2,052       1,452     3,504
2007(3).....................................................     1,365       1,336     2,701
</Table>


- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) Excludes debt service in respect of Government debt that is on-lent to
    Government-owned corporations and other public sector entities or guaranteed
    by the Government, other than debt originally guaranteed by other public
    sector entities for which the guarantee has been assumed by the Government.
    The table reflects debt of the Government only, and does not include any
    other public sector debt.


(2) For 1999 through 2003, amounts in original currencies were converted to US
    dollars using the applicable Bangko Sentral reference exchange rates
    prevailing on the date of payment. For 2004 through 2007, amounts in
    original currencies were converted to US dollars using the applicable Bangko
    Sentral reference exchange rates as of December 31, 2003.



(3) Projected, based on debt outstanding as of December 31, 2003.


     GOVERNMENT GUARANTEED DEBT.  The following table sets forth all Republic
guarantees of indebtedness, including guarantees assumed by the Government, as
of the dates indicated.

            SUMMARY OF OUTSTANDING GUARANTEES OF THE REPUBLIC(1)(2)

<Table>
<Caption>
                                                          AS OF DECEMBER 31,
                                       --------------------------------------------------------
                                        1999     2000      2001      2002           2003
                                       ------   -------   -------   -------   -----------------
                                                            (IN MILLIONS)
                                                                      
Domestic.............................  P8,320   P12,451   P23,167   P19,070   P22,635   $   407
External.............................  $8,908   $ 9,402   $ 9,177   $10,757   $12,348   $12,348
                                       ------   -------   -------   -------   -------   -------
  Total..............................                                                   $12,755
                                                                                        =======
</Table>

- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) Includes debt originally guaranteed by the Government and debt guaranteed by
    other public sector entities for which the guarantee has been assumed by the
    Government.

(2) Amounts in original currencies were converted to US dollars or pesos, as
    applicable, using Bangko Sentral's reference exchange rates at the end of
    each period.

     PAYMENT HISTORY OF FOREIGN DEBT.  In early 1985 and in 1987, the Government
rescheduled principal maturities of most medium- and long-term liabilities owed
to commercial bank creditors falling due between October 1983 and December 1992.
The Philippines normalized its relationship with foreign bank creditors in 1992
after issuing Brady Bonds in exchange for its commercial bank debt.

                                        82


     The Philippines rescheduled portions of its obligations to official
creditors, such as foreign Governments and their export credit agencies, five
times between 1984 and 1994 as follows.

<Table>
<Caption>
                                                                       NEW MATURITY
                                                                       (FROM DATE OF
                                                        RESCHEDULED    RESCHEDULING
DATE OF RESCHEDULING AGREEMENT                             AMOUNT       AGREEMENT)     GRACE PERIOD
- ------------------------------                          ------------   -------------   ------------
                                                                              
December 1984.........................................  $896 million   10 years        5 years
January 1987..........................................  $1.1 billion   10 years        5.5 years
May 1989..............................................  $1.8 billion   8.5 years       5 years
June 1991.............................................  $1.5 billion   15-20 years     6.5 years
July 1994*............................................  $498 million   15-20 years     8-10 years
</Table>

- ---------------

* Not implemented. See discussion in following paragraph.

     In December 1994, the Government decided not to avail itself of the July
1994 rescheduling agreement to accelerate the country's graduation from
rescheduling country status. As of June 30, 1999, the Republic's rescheduled
obligations with its bilateral creditors amounted to $2.2 billion, with Japan at
$1.2 billion and the United States at $506 million having the largest exposures.

     In addition to debt restructuring, the Republic has engaged in debt
buyback, debt-to-equity, debt-for-debt, debt-for-nature and other debt reduction
arrangements to reduce its debt by at least $6 billion. The Republic intends to
maintain various efforts to manage its debt portfolio to improve yield and
maturity profiles. The Republic may utilize proceeds from debt issues for the
purpose of repurchasing outstanding debt through a variety of methods, including
public auctions and repurchases of debt securities in the open markets.

     While there have been a number of reschedulings of the Republic's debt to
its bilateral creditors in the past few years, the Republic has not defaulted
on, and has not attempted to restructure, the payment of principal or interest
on any of its external securities in the last 20 years.

     Brady Bonds.  In 1992, the Philippines issued approximately $3.3 billion of
Brady Bonds, maturing between 2007 and 2018, in exchange for commercial bank
debt, and secured, as to repayment of principal at stated maturity, $1.9 billion
of the bonds with zero-coupon bonds purchased by the Republic in the open
market. As of year-end 1997, cash and short-term investment grade securities
deposited with the Federal Reserve Bank of New York, as collateral agent,
secured the payment of approximately 12 to 14 months of interest on $1.6 billion
of the Brady Bonds.

     In October 1996, the Government exchanged $6.5 million of Series A
Principal Collateralized Interest Reduction Bonds due 2018 and approximately
$628 million of Series B Principal Collateralized Interest Reduction Bonds due
2017 for $551 million of its $690 million 8.75% Bonds due 2016. After the
exchange, approximately $2.3 billion of the Brady Bonds remained outstanding.
The exchange generated significant savings in debt service and the release of
the US Treasury securities held as collateral with respect to the exchanged
bonds and established a liquid and long-term sovereign benchmark extending the
maturity of the Philippine debt profile. The exchange resulted in the
redemption, at a discount, of approximately $635 million of Brady Bonds. In
addition, the Brady Bond exchange freed more than $124 million in cash from the
collateral released in the retirement of the Brady Bonds.

     In October 1999, the Government exchanged approximately $401 million of its
Principal Collateralized Interest Reduction Bonds, $165 million of its Interest
Reduction Bonds and $54 million of its Floating Rate Debt Conversion Bonds for
approximately $544 million of 9.50% Global Bonds due 2024. After the exchange,
approximately $1.5 billion of the Brady Bonds remained outstanding. Similar to
the October 1996 exchange, this exchange generated significant savings in debt
service and the release of the US Treasury securities held as collateral with
respect to the exchanged bonds and established a sovereign benchmark extending
the maturity of the Philippine debt profile. The exchange freed approximately
$149 million in cash from the collateral released in the retirement of the Brady
Bonds.

                                        83


     In February 2004, the Republic exchanged approximately $46 million original
principal amount of its Principal Collateralized Interest Reduction Bonds, $123
million original principal amount of its Interest Reduction Bonds, $141 million
original principal amount of its Floating Rate Debt Conversion Bonds and $917
million of outstanding global bonds for approximately $1.2 billion in 8.375%
Global Bonds due 2011. In addition, the Republic issued approximately $120
million in 8.375% Global Bonds due 2011 pursuant to a concurrent cash offering.
The Republic has requested the release of approximately $46 million in
collateral pursuant to the retirement of the Brady Bonds.

     The following table sets out the foreign currency bonds issued by the
Republic.

                 FOREIGN CURRENCY BONDS ISSUED BY THE REPUBLIC

<Table>
<Caption>
                                                               OUTSTANDING       OUTSTANDING
                                                              BALANCE AS OF     BALANCE AS OF
                                                               ISSUE DATE     DECEMBER 31, 2003
                                                              -------------   -----------------
                                                                        (IN MILLIONS)
                                                                        
Brady Bonds(1)
  Interest Reduction Bonds..................................     $   757           $   204
  Principal Collateralized Interest Reduction Bonds.........       1,894               583
  Debt Conversion Bonds.....................................         697               306
                                                                 -------           -------
     Total..................................................     $ 3,348           $ 1,092
Japanese Yen Bonds(2)
  Seventh Series............................................         327               327
  Shibosai Series A.........................................         467               467
                                                                 -------           -------
Total.......................................................     $   794           $   794
Notes.......................................................         200               200
Global bonds................................................      10,546            10,546
Eurobonds(2)................................................       1,637             1,637
T-Bills.....................................................         625               625
                                                                 -------           -------
     Total foreign bonds....................................     $17,151           $14,895(3)
                                                                 =======           =======
</Table>

- ---------------

Source: Bureau of the Treasury, Department of Finance.

(1) The difference between the amount of the Brady Bonds originally issued and
    the amount currently outstanding represents repurchases of such Bonds by the
    Republic in the secondary market (or their acquisition in connection with
    debt for equity and similar transactions), the 1998 Brady Bond exchange, the
    cancellation of such acquired Bonds and principal repayments.

(2) Yen and Euro denominated bonds were converted to US dollars using Bangko
    Sentral's reference exchange rate as of December 31, 2003.


(3) The Government has incurred an aggregate of $820 million of external debt
    since December 31, 2003. In February 2004, the Government cancelled
    approximately $310 million in original principal amount of Brady Bonds and
    approximately $917 million in global bonds, which were redeemed in exchange
    for approximately $1.2 billion in new global bonds.


                                        84


                         DESCRIPTION OF THE SECURITIES

DESCRIPTION OF THE DEBT SECURITIES

     The Philippines may issue debt securities in separate series at various
times. The description below summarizes the material provisions of the debt
securities that are common to all series and the Fiscal Agency Agreement. Each
series of the debt securities will be issued pursuant to a fiscal agency
agreement (each, as applicable to a series of debt securities, the "Fiscal
Agency Agreement"). Since it is only a summary, the description may not contain
all of the information that is important to you as a potential investor in the
debt securities. Therefore, the Philippines urges you to read the form of the
Fiscal Agency Agreement and the form of global bond before deciding whether to
invest in the debt securities. The Philippines has filed a copy of these
documents with the Securities and Exchange Commission as exhibits to the
registration statement of which this prospectus is a part. You should refer to
such exhibits for more complete information.

     The financial terms and other specific terms of your debt securities are
described in the prospectus supplement relating to your debt securities. The
description in the prospectus supplement will supplement this description or, to
the extent inconsistent with this description, replace it.

     You can find the definitions of certain capitalized terms in the subsection
titled "Glossary of Certain Defined Terms" located at the end of this section.

  GENERAL TERMS OF THE BONDS

     The prospectus supplement that relates to your debt securities will specify
the following terms:

     - The aggregate principal amount and the designation;

     - The currency or currencies or composite currencies of denomination and
       payment;

     - Any limitation on principal amount and authorized denominations;

     - The percentage of their principal amount at which the debt securities
       will be issued;

     - The maturity date or dates;

     - The interest rate or rates, if any, for the debt securities and, if
       variable, the method by which the interest rate or rates will be
       calculated;

     - Whether any amount payable in respect of the debt securities will be
       determined based on an index or formula, and how any such amount will be
       determined;

     - The dates from which interest, if any, will accrue for payment of
       interest and the record dates for any such interest payments;

     - Where and how the Philippines will pay principal and interest;

     - Whether and in what circumstances the debt securities may be redeemed
       before maturity;

     - Any sinking fund or similar provision;

     - Whether any part or all of the debt securities will be in the form of a
       global security and the circumstances in which a global security is
       exchangeable for certificated securities;

     - If issued in certificated form, whether the debt securities will be in
      bearer form with interest coupons, if any, or in registered form without
      interest coupons, or both forms, and any restrictions on exchanges from
      one form to the other and;

     - Whether the debt securities will be designated "Collective Action
      Securities" (as described below under "Collective Action Securities").

     If the Philippines issues debt securities at an original issue discount, in
bearer form or payable in a currency other than the US dollar, the prospectus
supplement relating to the debt securities will also describe applicable US
federal income tax and other considerations additional to the disclosure in this
prospectus.

                                        85


  PAYMENTS OF PRINCIPAL, PREMIUM AND INTEREST

     On every payment date specified in the relevant prospectus supplement, the
Philippines will pay the principal, premium and/or interest due on that date to
the registered holder of the relevant debt security at the close of business on
the related record date. The record date will be specified in the applicable
prospectus supplement. The Philippines will make all payments at the place and
in the currency set out in the prospectus supplement. Unless otherwise specified
in the relevant prospectus supplement or the debt securities, the Philippines
will make payments in US dollars at the New York office of the fiscal agent or,
outside the United States, at the office of any paying agent. Unless otherwise
specified in the applicable prospectus supplement, the Philippines will pay
interest by check, payable to the registered holder.

     If the relevant debt security has joint holders, the check will be payable
to all of them or to the person designated by the joint holders at least three
business days before payment. The Philippines will mail the check to the address
of the registered holder in the bond register and, in the case of joint holders,
to the address of the joint holder named first in the bond register.

     The Philippines will make any payment on debt securities in bearer form at
the designated offices or agencies of the fiscal agent, or any other paying
agent, outside of the United States. At the option of the holder of debt
securities, the Philippines will pay by check or by transfer to an account
maintained by the payee with a bank located outside of the United States. The
Philippines will not make payments on bearer securities at the corporate trust
office of the fiscal agent in the United States or at any other paying agency in
the United States. In addition, the Philippines will not make any payment by
mail to an address in the United States or by transfer to an account with a bank
in the United States, Nevertheless, the Philippines will make payments on a
bearer security denominated and payable in US dollars at an office or agency in
the United States if:

     - payment outside the United States is illegal or effectively precluded by
       exchange controls or other similar restrictions; and

     - the payment is then permitted under United States law, without material
       adverse consequences to the Philippines.

If the Philippines issues bearer securities, it will designate the offices of at
least one paying agent outside the United States as the location for payment.

  REPAYMENT OF FUNDS; PRESCRIPTION

     If no one claims money paid by the Philippines to the fiscal agent for the
payment of principal or interest for two years after the payment was due and
payable, the fiscal agent or paying agent will repay the money to the
Philippines. After such repayment, the fiscal agent or paying agent will not be
liable with respect to the amounts so repaid. However, the Philippines'
obligations to pay the principal of, and interest on, the debt securities as
they become due will not be affected by such repayment.

     You will not be permitted to submit a claim to the Philippines for payment
of principal or interest on any series of debt securities unless made within ten
years, in the case of principal, and five years, in the case of interest, from
the date on which payment was due.

  GLOBAL SECURITIES

     The prospectus supplement relating to a series of debt securities will
indicate whether any of that series of debt securities will be represented by a
global security. The prospectus supplement will also describe any unique
specific terms of the depositary arrangement with respect to that series. Unless
otherwise specified in the prospectus supplement, the Philippines anticipates
that the following provisions will apply to depositary arrangements.

     REGISTERED OWNERSHIP OF THE GLOBAL SECURITY.  The global security will be
registered in the name of a depositary identified in the prospectus supplement,
or its nominee, and will be deposited with the depositary, its nominee or a
custodian. The depositary, or its nominee, will therefore be considered the sole
owner or

                                        86


holder of debt securities represented by the global security for all purposes
under the Fiscal Agency Agreement. Except as specified below or in the
applicable prospectus supplement, beneficial owners:

     - will not be entitled to have any of the debt securities represented by
       the global security registered in their names;

     - will not receive physical delivery of any debt securities in definitive
       form;

     - will not be considered the owners or holders of the debt securities;

     - must rely on the procedures of the depositary and, if applicable, any
       participants (institutions that have accounts with the depositary or a
       nominee of the depositary, such as securities brokers and dealers) to
       exercise any rights of a holder of the debt securities; and

     - will receive payments of principal and interest from the depositary or
       its participants rather than directly from the Philippines.

     The Philippines understands that, under existing industry practice, the
depositary and participants will allow beneficial owners to take all actions
required of, and exercise all rights granted to, the registered holders of the
debt securities.

     The Philippines will issue certificated securities and register debt
securities in the name of a person other than the depositary or its nominee only
if:

     - the depositary for a series of debt securities is unwilling or unable to
       continue as depositary or ceases to be a clearing agency registered under
       the Securities Exchange Act of 1934 and the Philippines does not appoint
       a successor depositary within 90 days;

     - the Philippines determines, in its sole discretion, not to have a series
       of debt securities represented by a global security; or

     - a default occurs that entitles the holders of the debt securities to
       accelerate the maturity date and such default has not been cured.

     In these circumstances, an owner of a beneficial interest in a global
security will be entitled to registration of a principal amount of debt
securities equal to its beneficial interest in its name and to physical delivery
of the debt securities in definitive form. Definitive debt securities in bearer
form will not be issued in respect of a global security in registered form.

     BENEFICIAL INTERESTS IN AND PAYMENTS ON A GLOBAL SECURITY.  Only
participants, and persons that may hold beneficial interests through
participants, can own a beneficial interest in the global security. The
depositary keeps records of the ownership and transfer of beneficial interests
in the global security by its participants. In turn, participants keep records
of the ownership and transfer of beneficial interests in the global security by
other persons (such as their customers). No other records of the ownership and
transfer of beneficial interests in the global security will be kept.

     All payments on a global security will be made to the depositary or its
nominee. When the depositary receives payment of principal or interest on the
global security, the Philippines expects the depositary to credit its
participants' accounts with amounts that correspond to their respective
beneficial interests in the global security. The Philippines also expects that,
after the participants' accounts are credited, the participants will credit the
accounts of the owners of beneficial interests in the global security with
amounts that correspond to the owners' respective beneficial interests in the
global security.

     The depositary and its participants establish policies and procedures
governing payments, transfers, exchanges and other important matters that affect
owners of beneficial interests in a global security. The depositary and its
participants may change these policies and procedures from time to time. The
Philippines has no responsibility or liability for the records of ownership of
beneficial interests in the global security, or for payments made or not made to
owners of such beneficial interests. The Philippines also has no responsibility
or liability for any aspect of the relationship between the depositary and its
participants or for any aspect of the relationship between participants and
owners of beneficial interests in the global security.
                                        87


     BEARER SECURITIES.  The Philippines may issue debt securities of a series
in the form of one or more bearer global debt securities deposited with a common
depositary for the Euroclear System and Clearstream Banking, societe anonyme, or
with a nominee identified in the applicable Prospectus Supplement. The specific
terms and procedures, including the specific terms of the depositary
arrangement, with respect to any portion of a series of debt securities to be
represented by a bearer global security will be described in the applicable
Prospectus Supplement.

  ADDITIONAL AMOUNTS

     The Philippines will make all payments on the debt securities without
withholding or deducting any present or future taxes imposed by the Philippines
or any of its political subdivisions, unless required by law. If Philippine law
requires the Philippines to deduct or withhold taxes, it will pay the holders of
the debt securities such additional amounts as are necessary to ensure that they
receive the same amount as they would have received without such withholding or
deduction.

     The Philippines will not pay, however, any additional amounts if the holder
of the debt securities is liable for Philippine tax because:

     - the holder of the debt securities is connected with the Philippines other
       than by merely owning the debt security or receiving income or payments
       on the bond; or

     - the holder of the debt securities failed to comply with any reasonable
       certification, identification or other reporting requirement concerning
       the holder's nationality, residence, identity or connection with the
       Philippines, if compliance with such requirement is required by any
       statute or regulation of the Philippines as a precondition to exemption
       from withholding or deduction of taxes; or

     - the holder of the debt securities failed to present its debt security for
       payment within 30 days of when the payment is due or when the Philippines
       makes available to the holder of the debt securities or the relevant
       fiscal or paying agent a payment of principal or interest, whichever is
       later. Nevertheless, the Philippines will pay additional amounts to the
       extent the holder would have been entitled to such amounts had it
       presented its debt security for payment on the last day of the 30 day
       period.

  STATUS OF BONDS

     While outstanding, the debt securities will:

     - constitute direct, unconditional and unsecured obligations of the
       Philippines;

     - rank at least equally in right of payment with all of the Philippines'
       other unsecured and unsubordinated External Indebtedness, except as
       described below; and

     - continue to be backed by the full faith and credit of the Philippines.

     Under Philippine law, unsecured debt (including guarantees of debt) of a
borrower in insolvency or liquidation that is documented by a public instrument,
as provided in Article 2244(14) of the Civil Code of the Philippines, ranks
ahead of unsecured debt that is not so documented. Debt is treated as documented
by a public instrument if it is acknowledged before a notary or any person
authorized to administer oaths in the Philippines. The Government maintains that
debt of the Philippines is not subject to the preferences granted under Article
2244(14) or cannot be documented by a public instrument without acknowledgment
of the Philippines as debtor. The Philippine courts have never addressed this
matter, however, and it is uncertain whether a document evidencing the
Philippines' Peso or non-Peso denominated debt (including External
Indebtedness), notarized without the Philippines' participation, would be
considered documented by a public instrument. If such debt were considered
documented by a public instrument, it would rank ahead of the debt securities if
the Philippines could not meet its debt obligations.

     The Philippines has represented that it has not prepared, executed or filed
any public instrument, as provided in Article 2244(14) of the Civil Code of the
Philippines, relating to any External Indebtedness. It also has not consented or
assisted in the preparation or filing of any such public instrument. The
Philippines

                                        88


also agreed that it will not create any preference or priority in respect of any
External Public Indebtedness pursuant to Article 2244(14) of the Civil Code of
the Philippines unless its grants equal and ratable preference or priority to
amounts payable under the debt securities.

  NEGATIVE PLEDGE COVENANT

     If any debt securities are outstanding, the Philippines will not create or
permit any Liens on its assets or revenues as security for any of its External
Public Indebtedness, unless the Lien also secures the Philippines' obligations
under the debt securities. In addition, the Philippines will not create any
preference or priority for any of its External Public Indebtedness pursuant to
Article 2244(14) of the Civil Code of the Philippines, or any successor law,
unless it grants equal and ratable preference or priority to amounts due under
the debt securities.

     The Philippines may create or permit a Lien:

     - on any property or asset (or any interest in such property or asset)
       incurred when the property or asset was purchased, improved, constructed,
       developed or redeveloped to secure payment of the cost of the activity;

     - securing Refinanced External Public Indebtedness;

     - arising out of the extension, renewal or replacement of any External
       Public Indebtedness that is permitted to be subject to a lien pursuant to
       either of the previous two bullet points, as long as the principal amount
       of the External Public Indebtedness so secured is not increased;

     - arising in the ordinary course of banking transactions to secure External
       Public Indebtedness with a maturity not exceeding one year;

     - existing on any property or asset at the time it was purchased, or
       arising after the acquisition under a contract entered into before and
       not in contemplation of the acquisition, and any extension and renewal of
       that Lien which is limited to the original property or asset and secures
       any extension or renewal of the original secured financing;

     - that:

      (A) arises pursuant to any legal process in connection with court
      proceedings so long as the enforcement of the lien is stayed and the
      Philippines is contesting the claims secured in good faith; or

      (B) secures the reimbursement obligation under any surety given in
      connection with the release of any lien referred to in (A) above;

      if it is released or discharged within one year of imposition; or

     - arising by operation of law, provided that any such Lien is not created
       or permitted to be created by the Philippines for the purpose of securing
       any External Public Indebtedness

     The international reserves of Bangko Sentral represent substantially all of
the official gross international reserves of the Philippines. Because Bangko
Sentral is an independent entity, the Philippines and Bangko Sentral believe
that the debt securities' negative pledge covenant does not apply to Bangko
Sentral's international reserves. Bangko Sentral could therefore incur External
Indebtedness secured by international reserves without securing amounts payable
under the debt securities.

  EVENTS OF DEFAULT

     The following description does not apply to any series of debt securities
that has been designated Collective Action Securities. See "Collective Action
Securities -- Events of Default" below for a description of the corresponding
terms of Collective Action Securities.

                                        89


     Each of the following constitutes an event of default with respect to any
series of debt securities:

          1. NON-PAYMENT:  the Philippines does not pay principal or interest on
     any debt securities of such series when due and such failure continues for
     30 days;

          2. BREACH OF OTHER OBLIGATIONS:  the Philippines fails to observe or
     perform any of the covenants in the series of debt securities (other than
     non-payment) for 60 days after written notice of the default is delivered
     by any holder of debt securities to the Philippines at the corporate trust
     office of the fiscal agent in New York City;

          3. CROSS DEFAULT AND CROSS ACCELERATION:

        (a) the Philippines fails to make a payment of principal, premium,
            prepayment charge or interest when due on any External Public
            Indebtedness with a principal amount equal to or greater than
            $25,000,000 or its equivalent, and this failure continues beyond the
            applicable grace period; or

        (b) any External Public Indebtedness of the Philippines or the central
            monetary authority in principal amount equal to or greater than
            $25,000,000 is accelerated, other than by optional or mandatory
            prepayment or redemption;

     For purposes of this event of default, the US dollar equivalent for non-US
dollar debt will be computed using the middle spot rate for the relevant
currency against the US dollar as quoted by The Chase Manhattan Bank on the date
of determination.

          4. MORATORIUM:  the Philippines declares a general moratorium on the
     payment of its or the central monetary authority's External Indebtedness;

          5. VALIDITY:

        (a) the Philippines, or any governmental body with the legal power and
            authority to declare such series of debt securities and the related
            Fiscal Agency Agreement invalid or unenforceable, challenges the
            validity of such series of debt securities or the related Fiscal
            Agency Agreement;

        (b) the Philippines denies any of its obligations under such series of
            debt securities or the related Fiscal Agency Agreement; or

        (c) any legislative executive, or constitutional measure or final
            judicial decision renders any material provision of such series of
            debt securities or the related Fiscal Agency Agreement invalid or
            unenforceable or prevents or delays the performance of the
            Philippines' obligations under such series of debt securities or the
            related Fiscal Agency Agreement;

          6. FAILURE OF AUTHORIZATIONS:  any legislative, executive or
     constitutional authorization necessary for the Philippines to perform its
     material obligations under the series of debt securities or the related
     Fiscal Agency Agreement ceases to be in full force and effect or is
     modified in a manner materially prejudicial to the holders of the debt
     securities;

          7. CONTROL OF ASSETS:  The Philippines or the central monetary
     authority does not at all times exercise full control over the Philippines'
     International Monetary Assets; or

          8. IMF MEMBERSHIP:  The Philippines ceases to be a member of the IMF
     or losses its eligibility to use the general resources of the IMF.

     The events described in paragraphs 2, 4, 5 and 6 will be events of default
only if they materially prejudice the interests of holders of the debt
securities.

     If any of the above events of default occurs and is continuing, holders of
the debt securities representing at least 25% in principal amount of the debt
securities of that series then outstanding may declare all of the debt
securities of the series to be due and payable immediately by written notice to
the Philippines and the fiscal agent. In the case of an event of default
described in paragraphs 1 or 4 above, any holder of the debt securities may
declare the principal amount of debt securities that it holds to be immediately
due and payable by written notice to the Philippines and the fiscal agent.
                                        90


     Investors should note that:

     - despite the procedure described above, no debt securities may be declared
      due and payable if the Philippines cures the applicable event of default
      before it receives the written notice from the holder of the debt
      securities;

     - the Philippines is not required to provide periodic evidence of the
      absence of defaults; and

     - the Fiscal Agency Agreement does not require the Philippines to notify
      holders of the debt securities of an event of default or grant any holder
      of the debt securities a right to examine the bond register.

  MODIFICATIONS AND AMENDMENTS; BONDHOLDERS' MEETINGS

     The following description does not apply to any series of debt securities
that has been designated Collective Action Securities. See "Collective Action
Securities -- Modifications and Amendments; Bondholders' Meetings" for a
description of the corresponding terms of Collective Action Securities.

     Each holder of a series of debt securities must consent to any amendment or
modification of the terms of that series of debt securities or the Fiscal Agency
Agreement that would:

     - change the stated maturity of the principal of the debt securities or any
      installment of interest;

     - reduce the principal amount of such series of debt securities or the
      portion of the principal amount payable upon acceleration of such debt
      securities;

     - change the debt securities' interest rate;

     - change the currency of payment of principal or interest;

     - change the obligation of the Philippines to pay additional amounts on
      account of withholding taxes or deductions; or

     - reduce the percentage of the outstanding principal amount needed to
      modify or amend the related Fiscal Agency Agreement or the terms of such
      series of debt securities.

     With respect to other types of amendment or modification, the Philippines
may, with the consent of the holders of at least a majority in principal amount
of the debt securities of a series that are outstanding, modify and amend that
series of debt securities or, to the extent the modification or amendment
affects that series of debt securities, the Fiscal Agency Agreement.

     The Philippines may at any time call a meeting of the holders of a series
of debt securities to seek the holders' approval of the modification, or
amendment, or obtain a waiver, of any provision of that series of debt
securities. The meeting will be held at the time and place in the Borough of
Manhattan in New York City as determined by the Philippines. The notice calling
the meeting must be given at least 30 days and not more than 60 days prior to
the meeting.

     While an event of default with respect to a series of debt securities is
continuing, holders of at least 10% of the aggregate principal amount of that
series of debt securities may compel the fiscal agent to call a meeting of all
holders of debt securities of that series.

     The Persons entitled to vote a majority in principal amount of the debt
securities of the series that are outstanding at the time will constitute a
quorum at a meeting of the holders of the debt securities. To vote at a meeting,
a person must either hold outstanding debt securities of the relevant series or
be duly appointed as a proxy for a holder of the debt securities. The fiscal
agent will make all rules governing the conduct of any meeting.

     The Fiscal Agency Agreement and a series of debt securities may be modified
or amended, without the consent of the holders of the debt securities, to:

     - add covenants of the Philippines that benefit holders of the debt
      securities;

     - surrender any right or power given to the Philippines;
                                        91


     - secure the debt securities;

     - cure any ambiguity or correct or supplement any defective provision in
      the Fiscal Agency Agreement or the debt securities, without materially and
      adversely affecting the interests of the holders of the debt securities.

  REPLACEMENT OF DEBT SECURITIES

     If a debt security becomes mutilated, defaced, destroyed, lost or stolen,
the Philippines may issue, and the fiscal agent will authenticate and deliver, a
substitute debt security. The Philippines and the fiscal agent will require
proof of any claim that a debt security was destroyed, lost or stolen.

     The applicant for a substitute debt security must indemnify the
Philippines, the fiscal agent and any other agent for any losses they may suffer
relating to the debt security that was destroyed, lost or stolen. The applicant
will be required to pay all expenses and reasonable charges associated with the
replacement of the mutilated, defaced, destroyed, lost or stolen debt security.

  FISCAL AGENT

     The Philippines will appoint a fiscal agent or agents in connection each
series of the debt securities whose duties would be governed by the related
Fiscal Agency Agreement. Different fiscal agents may be appointed for different
series of debt securities. The Philippines may maintain bank accounts and a
banking relationship with each fiscal agent. Each fiscal agent is the agent of
the Philippines and does not act as a trustee for the holders of the debt
securities.

  NOTICES

     All notices will be mailed to the registered holders of a series of debt
securities. If a depositary is the registered holder of global securities, each
beneficial holder must rely on the procedures of the depositary and its
participants to receive notices, subject to any statutory or regulatory
requirements.

     If the Philippines lists a series of debt securities on the Luxembourg
Stock Exchange, and the rules of that exchange so require, all notices to
holders of that series of debt securities will be published in a daily newspaper
of general circulation in Luxembourg. The Philippines expects that the
Luxemburger Wort will be the newspaper. If notice cannot be published in an
appropriate newspaper, notice will be considered validly given if made pursuant
to the rules of the Luxembourg Stock Exchange.

  GOVERNING LAW

     The Fiscal Agency Agreement and the debt securities will be governed by the
laws of the State of New York without regard to any principles of New York law
requiring the application of the laws of another jurisdiction. Nevertheless, all
matters governing the authorization, execution and delivery of the debt
securities and the Fiscal Agency Agreement by the Philippines will be governed
by the laws of the Philippines.

  FURTHER ISSUES OF DEBT SECURITIES

     The following description does not apply to any series of debt securities
that has been designated Collective Action Securities. See "Collective Action
Securities -- Further Issues of Debt Securities" for a description of the
corresponding terms of Collective Action Securities.

     The Philippines may, without the consent of the holders of the debt
securities, create and issue additional debt securities with the same terms and
conditions as any series of bonds (or that are the same in all respects except
for the amount of the first interest payment and for the interest paid on the
series of debt securities prior to the issuance of the additional debt
securities). The Philippines may consolidate such additional debt securities
with the outstanding debt securities to form a single series. Any further Debt
Securities forming a single series with the outstanding Debt Securities of any
series constituted by a Fiscal Agency Agreement shall be constituted by an
agreement supplemental to such relevant Fiscal Agency Agreement.

                                        92


  JURISDICTION AND ENFORCEABILITY

     The Philippines is a foreign sovereign government and your ability to
collect on judgments of US courts against the Philippines may be limited.

     The Philippines will irrevocably appoint the Philippine Counsel General in
New York, New York as its authorized agent to receive service of process in any
suit based on any series of debt securities which any holder of the debt
securities may bring in any state or federal court in New York City. The
Philippines submits to the jurisdiction of any state or federal court in New
York City or any competent court in the Philippines in such action. The
Philippines waives, to the extent permitted by law, any objection to proceedings
in such courts. The Philippines also waives irrevocably any immunity from
jurisdiction to which it might otherwise be entitled in any suit based on any
series of debt securities.

     Because of its waiver of immunity, the Philippines would be subject to suit
in competent courts in the Philippines. Judgments against the Philippines in
state or federal court in New York City would be recognized and enforced by the
courts of the Philippines in any enforcement action without re-examining the
issues if:

     - such judgment were not obtained by collusion or fraud;

     - the foreign court rendering such judgment had jurisdiction over the case;

     - the Philippines had proper notice of the proceedings before the foreign
      court; and

     - such judgment were not based upon a clear mistake of law or fact.

     Notwithstanding any of the above, the Philippine Counsel General is not the
agent for receipt of service for suits under the US federal or state securities
laws, and the Philippines' waiver of immunity does not extend to those actions.
In addition, the Philippines does not waive immunity relating to its:

     - properties and assets used by a diplomatic or consular mission;

     - properties and assets under the control of its military authority or
      defense agency; and

     - properties and assets located in the Philippines and dedicated to a
      public or Governmental use.

     If you bring a suit against the Philippines under federal or state
securities laws, unless the Philippines waives immunity, you would be able to
obtain a United States judgment against the Philippines only if a court
determined that the Philippines is not entitled to sovereign immunity under the
United States Foreign Sovereign Immunities Act. Even if you obtained a United
States judgment in any such suit, you may not be able to enforce the judgment in
the Philippines. Moreover, you may not be able to enforce a judgment obtained
under the Foreign Sovereign Immunities Act against the Philippines' property
located in the United States except under the limited circumstances specified in
the act.

  GLOSSARY OF CERTAIN DEFINED TERMS

     Certain definitions used in the Fiscal Agency Agreement are set forth
below. For a full explanation of all of these terms or any capitalized terms
used in this section you should refer to the Fiscal Agency Agreement.

     "External Indebtedness" means Indebtedness denominated or payable by its
terms, or at the option of the holder, in a currency or currencies other than
that of the Philippines.

     "External Public Indebtedness" means any External Indebtedness in the form
of bonds, debentures, notes or other similar instruments or other securities
which is, or is eligible to be, quoted, listed or ordinarily purchased and sold
on any stock exchange, automated trading system or over-the-counter or other
securities market.

     "Indebtedness" means any indebtedness for money borrowed or any guarantee
of indebtedness for money borrowed.

     "International Monetary Assets" means all (i) gold, (ii) Special Drawing
Rights, (iii) Reserve Positions in the Fund and (iv) Foreign Exchange.

                                        93


     "Lien" means any mortgage, deed of trust, charge, pledge, lien or other
encumbrance or preferential arrangement which has the practical effect of
constituting a security interest.

     "Refinanced External Public Indebtedness" means the US$130,760,000 Series A
Interest Reduction Bonds due 2007 issued by the Republic on December 1, 1992,
the US$626,616,000 Series B Interest Reduction Bonds due 2008 issued by the
Republic on December 1, 1992, the US$153,490,000 Series A Principal
Collateralized Interest Reduction Bonds due 2018 issued by the Republic on
December 1, 1992 and the US$1,740,600,000 Series B Collateralized Interest
Reduction Bonds due 2017 issued by the Republic on December 1, 1992.

     "Special Drawing Rights," "Reserve Positions in the Fund" and "Foreign
Exchange", have, as to the type of assets included, the meanings given to them
in the IMF's publication entitled "International Financial Statistics" or any
other meaning formally adopted by the IMF from time to time.

DESCRIPTION OF THE WARRANTS

     The description below summarizes some of the provisions of warrants for the
purchase of bonds that the Republic may issue from time to time and of the
Warrant Agreement. Copies of the forms of warrants and the Warrant Agreement are
or will be filed as exhibits to the registration statement of which this
prospectus is a part. Since it is only a summary, the description may not
contain all of the information that is important to you as a potential investor
in the warrants.

     The description of the warrants that will be contained in the prospectus
supplement will supplement this description and, to the extent inconsistent with
this description, replace it.

  GENERAL TERMS OF THE WARRANTS

     Each series of warrants will be issued under a warrant agreement to be
entered into between the Republic and a bank or trust company, as warrant agent.
The prospectus supplement relating to the series of warrants will set forth:

     - The terms of the bonds purchasable upon exercise of the warrants, as
       described above under "Description of Bonds -- General Terms of the
       Bonds";

     - The principal amount of bonds purchasable upon exercise of one warrant
       and the exercise price;

     - The procedures and conditions for the exercise of the warrants;

     - The dates on which the right to exercise the warrants begins and expires;

     - Whether and under what conditions the warrants and any bonds issued with
       the warrants will be separately transferable;

     - Whether the warrants will be issued in certificated or global form and,
       if in global form, information with respect to applicable depositary
       arrangements;

     - If issued in certificated form, whether the warrants will be issued in
       registered or bearer form, whether they will be exchangeable between such
       forms, and, if issued in registered form, where they may be transferred
       and registered; and

     - Other specific provisions.

     The warrants will be subject to the provisions set forth under "Description
of the Securities -- Description of the Debt Securities," "-- Governing Law" and
"-- Jurisdiction and Enforceability".

LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES

     Bearer securities will not be offered, sold or delivered in the United
States or its possessions or to a United States person, except in certain
circumstances permitted by United States tax regulations. Bearer securities will
initially be represented by temporary global securities (without interest
coupons) deposited with a

                                        94


common depositary in London for the Euroclear System and Cedel for credit to
designated accounts. Unless otherwise indicated in the applicable Prospectus
Supplement:

     - each temporary global security will be exchangeable for definitive bearer
       securities on or after the date that is 40 days after issuance only upon
       receipt of certification of non-United States beneficial ownership of the
       temporary global security as provided in United States tax regulations,
       provided that no bearer security will be mailed or otherwise delivered to
       any location in the United States in connection with the exchange; and

     - any interest payable on any portion of a temporary global security with
       respect to any interest payment date occurring prior to the issuance of
       definitive bearer securities will be paid only upon receipt of
       certification of non-United States beneficial ownership of the temporary
       global security as provided in United States tax regulations.

     Bearer securities (other than temporary global debt securities) and any
related coupons will bear the following legend: "Any United States person who
holds this obligation will be subject to limitations under the United States
federal income tax laws, including the limitations provided in Sections 165(j)
and 1287(a) of the Internal Revenue Code." The sections referred to in the
legend provide that, with certain exceptions, a United States person who holds a
bearer security, or coupon will not be allowed to deduct any loss realized on
the disposition of the bearer security, and any gain (which might otherwise be
characterized as capital gain) recognized on the disposition will be treated as
ordinary income.

     For purposes of this section, "United States person" means:

     - an individual citizen or resident of the United States;

     - a corporation, partnership or other entity created or organized in or
       under the laws of the United States or any political subdivision thereof;

     - an estate the income of which is subject to United States federal income
       taxation regardless of its source; or

     - a trust if a United States court is able to exercise primary supervision
       over the trust's administration and one or more United States persons
       have the authority to control all of the trust's substantial decisions.

     For purposes of this section, "United States" means United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction.

                                        95


                          COLLECTIVE ACTION SECURITIES

     The Philippines may designate a particular series of debt securities to be
"Collective Action Securities," the specific terms of which will be described in
the prospectus supplement relating to such series of debt securities. Collective
Action Securities will have the same terms and conditions as the securities
described under the heading "Debt Securities" above, except that such Collective
Action Securities shall contain different provisions relating to certain aspects
of default, acceleration, voting on amendments, modifications, changes waivers
and further issues of debt securities as follows:

EVENTS OF DEFAULT

     Each of the following constitutes an event of default with respect to any
series of debt securities:

          1. NON-PAYMENT:  the Philippines does not pay principal or interest on
     any debt securities of such series when due and such failure continues for
     30 days;

          2. BREACH OF OTHER OBLIGATIONS:  the Philippines fails to observe or
     perform any of the covenants in the series of debt securities (other than
     non-payment) for 60 days after written notice of the default is delivered
     by any holder of debt securities to the Philippines at the corporate trust
     office of the fiscal agent in New York City;

          3. CROSS DEFAULT AND CROSS ACCELERATION:

        (a) the Philippines fails to make a payment of principal, premium,
            prepayment charge or interest when due on any External Public
            Indebtedness with a principal amount equal to or greater than
            $25,000,000 or its equivalent, and this failure continues beyond the
            applicable grace period; or

        (b) any External Public Indebtedness of the Philippines or the central
            bank of the Philippines in principal amount equal to or greater than
            $25,000,000 is accelerated, other than by optional or mandatory
            prepayment or redemption;

          For purposes of this event of default, the US dollar equivalent for
     non-US dollar debt will be computed using the middle spot rate for the
     relevant currency against the US dollar as quoted by The Chase Manhattan
     Bank on the date of determination.

          4. MORATORIUM:  the Philippines declares a general moratorium on the
     payment of its or the central monetary authority's External Indebtedness;

          5. VALIDITY:

        (a) the Philippines, or any governmental body with the legal power and
            authority to declare such series of debt securities and the related
            Fiscal Agency Agreement invalid or unenforceable, challenges the
            validity of such series of debt securities or the related Fiscal
            Agency Agreement;

        (b) the Philippines denies any of its obligations under such series of
            debt securities or the related Fiscal Agency Agreement; or

        (c) any legislative executive, or constitutional measure or final
            judicial decision renders any material provision of such series of
            debt securities or the related Fiscal Agency Agreement invalid or
            unenforceable or prevents or delays the performance of the
            Philippines' obligations under such series of debt securities or the
            related Fiscal Agency Agreement;

          6. FAILURE OF AUTHORIZATIONS:  any legislative, executive or
     constitutional authorization necessary for the Philippines to perform its
     material obligations under the series of debt securities or the related
     Fiscal Agency Agreement ceases to be in full force and effect or is
     modified in a manner materially prejudicial to the holders of the debt
     securities;

          7. CONTROL OF ASSETS:  The Philippines or the central bank of the
     Republic does not at all times exercise full control over the Republic's
     International Monetary Assets; or

                                        96


          8. IMF MEMBERSHIP:  The Philippines ceases to be a member of the IMF
     or loses its eligibility to use the general resources of the IMF.

     The events described in paragraphs 2, 4, 5 and 6 will be events of default
only if they materially prejudice the interests of holders of the debt
securities.

     If any of the above events of default occurs and is continuing, holders of
the debt securities representing at least 25% in principal amount of the debt
securities of that series then outstanding may declare all of the debt
securities of the series to be due and payable immediately by written notice to
the Philippines and the fiscal agent. The holders of more than 50% of the
aggregate principal amount of the outstanding debt securities of the affected
series may rescind a declaration of acceleration if the event or events of
default giving rise to the declaration have been cured or waived.

     Investors should note that:

     - despite the procedure described above, no debt securities may be declared
      due and payable if the Philippines cures the applicable event of default
      before it receives the written notice from the holders of the debt
      securities;

     - the Philippines is not required to provide periodic evidence of the
      absence of defaults; and

     - the Fiscal Agency Agreement does not require the Philippines to notify
      holders of the debt securities of an event of default or grant any holder
      of the debt securities a right to examine the bond register.

MODIFICATIONS AND AMENDMENTS; BONDHOLDERS' MEETINGS

     The Philippines and the Fiscal Agent may, with the consent of the holders
of not less than 75% of the aggregate principal amount of the outstanding debt
securities, voting at a meeting or by written consent, make any amendment,
modification, change or waiver with respect to the debt securities or the Fiscal
Agency Agreement that would:

     - change the stated maturity of the principal of the debt securities or the
       due date of any installment of interest;

     - reduce the principal amount of such series of debt securities or the
       portion of the principal amount payable upon acceleration of such debt
       securities;

     - change the debt securities' interest rate;

     - change the currency of payment of principal or interest;

     - change the obligation of the Philippines to pay any additional amounts on
       account of withholding taxes or deductions;

     - reduce the percentage of the outstanding principal amount needed to
       modify or amend the related Fiscal Agency Agreement, any amendment or
       supplement thereto, or the terms of such series of debt securities;

     - change the definition of "outstanding" with respect to the debt
       securities of such series;

     - permit early redemption of the debt securities of the series or, if early
       redemption is already permitted, set a redemption date earlier than the
       date previously specified or reduce the redemption price;

     - change the governing law provision of the debt securities of that series;

     - change the courts to the jurisdiction of which the Philippines has
       submitted, the Philippines' obligation to appoint and maintain an agent
       for service of process in the Borough of Manhattan, The City of New York,
       or the Philippines's waiver of immunity, in respect of actions or
       proceedings brought by any holder based upon the debt securities of that
       series;

     - in connection with an exchange offer for the debt securities of that
       series, amend any event of default under the debt securities of that
       series; or
                                        97


     - change the pari passu ranking of the debt securities.

     We refer to the above subjects as "reserved matters." A change to a
reserved matter, including the payment terms of the debt securities, can be made
without your consent, as long as a supermajority of the holders (that is, the
holders of at least 75% of the aggregate principal amount of the outstanding
debt securities) agree to the change.

     With respect to other types of amendment or modification, the Philippines
may, with the consent of the holders of at least 66 2/3% in principal amount of
the debt securities that are outstanding, modify and amend the debt securities
or, to the extent the modification or amendment affects the debt securities, the
Fiscal Agency Agreement or any amendment or supplement thereto.

     The Philippines may at any time call a meeting of the holders of debt
securities to seek the holders' approval of the modification, or amendment, or
obtain a waiver, of any provision of the debt securities. The meeting will be
held at the time and place in the Borough of Manhattan in New York City as
determined by the Philippines. The notice calling the meeting must be given at
least 30 days and not more than 60 days prior to the meeting.

     The holders of at least 10% of the aggregate principal amount of the debt
securities that are outstanding may compel the fiscal agent to call a meeting of
all holders of the debt securities.

     For purposes of a meeting of the holders of the debt securities that does
not propose to discuss reserved matters, the persons entitled to vote a majority
in principal amount of the debt securities that are outstanding at the time will
constitute a quorum. However, if such a meeting is adjourned for a lack of a
quorum, then holders or proxies representing 25% of the outstanding principal
amount will constitute a quorum when the meeting is rescheduled. For purposes of
any meeting of holders that proposes to discuss reserved matters, as specified
above, holders or proxies representing 75% of the aggregate principal amount of
the outstanding notes will constitute a quorum. To vote at a meeting, a person
must either hold outstanding debt securities or be duly appointed as a proxy for
a holder of the debt securities. The fiscal agent will make all rules governing
the conduct of any meeting.

     The Fiscal Agency Agreement and the debt securities may be modified or
amended, without the consent of the holders of the debt securities, to:

     - add covenants of the Philippines that benefit holders of the debt
       securities;

     - surrender any right or power given to the Philippines;

     - secure the debt securities;

     - cure any ambiguity or correct or supplement any defective provision in
       the Fiscal Agency Agreement or the debt securities, without materially
       and adversely affecting the interests of the holders of the debt
       securities.

     For purposes of determining whether the required percentage of holders of
the debt securities of a series has approved any amendment, modification or
change to, or waiver of, the debt securities or the fiscal agency agreement, or
whether the required percentage of holders has delivered a notice of
acceleration of the debt securities of that series, debt securities owned,
directly or indirectly, by the Philippines or any public sector instrumentality
of the Philippines will be disregarded and deemed not to be outstanding (except
that in determining whether the fiscal agent shall be protected in relying upon
any amendment, modification, change or waiver, or any notice from holders, only
debt securities that the fiscal agent knows to be so owned shall be so
disregarded). As used in this paragraph, "public sector instrumentality" means
Bangko Sentral, any department, ministry or agency of the Philippines or any
corporation, trust, financial institution or other entity owned or controlled by
the Philippines or any of the foregoing, and "control" means the power, directly
or indirectly, through the ownership of voting securities or other ownership
interests or otherwise, to direct the management of or elect or appoint a
majority of the board of directors or other persons performing similar functions
in lieu of, or in addition to, the board of directors of a corporation, trust,
financial institution or other entity.

                                        98


FURTHER ISSUES OF DEBT SECURITIES

     The Philippines may, without the consent of the holders of the debt
securities, create and issue additional debt securities with the same terms and
conditions as any series of bonds (or that are the same in all respects except
for the amount of the first interest payment and for the interest paid on the
series of debt securities prior to the issuance of the additional debt
securities) provided, however, that such additional notes do not have a greater
amount of original issue discount for U.S. federal tax purposes ("OID") than the
outstanding notes have as of the date of the issue of such additional notes. The
Philippines may consolidate such additional debt securities with the outstanding
debt securities to form a single series. Any further debt securities forming a
single series with the outstanding debt securities of any series constituted by
a Fiscal Agency Agreement shall be constituted by an supplement to such relevant
Fiscal Agency Agreement.

                                        99


                                    TAXATION

     The following discussion summarizes certain Philippine and US federal
income tax considerations that may be relevant to you if you invest in debt
securities. This summary is based on laws, regulations, rulings and decisions
now in effect, all of which may change. Any change could apply retroactively and
could affect the continued validity of this summary.

     This summary does not describe all of the tax considerations that may be
relevant to you or your situation, particularly if you are subject to special
tax rules. You should consult your tax advisor about the tax consequences of
holding debt securities, including the relevance to your particular situation of
the considerations discussed below, as well as of state, local or other tax
laws.

PHILIPPINE TAXATION

     The following is a summary of certain Philippine tax consequences that may
be relevant to non-Philippine holders of the global bonds in connection with the
holding and disposition of the global bonds. The Republic uses the term
"non-Philippine holders" to refer to (i) non-residents of the Philippines who
are neither citizens of the Philippines nor are engaged in trade or business
within the Philippines or (ii) non-Philippine corporations not engaged in trade
or business in the Philippines.

     This summary is based on Philippine laws, rules, and regulations now in
effect, all of which are subject to change. It is not intended to constitute a
complete analysis of the tax consequences under Philippine law of the receipt,
ownership, or disposition of the global bonds, in each case by non-Philippine
holders, nor to describe any of the tax consequences that may be applicable to
residents of the Republic.

     Effect of Holding Global Bonds.  Payments by the Republic of principal of
and interest on the global bonds to a non-Philippine holder will not subject
such non-Philippine holder to taxation in the Philippines by reason solely of
the holding of the global bonds or the receipt of principal or interest in
respect thereof.

     Taxation of Interest on the Global Bonds.  When the Republic makes payments
of principal and interest to you on the global bonds, no amount will be withheld
from such payments for, or on account of, any taxes of any kind imposed, levied,
withheld or assessed by the Philippines or any political subdivision or taxing
authority thereof or therein.

     Taxation of Capital Gains.  Non-Philippine holders of the global bonds will
not be subject to Philippine income or withholding tax in connection with the
sale, exchange, or retirement of a global bond if such sale, exchange or
retirement is made outside the Philippines or an exemption is available under an
applicable tax treaty in force between the Philippines and the country of
domicile of the non-Philippine holder.

     Documentary Stamp Taxes.  No documentary stamp tax is imposed upon the
transfer of the global bonds. A documentary stamp tax is payable upon the
issuance of the global bonds and will be for the account of the Republic.

     Estate and Donor's Taxes.  The transfer of a global bond by way of
succession upon the death of a non-Philippine holder will be subject to
Philippine estate tax at progressive rates ranging from 5% to 20% if the value
of the net estate of properties located in the Philippines is over P200,000.

     The transfer of a global bond by gift to an individual who is related to
the nonresident holder will generally be subject to a Philippine donor's tax at
progressive rates ranging from 2% to 15% if the value of the net gifts of
properties located in the Philippines exceed P100,000 during the relevant
calendar year. Gifts to unrelated donees are generally subject to tax at a flat
rate of 30%. An unrelated donee is a person who is not a (i) brother, sister
(whether by whole or half blood), spouse, ancestor, or lineal descendant or (ii)
relative by consanguinity in the collateral line within the fourth degree of
relationship.

     The foregoing apply even if the holder is a nonresident holder. However,
the Republic will not collect estate and donor's taxes on the transfer of the
global bonds by gift or succession if the deceased at the time of death, or the
donor at the time of donation, was a citizen and resident of a foreign country
that provides certain reciprocal rights to citizens of the Philippines (a
"Reciprocating Jurisdiction"). For these purposes, a

                                       100


Reciprocating Jurisdiction is a foreign country which at the time of death or
donation (i) did not impose a transfer tax of any character in respect of
intangible personal property of citizens of the Philippines not residing in that
foreign country or (ii) allowed a similar exemption from transfer or death taxes
of every character or description in respect of intangible personal property
owned by citizens of the Philippines not residing in that foreign country.

UNITED STATES TAX CONSIDERATIONS

     The following discussion summarizes certain US federal income tax
considerations that may be relevant to you if you invest in debt securities.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), applicable US Treasury Regulations, published rulings, administrative
pronouncements, and court decisions in effect on the date of this prospectus,
all of which are subject to change, possibly with retroactive effect. Any such
change could affect the tax consequences described below. This summary deals
only with US holders that hold debt securities as capital assets. It does not
address considerations that may be relevant to you if you are an investor that
is subject to special tax rules, such as a bank, thrift, real estate investment
trust, regulated investment company, insurance company, dealer in securities or
currencies, trader in securities or commodities that elects mark to market
treatment, a person that will hold debt securities as a hedge against currency
risk or as a position in a "straddle" or conversion transaction, tax exempt
organization or a person whose "functional currency" is not the US dollar.

     You will be a US holder if you are (i) an individual who is a citizen or
resident of the United States, (ii) a corporation for US federal income tax
purposes created or organized in or under the laws of the United States or any
state thereof (including the District of Columbia), (iii) an estate the income
of which is subject to US federal income taxation regardless of its source or
(iv) a trust if a court within the United States is able to execute primary
supervision over its administration and one or more US persons have authority to
control the substantial decisions of such trust. Notwithstanding the preceding
sentence, to the extent provided in US Treasury Regulations, certain trusts in
existence on August 20, 1996, and treated as United States persons prior to such
date, that elected to be treated as a United States person shall also be
considered US Holders. If you are a partner in a partnership that holds debt
securities, the tax consequences of an investment in debt securities will
generally depend on the status of the partners and the activities of the
partnership. If you are not a US holder, consult the discussions below under the
captions "Non-US Holders" and "Information Reporting and Backup Withholding."

     You should consult your own tax advisor concerning the particular US
federal income tax consequences to you of ownership and disposition of debt
securities, as well as the consequences to you arising under the laws of any
other taxing jurisdiction.

United States Holders

  Payments or Accruals of Interest

     Payments or accruals of "qualified stated interest" (as defined below) on a
debt security will be taxable to you as ordinary interest income at the time
that you receive or accrue such amounts (in accordance with your regular method
of tax accounting). If you use the cash method of tax accounting and you receive
payments of interest pursuant to the terms of a debt security in a currency
other than US dollars (a "foreign currency"), the amount of interest income you
will realize will be the US dollar value of the foreign currency payment based
on the exchange rate in effect on the date you receive the payment regardless of
whether you convert the payment into US dollars. If you are an accrual basis US
holder, the amount of interest income you will realize will be based on the
average exchange rate in effect during the interest accrual period (or with
respect to an interest accrual period that spans two taxable years, at the
average exchange rate for the partial period within the taxable year).
Alternatively, as an accrual basis US holder, you may elect to translate all
interest income on foreign currency denominated debt securities at the spot rate
of exchange on the last day of the accrual period (or the last day of the
taxable year, in the case of an accrual period that spans more than one taxable
year) or on the date that you receive the interest payment if that date is
within five business days of the end of the accrual period. If you make this
election you must apply it consistently to all debt instruments from year to

                                       101


year and you cannot change the election without the consent of the Internal
Revenue Service (the "IRS"). If you use the accrual method of accounting for tax
purposes you will recognize foreign currency gain or loss on the receipt of a
foreign currency interest payment if the exchange rate in effect on the date the
payment is received differs from the rate applicable to a previous accrual of
that interest income. This foreign currency gain or loss will be treated as
ordinary income or loss, but generally will not be treated as an adjustment to
interest income received on the debt security.

     Payments of interest on the debt securities will be treated as foreign
source income for US federal income tax purposes. For US foreign tax credit
purposes, interest on the debt securities will generally constitute "passive
income," or in the case of certain US holders, "financial services income".

  The Purchase, Sale and Retirement of Debt Securities

     Initially, your tax basis in a debt security generally will equal the cost
of the debt security to you. Your basis will increase by any amounts that you
are required to include in income under the rules governing original issue
discount and market discount, and will decrease by the amount of any amortized
premium and any payments other than qualified stated interest made on the debt
security. The rules for determining these amounts are discussed below. If you
purchase a debt security that is denominated in a foreign currency, the cost to
you (and therefore generally your initial tax basis) will be the US dollar value
of the foreign currency purchase price on the date of purchase calculated at (i)
the exchange rate in effect on that date or (ii) if the foreign currency debt
security is traded on an established securities market and you are a cash basis
taxpayer, or if you are an accrual basis taxpayer that makes a special election,
the spot rate of exchange on the settlement date of your purchase. The amount of
any subsequent adjustments to your tax basis in a debt security in respect of
foreign currency denominated original issue discount, market discount and
premium will be determined in the manner described below. If you convert US
dollars into a foreign currency and then immediately use that foreign currency
to purchase a debt security, you generally will not have any taxable gain or
loss as a result of the conversion or purchase.

     When you sell or exchange a debt security, or if a debt security is
retired, you generally will recognize gain or loss equal to the difference
between the amount you realize on the transaction (less any accrued but unpaid
interest not previously included in income, which will be subject to tax in the
manner described above under "Payments or Accruals of Interest") and your tax
basis in the debt security. If you sell or exchange a debt security for a
foreign currency, or receive foreign currency on the retirement of a debt
security, the amount you will realize for US tax purposes generally will be the
US dollar value of the foreign currency that you receive calculated at (i) the
exchange rate in effect on the date the foreign currency debt security is
disposed of or retired or (ii) if you dispose of a foreign currency debt
security that is traded on an established securities market and you are a cash
basis US holder, or if you are an accrual basis holder that makes a special
election, the spot rate of exchange on the settlement date of the sale, exchange
or retirement.

     The special election available to you if you are an accrual basis taxpayer
in respect of the purchase and sale of foreign currency debt securities traded
on an established securities market, which is discussed in the two preceding
paragraphs, must be applied consistently to all debt instruments from year to
year and cannot be changed without the consent of the IRS.

     Except as discussed below with respect to market discount and foreign
currency gain or loss, the gain or loss that you recognize on the sale, exchange
or retirement of a debt security generally will be long-term capital gain or
loss if you have held the debt security for more than one year. The Code
provides preferential treatment under certain circumstances for net long-term
capital gains recognized by individual non-corporate investors. Capital gain or
loss, if any, recognized by a US holder generally will be treated as US source
income or loss for US foreign tax credit purposes. The ability of US holders to
offset capital losses against income is limited.

     Despite the foregoing, the gain or loss that you recognize on the sale,
exchange or retirement of a foreign currency debt security generally will be
treated as ordinary income or loss to the extent that the gain or loss is
attributable to changes in exchange rates during the period in which you held
the debt security. This foreign

                                       102


currency gain or loss will not be treated as an adjustment to interest income
that you receive on the debt security.

  Original Issue Discount

     If the Republic issues debt securities at a discount from their stated
redemption price at maturity, and the discount is equal to or more than the
product of one-fourth of one percent (0.25%) of the stated redemption price at
maturity of the debt securities multiplied by the number of full years to their
maturity, the debt securities will be "OID debt securities". The difference
between the issue price and the stated redemption price at maturity of the debt
securities will be the "original issue discount" or "OID". The "issue price" of
the debt securities will be the first price at which a substantial amount of the
debt securities are sold to the public (i.e., excluding sales of debt securities
to underwriters, placement agents, wholesalers, or similar persons). The "stated
redemption price at maturity" will include all payments under the debt
securities other than payments of qualified stated interest. The term "qualified
stated interest" generally means stated interest that is unconditionally payable
in cash or property (other than debt instruments issued by the Republic) at
least annually during the entire term of a debt security at a single fixed
interest rate or, subject to certain conditions, based on one or more interest
indices.

     If you invest in OID debt securities you generally will be subject to the
special tax accounting rules for OID obligations provided by the Code and
certain US Treasury Regulations. You should be aware that, as described in
greater detail below, if you invest in an OID debt security you generally will
be required to include OID in ordinary gross income for US federal income tax
purposes as it accrues, although you may not yet have received the cash
attributable to that income.

     In general, and regardless of whether you use the cash or the accrual
method of tax accounting, if you are the holder of an OID debt security with a
maturity greater than one year, you will be required to include in ordinary
gross income the sum of the "daily portions" of OID on that debt security for
all days during the taxable year that you own the debt security. The daily
portions of OID on an OID debt security are determined by allocating to each day
in any accrual period a ratable portion of the OID allocable to that period.
Accrual periods may be any length and may vary in length over the term of an OID
debt security, so long as no accrual period is longer than one year and each
scheduled payment of principal or interest occurs on the first or last day of an
accrual period. If you are the initial holder of the debt security, the amount
of OID on an OID debt security allocable to each accrual period is determined
by:

          (i) multiplying the "adjusted issue price" (as defined below) of the
     debt security at the beginning of the accrual period by a fraction, the
     numerator of which is the annual yield to maturity of the debt security and
     the denominator of which is the number of accrual periods in a year; and

          (ii) subtracting from that product the amount (if any) of qualified
     stated interest payments allocable to that accrual period.

     An OID debt security that is a floating rate debt security will be subject
to special rules. Generally, if a floating rate debt security qualifies as a
"variable rate debt instrument" (as defined in applicable US Treasury
Regulations), then (i) all stated interest with respect to such floating rate
debt security will be qualified stated interest and hence included in a US
holder's income in accordance with such US holder's normal method of accounting
for US federal income tax purposes, and (ii) the amount of OID, if any, will be
determined under the general OID rules (as described above) by assuming that the
variable rate is a fixed rate equal, in general, to the value, as of the issue
date, of the floating rate.

     If a floating rate debt security does not qualify as a "variable rate debt
instrument", such floating rate debt security will be classified as a contingent
payment debt instrument and will be subject to special rules for calculating the
accrual of stated interest and original issue discount.

     Any special considerations with respect to the tax consequences of holding
a floating rate debt security will be provided in the applicable prospectus
supplement.

                                       103


     The "adjusted issue price" of an OID debt security at the beginning of any
accrual period will generally be the sum of its issue price (including any
accrued interest) and the amount of OID previously includable in the gross
income of the holder, reduced by the amount of all payments other than any
qualified stated interest payments on the debt security in all prior accrual
periods. All payments on an OID debt security, other than qualified stated
interest, generally will be viewed first as payments of previously accrued OID
(to the extent of the previously accrued discount), with payments considered
made from the earliest accrual periods first, and then as a payment of
principal. The "annual yield to maturity" of a debt security is the discount
rate (appropriately adjusted to reflect the length of accrual periods) that
causes the present value on the issue date of all payments on the debt security
to equal the issue price. As a result of this "constant yield" method of
including OID income, you will generally be required to include in your gross
income increasingly greater amounts of OID over the life of OID debt security.

     You generally may make an irrevocable election to include in income your
entire return on a debt security (i.e., the excess of all remaining payments to
be received on the debt security, including payments of qualified stated
interest, over the amount you paid for the debt security) under the constant
yield method described above. For debt securities purchased at a premium or
bearing market discount in your hands, if you make this election you will also
be deemed to have made the election (discussed below under the caption "Premium
and Market Discount") to amortize premium or to accrue market discount in income
currently on a constant yield basis.

     In the case of an OID debt security that is also a foreign currency debt
security, you should determine the US dollar amount includible as OID for each
accrual period by (i) calculating the amount of OID allocable to each accrual
period in the foreign currency using the constant yield method, and (ii)
translating the foreign currency amount so determined at the average exchange
rate in effect during that accrual period (or, with respect to an interest
accrual period that spans two taxable years, at the average exchange rate for
the partial period within the taxable year). Alternatively, you may translate
the foreign currency amount so determined at the spot rate of exchange on the
last day of the accrual period (or the last day of the taxable year, for an
accrual period that spans two taxable years) or at the spot rate of exchange on
the date of receipt, if that date is within five business days of the last day
of the accrual period, provided that you have made the election described under
the caption "Payment or Accruals of Interest" above. Because exchange rates may
fluctuate, if you are the holder of an OID debt security that is also a foreign
currency debt security you may recognize a different amount of OID income in
each accrual period than would be the case if you were the holder of an
otherwise similar OID debt security denominated in US dollars. Upon the receipt
of an amount attributable to OID (whether in connection with a payment of an
amount that is not qualified stated interest or the sale or retirement of the
OID debt security), you will recognize ordinary income or loss measured by the
difference between the amount received, translated into US dollars at the
exchange rate in effect on the date of receipt or on the date of disposition of
the OID debt security, as the case may be, and the amount accrued, using the
exchange rate applicable to such previous accrual.

     If you purchase an OID debt security outside of the initial offering at a
cost less than its "remaining redemption amount", or if you purchase an OID debt
security in the initial offering at a price other than the debt security's issue
price, you will also generally be required to include in gross income the daily
portions of OID, calculated as described above. However, if you acquire an OID
debt security at a price (i) less than or equal to the remaining redemption
amount but (ii) greater than its adjusted issue price, you will be entitled to
reduce your periodic inclusions to reflect the premium paid over the adjusted
issue price. (As discussed under "Premium and Market Discount" below, if you
purchase an OID debt security at a price greater than its remaining redemption
amount, the OID rules described in this section will not apply.) The "remaining
redemption amount" for an OID debt security is the total of all future payments
to be made on the debt security other than qualified stated interest.

     Certain of the OID debt securities may be redeemed prior to maturity,
either at the option of the Republic or at the option of the holder, or may have
special repayment or interest rate reset features as indicated in the pricing
supplement. OID debt securities containing these features may be subject to
rules that differ from the general rules discussed above. If you purchase OID
debt securities with these features, you

                                       104


should carefully examine the pricing supplement and consult your tax advisor
about their treatment since the tax consequences of OID will depend, in part, on
the particular terms and features of the debt securities.

     OID accrued with respect to an OID debt security will be treated as foreign
source income for US federal income tax purposes. For US foreign tax credit
purposes, OID accrued with respect to an OID debt security will generally
constitute "passive income," or in the case of certain US holders, "financial
services income".

  Short-Term Debt Securities

     Special rules may apply to a debt security with a maturity of one year or
less ("a short-term debt security"). If you are an accrual basis holder, you
will be required to accrue OID on the short-term debt security on either a
straight line basis or, at the election of the holder, under a constant yield
method (based on daily compounding). No interest payments on a short-term debt
security will be qualified stated interest. Consequently, such interest payments
are included in the short-term debt security's stated redemption price at
maturity. Since the amount of OID is calculated in the same manner as described
above under "Original Issue Discount," such interest payments may give rise to
OID (or acquisition discount, as defined below) even if the short-term debt
securities are not actually issued at a discount. If you are a cash basis holder
and do not elect to include OID in income as it accrues, you will not be
required to include OID in income until you actually receive payments on the
debt security. However, you will be required to treat any gain upon the sale,
exchange or retirement of the debt security as ordinary income to the extent of
the accrued OID on the debt security that you have not yet taken into income at
the time of the sale. Also, if you borrow money (or do not repay outstanding
debt) to acquire or hold the debt security, you may not be allowed to deduct
interest on the borrowing that corresponds to accrued OID on the debt security
until you include the OID in your income.

     Alternatively, regardless of whether you are a cash basis or accrual basis
holder, you can elect to accrue any "acquisition discount" with respect to the
short-term debt security on a current basis. Acquisition discount is the excess
of the stated redemption price at maturity of the debt security over the
purchase price. Acquisition discount will be treated as accruing rateably or, at
the election of the holder, under a constant yield method (based on daily
compounding). If you elect to accrue acquisition discount, the OID rules will
not apply. US holders should consult their own tax advisors as to the
application of these rules.

     As described above, certain of the debt securities may be subject to
special redemption features. These features may affect the determination of
whether a debt security has a maturity of one year or less and thus is a
short-term debt security. If you purchase a debt security, you should carefully
examine the pricing supplement and consult your tax advisor about these
features.

  Premium and Market Discount

     If you purchase a debt security at a cost greater than the debt security's
remaining redemption amount, you will be considered to have purchased the debt
security at a premium, and you may elect to amortize the premium as an offset to
interest income, using a constant yield method, over the remaining term of the
debt security. If you make this election, it generally will apply to all debt
instruments that you hold at the time of the election, as well as any debt
instruments that you subsequently acquire. In addition, you may not revoke the
election without the consent of the IRS. If you elect to amortize the premium
you will be required to reduce your tax basis in the debt security by the amount
of the premium amortized during your holding period. In the case of premium on a
foreign currency debt security, you should calculate the amortization of the
premium in the foreign currency. Amortization deductions attributable to a
period reduce interest payments in respect of that period, and therefore are
translated into US dollars at the rate that you use for those interest payments.
Exchange gain or loss will be realized with respect to amortized premium on a
foreign currency debt security based on the difference between the exchange rate
computed on the date or dates the premium is amortized against interest payments
on the debt security and the exchange rate on the date when the holder acquired
the debt security. For a US holder that does not elect to amortize premium, the
amount of premium will be included in your tax basis when the debt security
matures or is disposed of. Therefore, if you do not elect to amortize premium
and you hold the debt security to maturity, you generally will be required to
treat the premium as capital loss when the debt security matures.

                                       105


     A debt security, other than a short-term debt security, will be treated as
purchased at a market discount (a "market discount debt security") if the debt
security's stated redemption price at maturity or, in the case of OID debt
security, the debt security's "revised issue price", exceeds the amount for
which the US Holder purchased the debt security by at least one-fourth of one
per cent (0.25%) of such debt security's stated redemption price at maturity or
revised issue price, respectively, multiplied by the number of complete years to
the debt security's maturity. For these purposes, the "revised issue price" of a
debt security generally equals its issue price, increased by the amount of any
OID that has accrued on the debt security.

     Any gain recognized on the maturity or disposition of a market discount
debt security will be treated as ordinary income to the extent that such gain
does not exceed the accrued market discount on such debt security.
Alternatively, a US holder of a market discount debt security may elect to
include market discount in income currently over the life of the debt security.
Such an election shall apply to all debt instruments with market discount
acquired by the electing US holder on or after the first day of the first
taxable year to which the election applies. This election may not be revoked
without the consent of the Internal Revenue Service.

     Market discount on a market discount debt security will accrue on a
straight line basis unless the US holder elects to accrue such market discount
on a constant yield method. Such an election shall apply only to the debt
security with respect to which it is made and may not be revoked. A US holder of
a market discount debt security that does not elect to include market discount
in income currently generally will be required to defer deductions for interest
on borrowings allocable to such debt security in an amount not exceeding the
accrued market discount on such debt security until the maturity or disposition
of such debt security. Any accrued market discount on a foreign currency debt
security that is currently includable in income will generally be translated
into US dollars at the average rate for the accrual periods (or portion thereof
within the holder's taxable year).

  Warrants

     A description of the tax consequences of an investment in warrants will be
provided in the applicable prospectus supplement.

  Indexed Debt Securities and Other Debt Securities Providing for Contingent
Payment

     Special rules govern the tax treatment of debt obligations that provide for
contingent payments ("contingent debt obligations"). These rules generally
require accrual of interest income on a constant yield basis in respect of
contingent debt obligations at a yield determined at the time of issuance of the
obligation, and may require adjustments to these accruals when any contingent
payments are made. In addition, special rules may apply to floating rate debt
securities if the interest payable on the debt securities is based on more than
one interest rate index. We will provide a detailed description of the tax
considerations relevant to US holders of any debt securities that are subject to
the special rules discussed in this paragraph in the relevant prospectus
supplement.

Non-US Holders

     The following summary applies to you if you are not a US holder, as defined
above.

     Subject to the discussion below under the caption "Information Reporting
and Backup Withholding", the interest income that you derive in respect of the
debt securities generally will be exempt from US federal income taxes, including
US withholding tax on payments of interest (including OID) unless such income is
effectively connected with the conduct of a trade or business within the United
States. Further, any gain you realize on a sale or exchange of debt securities
generally will be exempt from US federal income tax, including US withholding
tax, unless:

     - your gain is effectively connected with your conduct of a trade or
       business within the United States; or

     - you are an individual holder and are present in the United States for 183
       days or more in the taxable year of the sale, and either (i) your gain is
       attributable to an office or other fixed place of business that you
       maintain in the United States or (ii) you have a tax home in the United
       States.
                                       106


Information Reporting and Backup Withholding

     In general, information reporting requirements may apply to certain
payments made within the United States of interest on a debt security, including
payments made by the US office of a paying agent, broker or other intermediary,
and to proceeds of a sale, exchange, or retirement of debt security effected at
the US office of a US or foreign broker. A "backup withholding" tax may apply to
such payments or proceeds if the beneficial owner fails to provide a correct
taxpayer identification number or to otherwise comply with the applicable backup
withholding rules. Certain persons (including, among others, corporations) and
non-US holders which provide an appropriate certification or otherwise qualify
for exemption are not subject to the backup withholding and information
reporting requirements.

     The proceeds of the sale, exchange, retirement or other disposition of debt
securities effected through a foreign office of a broker that is a US controlled
person will be subject to information reporting, but are not generally subject
to backup withholding. A "US controlled person" is (i) a United States person,
(ii) a controlled foreign corporation for United States federal income tax
purposes, (iii) a foreign person for which 50% or more of its gross income from
all sources, over as specified three year period, is effectively connected with
a United States trade or business or (iv) a foreign partnership that, at any
time in its taxable year, is 50% or more (by income or capital interest) owned
by a United States person or is engaged in the conduct of a United States trade
or business.

     Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment made to a US holder generally may be
claimed as a credit against such holder's US federal income tax liability
provided the appropriate information is furnished to the IRS.

                                       107


                              PLAN OF DISTRIBUTION

     The Republic may sell the debt securities or warrants in any of three ways:

     - through underwriters or dealers;

     - directly to one or more purchasers; or

     - through agents.

     The prospectus supplement relating to a particular series of debt
securities or warrants will set out:

     - the names of any underwriters or agents;

     - the purchase price of the securities;

     - the proceeds to the Republic from the sale;

     - any underwriting discounts and other compensation;

     - the initial public offering price;

     - any discounts or concessions allowed, reallowed or paid to dealers; and

     - any securities exchanges on which the securities will be listed.

     Any underwriter involved in the sale of securities will acquire the
securities for its own account. The underwriters may resell the securities from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices to be determined at the time
of sale. The securities may be offered to the public either by underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Unless the prospectus supplement states otherwise, the underwriters
will benefit from certain conditions that must be satisfied before they are
obligated to purchase such securities and they will be obligated to purchase all
of the securities if any are purchased. The underwriters may change any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.

     If the Republic sells debt securities or warrants through agents, the
prospectus supplement will identify the agent and indicate any commissions
payable by the Republic. Unless the prospectus supplement states otherwise, all
agents will act on a best efforts basis.

     The Republic may authorize agents, underwriters or dealers to solicit
offers by certain specified entities to purchase the securities from the
Republic at the public offering price set forth in a prospectus supplement
pursuant to delayed delivery contracts. The prospectus supplement will set out
the conditions of the delayed delivery contracts and the commission receivable
by the agents, underwriters or dealers for soliciting the contracts.

     The Republic may offer securities as full, partial or alternative
consideration for the purchase of other securities of the Republic, either in
connection with a publicly announced tender, exchange or other offer for such
securities or in privately negotiated transactions. The offer may be in addition
to or in lieu of sales of securities directly or through underwriters or agents.

     Agents and underwriters may be entitled to indemnification by the Republic
against certain liabilities, including liabilities under the United States
Securities Act of 1933, or to contribution from the Republic with respect to
certain payments which the agents or underwriters may be required to make.
Agents and underwriters may be customers of, engage in transactions with, or
perform services (including commercial and investment banking services) for, the
Republic in the ordinary course of business.

     In compliance with NASD guidelines the maximum compensation to any
underwriters or agents in connection with the sale of any securities pursuant to
the prospectus and applicable prospectus supplements will not exceed 8% of the
aggregate total offering price to the public of such securities as set forth on
the cover page of the applicable prospectus supplement; however, it is
anticipated that the maximum compensation paid will be significantly less than
8%.
                                       108


     Unless otherwise specified in the applicable prospectus supplement, if the
Republic offers and sells securities outside the United States, each underwriter
or dealer will acknowledge that:

     - the securities offered have not been and will not be registered under the
       US Securities Act of 1933; and

     - may not be offered or sold in the United States except pursuant to an
       exemption from, or in a transaction not subject to, the registration
       requirements of the US Securities Act of 1933. Each participating
       underwriter or dealer will agree that it has not offered or sold, and
       will not offer or sell, any debt securities constituting part of its
       allotment in the United States except in accordance with Rule 903 of
       Regulation S under the US Securities Act of 1933. Accordingly, each
       underwriter or dealer will agree that neither the underwriter nor dealer
       nor its affiliates nor any persons acting on its or their behalf have
       engaged or will engage in any directed selling efforts with respect to
       the securities.

                           VALIDITY OF THE SECURITIES

     The Secretary of the Department of Justice of the Republic will provide an
opinion on behalf of the Republic as to the validity of the securities under
Philippine law. Allen & Overy, United States counsel for the Republic, will
provide an opinion on behalf of the Republic as to the validity of the
securities under US and New York State law. US and Philippine counsel named in
the applicable prospectus supplement will provide an opinion as to certain legal
matters on behalf of the underwriters named in the applicable prospectus
supplement.

                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

     The authorized agent of the Republic in the United States is Hon. Cecilia
B. Rebong, Consul General, the Philippine Consulate General, 556 Fifth Avenue,
New York, New York 10036-5095.

                   EXPERTS; OFFICIAL STATEMENTS AND DOCUMENTS

     Mina Figueroa, in her official capacity as National Treasurer of the
Republic, reviewed the information set forth in the prospectus relating to the
Republic, which information is included in the prospectus on his authority.

                              FURTHER INFORMATION

     The Republic filed a registration statement with respect to the securities
with the Securities and Exchange Commission under the US Securities Act of 1933,
as amended, and its related rules and regulations. You can find additional
information concerning the Republic and the securities in the registration
statement and any pre- or post-effective amendment, including its various
exhibits, which may be inspected at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549.

                                       109


                 DEBT TABLES OF THE REPUBLIC OF THE PHILIPPINES


<Table>
<Caption>
                                                                PAGE
                                                                ----
                                                             
Guaranteed External Debts of the Republic of the
  Philippines...............................................     T-2
External Debt of the Republic of the Philippines............     T-9
Domestic Government Securities..............................    T-21
Domestic Debt of the Republic (Other Than Securities).......    T-33
Guaranteed Domestic Debt of the Republic (Other Than
  Securities)...............................................    T-34
</Table>


                                       T-1



        GUARANTEED EXTERNAL DEBTS OF THE REPUBLIC OF THE PHILIPPINES(1)

                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>

                                                                                                          ORIGINAL AMOUNT
                                                            INTEREST RATE/                                   CONTRACTED
                                                               SPREAD/                               --------------------------
                                                            SERVICE CHARGE      YEAR      YEAR OF    (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS          (PER ANNUM)     CONTRACTED   MATURITY      CURR.)      DOLLARS)(2)
- --------                  --------------------------------  --------------   ----------   --------   ------------   -----------
                                                                                                  
GRAND TOTAL                                                                                                          18,527.93
                                                                                                                     =========
I.  NATIONAL GOVERNMENT DIRECT GUARANTEE ON GOCC LOANS                                                               18,069.45
                                                                                                                     =========
A. LOANS                                                                                                             13,091.27
                                                                                                                     =========
SWISS FRANCS                                                                                               81.46         65.18
                                                                                                      ----------     ---------
                          FIXED RATE                            8.8750%         1992         2004          34.31         27.45
                          SWISS EXPORT BASE RATE                1.3750%         1993         2004           6.50          5.20
                          SWISS EXPORT BASE RATE                1.3750%         1993         2004          40.65         32.53
DEUTSCHE MARKS                                                                                            850.93        543.19
                                                                                                      ----------     ---------
                          FIXED RATE                            7.0000%         1995         2035          30.70         19.60
                          FIXED RATE                            2.0000%         1990         2020         150.00         95.75
                          FIXED RATE                            2.0000%         1988         2018          46.00         29.36
                          FIXED RATE                            9.0000%         1992         2032          60.00         38.30
                          FIXED RATE                            9.0000%         1993         2033          60.00         38.30
                          FIXED RATE                            9.0000%         1993         2023          30.40         19.41
                          FIXED RATE                            2.0000%         1981         2016          15.50          9.89
                          FIXED RATE                            2.0000%         1981         2011           0.60          0.38
                          FIXED RATE                            7.5000%         1995         2035          14.75          9.42
                          FIXED RATE                            2.0000%         1981         2011           4.70          3.00
                          FIXED RATE                            2.0000%         1979         2009           7.00          4.47
                          FIXED RATE                            2.0000%         1979         2015          35.80         22.85
                          FIXED RATE                            7.5000%         1995         2035          50.10         31.98
                          FIXED RATE                            2.0000%         1979         2009           2.80          1.79
                          FIXED RATE                            9.0000%         1993         2033         145.00         92.56
                          FIXED RATE                            6.5000%         1996         2008          15.00          9.58
                          FIXED RATE                            9.0000%         1995         2036          12.80          8.17
                          FIXED RATE                            6.5000%         1996         2036           9.30          5.94
                          GERMAN CAPITAL MARKET RATE            0.0000%         1991         2031          17.25         11.01
                          GERMAN CAPITAL MARKET RATE            0.0000%         1992         2005          26.00         16.60
                          GERMAN CAPITAL MARKET RATE            0.0000%         1993         2005          39.60         25.28
                          GERMAN CAPITAL MARKET RATE            0.0000%         1993         2005          15.00          9.58
                          LIBOR-6MOS. DEPOSIT                   1.0000%         1992         2004          18.70         11.94
                          LIBOR-6MOS. DEPOSIT                   0.0000%         1994         2004          43.93         28.05
EURO                                                                                                       39.33         49.10
                                                                                                      ----------     ---------
                          INTEREST FREE                         0.0000%         2000         2013           7.81          9.75
                          FIXED RATE                            3.0000%         1999         2039          14.69         18.34
                          FIXED RATE                            3.0000%         2001         2040           9.35         11.67
                          LIBOR-6MOS. DEPOSIT                   0.0000%         2003         2010           7.48          9.34
SPANISH PESETAS                                                                                         1,262.24          9.47
                                                                                                      ----------     ---------
                          FIXED RATE                            2.5000%         1993         2013         631.12          4.74
                          ORGANIZATION FOR ECONOMIC
                          COOPERATION DEVELOPMENT RATE          0.0000%         1993         2004         631.12          4.74
FRENCH FRANCS                                                                                             469.61         89.38
                                                                                                      ----------     ---------
                          FIXED RATE                            6.8500%         1994         2006           9.42          1.79
                          FIXED RATE                            3.0000%         1990         2021           4.86          0.93
                          FIXED RATE                            3.0000%         1990         2021           0.38          0.07
                          FIXED RATE                            3.5000%         1979         2005          80.00         15.23
                          FIXED RATE                            3.0000%         1990         2021           1.68          0.32
                          FIXED RATE                            3.1000%         1994         2014          10.09          1.92
                          FIXED RATE                            3.3000%         1994         2014           4.94          0.94
                          FIXED RATE                            3.0000%         1990         2021           1.45          0.28
                          FIXED RATE                            2.5000%         1991         2022           6.44          1.22
                          FIXED RATE                            3.1000%         1994         2014           9.90          1.89
                          FIXED RATE                            3.0000%         1990         2022           0.76          0.14
                          FIXED RATE                            8.1000%         1994         2005           1.69          0.32
                          FIXED RATE                            3.0000%         1988         2021          45.88          8.73
                          FIXED RATE                            3.0000%         1990         2021           6.26          1.19
                          FIXED RATE                            3.0000%         1990         2021           1.41          0.27
                          FIXED RATE                            3.0000%         1990         2021           1.69          0.32
                          FIXED RATE                            5.4500%         1990         2016         120.00         22.84
                          FIXED RATE                            2.5000%         1991         2022           8.06          1.53
                          FIXED RATE                            3.0000%         1990         2022           1.22          0.23
                          FIXED RATE                            3.0000%         1990         2022           6.12          1.16
                          FIXED RATE                            3.0000%         1990         2021           4.73          0.90
                          FIXED RATE                            3.0000%         1990         2022           0.36          0.07
                          FIXED RATE                            3.0000%         1990         2022           2.25          0.43
                          FIXED RATE                            3.0000%         1988         2021           4.12          0.78
                          FIXED RATE                            8.1000%         1994         2006           5.00          0.95
                          FIXED RATE                            3.1000%         1994         2014          42.62          8.11
                          FIXED RATE                            6.8700%         1996         2017          24.65          4.69
                          FIXED RATE                            1.5000%         1996         2022           8.42          1.60
                          FIXED RATE                            1.5000%         1996         2022           4.46          0.85
                          FIXED RATE                            1.5000%         1996         2022           7.49          1.43
                          FIXED RATE                            1.5000%         1996         2022          10.46          1.99
                          FIXED RATE                            1.5000%         1996         2022           0.45          0.09

<Caption>
                                                               OUTSTANDING BALANCE
                                                                      AS OF
                                                                DECEMBER 31, 2003
                                                            --------------------------
                                                            (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS            CURR.)      DOLLARS)(2)
- --------                  --------------------------------  ------------   -----------
                                                                     
GRAND TOTAL                                                                 12,347.51
                                                                            =========
I.  NATIONAL GOVERNMENT DIRECT GUARANTEE ON GOCC LOANS                      12,075.21
                                                                            =========
A. LOANS                                                                     7,097.04
                                                                            =========
SWISS FRANCS                                                       7.70          6.16
                                                             ----------     ---------
                          FIXED RATE                               1.72          1.37
                          SWISS EXPORT BASE RATE                   0.50          0.40
                          SWISS EXPORT BASE RATE                   5.48          4.39
DEUTSCHE MARKS                                                   387.13        247.12
                                                             ----------     ---------
                          FIXED RATE                              26.70         17.04
                          FIXED RATE                              25.22         16.10
                          FIXED RATE                              33.35         21.29
                          FIXED RATE                              68.87         43.96
                          FIXED RATE                              59.95         38.27
                          FIXED RATE                              30.40         19.41
                          FIXED RATE                               6.02          3.84
                          FIXED RATE                               0.24          0.15
                          FIXED RATE                              14.75          9.42
                          FIXED RATE                               1.86          1.19
                          FIXED RATE                               1.93          1.23
                          FIXED RATE                              13.20          8.43
                          FIXED RATE                              44.70         28.53
                          FIXED RATE                               0.77          0.49
                          FIXED RATE                               9.20          5.87
                          FIXED RATE                               0.00          0.00
                          FIXED RATE                               6.86          4.38
                          FIXED RATE                              16.54         10.56
                          GERMAN CAPITAL MARKET RATE               2.52          1.61
                          GERMAN CAPITAL MARKET RATE               1.81          1.15
                          GERMAN CAPITAL MARKET RATE              12.93          8.26
                          GERMAN CAPITAL MARKET RATE               6.18          3.94
                          LIBOR-6MOS. DEPOSIT                      0.94          0.60
                          LIBOR-6MOS. DEPOSIT                      2.20          1.40
EURO                                                              11.12         13.88
                                                             ----------     ---------
                          INTEREST FREE                            7.81          9.75
                          FIXED RATE                               0.21          0.26
                          FIXED RATE                               1.97          2.45
                          LIBOR-6MOS. DEPOSIT                      1.14          1.42
SPANISH PESETAS                                                  597.83          4.49
                                                             ----------     ---------
                          FIXED RATE                             523.46          3.93
                          ORGANIZATION FOR ECONOMIC
                          COOPERATION DEVELOPMENT RATE            74.37          0.56
FRENCH FRANCS                                                    294.25         56.01
                                                             ----------     ---------
                          FIXED RATE                               3.79          0.72
                          FIXED RATE                               4.37          0.83
                          FIXED RATE                               0.35          0.07
                          FIXED RATE                               6.00          1.14
                          FIXED RATE                               1.44          0.27
                          FIXED RATE                               8.54          1.63
                          FIXED RATE                               4.06          0.77
                          FIXED RATE                               1.20          0.23
                          FIXED RATE                               6.11          1.16
                          FIXED RATE                               8.37          1.59
                          FIXED RATE                               0.74          0.14
                          FIXED RATE                               0.25          0.05
                          FIXED RATE                              35.56          6.77
                          FIXED RATE                               5.48          1.04
                          FIXED RATE                               1.27          0.24
                          FIXED RATE                               1.51          0.29
                          FIXED RATE                              78.00         14.85
                          FIXED RATE                               7.26          1.38
                          FIXED RATE                               1.13          0.21
                          FIXED RATE                               5.66          1.08
                          FIXED RATE                               3.91          0.74
                          FIXED RATE                               0.33          0.06
                          FIXED RATE                               1.91          0.36
                          FIXED RATE                               3.40          0.65
                          FIXED RATE                               1.24          0.24
                          FIXED RATE                              33.40          6.36
                          FIXED RATE                              11.09          2.11
                          FIXED RATE                               7.98          1.52
                          FIXED RATE                               4.34          0.83
                          FIXED RATE                               7.49          1.43
                          FIXED RATE                              10.46          1.99
                          FIXED RATE                               2.99          0.57
</Table>

                                       T-2


 GUARANTEED EXTERNAL DEBTS OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)

                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>

                                                                                                          ORIGINAL AMOUNT
                                                            INTEREST RATE/                                   CONTRACTED
                                                               SPREAD/                               --------------------------
                                                            SERVICE CHARGE      YEAR      YEAR OF    (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS          (PER ANNUM)     CONTRACTED   MATURITY      CURR.)      DOLLARS)(2)
- --------                  --------------------------------  --------------   ----------   --------   ------------   -----------
                                                                                                  
                          FIXED RATE                            5.4500%         1991         2018          30.00          5.71
                          FIXED RATE                            3.3000%         1994         2014           1.14          0.22
                          FIXED RATE                            3.0000%         1990         2022           0.48          0.09
                          FIXED RATE                            3.0000%         1990         2022           0.70          0.13
KOREAN WON                                                                                             16,894.00         14.11
                                                                                                      ----------     ---------
                          FIXED RATE                            3.5000%         1995         2015       8,249.00          6.89
                          FIXED RATE                            3.5000%         1995         2015       8,645.00          7.22
POUNDS STERLING                                                                                             7.74         13.72
                                                                                                      ----------     ---------
                          FIXED RATE                            5.9500%         1995         2007           7.74         13.72
JAPANESE YEN                                                                                          684,547.25      6,390.93
                                                                                                      ----------     ---------
                          FIXED RATE                            2.5000%         1992         2022       6,686.00         62.42
                          FIXED RATE                            6.5000%         1991         2004      13,214.97        123.37
                          FIXED RATE                            3.0000%         1994         2024      15,000.00        140.04
                          FIXED RATE                            2.5000%         1989         2006       5,003.68         46.71
                          FIXED RATE                            2.5000%         1991         2021      30,084.00        280.86
                          FIXED RATE                            2.7000%         1988         2004       1,936.96         18.08
                          FIXED RATE                            6.5000%         1991         2011      12,215.94        114.05
                          FIXED RATE                            3.0000%         1994         2024      22,500.00        210.06
                          FIXED RATE                            5.5000%         1992         2010      20,550.00        191.85
                          FIXED RATE                            4.7000%         1993         2009      17,812.50        166.30
                          FIXED RATE                            5.8000%         1992         2004      27,885.85        260.34
                          FIXED RATE                            2.5000%         1995         2025       5,283.00         49.32
                          FIXED RATE                            2.1000%         1995         2025         848.00          7.92
                          FIXED RATE                            2.5000%         1995         2025       1,104.00         10.31
                          FIXED RATE                            2.1000%         1995         2025         248.00          2.32
                          FIXED RATE                            2.7000%         1995         2025      11,394.00        106.37
                          FIXED RATE                            2.3000%         1995         2025         921.00          8.60
                          FIXED RATE                            2.7000%         1995         2025       2,224.00         20.76
                          FIXED RATE                            2.7000%         1996         2026      22,837.00        213.21
                          FIXED RATE                            2.3000%         1996         2026       1,875.00         17.51
                          FIXED RATE                            2.7000%         1996         2026      10,184.00         95.08
                          FIXED RATE                            2.3000%         1996         2026         310.00          2.89
                          FIXED RATE                            2.5000%         1996         2026       5,000.00         46.68
                          FIXED RATE                            2.1000%         1996         2026         158.00          1.48
                          FIXED RATE                            2.3000%         1997         2027       8,760.00         81.78
                          FIXED RATE                            2.7000%         1997         2027      14,011.00        130.81
                          FIXED RATE                            2.3000%         1997         2027         449.00          4.19
                          FIXED RATE                            2.7000%         1997         2027       7,747.00         72.33
                          FIXED RATE                            2.3000%         1997         2027         339.00          3.16
                          FIXED RATE                            2.7000%         1997         2027      14,638.00        136.66
                          FIXED RATE                            2.3000%         1997         2027         334.00          3.12
                          FIXED RATE                            2.5000%         1997         2027       5,903.00         55.11
                          FIXED RATE                            2.1000%         1997         2027       1,325.00         12.37
                          FIXED RATE                            2.5000%         1997         2027         386.00          3.60
                          FIXED RATE                            2.1000%         1997         2027         648.00          6.05
                          FIXED RATE                            2.5000%         1997         2027       1,927.00         17.99
                          FIXED RATE                            2.1000%         1997         2027         819.00          7.65
                          FIXED RATE                            2.2000%         1998         2028      13,788.00        128.72
                          FIXED RATE                            0.7500%         1998         2038         767.00          7.16
                          FIXED RATE                            2.2000%         1998         2028      19,532.00        182.35
                          FIXED RATE                            0.7500%         1998         2038         458.00          4.28
                          FIXED RATE                            2.2000%         1998         2028       3,064.00         28.61
                          FIXED RATE                            1.7000%         1998         2028       2,193.00         20.47
                          FIXED RATE                            0.7500%         1998         2038         815.00          7.61
                          FIXED RATE                            2.2000%         1999         2028       3,064.00         28.61
                          FIXED RATE                            1.7000%         1999         2028       2,193.00         20.47
                          FIXED RATE                            2.2000%         1999         2040      16,450.00        153.58
                          FIXED RATE                            0.9500%         2001         2041      39,455.00        368.35
                          FIXED RATE                            0.7500%         2001         2041       2,476.00         23.12
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  1.2500%         1994         2019      26,840.00        250.58
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  1.2500%         1994         2008      31,500.00        294.08
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  1.2500%         1994         2005       2,163.65         20.20
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  0.0000%         1994         2014      12,400.00        115.77
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  1.2500%         1994         2005         297.84          2.78
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  0.0000%         1992         2014       6,100.00         56.95
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  0.0000%         1992         2015      18,600.00        173.65
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  0.0000%         1999         2019      60,000.00        560.16
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  0.0000%         2001         2011      12,500.00        116.70

<Caption>
                                                               OUTSTANDING BALANCE
                                                                      AS OF
                                                                DECEMBER 31, 2003
                                                            --------------------------
                                                            (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS            CURR.)      DOLLARS)(2)
- --------                  --------------------------------  ------------   -----------
                                                                     
                          FIXED RATE                              22.65          4.31
                          FIXED RATE                               0.90          0.17
                          FIXED RATE                               0.42          0.08
                          FIXED RATE                               0.67          0.13
KOREAN WON                                                    13,572.73         11.33
                                                             ----------     ---------
                          FIXED RATE                           6,562.27          5.48
                          FIXED RATE                           7,010.47          5.85
POUNDS STERLING                                                    3.10          5.49
                                                             ----------     ---------
                          FIXED RATE                               3.10          5.49
JAPANESE YEN                                                 398,516.95      3,720.55
                                                             ----------     ---------
                          FIXED RATE                           6,033.70         56.33
                          FIXED RATE                             328.60          3.07
                          FIXED RATE                          12,699.81        118.57
                          FIXED RATE                           2,471.84         23.08
                          FIXED RATE                          25,681.46        239.76
                          FIXED RATE                             645.65          6.03
                          FIXED RATE                           6,304.50         58.86
                          FIXED RATE                          22,500.00        210.06
                          FIXED RATE                           3,507.32         32.74
                          FIXED RATE                           5,371.85         50.15
                          FIXED RATE                           2,384.79         22.26
                          FIXED RATE                             716.44          6.69
                          FIXED RATE                             488.96          4.56
                          FIXED RATE                           1,021.72          9.54
                          FIXED RATE                             328.78          3.07
                          FIXED RATE                          10,211.48         95.33
                          FIXED RATE                           1,338.70         12.50
                          FIXED RATE                           1,366.30         12.76
                          FIXED RATE                          12,325.11        115.07
                          FIXED RATE                           4,741.61         44.27
                          FIXED RATE                          10,240.00         95.60
                          FIXED RATE                             250.04          2.33
                          FIXED RATE                           4,900.47         45.75
                          FIXED RATE                             157.99          1.48
                          FIXED RATE                             502.89          4.69
                          FIXED RATE                           2,086.83         19.48
                          FIXED RATE                              97.17          0.91
                          FIXED RATE                           6,373.03         59.50
                          FIXED RATE                             284.70          2.66
                          FIXED RATE                           8,862.82         82.74
                          FIXED RATE                             292.69          2.73
                          FIXED RATE                             938.36          8.76
                          FIXED RATE                             914.62          8.54
                          FIXED RATE                             291.91          2.73
                          FIXED RATE                             505.95          4.72
                          FIXED RATE                              50.35          0.47
                          FIXED RATE                             148.83          1.39
                          FIXED RATE                           2,670.27         24.93
                          FIXED RATE                             362.85          3.39
                          FIXED RATE                           6,825.34         63.72
                          FIXED RATE                             370.57          3.46
                          FIXED RATE                             390.74          3.65
                          FIXED RATE                             970.75          9.06
                          FIXED RATE                             671.82          6.27
                          FIXED RATE                          15,422.28        143.98
                          FIXED RATE                           7,915.12         73.90
                          FIXED RATE                             641.84          5.99
                          FIXED RATE                           1,078.12         10.07
                          FIXED RATE                               0.00          0.00
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                14,775.13        137.94
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                20,649.67        192.79
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                   305.88          2.86
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                 4,320.55         40.34
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                    29.78          0.28
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                 4,007.61         37.42
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                12,116.47        113.12
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                47,142.85        440.13
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                22,500.00        210.06
</Table>

                                       T-3


 GUARANTEED EXTERNAL DEBTS OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)

                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>

                                                                                                          ORIGINAL AMOUNT
                                                            INTEREST RATE/                                   CONTRACTED
                                                               SPREAD/                               --------------------------
                                                            SERVICE CHARGE      YEAR      YEAR OF    (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS          (PER ANNUM)     CONTRACTED   MATURITY      CURR.)      DOLLARS)(2)
- --------                  --------------------------------  --------------   ----------   --------   ------------   -----------
                                                                                                  
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                  0.0000%         2000         2007       5,370.68         50.14
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                 -0.2000%         1999         2014      26,000.00        242.74
                          JAPAN SWAP RATE                       1.6000%         1999         2009      20,800.00        194.19
                          LIBOR 6MOS DEPOSIT                    1.6000%         1999         2009      27,200.00        253.94
                          LIBOR 6MOS DEPOSIT                    0.0000%         1999         2004      13,537.00        126.38
                          ADB FLOATING RATE                     0.0000%         1998         2013       3,057.00         28.54
                          ADB FLOATING RATE                     0.5000%         1996         2016       2,166.00         20.22
                          ADB FLOATING RATE                     0.5000%         2002         2021       3,676.05         34.32
                          LIBOR 6MOS DEPOSIT                    0.0000%         2000         2014         314.75          2.94
                          CQB                                   0.1000%         2001         2011       3,717.00         34.70
                          LIBOR BASE RATE                       0.5000%         1996         2016       9,090.39         84.87
                          US LIBOR                              0.0000%         2001         2020       2,400.00         22.41
SPECIAL DRAWING RIGHTS                                                                                     18.50         27.39
                                                                                                      ----------     ---------
                          INTEREST FREE                         0.7500%         1992         2032           3.00          4.44
                          INTEREST FREE                         0.5000%         1998         2017           5.00          7.40
                          LIBOR 6MOS. DEPOSIT                   0.8000%         1995         2034           3.50          5.18
                          LIBOR 6MOS. DEPOSIT                   0.8000%         1995         2014           7.00         10.36
UNITED STATES DOLLARS                                                                                   5,688.80      5,888.80
                                                                                                      ----------     ---------
                          ADB FLOATING RATE                     0.0000%         1993         2018          43.20         43.20
                          ADB FLOATING RATE                     0.0000%         1989         2004         130.00        130.00
                          ADB FLOATING RATE                     0.0000%         1991         2009          25.00         25.00
                          ADB FLOATING RATE                     0.0000%         1992         2007           2.60          2.60
                          ADB FLOATING RATE                     0.0000%         1989         2012          26.40         26.40
                          ADB FLOATING RATE                     0.0000%         1988         2012          43.50         43.50
                          ADB FLOATING RATE                     0.0000%         1991         2006         100.00        100.00
                          ADB FLOATING RATE                     0.0000%         1986         2006          92.00         92.00
                          ADB FLOATING RATE                     0.0000%         1995         2020          92.00         92.00
                          ADB FLOATING RATE                     0.0000%         1993         2012         138.00        138.00
                          ADB FLOATING RATE                     0.0000%         1991         2015         200.00        200.00
                          ADB FLOATING RATE                     0.0000%         1988         2008         120.00        120.00
                          ADB FLOATING RATE                     0.0000%         1989         2009         160.00        160.00
                          ADB FLOATING RATE                     0.0000%         1995         2019         244.00        244.00
                          ADB FLOATING RATE                     0.0000%         1992         2012          75.00         75.00
                          ADB FLOATING RATE                     0.0000%         1992         2016          31.40         31.40
                          ADB FLOATING RATE                     0.0000%         1993         2013         164.00        164.00
                          ADB FLOATING RATE                     0.0000%         1998         2021          50.00         50.00
                          ADB FLOATING RATE                     0.0000%         1996         2011           5.35          5.35
                          ADB FLOATING RATE                     0.0000%         1998         2017          20.22         20.22
                          FIXED RATE                            1.5000%         1990         2010           0.17          0.17
                          FIXED RATE                            1.5000%         1990         2010           0.03          0.03
                          FIXED RATE                           10.5000%         1984         2007          39.30         39.30
                          FIXED RATE                            1.5000%         1990         2010           0.08          0.08
                          FIXED RATE                            1.5000%         1990         2010           0.05          0.05
                          FIXED RATE                            3.0000%         1995         2006           0.50          0.50
                          FIXED RATE                            8.1000%         1980         2005          42.80         42.80
                          FIXED RATE                            7.6000%         1979         2004          60.70         60.70
                          FIXED RATE                            1.5000%         1990         2010           0.41          0.41
                          FIXED RATE                            1.5000%         1990         2010           0.04          0.04
                          FIXED RATE                            1.5000%         1990         2010          15.67         15.67
                          FIXED RATE                            1.5000%         1990         2010           9.34          9.34
                          FIXED RATE                            1.5000%         1990         2010          11.56         11.56
                          FIXED RATE                            1.5000%         1990         2010           0.09          0.09
                          FIXED RATE                            2.0000%         1993         2013          19.30         19.30
                          FIXED RATE                            3.5750%         1995         2012          37.90         37.90
                          FIXED RATE                            1.5000%         1990         2010           0.03          0.03
                          FIXED RATE                            1.5000%         1990         2010           0.10          0.10
                          FIXED RATE                            1.5000%         1990         2010           0.20          0.20
                          FIXED RATE                            1.5000%         1990         2010           3.38          3.38
                          FIXED RATE                            1.5000%         1990         2010           0.17          0.17
                          FIXED RATE                           10.1000%         1981         2006          87.50         87.50
                          FIXED RATE                            1.5000%         1990         2010          11.21         11.21
                          FIXED RATE                            1.5000%         1990         2010           0.15          0.15
                          FIXED RATE                           10.2500%         1984         2004          33.00         33.00
                          FIXED RATE                            1.5000%         1990         2010           0.04          0.04
                          FIXED RATE                            3.0000%         1995         2006           9.50          9.50
                          FIXED RATE                            1.5000%         1990         2010           0.18          0.18
                          FIXED RATE                            1.5000%         1990         2010           0.91          0.91
                          FIXED RATE                            1.5000%         1990         2010           0.12          0.12
                          FIXED RATE                            1.5000%         1990         2010           0.63          0.63
                          FIXED RATE                            1.2500%         1993         2025          24.50         24.50
                          FIXED RATE                            1.5000%         1990         2010           0.51          0.51
                          FIXED RATE                            1.5000%         1990         2010           0.99          0.99
                          FIXED RATE                            1.5000%         1990         2010           0.38          0.38
                          FIXED RATE                            1.5000%         1990         2010           4.99          4.99
                          FIXED RATE                            1.5000%         1990         2010           0.23          0.23
                          FIXED RATE                            1.5000%         1990         2010           1.35          1.35

<Caption>
                                                               OUTSTANDING BALANCE
                                                                      AS OF
                                                                DECEMBER 31, 2003
                                                            --------------------------
                                                            (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS            CURR.)      DOLLARS)(2)
- --------                  --------------------------------  ------------   -----------
                                                                     
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                 3,068.96         28.65
                          JAPAN LONG TERM PRIME LENDING
                          RATE                                19,050.50        177.86
                          JAPAN SWAP RATE                     20,800.00        194.19
                          LIBOR 6MOS DEPOSIT                  27,200.00        253.94
                          LIBOR 6MOS DEPOSIT                   1,504.06         14.04
                          ADB FLOATING RATE                      671.86          6.27
                          ADB FLOATING RATE                      507.93          4.74
                          ADB FLOATING RATE                      104.21          0.97
                          LIBOR 6MOS DEPOSIT                      23.23          0.22
                          CQB                                     92.86          0.87
                          LIBOR BASE RATE                      2,558.41         23.89
                          US LIBOR                             2,400.00         22.41
SPECIAL DRAWING RIGHTS                                            11.07         16.39
                                                             ----------     ---------
                          INTEREST FREE                            2.28          3.37
                          INTEREST FREE                            0.21          0.32
                          LIBOR 6MOS. DEPOSIT                      3.48          5.15
                          LIBOR 6MOS. DEPOSIT                      5.10          7.55
UNITED STATES DOLLARS                                          3,015.62      3,015.62
                                                             ----------     ---------
                          ADB FLOATING RATE                       18.20         18.20
                          ADB FLOATING RATE                       81.67         81.67
                          ADB FLOATING RATE                        9.40          9.40
                          ADB FLOATING RATE                        0.80          0.80
                          ADB FLOATING RATE                       17.99         17.99
                          ADB FLOATING RATE                       29.33         29.33
                          ADB FLOATING RATE                       11.38         11.38
                          ADB FLOATING RATE                       29.55         29.55
                          ADB FLOATING RATE                       81.35         81.35
                          ADB FLOATING RATE                       92.07         92.07
                          ADB FLOATING RATE                      158.06        158.06
                          ADB FLOATING RATE                       53.37         53.37
                          ADB FLOATING RATE                       89.57         89.57
                          ADB FLOATING RATE                      148.26        148.26
                          ADB FLOATING RATE                       57.03         57.03
                          ADB FLOATING RATE                        7.95          7.95
                          ADB FLOATING RATE                       91.50         91.50
                          ADB FLOATING RATE                       14.92         14.92
                          ADB FLOATING RATE                        3.82          3.82
                          ADB FLOATING RATE                       35.95         35.95
                          FIXED RATE                               0.12          0.12
                          FIXED RATE                               0.02          0.02
                          FIXED RATE                               9.85          9.85
                          FIXED RATE                               0.06          0.06
                          FIXED RATE                               0.03          0.03
                          FIXED RATE                               0.37          0.37
                          FIXED RATE                               3.93          3.93
                          FIXED RATE                               5.04          5.04
                          FIXED RATE                               0.29          0.29
                          FIXED RATE                               0.03          0.03
                          FIXED RATE                              10.97         10.97
                          FIXED RATE                               6.53          6.53
                          FIXED RATE                               8.09          8.09
                          FIXED RATE                               0.06          0.06
                          FIXED RATE                              17.46         17.46
                          FIXED RATE                              32.22         32.22
                          FIXED RATE                               0.02          0.02
                          FIXED RATE                               0.07          0.07
                          FIXED RATE                               0.14          0.14
                          FIXED RATE                               2.37          2.37
                          FIXED RATE                               0.12          0.12
                          FIXED RATE                              15.24         15.24
                          FIXED RATE                               7.85          7.85
                          FIXED RATE                               0.11          0.11
                          FIXED RATE                               2.84          2.84
                          FIXED RATE                               0.03          0.03
                          FIXED RATE                               2.08          2.08
                          FIXED RATE                               0.13          0.13
                          FIXED RATE                               0.64          0.64
                          FIXED RATE                               0.09          0.09
                          FIXED RATE                               0.44          0.44
                          FIXED RATE                              23.90         23.90
                          FIXED RATE                               0.36          0.36
                          FIXED RATE                               0.69          0.69
                          FIXED RATE                               0.26          0.26
                          FIXED RATE                               3.49          3.49
                          FIXED RATE                               0.16          0.16
                          FIXED RATE                               0.78          0.78
</Table>

                                       T-4


 GUARANTEED EXTERNAL DEBTS OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)

                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>

                                                                                                          ORIGINAL AMOUNT
                                                            INTEREST RATE/                                   CONTRACTED
                                                               SPREAD/                               --------------------------
                                                            SERVICE CHARGE      YEAR      YEAR OF    (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS          (PER ANNUM)     CONTRACTED   MATURITY      CURR.)      DOLLARS)(2)
- --------                  --------------------------------  --------------   ----------   --------   ------------   -----------
                                                                                                  
                          FIXED RATE                            1.5000%         1990         2010          11.70         11.70
                          FIXED RATE                            6.6000%         1995         2008          25.00         25.00
                          FIXED RATE                            7.6500%         1996         2009          25.00         25.00
                          FIXED RATE                            3.0000%         1994         2007           5.00          5.00
                          FIXED RATE                            4.0000%         1995         2018          15.00         15.00
                          FIXED RATE                            6.5000%         1997         2010          11.10         11.10
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1989         2009          65.50         65.50
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1994         2014         113.00        113.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1993         2012         134.00        134.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1994         2014         114.00        114.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1993         2013         110.00        110.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1989         2009          65.00         65.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1994         2014         127.35        127.35
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1994         2014          19.65         19.65
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1995         2015          50.00         50.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1994         2013          64.00         64.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1991         2011         175.00        175.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1994         2014          40.00         40.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1995         2011          50.00         50.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1992         2012          91.30         91.30
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1988         2008          41.00         41.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1988         2008          59.00         59.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1991         2011         150.00        150.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1990         2010         150.00        150.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1990         2010         200.00        200.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1985         2005         100.00        100.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1991         2011          15.00         15.00
                          IBRD COST OF QUALIFIED
                          BORROWINGS                            0.5000%         1989         2009          40.00         40.00
                          INTEREST FREE                         0.0000%         2000         2013           7.50          7.50
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1992         2004          25.50         25.50
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1992         2004          17.44         17.44
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1992         2004          18.77         18.77
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1998         2004         160.00        160.00
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1997         2008          25.00         25.00
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1998         2014         160.00        160.00
                          LIBOR 6MOS. DEPOSIT                   0.0000%         1998         2008          25.00         25.00
                          LIBOR-6MOS. DEPOSIT                   0.0000%         2003         2010           7.50          7.50
                          LIBOR BASE RATE                       0.5000%         1996         2016         100.00        100.00
                          LIBOR BASE RATE                       0.5000%         1996         2016          57.00         57.00
                          LIBOR BASE RATE                       0.5000%         1996         2016         150.00        150.00
                          LIBOR BASE RATE                       0.5000%         1995         2015          50.00         50.00
                          LIBOR BASE RATE                       0.5000%         1996         2017          60.00         60.00
                          LIBOR BASE RATE                       0.5000%         1997         2017          54.50         54.50
                          LIBOR BASE RATE                       0.5000%         1998         2018         150.00        150.00
                          LIBOR BASE RATE                       0.5000%         1998         2019         150.00        150.00
                          LIBOR BASE RATE                       0.5000%         1998         2019          23.30         23.30
                          US FLOATING RATE                      0.9000%         1999         2014         200.00        200.00
                          US FLOATING RATE                      0.3000%         2000         2004         200.00        200.00
B. BONDS                                                                                                              4,978.17
                                                                                                                     =========
UNITED STATES DOLLARS                                                                                   3,460.00      3,460.00
                                                                                                      ----------     ---------
                          FIXED RATE                            9.7500%         1994         2009         100.00        100.00
                          FIXED RATE                            7.8750%         1996         2006         200.00        200.00
                          FIXED RATE                            8.4000%         1996         2016         160.00        160.00
                          FIXED RATE                            9.6250%         1998         2028         300.00        300.00
                          FIXED RATE                            9.8750%         2000         2010         500.00        500.00
                          FIXED RATE                            9.5750%         2000         2012         250.00        250.00

<Caption>
                                                               OUTSTANDING BALANCE
                                                                      AS OF
                                                                DECEMBER 31, 2003
                                                            --------------------------
                                                            (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS            CURR.)      DOLLARS)(2)
- --------                  --------------------------------  ------------   -----------
                                                                     
                          FIXED RATE                               8.19          8.19
                          FIXED RATE                               0.50          0.50
                          FIXED RATE                               1.63          1.63
                          FIXED RATE                               0.39          0.39
                          FIXED RATE                              12.50         12.50
                          FIXED RATE                               5.41          5.41
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              31.78         31.78
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              79.42         79.42
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              26.89         26.89
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              43.95         43.95
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              39.31         39.31
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              34.99         34.99
                          IBRD COST OF QUALIFIED
                          BORROWINGS                             101.87        101.87
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              10.02         10.02
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              43.70         43.70
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              41.29         41.29
                          IBRD COST OF QUALIFIED
                          BORROWINGS                             111.71        111.71
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              31.24         31.24
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              34.68         34.68
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              36.67         36.67
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              19.04         19.04
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              24.01         24.01
                          IBRD COST OF QUALIFIED
                          BORROWINGS                             100.43        100.43
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              79.72         79.72
                          IBRD COST OF QUALIFIED
                          BORROWINGS                             114.61        114.61
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              13.29         13.29
                          IBRD COST OF QUALIFIED
                          BORROWINGS                               0.96          0.96
                          IBRD COST OF QUALIFIED
                          BORROWINGS                              20.15         20.15
                          INTEREST FREE                            7.50          7.50
                          LIBOR 6MOS. DEPOSIT                      2.55          2.55
                          LIBOR 6MOS. DEPOSIT                      0.82          0.82
                          LIBOR 6MOS. DEPOSIT                      0.83          0.83
                          LIBOR 6MOS. DEPOSIT                     65.06         65.06
                          LIBOR 6MOS. DEPOSIT                      0.00          0.00
                          LIBOR 6MOS. DEPOSIT                      0.00          0.00
                          LIBOR 6MOS. DEPOSIT                     16.25         16.25
                          LIBOR-6MOS. DEPOSIT                      1.42          1.42
                          LIBOR BASE RATE                         30.37         30.37
                          LIBOR BASE RATE                         11.81         11.81
                          LIBOR BASE RATE                         98.43         98.43
                          LIBOR BASE RATE                         40.01         40.01
                          LIBOR BASE RATE                         23.18         23.18
                          LIBOR BASE RATE                         11.54         11.54
                          LIBOR BASE RATE                         88.72         88.72
                          LIBOR BASE RATE                          0.00          0.00
                          LIBOR BASE RATE                          4.75          4.75
                          US FLOATING RATE                       180.00        180.00
                          US FLOATING RATE                       175.00        175.00
B. BONDS                                                                     4,978.17
                                                                            =========
UNITED STATES DOLLARS                                          3,460.00      3,460.00
                                                             ----------     ---------
                          FIXED RATE                             100.00        100.00
                          FIXED RATE                             200.00        200.00
                          FIXED RATE                             160.00        160.00
                          FIXED RATE                             300.00        300.00
                          FIXED RATE                             500.00        500.00
                          FIXED RATE                             250.00        250.00
</Table>

                                       T-5


 GUARANTEED EXTERNAL DEBTS OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)

                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>

                                                                                                          ORIGINAL AMOUNT
                                                            INTEREST RATE/                                   CONTRACTED
                                                               SPREAD/                               --------------------------
                                                            SERVICE CHARGE      YEAR      YEAR OF    (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS          (PER ANNUM)     CONTRACTED   MATURITY      CURR.)      DOLLARS)(2)
- --------                  --------------------------------  --------------   ----------   --------   ------------   -----------
                                                                                                  
                          FIXED RATE                            8.4750%         2000         2009         500.00        500.00
                          FIXED RATE                            0.0000%         2002         2010         300.00        300.00
                          FIXED RATE                            0.0000%         2002         2010         400.00        400.00
                          FIXED RATE                            8.5000%         2003         2014         450.00        450.00
                          FIXED RATE                            8.5000%         2003         2014         300.00        300.00
JAPANESE YEN                                                                                           95,750.00        893.92
                                                                                                      ----------     ---------
                          FIXED RATE                            4.6500%         1995         2015      12,000.00        112.03
                          FIXED RATE                            2.3500%         2000         2010      22,000.00        205.39
                          FIXED RATE                            3.2000%         2000         2020      24,750.00        231.07
                          FIXED RATE                            3.5000%         2000         2022      37,000.00        345.43
EURO                                                                                                      500.00        624.25
                                                                                                      ----------     ---------
                          FIXED RATE                            9.5750%         2001         2006         500.00        624.25
II. GFI GUARANTEE ASSUMED BY NATIONAL GOVERNMENT                                                                        458.48
                                                                                                                     =========
BELGIAN FRANCS                                                                                          1,005.34         31.11
                                                                                                      ----------     ---------
                          BIBOR 6 MOS.                          0.6000%         1992         2007         158.97          4.92
                          BIBOR 6 MOS.                          0.6000%         1992         2007         722.14         22.35
                          BIBOR 6 MOS.                          0.6000%         1992         2007         124.23          3.84
CANADIAN DOLLARS                                                                                            0.27          0.20
                                                                                                      ----------     ---------
                          INTEREST FREE                         0.0000%         1986         Upon           0.27          0.20
                                                                                           Demand
DEUTSCHE MARKS                                                                                              2.84          1.81
                                                                                                      ----------     ---------
                          FIXED RATE                            8.6000%         1992         2007           2.84          1.81
SPANISH PESETAS                                                                                         6,989.98         52.45
                                                                                                      ----------     ---------
                          FIXED RATE                           11.0000%         1991         2007       6,989.98         52.45
FRENCH FRANCS                                                                                              21.86          4.16
                                                                                                      ----------     ---------
                          INTEREST FREE                         0.0000%         1986         Upon           3.13          0.60
                                                                                           Demand
                          TAUX DU MARCHE OBLIGATAIRE            0.4000%         1991         2007           4.36          0.83
                          TAUX DU MARCHE OBLIGATAIRE            0.4000%         1991         2007           0.11          0.02
                          TAUX DU MARCHE OBLIGATAIRE            0.4000%         1989         2007          13.01          2.48
                          TAUX DU MARCHE OBLIGATAIRE            0.4000%         1989         2007           1.24          0.24
POUNDS STERLING                                                                                             1.03          1.83
                                                                                                      ----------     ---------
                                                                0.0000%         1986         Upon           0.00          0.00
                                                                                           Demand
                          GBP LIBOR                             0.5000%         1991         2007           1.03          1.83
JAPANESE YEN                                                                                           26,248.48        245.06
                                                                                                      ----------     ---------
                          LONG TERM PRIME RATE                  0.1000%         1992         2007       4,968.73         46.39
                          LONG TERM PRIME RATE                  0.1000%         1992         2007      16,886.81        157.66
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         216.83          2.02
                          INTEREST FREE                         0.0000%         1986         Upon           2.74          0.03
                                                                                           Demand
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         412.07          3.85
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         701.63          6.55
                          LONG TERM PRIME RATE                  0.1000%         1992         2007       1,194.42         11.15
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         158.65          1.48
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         747.41          6.98
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         801.78          7.49
                          LONG TERM PRIME RATE                  0.1000%         1992         2007         157.43          1.47
SAUDI RIAL                                                                                                 27.34          7.29
                                                                                                      ----------     ---------
                          INTEREST FREE                         0.0000%         1986         Upon           5.92          1.58
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon          18.46          4.92
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           2.96          0.79
                                                                                           Demand
UNITED STATES DOLLARS                                                                                     114.56        114.56
                                                                                                      ----------     ---------
                          INTEREST FREE                         0.0000%         1986         Upon           0.97          0.97
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           8.33          8.33
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon          33.09         33.09
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon          18.60         18.60
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           0.72          0.72
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           0.51          0.51
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           2.18          2.18
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           5.22          5.22
                                                                                           Demand

<Caption>
                                                               OUTSTANDING BALANCE
                                                                      AS OF
                                                                DECEMBER 31, 2003
                                                            --------------------------
                                                            (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS            CURR.)      DOLLARS)(2)
- --------                  --------------------------------  ------------   -----------
                                                                     
                          FIXED RATE                             500.00        500.00
                          FIXED RATE                             300.00        300.00
                          FIXED RATE                             400.00        400.00
                          FIXED RATE                             450.00        450.00
                          FIXED RATE                             300.00        300.00
JAPANESE YEN                                                  95,750.00        893.92
                                                             ----------     ---------
                          FIXED RATE                          12,000.00        112.03
                          FIXED RATE                          22,000.00        205.39
                          FIXED RATE                          24,750.00        231.07
                          FIXED RATE                          37,000.00        345.43
EURO                                                             500.00        624.25
                                                             ----------     ---------
                          FIXED RATE                             500.00        624.25
II. GFI GUARANTEE ASSUMED BY NATIONAL GOVERNMENT                               272.30
                                                                            =========
BELGIAN FRANCS                                                   502.67         15.56
                                                             ----------     ---------
                          BIBOR 6 MOS.                            79.48          2.46
                          BIBOR 6 MOS.                           361.07         11.18
                          BIBOR 6 MOS.                            62.11          1.92
CANADIAN DOLLARS                                                   0.27          0.20
                                                             ----------     ---------
                          INTEREST FREE                            0.27          0.20
DEUTSCHE MARKS                                                     1.42          0.91
                                                             ----------     ---------
                          FIXED RATE                               1.42          0.91
SPANISH PESETAS                                                3,494.99         26.23
                                                             ----------     ---------
                          FIXED RATE                           3,494.99         26.23
FRENCH FRANCS                                                     12.49          2.38
                                                             ----------     ---------
                          INTEREST FREE                            3.13          0.60
                          TAUX DU MARCHE OBLIGATAIRE               2.18          0.42
                          TAUX DU MARCHE OBLIGATAIRE               0.05          0.01
                          TAUX DU MARCHE OBLIGATAIRE               6.50          1.24
                          TAUX DU MARCHE OBLIGATAIRE               0.62          0.12
POUNDS STERLING                                                    0.52          0.91
                                                             ----------     ---------
                                                                   0.00          0.00
                          GBP LIBOR                                0.52          0.91
JAPANESE YEN                                                  13,125.61        122.54
                                                             ----------     ---------
                          LONG TERM PRIME RATE                 2,484.36         23.19
                          LONG TERM PRIME RATE                 8,443.41         78.83
                          LONG TERM PRIME RATE                   108.41          1.01
                          INTEREST FREE                            2.74          0.03
                          LONG TERM PRIME RATE                   206.03          1.92
                          LONG TERM PRIME RATE                   350.81          3.28
                          LONG TERM PRIME RATE                   597.21          5.58
                          LONG TERM PRIME RATE                    79.32          0.74
                          LONG TERM PRIME RATE                   373.70          3.49
                          LONG TERM PRIME RATE                   400.89          3.74
                          LONG TERM PRIME RATE                    78.71          0.73
SAUDI RIAL                                                        27.34          7.29
                                                             ----------     ---------
                          INTEREST FREE                            5.92          1.58
                          INTEREST FREE                           18.46          4.92
                          INTEREST FREE                            2.96          0.79
UNITED STATES DOLLARS                                             96.28         96.28
                                                             ----------     ---------
                          INTEREST FREE                            0.97          0.97
                          INTEREST FREE                            8.33          8.33
                          INTEREST FREE                           33.09         33.09
                          INTEREST FREE                           18.60         18.60
                          INTEREST FREE                            0.72          0.72
                          INTEREST FREE                            0.51          0.51
                          INTEREST FREE                            2.18          2.18
                          INTEREST FREE                            5.22          5.22
</Table>

                                       T-6


 GUARANTEED EXTERNAL DEBTS OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)

                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>

                                                                                                          ORIGINAL AMOUNT
                                                            INTEREST RATE/                                   CONTRACTED
                                                               SPREAD/                               --------------------------
                                                            SERVICE CHARGE      YEAR      YEAR OF    (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS          (PER ANNUM)     CONTRACTED   MATURITY      CURR.)      DOLLARS)(2)
- --------                  --------------------------------  --------------   ----------   --------   ------------   -----------
                                                                                                  
                          INTEREST FREE                         0.0000%         1986         Upon           0.51          0.51
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1986         Upon           4.40          4.40
                                                                                           Demand
                          INTEREST FREE                         0.0000%         1988         Upon          11.55         11.55
                                                                                           Demand
                          FIXED RATE                            3.4750%         1992         2007          11.25         11.25
                          FIXED RATE                            3.4750%         1992         2007           5.28          5.28
                          FIXED RATE                            3.4750%         1992         2007           0.80          0.80
                          LIBOR 6 MOS                           0.8125%         1991         2007           0.32          0.32
                          LIBOR 6 MOS                           0.8125%         1992         2007           0.11          0.11
                          LIBOR 6 MOS                           0.8125%         1991         2007           1.22          1.22
                          LIBOR 6 MOS                           0.8125%         1991         2007           0.19          0.19
                          NEW SHORT TERM EXIMBANK
                          BORROWING                             0.5000%         1992         2007           5.61          5.61
                          NEW SHORT TERM EXIMBANK
                          BORROWING                             0.5000%         1992         2007           0.10          0.10
                          NEW SHORT TERM EXIMBANK
                          BORROWING                             0.5000%         1991         2007           3.63          3.63

<Caption>
                                                               OUTSTANDING BALANCE
                                                                      AS OF
                                                                DECEMBER 31, 2003
                                                            --------------------------
                                                            (IN ORIGINAL     (IN US
CURRENCY                        INTEREST RATE BASIS            CURR.)      DOLLARS)(2)
- --------                  --------------------------------  ------------   -----------
                                                                     
                          INTEREST FREE                            0.51          0.51
                          INTEREST FREE                            4.40          4.40
                          INTEREST FREE                            7.51          7.51
                          FIXED RATE                               5.62          5.62
                          FIXED RATE                               2.64          2.64
                          FIXED RATE                               0.40          0.40
                          LIBOR 6 MOS                              0.16          0.16
                          LIBOR 6 MOS                              0.05          0.05
                          LIBOR 6 MOS                              0.61          0.61
                          LIBOR 6 MOS                              0.09          0.09
                          NEW SHORT TERM EXIMBANK
                          BORROWING                                2.80          2.80
                          NEW SHORT TERM EXIMBANK
                          BORROWING                                0.05          0.05
                          NEW SHORT TERM EXIMBANK
                          BORROWING                                1.81          1.81
</Table>

- ---------------

(1) Includes government guarantee on GOCC (loans and bonds) GFI guarantee
    assumed by the government per Proc. 50

(2) Amount in original currencies were converted to US Dollars using Bangko
    Sentral reference rate on December 31, 2003.

                                       T-7


              EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED

<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
GRAND TOTAL                                                                                                              45,510.39
                                                                                                                        ----------
 I.  DIRECT DEBT OF THE REPUBLIC                                                                                         27,559.46
                                                                                                                        ----------
   A. AVAILED OF BY GOVERNMENT
       AGENCIES                                                                                                          23,801.68
                                                                                                                        ----------
      AUSTRIAN SCHILLINGS                                                                                      102.27         9.28
                                                                                                         ------------   ----------
                                    FIXED RATE                      4.0000%    03/31/1997   06/30/2014          14.53         1.32
                                    FIXED RATE                      4.5000%    03/02/2002   12/30/2019          15.06         1.37
                                    FIXED RATE                      4.5000%    07/23/1999   12/31/2022          72.67         6.59
      BELGIAN FRANCS                                                                                           150.00         4.64
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    04/06/1977   12/31/2006          50.00         1.55
                                    INTEREST FREE                   0.0000%    06/11/1976   12/31/2005          50.00         1.55
                                    FIXED RATE                      2.0000%    12/15/1975   12/31/2004          50.00         1.55
      CANADIAN DOLLARS                                                                                           3.89         2.97
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    11/12/1974   09/03/2024           3.89         2.97
      SWISS FRANCS                                                                                             103.98        83.20
                                                                                                         ------------   ----------
                                    FIXED RATE                      0.0125%    01/01/1998   04/30/2005           6.64         5.31
                                    FIXED RATE                      0.0125%    05/01/1990   06/30/2006           1.71         1.37
                                    FIXED RATE                      4.6300%    01/01/1998   04/30/2014          37.60        30.09
                                    CHF LIBOR                       0.0125%    09/14/1998   11/15/2005           1.62         1.29
                                    CHF LIBOR                       0.0000%    09/25/2001   09/20/2014          22.77        18.22
                                    CHF LIBOR                       0.0000%    09/25/2001   09/20/2008          22.77        18.22
                                    LIBOR 6 MONTHS DEPOSIT          0.0138%    03/10/1989   12/31/2008          10.87         8.70
      DEUTSCHE MARKS                                                                                            67.33        42.98
                                                                                                         ------------   ----------
                                    FIXED RATE                      2.0000%    08/03/1984   12/31/2014          13.50         8.62
                                    FIXED RATE                      2.0000%    08/03/1984   12/31/2014          16.50        10.53
                                    FIXED RATE                      2.0000%    10/12/1990   12/31/2020           6.60         4.21
                                    FIXED RATE                      2.0000%    05/12/1982   12/31/2012           2.73         1.74
                                    FIXED RATE                      2.0000%    04/10/1981   06/30/2011           3.00         1.92
                                    FIXED RATE                      2.0000%    06/20/1974   06/30/2004          10.00         6.38
                                    FIXED RATE                      2.0000%    06/23/1978   06/30/2008          15.00         9.58
      DANISH KRONER                                                                                             80.00        13.42
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    06/26/1981   04/01/2006          65.00        10.90
                                    INTEREST FREE                   0.0000%    02/20/1985   10/01/2009          15.00         2.52
      EURO                                                                                                     154.37       192.73
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    03/29/2000   03/21/2016           8.48        10.59
                                    INTEREST FREE                   0.0000%    09/22/2000   10/15/2017           1.84         2.30
                                    FIXED RATE                      0.4700%    01/22/1998   09/30/2030           0.74         0.93
                                    FIXED RATE                      0.4700%    01/22/1998   09/30/2030           3.20         4.00
                                    FIXED RATE                      0.7500%    02/14/2002   06/30/2042           7.39         9.22
                                    FIXED RATE                      0.7500%    02/14/2002   06/30/2042          10.69        13.34
                                    FIXED RATE                      1.5000%    02/17/1995   11/29/2014           8.12        10.13
                                    FIXED RATE                      3.4500%    02/28/2002   03/31/2012          18.17        22.68
                                    FIXED RATE                      3.6500%    02/28/2002   03/31/2025          36.34        45.37
                                    FIXED RATE                      4.0000%    11/16/2000   06/30/2023          31.25        39.01
                                    FIXED RATE                      4.4000%    12/11/2001   12/31/2024          23.99        29.95
                                    FIXED RATE                      4.9400%    08/17/1999   04/30/2010           3.40         4.24
                                    FIXED RATE                      4.9400%    08/17/1999   04/30/2010           0.77         0.97
      FRENCH FRANCS                                                                                          1,127.93       214.68
                                                                                                         ------------   ----------
                                    FIXED RATE                      1.4000%    12/31/1994   12/31/2016         102.36        19.48
                                    FIXED RATE                      1.4000%    12/31/1994   12/31/2016          17.65         3.36
                                    FIXED RATE                      1.5000%    12/18/1995   12/31/2018          24.00         4.57
                                    FIXED RATE                      1.5000%    12/18/1995   12/31/2023          12.60         2.40
                                    FIXED RATE                      1.5000%    12/18/1995   12/31/2022           3.20         0.61
                                    FIXED RATE                      1.5000%    12/18/1995   12/31/2022           4.80         0.91
                                    FIXED RATE                      1.5000%    01/15/1997   09/30/2023          36.06         6.86
                                    FIXED RATE                      1.5000%    01/15/1997   09/30/2023          98.98        18.84
                                    FIXED RATE                      2.0000%    05/20/1992   12/31/2024           4.86         0.93
                                    FIXED RATE                      2.0000%    05/20/1992   12/31/2023          18.90         3.60
                                    FIXED RATE                      2.0000%    01/17/1992   12/31/2024          69.00        13.13
                                    FIXED RATE                      2.0000%    12/07/1990   12/31/2023          14.22         2.71
                                    FIXED RATE                      2.0000%    05/20/1992   12/31/2022           4.98         0.95
                                    FIXED RATE                      2.5000%    02/09/1990   12/31/2022          27.25         5.19
                                    FIXED RATE                      2.5000%    02/09/1990   12/31/2022          29.07         5.53

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
GRAND TOTAL                                         29,626.84
                                                    ---------
 I.  DIRECT DEBT OF THE REPUBLIC                    14,588.42
                                                    ---------
   A. AVAILED OF BY GOVERNMENT
       AGENCIES                                     12,546.63
                                                    ---------
      AUSTRIAN SCHILLINGS              1,240.35        112.54
                                     ----------     ---------
                                         166.55         15.11
                                         207.26         18.81
                                         866.53         78.62
      BELGIAN FRANCS                      15.00          0.46
                                     ----------     ---------
                                           7.50          0.23
                                           5.00          0.15
                                           2.50          0.08
      CANADIAN DOLLARS                     2.04          1.56
                                     ----------     ---------
                                           2.04          1.56
      SWISS FRANCS                        71.53         57.23
                                     ----------     ---------
                                           1.99          1.59
                                           0.07          0.06
                                          17.58         14.06
                                           0.69          0.55
                                          41.72         33.38
                                           9.48          7.59
                                           0.00          0.00
      DEUTSCHE MARKS                      27.67         17.66
                                     ----------     ---------
                                           7.25          4.63
                                           8.86          5.66
                                           5.61          3.58
                                           1.21          0.77
                                           1.13          0.72
                                           0.24          0.16
                                           3.38          2.15
      DANISH KRONER                       14.24          2.39
                                     ----------     ---------
                                           9.20          1.54
                                           5.04          0.85
      EURO                               102.56        128.05
                                     ----------     ---------
                                           7.85          9.80
                                           1.84          2.30
                                           0.74          0.93
                                           3.24          4.05
                                           0.31          0.39
                                           0.23          0.29
                                           8.08         10.09
                                           5.09          6.35
                                          23.43         29.25
                                          29.66         37.03
                                          18.83         23.51
                                           2.72          3.40
                                           0.54          0.67
      FRENCH FRANCS                      772.63        147.06
                                     ----------     ---------
                                          95.58         18.19
                                          17.52          3.33
                                           6.96          1.32
                                          12.52          2.38
                                           1.63          0.31
                                           4.88          0.93
                                          36.06          6.86
                                          47.07          8.96
                                           4.68          0.89
                                          18.47          3.52
                                          66.76         12.71
                                          14.04          2.67
                                           4.73          0.90
                                          25.67          4.88
                                          27.06          5.15
</Table>


                                       T-8

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      2.5000%    02/09/1990   12/31/2022          17.40         3.31
                                    FIXED RATE                      2.5000%    01/22/1992   12/31/2023           6.67         1.27
                                    FIXED RATE                      3.0000%    10/10/1989   12/31/2023          28.50         5.42
                                    FIXED RATE                      3.0000%    07/31/1989   03/21/2020           9.50         1.81
                                    FIXED RATE                      3.1000%    12/08/1993   12/31/2014          80.00        15.23
                                    FIXED RATE                      3.1000%    12/08/1993   12/31/2014          42.40         8.07
                                    FIXED RATE                      3.1000%    12/08/1993   12/31/2014           8.00         1.52
                                    FIXED RATE                      3.3000%    11/05/1993   06/30/2013          10.40         1.98
                                    FIXED RATE                      3.3000%    11/05/1993   06/30/2013          18.40         3.50
                                    FIXED RATE                      3.3000%    08/04/1993   12/31/2013          73.42        13.97
                                    FIXED RATE                      3.5000%    12/21/1995   09/30/2015          15.00         2.85
                                    FIXED RATE                      3.5000%    12/21/1995   12/31/2017           5.00         0.95
                                    FIXED RATE                      3.5000%    12/21/1996   09/30/2018          49.70         9.46
                                    FIXED RATE                      3.5000%    12/21/1997   12/30/2019          24.00         4.57
                                    FIXED RATE                      5.6800%    01/15/1997   02/08/2010          39.99         7.61
                                    FIXED RATE                      5.8200%    05/08/1997   12/30/2010          24.04         4.58
                                    FIXED RATE                      6.9100%    12/31/1995   12/30/2008           8.40         1.60
                                    FIXED RATE                      7.3500%    12/31/1994   12/31/2016           7.35         1.40
                                    FIXED RATE                      7.3500%    12/31/1994   12/31/2016          42.64         8.12
                                    FIXED RATE                      7.5000%    12/31/1995   12/31/2017          34.45         6.56
                                    FIXED RATE                      7.5500%    12/08/1993   12/31/2004          20.00         3.81
                                    FIXED RATE                      7.5500%    12/08/1993   12/31/2004           2.00         0.38
                                    FIXED RATE                      7.5500%    06/23/1992   07/05/2004           4.60         0.88
                                    FIXED RATE                      7.5500%    06/23/1992   05/05/2004           2.60         0.49
                                    FIXED RATE                      7.5500%    12/08/1993   12/31/2004          10.60         2.02
                                    FIXED RATE                      9.2000%    06/23/1992   06/30/2005          18.35         3.49
                                    FIXED RATE                      9.2000%    01/22/1992   06/30/2005           4.83         0.92
                                    FIXED RATE                      9.2000%    01/17/1992   07/19/2004          51.77         9.85
      POUNDS STERLING                                                                                          186.32       330.32
                                                                                                         ------------   ----------
                                    FIXED RATE                      5.9500%    07/14/1995   06/01/2008          69.23       122.74
                                    FIXED RATE                      6.6000%    07/05/1996   08/01/2007          13.34        23.65
                                    FIXED RATE                      6.7400%    03/31/2001   02/28/2013          16.25        28.81
                                    FIXED RATE                      8.1000%    07/30/1992   01/31/2005          11.95        21.19
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    12/31/1997   07/31/2012          75.54       133.93
      ITALIAN LIRA                                                                                          10,185.74         6.57
                                                                                                         ------------   ----------
                                    LIBOR 6 MONTHS DEPOSIT          1.5000%    06/30/1990   05/25/2011      10,185.74         6.57
      JAPANESE YEN                                                                                       1,345,877.18    12,565.11
                                                                                                         ------------   ----------
                                    FIXED RATE                      0.7500%    03/10/1999   03/20/2039      36,300.00       338.90
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         813.00         7.59
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         432.00         4.03
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         722.00         6.74
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039       2,828.00        26.40
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         967.00         9.03
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         844.00         7.88
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         747.00         6.97
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039         444.00         4.15
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039       1,221.00        11.40
                                    FIXED RATE                      0.7500%    12/28/1999   12/20/2039       1,022.00         9.54
                                    FIXED RATE                      0.7500%    04/07/2000   04/20/2040       1,071.00        10.00
                                    FIXED RATE                      0.7500%    08/31/2000   08/20/2040      14,724.00       137.46
                                    FIXED RATE                      0.7500%    08/31/2000   08/20/2040       3,549.00        33.13
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038         894.00         8.35
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038       3,077.00        28.73
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038         580.00         5.41
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038       1,041.00         9.72
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038          54.00         0.50
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038         404.00         3.77
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038       5,349.00        49.94
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038       2,910.00        27.17
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038       2,252.00        21.02
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038         393.00         3.67
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041       1,346.00        12.57
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041         856.00         7.99
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041       1,098.00        10.25
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041       1,070.00         9.99
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041       1,080.00        10.08
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041         992.00         9.26

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                          16.31          3.10
                                           6.50          1.24
                                          24.25          4.61
                                           7.93          1.51
                                          68.15         12.97
                                          35.44          6.75
                                           7.09          1.35
                                           8.08          1.54
                                          14.45          2.75
                                          58.86         11.20
                                          10.97          2.09
                                           3.84          0.73
                                           5.89          1.12
                                          23.98          4.56
                                          18.54          3.53
                                          13.85          2.64
                                           3.36          0.64
                                           3.68          0.70
                                          23.38          4.45
                                          21.17          4.03
                                           4.99          0.95
                                           0.60          0.11
                                           0.69          0.13
                                           0.39          0.07
                                           2.65          0.50
                                           3.68          0.70
                                           0.24          0.05
                                           0.06          0.01
      POUNDS STERLING                     12.49         22.15
                                     ----------     ---------
                                           0.00          0.00
                                           6.60         11.70
                                           4.10          7.26
                                           1.79          3.18
                                           0.00          0.00
      ITALIAN LIRA                     7,748.99          5.00
                                     ----------     ---------
                                       7,748.99          5.00
      JAPANESE YEN                   690,754.68      6,448.89
                                     ----------     ---------
                                      36,300.00        338.90
                                         266.32          2.49
                                         243.34          2.27
                                         214.19          2.00
                                       1,009.11          9.42
                                         328.03          3.06
                                         237.83          2.22
                                         313.82          2.93
                                         213.08          1.99
                                         700.25          6.54
                                         873.93          8.16
                                         523.75          4.89
                                         489.49          4.57
                                         289.85          2.71
                                         690.13          6.44
                                       1,388.85         12.97
                                         304.24          2.84
                                         328.57          3.07
                                          26.23          0.24
                                         312.52          2.92
                                         872.24          8.14
                                         567.92          5.30
                                         984.44          9.19
                                         260.72          2.43
                                         527.60          4.93
                                          32.67          0.31
                                         159.09          1.49
                                         178.79          1.67
                                         282.17          2.63
                                         240.86          2.25
</Table>

                                       T-9

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041         233.00         2.18
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041       1,134.00        10.59
                                    FIXED RATE                      0.7500%    05/20/2001   05/20/2041       2,034.00        18.99
                                    FIXED RATE                      0.9500%    08/31/2000   08/20/2040      14,724.00       137.46
                                    FIXED RATE                      0.9500%    08/31/2000   08/20/2040       3,549.00        33.13
                                    FIXED RATE                      1.0000%    04/07/2000   04/20/2040       7,858.00        73.36
                                    FIXED RATE                      1.3000%    12/28/1999   12/20/2029         519.00         4.85
                                    FIXED RATE                      1.3000%    12/28/1999   12/20/2029         255.00         2.38
                                    FIXED RATE                      1.3000%    12/28/1999   12/20/2029       1,436.00        13.41
                                    FIXED RATE                      1.3000%    12/28/1999   12/20/2029       7,792.00        72.75
                                    FIXED RATE                      1.3000%    12/28/1999   12/20/2029         145.00         1.35
                                    FIXED RATE                      1.7000%    09/10/1998   09/20/2028       6,734.00        62.87
                                    FIXED RATE                      1.7000%    09/10/1998   09/20/2028         291.00         2.72
                                    FIXED RATE                      1.7000%    09/10/1998   09/20/2028       2,428.00        22.67
                                    FIXED RATE                      1.7000%    05/20/2001   05/20/2041       2,556.00        23.86
                                    FIXED RATE                      1.7000%    05/20/2001   05/20/2041       5,175.00        48.31
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029       6,397.00        59.72
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029       5,356.00        50.00
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029      15,299.00       142.83
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029      12,556.00       117.22
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029       4,885.00        45.61
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029           6.59         0.06
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029       4,321.00        40.34
                                    FIXED RATE                      1.8000%    12/28/1999   12/20/2029       4,270.00        39.86
                                    FIXED RATE                      2.1000%    08/30/1995   08/20/2025         789.00         7.37
                                    FIXED RATE                      2.1000%    03/29/1996   03/20/2026       1,048.00         9.78
                                    FIXED RATE                      2.1000%    03/18/1997   03/20/2027       1,192.00        11.13
                                    FIXED RATE                      2.1000%    03/18/1997   03/20/2027       1,226.00        11.45
                                    FIXED RATE                      2.2000%    09/10/1998   09/20/2028       4,955.00        46.26
                                    FIXED RATE                      2.2000%    09/10/1998   09/20/2028      10,487.00        97.91
                                    FIXED RATE                      2.2000%    09/10/1998   09/20/2028       5,148.00        48.06
                                    FIXED RATE                      2.2000%    09/10/1999   09/20/2028       2,387.00        22.29
                                    FIXED RATE                      2.2000%    09/10/1998   09/20/2028      11,884.00       110.95
                                    FIXED RATE                      2.2000%    05/20/2001   05/20/2041       6,948.00        64.87
                                    FIXED RATE                      2.2000%    05/20/2001   05/20/2041       4,687.00        43.76
                                    FIXED RATE                      2.2000%    05/20/2001   05/20/2041      10,645.00        99.38
                                    FIXED RATE                      2.2000%    05/20/2001   05/20/2041       5,135.00        47.94
                                    FIXED RATE                      2.2000%    05/20/2001   05/20/2041       4,130.00        38.56
                                    FIXED RATE                      2.2000%    05/20/2001   05/20/2041       5,523.00        51.56
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025         795.00         7.42
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025         586.00         5.47
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025       1,327.00        12.39
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025         597.00         5.57
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025         640.00         5.98
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025       1,792.00        16.73
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025         490.00         4.57
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025       1,658.00        15.48
                                    FIXED RATE                      2.3000%    08/30/1995   08/20/2025         569.00         5.31
                                    FIXED RATE                      2.3000%    03/29/1996   03/20/2026         305.00         2.85
                                    FIXED RATE                      2.3000%    03/18/1997   03/20/2027         902.00         8.42
                                    FIXED RATE                      2.3000%    03/18/1997   03/20/2027         985.00         9.20
                                    FIXED RATE                      2.3000%    03/18/1997   03/20/2027         821.00         7.66
                                    FIXED RATE                      2.3000%    03/18/1997   03/20/2027       4,019.00        37.52
                                    FIXED RATE                      2.5000%    08/30/1995   08/20/2025       7,523.00        70.23
                                    FIXED RATE                      2.5000%    03/29/1996   03/20/2026       5,863.00        54.74
                                    FIXED RATE                      2.5000%    03/18/1997   03/20/2027       8,219.00        76.73
                                    FIXED RATE                      2.5000%    03/18/1997   03/20/2027       6,753.00        63.05
                                    FIXED RATE                      2.7000%    03/28/1991   03/20/2016      10,575.00        98.73
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021      20,020.00       186.91
                                    FIXED RATE                      2.7000%    12/26/1988   12/20/2013      15,000.00       140.04
                                    FIXED RATE                      2.7000%    12/26/1988   12/20/2013      25,000.00       233.40
                                    FIXED RATE                      2.7000%    12/26/1988   12/20/2013      12,500.00       116.70
                                    FIXED RATE                      2.7000%    11/23/1989   11/20/2014      40,000.00       373.44
                                    FIXED RATE                      2.7000%    12/21/1990   12/20/2020      28,200.00       263.28
                                    FIXED RATE                      2.7000%    03/28/1991   03/20/2016      13,219.00       123.41
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2016      13,219.00       123.41
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       2,130.40        19.89
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       2,304.00        21.51
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       4,238.00        39.57
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       2,079.00        19.41

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                           0.00          0.00
                                         516.50          4.82
                                         322.70          3.01
                                           0.00          0.00
                                           0.00          0.00
                                       1,118.88         10.45
                                          46.48          0.43
                                          53.15          0.50
                                         767.81          7.17
                                       4,095.60         38.24
                                           0.00          0.00
                                         659.48          6.16
                                           7.43          0.07
                                         746.05          6.97
                                       1,511.76         14.11
                                           0.00          0.00
                                         345.84          3.23
                                         455.41          4.25
                                       6,449.10         60.21
                                         893.52          8.34
                                           0.00          0.00
                                         248.16          2.32
                                         249.20          2.33
                                           0.00          0.00
                                         745.91          6.96
                                         954.78          8.91
                                         589.83          5.51
                                         783.10          7.31
                                       3,626.72         33.86
                                       4,562.98         42.60
                                         293.42          2.74
                                           0.00          0.00
                                       2,450.26         22.88
                                           0.00          0.00
                                           0.00          0.00
                                           0.00          0.00
                                           0.00          0.00
                                           0.00          0.00
                                       1,029.97          9.62
                                         785.96          7.34
                                         523.97          4.89
                                       1,643.92         15.35
                                         568.85          5.31
                                         856.18          7.99
                                       1,524.22         14.23
                                         455.48          4.25
                                       2,431.15         22.70
                                         559.10          5.22
                                         227.20          2.12
                                         622.34          5.81
                                       1,030.27          9.62
                                         535.88          5.00
                                       1,946.65         18.17
                                       6,037.36         56.36
                                       5,956.00         55.61
                                       2,719.44         25.39
                                       2,632.92         24.58
                                       7,145.25         66.71
                                      17,090.19        159.55
                                       8,108.10         75.70
                                      13,513.50        126.16
                                       6,756.74         63.08
                                      23,783.78        222.05
                                      23,385.34        218.33
                                       8,931.75         83.39
                                       8,931.75         83.39
                                       1,610.76         15.04
                                       1,831.70         17.10
                                       2,941.46         27.46
                                       1,625.98         15.18
</Table>

                                       T-10

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       5,708.00        53.29
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       8,634.00        80.61
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020         316.25         2.95
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       4,986.00        46.55
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       5,080.00        47.43
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020      10,560.00        98.59
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020      21,752.00       203.08
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       4,867.00        45.44
                                    FIXED RATE                      2.7000%    02/09/1990   02/20/2020       4,301.00        40.15
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       2,065.00        19.28
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       1,663.00        15.53
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       1,795.00        16.76
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       5,266.00        49.16
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021      10,790.00       100.74
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       3,516.00        32.83
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       9,427.00        88.01
                                    FIXED RATE                      2.7000%    03/20/1992   03/20/2022       7,655.00        71.47
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       5,356.00        50.00
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       3,454.00        32.25
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025      17,064.00       159.31
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       4,982.00        46.51
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       5,746.00        53.64
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025      11,103.00       103.66
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       4,275.00        39.91
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       7,893.00        73.69
                                    FIXED RATE                      2.7000%    08/30/1995   08/20/2025       2,303.00        21.50
                                    FIXED RATE                      2.7000%    03/18/1997   03/20/2027       4,844.00        45.22
                                    FIXED RATE                      2.7000%    03/18/1997   03/20/2027       6,698.00        62.53
                                    FIXED RATE                      2.7000%    03/18/1997   03/20/2027       5,772.00        53.89
                                    FIXED RATE                      2.7000%    03/18/1997   03/20/2027       7,103.00        66.31
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       2,063.00        19.26
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       4,776.00        44.59
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       2,500.00        23.34
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       2,633.00        24.58
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       5,500.00        51.35
                                    FIXED RATE                      3.0000%    12/17/1987   12/20/2012      30,000.00       280.08
                                    FIXED RATE                      3.0000%    09/03/1992   09/20/2017      25,380.00       236.95
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023       6,872.00        64.16
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023       4,633.00        43.25
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023       3,803.00        35.50
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023       3,055.00        28.52
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023       9,294.00        86.77
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024       9,620.00        89.81
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024      11,754.00       109.74
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010       5,400.00        50.41
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010          62.28         0.58
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010         577.55         5.39
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010       1,860.00        17.36
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010          85.18         0.80
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010         149.90         1.40
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010       5,410.00        50.51
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010         810.07         7.56
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010         979.81         9.15
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011       5,000.00        46.68
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011       3,825.52        35.72
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011       7,571.84        70.69
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012       3,985.19        37.21
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012       2,765.83        25.82
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012         301.37         2.81
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012       3,420.92        31.94
                                    FIXED RATE                      3.0000%    05/31/1982   05/10/2012       3,773.45        35.23
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013       2,943.82        27.48
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013       2,123.40        19.82
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013       1,140.00        10.64
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013       4,600.00        42.95
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       2,254.00        21.04
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       4,837.00        45.16
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018      10,818.00       101.00
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       2,090.00        19.51
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       5,735.00        53.54

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                       4,328.81         40.41
                                       5,971.02         55.75
                                         254.53          2.38
                                       4,001.12         37.35
                                       2,556.08         23.86
                                       5,054.54         47.19
                                      13,156.44        122.83
                                       3,620.73         33.80
                                       3,461.37         32.32
                                       1,549.73         14.47
                                       1,290.73         12.05
                                       1,074.08         10.03
                                       4,120.45         38.47
                                       9,030.07         84.30
                                       2,976.33         27.79
                                       7,932.86         74.06
                                       4,205.05         39.26
                                       5,030.11         46.96
                                       2,980.93         27.83
                                      12,306.05        114.89
                                       4,693.66         43.82
                                       4,316.78         40.30
                                       8,644.96         80.71
                                       3,388.18         31.63
                                       6,498.73         60.67
                                       1,256.70         11.73
                                       2,664.87         24.88
                                       3,627.98         33.87
                                       5,309.15         49.57
                                       3,679.47         34.35
                                       1,532.76         14.31
                                       2,492.21         23.27
                                       1,890.23         17.65
                                       1,477.52         13.79
                                       3,811.45         35.58
                                      14,594.58        136.25
                                      19,206.46        179.31
                                       6,503.24         60.71
                                       3,870.96         36.14
                                       3,470.44         32.40
                                       2,980.44         27.83
                                       5,598.96         52.27
                                       9,557.24         89.23
                                      11,753.90        109.73
                                       1,712.18         15.98
                                          19.73          0.18
                                         183.11          1.71
                                         589.75          5.51
                                          27.00          0.25
                                          47.52          0.44
                                       1,715.36         16.01
                                         256.84          2.40
                                         310.66          2.90
                                       1,744.04         16.28
                                       1,399.56         13.07
                                       2,770.17         25.86
                                       1,652.37         15.43
                                       1,146.79         10.71
                                         124.93          1.17
                                       1,418.41         13.24
                                       1,564.60         14.61
                                       1,436.00         13.41
                                         995.84          9.30
                                         503.86          4.70
                                       2,191.92         20.46
                                         112.03          1.05
                                       3,145.31         29.36
                                       6,376.00         59.53
                                       1,447.33         13.51
                                       4,025.06         37.58
</Table>

                                       T-11

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED

<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       3,193.00        29.81
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       4,611.00        43.05
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       3,372.00        31.48
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       2,000.00        18.67
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018         707.00         6.60
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018         313.93         2.93
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018         300.44         2.80
                                    FIXED RATE                      3.0000%    05/31/1988   05/20/2018      14,003.00       130.73
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024       4,616.00        43.09
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008       4,554.10        42.52
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008       1,257.12        11.74
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008       2,913.08        27.20
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008       5,263.39        49.14
                                    FIXED RATE                      3.2500%    11/09/1978   05/20/2008       8,128.00        75.88
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008         290.07         2.71
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008         176.78         1.65
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008         155.99         1.46
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008       2,185.29        20.40
                                    FIXED RATE                      3.5000%    11/26/1986   11/20/2006      32,895.00       307.11
                                    FIXED RATE                      3.5000%    05/07/1984   05/20/2014       2,997.01        27.98
                                    FIXED RATE                      3.5000%    05/07/1984   05/20/2014       1,381.00        12.89
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016         102.06         0.95
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016         457.38         4.27
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016       7,595.00        70.91
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016       3,979.50        37.15
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016       1,439.00        13.43
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016       1,457.60        13.61
                                    FIXED RATE                      4.2500%    03/26/1979   03/20/2004      10,855.20       101.34
                                    FIXED RATE                      2.2000%    03/20/2012   03/20/2032       5,582.00        52.11
                                    FIXED RATE                      0.7500%    03/20/2012   03/20/2042       1,141.00        10.65
                                    FIXED RATE                      2.2000%    03/20/2012   03/20/2032       2,651.00        24.75
                                    FIXED RATE                      0.7500%    03/20/2012   03/20/2042         573.00         5.35
                                    FIXED RATE                      1.7000%    03/20/2012   03/20/2032       5,389.00        50.31
                                    FIXED RATE                      0.7500%    03/20/2012   03/20/2042       1,401.00        13.08
                                    FIXED RATE                      0.9500%    03/20/2012   03/20/2042      16,310.00       152.27
                                    FIXED RATE                      0.7500%    03/20/2012   03/20/2042       2,178.00        20.33
                                    FIXED RATE                      3.5000%    12/22/1994   05/31/2007      48,000.00       448.13
                                    FIXED RATE                      6.0000%    03/11/1993   02/01/2013      25,000.00       233.40
                                    FIXED RATE                      6.0000%    04/27/1990   06/15/2009      48,000.00       448.13
                                    FIXED RATE                      1.9500%    09/22/2000   10/14/2013      16,600.00       154.98
                                    FIXED RATE                      2.1000%    03/25/1999   12/15/2011      20,308.18       189.60
                                    FIXED RATE                      2.1000%    08/25/1999   06/15/2011       9,697.89        90.54
                                    LIBOR 6 MONTHS                  2.2500%    09/22/2000   04/25/2015       2,940.00        27.45
                                    LIBOR 6 MONTHS                  2.5000%    09/13/2001   12/12/2006       3,583.80        33.46
                                    LONG TERM PRIME LENDING
                                    RATE                           -0.0200%    02/17/1999   09/15/2018      43,800.00       408.92
                                    LONG TERM PRIME LENDING
                                    RATE                           -0.0200%    02/17/2000   09/15/2019      43,800.00       408.92
                                    LONG TERM PRIME LENDING
                                    RATE                            0.5000%    06/23/1997   05/15/2021      20,800.00       194.19
      KOREAN WON                                                                                            24,961.98        20.84
                                                                                                         ------------   ----------
                                    FIXED RATE                      2.5000%    02/24/1998   02/20/2028      21,172.00        17.68
                                    FIXED RATE                      3.5000%    03/12/1991   03/20/2011       3,789.98         3.16
      KUWAIT DINAR                                                                                              11.05        38.26
                                                                                                         ------------   ----------
                                    FIXED RATE                      3.5000%    05/06/1998   08/15/2018           6.15        21.29
                                    FIXED RATE                      4.5000%    12/26/1984   02/15/2008           4.90        16.97
      SWEDISH KRONER                                                                                            18.31         2.52
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    02/13/1998   12/30/2008          18.31         2.52
      SPECIAL DRAWING RIGHT                                                                                    914.01     1,353.01
                                                                                                         ------------   ----------
                                    INTEREST FREE                   1.0000%    11/22/1990   08/15/2025          16.73        24.76
                                    INTEREST FREE                   1.0000%    12/27/1988   11/15/2023           5.91         8.75
                                    INTEREST FREE                   1.0000%    11/09/1990   11/15/2025          35.87        53.11
                                    INTEREST FREE                   1.0000%    07/11/1991   02/15/2026          50.00        74.02
                                    INTEREST FREE                   1.0000%    03/06/1992   06/01/2027          26.40        39.08
                                    INTEREST FREE                   1.0000%    11/22/1993   06/01/2028          50.50        74.76
                                    INTEREST FREE                   1.0000%    12/27/1988   10/15/2023          18.68        27.65
                                    INTEREST FREE                   1.0000%    01/25/1991   08/15/2025          24.19        35.81

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                       1,915.28         17.88
                                       3,178.17         29.67
                                       1,922.61         17.95
                                         989.57          9.24
                                         427.58          3.99
                                         222.02          2.07
                                         212.48          1.98
                                       9,862.84         92.08
                                       4,323.47         40.36
                                       1,110.75         10.37
                                         306.61          2.86
                                         710.50          6.63
                                       1,283.74         11.98
                                       1,973.56         18.43
                                          70.74          0.66
                                          43.11          0.40
                                          38.04          0.36
                                         532.98          4.98
                                       6,366.77         59.44
                                       1,535.04         14.33
                                         287.28          2.68
                                          62.20          0.58
                                         278.88          2.60
                                       4,453.40         41.58
                                       2,426.50         22.65
                                         587.93          5.49
                                         888.78          8.30
                                         293.38          2.74
                                           0.00          0.00
                                         170.85          1.60
                                           0.00          0.00
                                         129.37          1.21
                                          24.20          0.23
                                         253.26          2.36
                                           0.00          0.00
                                          71.57          0.67
                                      16,974.34        158.47
                                      13,437.14        125.45
                                      14,429.25        134.71
                                      15,095.59        140.93
                                      11,253.61        105.06
                                       7,639.85         71.33
                                       2,940.00         27.45
                                       4,320.00         40.33

                                      12,080.00        112.78

                                      32,321.59        301.75

                                       9,274.37         86.59
      KOREAN WON                       3,970.76          3.32
                                     ----------     ---------
                                       2,075.81          1.73
                                       1,894.95          1.58
      KUWAIT DINAR                         1.90          6.57
                                     ----------     ---------
                                           0.31          1.08
                                           1.59          5.49
      SWEDISH KRONER                      15.37          2.11
                                     ----------     ---------
                                          15.37          2.11
      SPECIAL DRAWING RIGHT              665.79        985.57
                                     ----------     ---------
                                          11.31         16.74
                                           5.17          7.65
                                          33.18         49.12
                                          46.88         69.39
                                          23.48         34.76
                                          24.96         36.95
                                          14.03         20.77
                                          22.38         33.13
</Table>


                                       T-12

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    INTEREST FREE                   1.0000%    06/24/1992   11/15/2026          27.16        40.21
                                    INTEREST FREE                   1.0000%    11/22/1990   08/15/2025          69.70       103.17
                                    INTEREST FREE                   1.0000%    12/18/1989   10/01/2024          25.04        37.07
                                    INTEREST FREE                   1.0000%    01/20/1995   10/15/2029          11.93        17.65
                                    INTEREST FREE                   1.0000%    10/25/1990   09/15/2025          18.25        27.01
                                    INTEREST FREE                   1.0000%    09/12/1988   05/15/2023          53.41        79.06
                                    INTEREST FREE                   1.0000%    02/17/1989   11/15/2023          14.77        21.87
                                    INTEREST FREE                   1.0000%    11/05/1993   06/15/2028          18.02        26.68
                                    INTEREST FREE                   1.0000%    02/17/1989   10/15/2023          25.85        38.27
                                    INTEREST FREE                   1.0000%    07/04/1988   04/01/2023          43.44        64.31
                                    INTEREST FREE                   1.0000%    10/05/1989   08/15/2024          39.77        58.87
                                    INTEREST FREE                   1.0000%    11/28/1991   11/15/2026          35.25        52.17
                                    INTEREST FREE                   1.0000%    01/20/1995   10/15/2029          36.80        54.48
                                    INTEREST FREE                   1.0000%    04/21/1988   02/01/2023          11.61        17.19
                                    INTEREST FREE                   1.0000%    11/28/1991   11/15/2026          22.03        32.61
                                    INTEREST FREE                   1.0000%    01/11/1996   09/15/2029          15.65        23.16
                                    INTEREST FREE                   1.0000%    11/22/1990   11/15/2025          14.36        21.26
                                    INTEREST FREE                   1.0000%    12/24/1992   10/01/2027          34.65        51.29
                                    INTEREST FREE                   1.0000%    04/24/1986   05/15/2026          43.40        64.24
                                    INTEREST FREE                   1.0000%    11/27/1995   05/15/2030           9.63        14.26
                                    INTEREST FREE                   1.0000%    11/27/1995   04/15/2030          17.64        26.11
                                    INTEREST FREE                   1.0000%    06/04/1996   03/15/2021          12.76        18.89
                                    INTEREST FREE                   1.0000%    07/23/1997   05/15/2021          13.84        20.49
                                    INTEREST FREE                   1.0000%    01/21/1998   09/01/2032          11.02        16.31
                                    INTEREST FREE                   1.0000%    04/15/1998   11/15/2032           6.49         9.61
                                    INTEREST FREE                   0.0000%    11/29/2000   01/15/2040           4.50         6.66
                                    INTEREST FREE                   0.0000%    09/25/2000   01/15/2040           6.00         8.88
                                    FIXED RATE                      0.7500%    03/06/1996   03/15/2030           6.15         9.10
                                    FIXED RATE                      0.7500%    04/29/1998   03/15/2038          11.00        16.28
                                    FIXED RATE                      4.0000%    05/18/1992   04/01/2012          11.00        16.28
                                    FIXED RATE                      0.7500%    05/08/2002   10/01/2041          11.60        17.17
                                    FIXED RATE                      4.0000%    04/22/1987   03/01/2007           3.02         4.48
      UNITED STATES DOLLARS                                                                                  8,921.16     8,921.16
                                                                                                         ------------   ----------
                                    ADB FLOATING RATE               0.0000%    11/22/1990   11/15/2015           9.00         9.00
                                    ADB FLOATING RATE               0.0000%    10/25/1990   09/15/2020          33.00        33.00
                                    ADB FLOATING RATE               0.0000%    12/23/1986   04/01/2012          82.00        82.00
                                    ADB FLOATING RATE               0.0000%    11/27/1995   05/15/2022          15.00        15.00
                                    ADB FLOATING RATE               0.0000%    01/20/1995   10/15/2019          41.00        41.00
                                    ADB FLOATING RATE               0.0000%    12/23/1986   06/15/2016          18.80        18.80
                                    ADB FLOATING RATE               0.0000%    10/05/1989   08/15/2004          30.00        30.00
                                    ADB FLOATING RATE               0.0000%    12/23/1986   10/01/2010          24.00        24.00
                                    ADB FLOATING RATE               0.0000%    11/09/1990   11/15/2005          50.00        50.00
                                    ADB FLOATING RATE               0.0000%    01/11/1996   09/15/2021           9.50         9.50
                                    ADB FLOATING RATE               0.0000%    02/04/1991   08/15/2015         150.00       150.00
                                    ADB FLOATING RATE               0.0000%    11/27/1995   04/15/2020          30.00        30.00
                                    ADB FLOATING RATE               0.0000%    01/20/1995   10/01/2016          23.50        23.50
                                    ADB FLOATING RATE               0.0000%    12/24/1992   10/01/2017          50.00        50.00
                                    ADB FLOATING RATE               0.0000%    05/02/1996   05/01/2010         150.00       150.00
                                    ADB FLOATING RATE               0.0000%    06/03/1997   03/15/2021          18.50        18.50
                                    ADB FLOATING RATE               0.0000%    06/23/1997   05/15/2021         167.00       167.00
                                    ADB FLOATING RATE               0.0000%    04/24/1986   05/15/2006          50.00        50.00
                                    ADB FLOATING RATE               0.0000%    12/21/1998   08/15/2013         300.00       300.00
                                    ADB FLOATING RATE               0.0000%    12/21/1998   08/01/2013         200.00       200.00
                                    ADB FLOATING RATE               0.0000%    01/21/1998   09/01/2022          93.00        93.00
                                    ADB FLOATING RATE               0.0000%    01/21/1998   09/01/2022          20.22        20.22
                                    ADB FLOATING RATE               0.0000%    04/15/1998   11/15/2022          15.70        15.70
                                    ADB FLOATING RATE               0.0000%    01/21/1998   11/15/2022          22.00        22.00
                                    ADB FLOATING RATE               0.0000%    12/21/1998   08/01/2022          71.00        71.00
                                    ADB FLOATING RATE               0.0000%    03/01/1999   08/01/2025          53.00        53.00
                                    ADB FLOATING RATE               0.0000%    03/01/1999   12/01/2023          24.30        24.30
                                    ADB FLOATING RATE               0.0000%    03/01/1999   12/15/2023          93.16        93.16
                                    ADB FLOATING RATE               0.0000%    03/01/1999   08/15/2023          60.00        60.00
                                    ADB FLOATING RATE               0.0000%    07/18/2000   08/15/2014         100.00       100.00
                                    ADB FLOATING RATE               0.0000%    07/18/2000   08/15/2024          75.00        75.00
                                    ADB FLOATING RATE               0.0000%    07/21/2000   02/15/2015         100.00       100.00
                                    ADB FLOATING RATE               0.0000%    07/21/2000   02/15/2015          75.00        75.00
                                    ADB FLOATING RATE               0.0000%    11/16/2000   08/15/2025          25.00        25.00
                                    ADB FLOATING RATE               0.0000%    11/19/2001   08/15/2016          75.00        75.00
                                    ADB FLOATING RATE               0.0000%    10/22/2001   09/15/2025          75.00        75.00

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                          22.07         32.67
                                          63.11         93.42
                                          14.14         20.93
                                           7.05         10.44
                                          16.55         24.50
                                          40.48         59.93
                                          12.72         18.84
                                          14.07         20.83
                                          22.62         33.49
                                          37.47         55.46
                                          35.79         52.98
                                          27.63         40.90
                                          21.88         32.39
                                           9.04         13.39
                                          20.93         30.98
                                           5.01          7.42
                                          12.47         18.45
                                          12.12         17.94
                                          36.89         54.60
                                           8.66         12.82
                                          11.88         17.58
                                           6.34          9.39
                                           1.96          2.91
                                           4.34          6.43
                                           4.28          6.34
                                           0.62          0.92
                                           0.00          0.00
                                           3.44          5.09
                                           3.71          5.50
                                           5.37          7.95
                                           1.07          1.59
                                           0.67          1.00
      UNITED STATES DOLLARS            4,606.08      4,606.08
                                     ----------     ---------
                                           6.57          6.57
                                          29.27         29.27
                                          53.88         53.88
                                          10.51         10.51
                                          34.77         34.77
                                          14.22         14.22
                                           4.04          4.04
                                          12.97         12.97
                                          12.85         12.85
                                           7.67          7.67
                                         115.72        115.72
                                          10.94         10.94
                                          18.52         18.52
                                          15.94         15.94
                                          47.16         47.16
                                           8.16          8.16
                                          86.72         86.72
                                          13.87         13.87
                                         270.94        270.94
                                         183.43        183.43
                                          11.77         11.77
                                           6.34          6.34
                                           6.93          6.93
                                           1.25          1.25
                                          11.58         11.58
                                           6.79          6.79
                                           2.74          2.74
                                          29.18         29.18
                                          12.24         12.24
                                          27.08         27.08
                                           4.78          4.78
                                          99.10         99.10
                                           3.17          3.17
                                           4.04          4.04
                                          75.00         75.00
                                           3.56          3.56
</Table>

                                       T-13

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    ADB FLOATING RATE               0.0000%    09/02/2003   08/15/2018         100.00       100.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    12/22/1989   03/15/2010         200.00       200.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    06/04/1984   07/01/2004          90.95        90.95
                                    COST QUA. BOR. IBRD 6M          0.5000%    01/19/1990   02/01/2010          40.00        40.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    05/31/1989   06/15/2009         300.00       300.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    09/26/1984   10/01/2004         150.00       150.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    11/09/1989   09/15/2009          70.10        70.10
                                    COST QUA. BOR. IBRD 6M          0.5000%    08/10/1984   08/15/2004          35.81        35.81
                                    COST QUA. BOR. IBRD 6M          0.5000%    03/16/1990   04/15/2010          40.00        40.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    06/09/1993   08/01/2013          28.36        28.36
                                    COST QUA. BOR. IBRD 6M          0.5000%    06/09/1993   08/01/2013          22.94        22.94
                                    COST QUA. BOR. IBRD 6M          0.5000%    12/23/1992   02/01/2013         200.00       200.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    02/05/1992   03/15/2012          90.79        90.79
                                    COST QUA. BOR. IBRD 6M          0.5000%    02/05/1992   03/15/2012          59.21        59.21
                                    COST QUA. BOR. IBRD 6M          0.5000%    07/15/1993   03/01/2013          37.54        37.54
                                    COST QUA. BOR. IBRD 6M          0.5000%    07/15/1993   03/01/2013          25.46        25.46
                                    COST QUA. BOR. IBRD 6M          0.5000%    06/19/1986   01/01/2006          82.00        82.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    09/01/1988   08/01/2008         200.00       200.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    07/09/1990   09/15/2010         200.00       200.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    02/07/1984   02/01/2004          24.97        24.97
                                    COST QUA. BOR. IBRD 6M          0.5000%    06/13/1988   08/15/2008          45.00        45.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    04/28/1995   04/01/2015           1.30         1.30
                                    COST QUA. BOR. IBRD 6M          0.5000%    04/28/1995   04/01/2015          16.70        16.70
                                    COST QUA. BOR. IBRD 6M          0.5000%    03/30/1987   01/01/2007         300.00       300.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    07/11/1991   08/15/2011         139.44       139.44
                                    COST QUA. BOR. IBRD 6M          0.5000%    07/11/1991   08/15/2011          18.56        18.56
                                    COST QUA. BOR. IBRD 6M          0.5000%    02/04/1985   01/05/2005           3.95         3.95
                                    COST QUA. BOR. IBRD 6M          0.5000%    09/01/1988   08/15/2008         125.26       125.26
                                    INTEREST FREE                   1.0000%    12/20/1974   10/01/2014           5.77         5.77
                                    INTEREST FREE                   1.0000%    11/10/1978   10/01/2018          14.00        14.00
                                    INTEREST FREE                   1.0000%    08/27/1979   02/01/2019          12.34        12.34
                                    INTEREST FREE                   1.0000%    10/22/1980   09/15/2020          12.20        12.20
                                    INTEREST FREE                   1.0000%    10/12/1981   09/01/2021          12.11        12.11
                                    INTEREST FREE                   1.0000%    01/05/1973   09/01/2022          12.70        12.70
                                    INTEREST FREE                   1.0000%    04/05/1974   04/15/2024           9.50         9.50
                                    INTEREST FREE                   1.0000%    04/21/1978   12/15/2027          21.52        21.52
                                    INTEREST FREE                   1.0000%    06/27/1979   06/01/2029          32.22        32.22
                                    FIXED RATE                      0.3000%    05/28/2002   11/30/2032           4.40         4.40
                                    FIXED RATE                      0.3000%    05/28/2002   11/30/2032           6.78         6.78
                                    FIXED RATE                      0.3000%    05/28/2002   11/30/2032          18.56        18.56
                                    FIXED RATE                      0.3000%    05/28/2002   11/30/2032          12.90        12.90
                                    FIXED RATE                      1.0000%    09/22/2000   10/04/2030           7.01         7.01
                                    FIXED RATE                      1.0000%    08/03/2001   12/31/2031          40.00        40.00
                                    FIXED RATE                      1.0000%    06/28/2002   12/27/2032          14.55        14.55
                                    FIXED RATE                      1.0000%    06/28/2002   02/13/2033           5.43         5.43
                                    FIXED RATE                      1.5000%    07/11/1996   03/17/2026          25.18        25.18
                                    FIXED RATE                      1.7500%    08/06/2000   12/15/2016          10.00        10.00
                                    FIXED RATE                      2.0000%    12/24/1980   10/01/2021           4.87         4.87
                                    FIXED RATE                      2.0000%    07/23/1982   04/15/2023           4.15         4.15
                                    FIXED RATE                      2.0000%    04/03/1984   08/19/2021           0.04         0.04
                                    FIXED RATE                      2.0000%    03/24/1975   05/31/2017          15.00        15.00
                                    FIXED RATE                      2.0000%    07/29/1975   02/16/2017           3.47         3.47
                                    FIXED RATE                      2.0000%    12/22/1975   09/13/2017           4.84         4.84
                                    FIXED RATE                      2.0000%    03/11/1974   12/07/2016           1.38         1.38
                                    FIXED RATE                      2.0000%    04/28/1976   04/25/2017           8.90         8.90
                                    FIXED RATE                      2.0000%    06/27/1977   04/27/2018           2.93         2.93
                                    FIXED RATE                      2.0000%    01/13/1978   05/18/2019           4.86         4.86
                                    FIXED RATE                      2.0000%    01/13/1978   11/09/2018           1.46         1.46
                                    FIXED RATE                      2.0000%    08/18/1978   10/14/2018           0.68         0.68
                                    FIXED RATE                      2.0000%    02/23/1979   04/08/2020          10.61        10.61
                                    FIXED RATE                      2.0000%    03/28/1980   03/05/2021           6.36         6.36
                                    FIXED RATE                      2.0000%    02/15/1979   04/28/2021           4.13         4.13
                                    FIXED RATE                      2.0000%    02/15/1978   05/15/2021           3.98         3.98
                                    FIXED RATE                      2.0000%    07/16/1979   09/15/2020           3.63         3.63
                                    FIXED RATE                      2.0000%    08/01/1979   01/11/2022           0.83         0.83
                                    FIXED RATE                      2.0000%    08/01/1978   01/06/2024           0.44         0.44
                                    FIXED RATE                      2.0000%    08/29/1980   10/13/2021           0.39         0.39
                                    FIXED RATE                      2.0000%    11/06/1981   11/06/2021           9.65         9.65
                                    FIXED RATE                      2.0000%    05/28/1981   08/26/2022           0.91         0.91
                                    FIXED RATE                      2.0000%    08/29/1980   06/01/2021           2.09         2.09

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                          75.00         75.00
                                         114.61        114.61
                                           5.76          5.76
                                          22.54         22.54
                                         150.19        150.19
                                          10.00         10.00
                                          36.40         36.40
                                           2.21          2.21
                                          17.74         17.74
                                          22.08         22.08
                                          14.35         14.35
                                         150.80        150.80
                                          61.90         61.90
                                          43.01         43.01
                                          28.16         28.16
                                          15.32         15.32
                                          16.33         16.33
                                          92.88         92.88
                                         105.88        105.88
                                           0.66          0.66
                                          10.91         10.91
                                           1.11          1.11
                                           8.53          8.53
                                          70.00         70.00
                                          92.60         92.60
                                           3.74          3.74
                                           0.35          0.35
                                          58.16         58.16
                                           2.54          2.54
                                           8.40          8.40
                                           7.65          7.65
                                           8.26          8.26
                                           8.72          8.72
                                           7.24          7.24
                                           5.84          5.84
                                          15.49         15.49
                                          24.65         24.65
                                           2.87          2.87
                                           6.78          6.78
                                          11.42         11.42
                                           7.27          7.27
                                           7.01          7.01
                                          39.73         39.73
                                          14.55         14.55
                                           5.43          5.43
                                          25.75         25.75
                                           7.55          7.55
                                           3.38          3.38
                                           4.05          4.05
                                           0.03          0.03
                                           8.32          8.32
                                           1.93          1.93
                                           2.77          2.77
                                           0.74          0.74
                                           4.94          4.94
                                           1.72          1.72
                                           2.93          2.93
                                           0.88          0.88
                                           0.43          0.43
                                           6.90          6.90
                                           4.33          4.33
                                           2.81          2.81
                                           2.71          2.71
                                           2.42          2.42
                                           0.59          0.59
                                           0.33          0.33
                                           0.27          0.27
                                           6.71          6.71
                                           0.66          0.66
                                           1.42          1.42
</Table>

                                       T-14

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      2.0000%    09/25/1981   03/15/2022           3.04         3.04
                                    FIXED RATE                      2.0000%    09/30/1981   08/17/2021           0.82         0.82
                                    FIXED RATE                      2.0000%    08/31/1982   06/14/2023           0.81         0.81
                                    FIXED RATE                      2.0000%    09/29/1982   04/28/2023           0.21         0.21
                                    FIXED RATE                      2.0000%    05/23/1984   06/02/2023           0.04         0.04
                                    FIXED RATE                      2.0000%    08/31/1983   11/16/2024           0.18         0.18
                                    FIXED RATE                      2.0000%    08/24/1979   02/20/2021           1.05         1.05
                                    FIXED RATE                      2.0000%    10/28/1980   12/16/2023           3.74         3.74
                                    FIXED RATE                      2.0000%    12/04/1980   10/28/2023           0.49         0.49
                                    FIXED RATE                      2.0000%    07/21/1982   09/12/2023           0.29         0.29
                                    FIXED RATE                      2.0000%    07/30/1983   04/16/2025           0.98         0.98
                                    FIXED RATE                      2.0000%    07/29/1983   10/01/2024           0.06         0.06
                                    FIXED RATE                      2.0000%    03/26/1984   10/10/2024           0.35         0.35
                                    FIXED RATE                      2.0000%    02/15/1979   11/22/2022           0.74         0.74
                                    FIXED RATE                      2.0000%    06/30/1980   02/14/2023           2.30         2.30
                                    FIXED RATE                      2.0000%    06/01/1994   11/23/2019          14.97        14.97
                                    FIXED RATE                      2.0000%    06/20/1986   10/13/2016          31.99        31.99
                                    FIXED RATE                      2.0000%    05/19/1988   07/03/2018          29.99        29.99
                                    FIXED RATE                      2.0000%    07/31/1990   10/25/2020          21.00        21.00
                                    FIXED RATE                      2.0000%    08/02/1999   12/30/2019          15.13        15.13
                                    FIXED RATE                      2.0000%    08/02/1999   02/11/2020          14.87        14.87
                                    FIXED RATE                      2.0000%    07/08/1985   10/25/2015          40.00        40.00
                                    FIXED RATE                      2.0000%    07/12/2000   01/19/2021          23.35        23.35
                                    FIXED RATE                      2.0000%    07/12/2000   01/19/2021          16.65        16.65
                                    FIXED RATE                      2.5000%    06/30/1997   04/28/2014           9.48         9.48
                                    FIXED RATE                      3.0000%    12/04/1980   04/06/2022           2.30         2.30
                                    FIXED RATE                      3.0000%    07/06/1989   07/06/2007         100.00       100.00
                                    FIXED RATE                      3.0000%    05/17/1991   10/01/2021          15.00        15.00
                                    FIXED RATE                      3.0000%    01/30/1992   04/05/2022          20.00        20.00
                                    FIXED RATE                      3.0000%    04/30/1993   11/26/2023          20.00        20.00
                                    FIXED RATE                      3.0000%    10/30/2001   10/30/2011          35.00        35.00
                                    FIXED RATE                      3.0000%    09/19/2002   12/01/2016          41.25        41.25
                                    FIXED RATE                      3.0250%    03/30/1988   10/15/2004           6.50         6.50
                                    FIXED RATE                      3.2500%    09/27/1990   04/15/2006           4.89         4.89
                                    FIXED RATE                      3.2500%    09/22/1997   03/22/2014          10.00        10.00
                                    FIXED RATE                      3.4000%    03/01/1996   12/15/2012          22.95        22.95
                                    FIXED RATE                      3.4000%    06/06/1997   12/15/2014          36.82        36.82
                                    FIXED RATE                      3.4000%    05/01/1998   05/15/2014          38.51        38.51
                                    FIXED RATE                      3.9500%    12/23/1994   01/28/2006           6.13         6.13
                                    FIXED RATE                      4.0000%    07/16/1998   11/05/2018          10.00        10.00
                                    FIXED RATE                      4.5500%    05/28/2002   01/31/2009           4.40         4.40
                                    FIXED RATE                      4.5500%    05/28/2002   11/30/2008           6.78         6.78
                                    FIXED RATE                      4.5500%    05/28/2002   09/30/2008          18.56        18.56
                                    FIXED RATE                      4.5500%    05/28/2002   09/30/2008          12.90        12.90
                                    FIXED RATE                      5.2000%    03/05/1998   10/15/2010          24.99        24.99
                                    FIXED RATE                      5.2000%    11/08/1999   11/15/2012          99.45        99.45
                                    FIXED RATE                      5.9500%    12/23/1994   03/01/2006          34.75        34.75
                                    FIXED RATE                      7.1800%    09/22/2000   04/05/2008           7.01         7.01
                                    FIXED RATE                      7.6000%    11/07/1979   09/01/2009          39.65        39.65
                                    FIXED RATE                      7.7000%    06/09/1978   04/15/2008          23.50        23.50
                                    FIXED RATE                      7.7300%    04/06/1990   07/15/2010          40.88        40.88
                                    FIXED RATE                      7.7300%    04/06/1990   07/15/2010          80.92        80.92
                                    FIXED RATE                      7.7300%    07/09/1990   09/15/2010          85.00        85.00
                                    FIXED RATE                      7.7300%    11/08/1990   08/01/2010          18.63        18.63
                                    FIXED RATE                      7.7300%    11/08/1990   08/01/2010          27.57        27.57
                                    FIXED RATE                      7.7300%    11/08/1990   11/01/2010         125.00       125.00
                                    FIXED RATE                      7.7300%    02/05/1992   04/15/2012          61.00        61.00
                                    FIXED RATE                      7.7300%    03/31/1992   06/15/2012          33.25        33.25
                                    FIXED RATE                      7.7300%    03/31/1992   06/15/2012          34.75        34.75
                                    FIXED RATE                      7.7500%    05/31/1989   03/01/2009          60.00        60.00
                                    FIXED RATE                      8.0000%    07/23/1996   10/20/2006          25.75        25.75
                                    FIXED RATE                      8.0000%    06/20/1997   05/30/2013           9.48         9.48
                                    FIXED RATE                      8.0600%    09/14/1994   04/15/2006          20.42        20.42
                                    FIXED RATE                      8.3000%    09/06/1977   04/15/2007          17.53        17.53
                                    FIXED RATE                      8.7500%    07/07/1975   05/01/2005          12.80        12.80
                                    FIXED RATE                      8.7500%    12/18/1975   11/01/2005          25.98        25.98
                                    FIXED RATE                      8.9000%    12/15/1976   07/15/2006          14.60        14.60
                                    FIXED RATE                      9.0000%    11/06/1980   07/15/2004          30.00        30.00
                                    FIXED RATE                      9.2000%    11/07/1989   04/15/2004           8.76         8.76
                                    FIXED RATE                     10.0000%    10/12/1981   09/01/2011          20.79        20.79

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                           2.16          2.16
                                           0.59          0.59
                                           0.60          0.60
                                           0.16          0.16
                                           0.03          0.03
                                           0.14          0.14
                                           0.71          0.71
                                           2.81          2.81
                                           0.39          0.39
                                           0.23          0.23
                                           0.78          0.78
                                           0.05          0.05
                                           0.28          0.28
                                           0.53          0.53
                                           1.70          1.70
                                          11.41         11.41
                                          15.99         15.99
                                          17.30         17.30
                                          13.73         13.73
                                          15.13         15.13
                                          14.87         14.87
                                          18.46         18.46
                                          23.35         23.35
                                          16.64         16.64
                                           9.01          9.01
                                           1.60          1.60
                                          33.33         33.33
                                          11.25         11.25
                                          15.83         15.83
                                          16.67         16.67
                                           0.79          0.79
                                          38.02         38.02
                                           0.54          0.54
                                           1.22          1.22
                                           2.39          2.39
                                          20.65         20.65
                                          27.81         27.81
                                          38.51         38.51
                                           0.00          0.00
                                           9.37          9.37
                                           3.76          3.76
                                           5.86          5.86
                                          11.42         11.42
                                           7.27          7.27
                                          14.92         14.92
                                          79.76         79.76
                                          11.85         11.85
                                           5.43          5.43
                                          17.41         17.41
                                           8.22          8.22
                                          17.85         17.85
                                          45.87         45.87
                                          26.48         26.48
                                           5.79          5.79
                                          15.47         15.47
                                          65.68         65.68
                                          38.44         38.44
                                          19.41         19.41
                                          23.40         23.40
                                          30.03         30.03
                                          10.60         10.60
                                           4.45          4.45
                                           4.71          4.71
                                           5.02          5.02
                                           1.79          1.79
                                           4.68          4.68
                                           3.87          3.87
                                           3.05          3.05
                                           0.45          0.45
                                          12.60         12.60
</Table>

                                       T-15

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                     10.1000%    11/17/1981   08/01/2006          20.17        20.17
                                    FIXED RATE                     10.1000%    12/04/1981   09/01/2006           2.48         2.48
                                    FIXED RATE                     10.2500%    12/28/1984   04/15/2008          20.63        20.63
                                    FIXED RATE                     10.5000%    12/23/1983   11/15/2013          38.30        38.30
                                    FIXED RATE                     10.5000%    12/23/1983   10/15/2013          25.15        25.15
                                    FIXED RATE                     11.0000%    11/03/1982   09/01/2012          18.80        18.80
                                    FIXED RATE                     11.0000%    12/01/1982   05/01/2006          47.39        47.39
                                    FIXED RATE                     11.0000%    05/20/1983   01/01/2010          21.77        21.77
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    06/03/1994   06/01/2024           5.00         5.00
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    06/03/1994   06/01/2024          10.00        10.00
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    02/05/1992   02/01/2022          50.00        50.00
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    03/10/1995   03/10/2015          26.50        26.50
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    12/14/1999   12/15/2019          27.50        27.50
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    02/25/2000   04/15/2020          10.00        10.00
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    04/10/2000   02/15/2020         150.00       150.00
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    10/20/2000   01/09/2020           4.79         4.79
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%    08/08/2001   05/01/2021          60.00        60.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    12/20/1996   01/15/2017         113.40       113.40
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    12/20/1996   01/15/2018          50.00        50.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    12/20/1997   01/15/2019          58.00        58.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    09/09/1997   06/15/2018          50.00        50.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    04/08/1998   06/15/2018          10.00        10.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    04/08/1998   06/15/2018          19.00        19.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    09/12/2002   04/15/2019         100.00       100.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    10/07/2002   04/15/2022         100.00       100.00
                                    LIBOR 6 MONTHS DEPOSIT          0.7500%    12/11/1998   09/15/2018         300.00       300.00
                                    LIBOR 6 MONTHS DEPOSIT          0.7500%    03/23/1999   05/15/2019         100.00       100.00
                                    LIBOR 6 MONTHS DEPOSIT          1.6000%    10/19/2000   10/24/2005         300.00       300.00
                                    VARIABLE                        0.0000%    01/22/2003   10/15/2022          50.00        50.00
                                    VARIABLE                        0.0000%    01/20/2003   06/30/2008          33.60        33.60
                                    VARIABLE                        0.0000%    10/02/2003   04/15/2023          21.90        21.90
      B. RELENT TO GOCC's                                                                                                 3,757.78
                                                                                                         ------------   ----------
      BELGIAN FRANCS                                                                                         1,231.67        38.12
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    10/30/1992   12/31/2022         150.00         4.64
                                    INTEREST FREE                   0.0000%    12/23/1983   12/31/2013         100.00         3.09
                                    INTEREST FREE                   0.0000%    11/29/1982   12/31/2012         100.00         3.09
                                    INTEREST FREE                   0.0000%    11/04/1981   12/31/2011         300.00         9.28
                                    INTEREST FREE                   0.0000%    08/11/1980   12/31/2010         450.00        13.93
                                    INTEREST FREE                   0.0000%    03/11/1996   12/31/2025         131.67         4.08
      DEUTSCHEMARK                                                                                             131.93        84.22
                                                                                                         ------------   ----------
                                    FIXED RATE                      2.0000%    07/10/1989   12/31/2019          32.40        20.68
                                    FIXED RATE                      2.0000%    03/22/1982   06/30/2012           9.70         6.19
                                    FIXED RATE                      2.0000%    07/10/1989   12/31/2019          14.40         9.19
                                    FIXED RATE                      2.0000%    07/10/1989   12/31/2019          62.80        40.09
                                    FIXED RATE                      2.0000%    04/10/1981   12/31/2015          12.63         8.06
      DANISH KRONER                                                                                            110.00        18.45
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.0000%    02/20/1985   04/01/2009          95.00        15.93
                                    INTEREST FREE                   0.0000%    02/20/1985   10/01/2009          15.00         2.52
      POUNDS STERLING                                                                                            5.49         9.73
                                                                                                         ------------   ----------
                                    FIXED RATE                      2.0000%    03/12/1980   03/12/2005           3.52         6.24
                                    FIXED RATE                      2.0000%    09/23/1980   09/23/2005           1.97         3.49
      JAPANESE YEN                                                                                         357,002.16     3,332.97
                                                                                                         ------------   ----------
                                    FIXED RATE                      0.7500%    04/07/2000   04/20/2040       1,587.00        14.82
                                    FIXED RATE                      0.7500%    04/07/2000   04/20/2040         821.00         7.66
                                    FIXED RATE                      0.7500%    09/10/1998   09/20/2038      23,668.00       220.96
                                    FIXED RATE                      1.0000%    04/07/2000   04/20/2040      20,675.00       193.02
                                    FIXED RATE                      1.0000%    04/07/2000   04/20/2040       7,445.00        69.51
                                    FIXED RATE                      2.0000%    08/16/1995   07/31/2025         545.40         5.09
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       6,300.00        58.82
                                    FIXED RATE                      2.7000%    06/28/1990   11/15/2010       5,066.00        47.30
                                    FIXED RATE                      2.7000%    07/16/1991   04/20/2021       2,005.00        18.72
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       5,788.00        54.04
                                    FIXED RATE                      2.7000%    05/26/1992   05/20/2022       1,094.00        10.21
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       8,283.00        77.33
                                    FIXED RATE                      2.7000%    07/16/1991   06/20/2021       4,028.00        37.61

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                           5.96          5.96
                                           0.72          0.72
                                           8.53          8.53
                                          25.76         25.76
                                          16.93         16.93
                                          11.58         11.58
                                          12.17         12.17
                                          12.06         12.06
                                           5.00          5.00
                                          18.50         18.50
                                          10.00         10.00
                                          22.50         22.50
                                          14.35         14.35
                                          89.85         89.85
                                          65.82         65.82
                                           2.49          2.49
                                           5.95          5.95
                                          46.05         46.05
                                          46.50         46.50
                                          32.44         32.44
                                          19.42         19.42
                                           9.69          9.69
                                          12.92         12.92
                                          29.67         29.67
                                           5.09          5.09
                                         100.00        100.00
                                           8.85          8.85
                                         300.00        300.00
                                           1.50          1.50
                                           1.62          1.62
                                           0.22          0.22
      B. RELENT TO GOCC's                            2,041.79
                                     ----------     ---------
      BELGIAN FRANCS                     612.21         18.95
                                     ----------     ---------
                                         132.63          4.10
                                          37.50          1.16
                                          33.75          1.04
                                         120.00          3.71
                                         157.50          4.87
                                         130.83          4.05
      DEUTSCHEMARK                        83.49         53.30
                                     ----------     ---------
                                          14.05          8.97
                                           4.03          2.57
                                          11.24          7.18
                                          49.30         31.47
                                           4.87          3.11
      DANISH KRONER                       32.65          5.48
                                     ----------     ---------
                                          27.61          4.63
                                           5.04          0.85
      POUNDS STERLING                      0.22          0.38
                                     ----------     ---------
                                           0.00          0.00
                                           0.22          0.38
      JAPANESE YEN                   196,742.17      1,836.78
                                     ----------     ---------
                                         733.39          6.85
                                         629.90          5.88
                                       6,701.04         62.56
                                       1,398.91         13.06
                                       5,446.25         50.85
                                         541.35          5.05
                                       3,756.27         35.07
                                       3,982.64         37.18
                                       1,583.23         14.78
                                       4,692.56         43.81
                                         711.66          6.64
                                       6,329.02         59.09
                                       2,855.51         26.66
</Table>

                                       T-16

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      2.7000%    03/18/1997   03/20/2027      25,665.00       239.61
                                    FIXED RATE                      2.7000%    03/18/1997   03/20/2027         679.00         6.34
                                    FIXED RATE                      2.7000%    05/26/1989   05/20/2019       5,054.00        47.18
                                    FIXED RATE                      3.0000%    01/29/1993   07/20/2022       3,563.90        33.27
                                    FIXED RATE                      3.0000%    03/31/1993   03/20/2023       6,112.00        57.06
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023      18,120.00       169.17
                                    FIXED RATE                      3.0000%    08/19/1993   08/20/2023       1,259.00        11.75
                                    FIXED RATE                      3.0000%    08/12/1994   08/20/2024      11,433.00       106.74
                                    FIXED RATE                      3.0000%    12/07/1994   12/20/2024       7,056.00        65.87
                                    FIXED RATE                      3.0000%    12/07/1994   12/20/2024       6,630.00        61.90
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024       5,513.00        51.47
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024      10,756.00       100.42
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024       2,896.00        27.04
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024         457.00         4.27
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024       9,795.00        91.45
                                    FIXED RATE                      3.0000%    12/20/1994   12/20/2024       6,212.00        58.00
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010      14,832.73       138.48
                                    FIXED RATE                      3.0000%    06/20/1980   06/20/2010       1,529.75        14.28
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011       8,516.35        79.51
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011       7,554.76        70.53
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011       4,507.27        42.08
                                    FIXED RATE                      3.0000%    06/16/1981   06/20/2011         136.58         1.28
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012      25,489.96       237.97
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012         467.92         4.37
                                    FIXED RATE                      3.0000%    05/31/1982   05/20/2012         149.16         1.39
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013       6,510.19        60.78
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013       4,500.00        42.01
                                    FIXED RATE                      3.0000%    09/09/1983   09/20/2013         169.79         1.59
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       1,272.00        11.88
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       6,015.00        56.16
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018       2,478.00        23.13
                                    FIXED RATE                      3.0000%    01/27/1988   01/20/2018         192.00         1.79
                                    FIXED RATE                      3.2500%    11/09/1978   11/20/2008       4,433.24        41.39
                                    FIXED RATE                      3.2500%    02/02/1979   02/20/2009       6,999.93        65.35
                                    FIXED RATE                      3.5000%    05/07/1984   05/20/2014       2,900.51        27.08
                                    FIXED RATE                      3.5000%    05/30/1986   05/20/2016         142.80         1.33
                                    FIXED RATE                      4.0000%    09/09/1983   09/20/2013       9,297.91        86.81
                                    FIXED RATE                      4.0000%    09/25/1987   09/20/2017      40,400.00       377.17
      SPECIAL DRAWING RIGHT                                                                                     35.17        52.07
                                                                                                         ------------   ----------
                                    INTEREST FREE                   0.7500%    05/08/1996   01/01/2036          10.15        15.03
                                    INTEREST FREE                   1.0000%    06/04/1991   08/15/2025          11.18        16.55
                                    INTEREST FREE                   1.0000%    05/08/1997   01/01/2031          13.84        20.49
      UNITED STATES DOLLAR                                                                                     222.23       222.23
                                                                                                         ------------   ----------
                                    ADB FLOATING RATE               0.0000%    06/04/1991   08/15/2014           6.00         6.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    06/30/1987   06/01/2007          32.00        32.00
                                    COST QUA. BOR. IBRD 6M          0.5000%    04/10/1986   11/15/2006          38.00        38.00
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%    09/09/1997   09/15/2017           2.30         2.30
                                    INTEREST FREE                   1.0000%    04/03/1972   03/01/2022          10.02        10.02
                                    INTEREST FREE                   1.0000%    06/27/1979   02/15/2029          19.22        19.22
                                    FIXED RATE                      2.0000%    03/24/1975   03/24/2016          19.88        19.88
                                    FIXED RATE                      2.0000%    08/06/1976   04/13/2017          14.95        14.95
                                    FIXED RATE                      2.0000%    01/09/1988   06/30/2014          10.00        10.00
                                    FIXED RATE                      2.0000%    08/06/1976   04/11/2017          19.93        19.93
                                    FIXED RATE                      2.0000%    07/21/1989   07/21/2014           2.63         2.63
                                    FIXED RATE                      3.0000%    10/07/1994   04/18/2011           6.00         6.00
                                    FIXED RATE                      7.6000%    11/07/1979   10/01/2003          16.81        16.81
                                    FIXED RATE                     10.1000%    12/04/1981   09/01/2006          24.50        24.50
      II. NG ASSUMED DEBT (REAL)                                                                             2,087.23       320.32
                                                                                                         ------------   ----------
      AUSTRIAN SCHILLINGS                                                                                       21.81         1.98
                                                                                                         ------------   ----------
                                    AUSTRIAN STATUTORY
                                    EXPORT PROMO SCHEME             0.6000%          1992         2007          21.81         1.98
      BELGIAN FRANCS                                                                                            50.00         1.55
                                                                                                         ------------   ----------
                                    FREE                            0.0000%          1986         2012          25.00         0.77
                                    FREE                            0.0000%          1986         2013          25.00         0.77
      DEUTSCHEMARKS                                                                                              0.29         0.19
                                                                                                         ------------   ----------

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                      25,709.95        240.03
                                         397.25          3.71
                                       3,808.20         35.55
                                       3,001.79         28.02
                                       2,841.31         26.53
                                      17,574.76        164.08
                                       1,166.64         10.89
                                       9,739.81         90.93
                                       3,888.16         36.30
                                       1,304.99         12.18
                                       5,164.02         48.21
                                         320.15          2.99
                                       1,218.99         11.38
                                         213.91          2.00
                                       9,325.00         87.06
                                       2,327.57         21.73
                                       4,703.05         43.91
                                         485.03          4.53
                                       3,115.73         29.09
                                       2,763.93         25.80
                                       1,649.00         15.40
                                          49.95          0.47
                                      10,568.99         98.67
                                         194.00          1.81
                                          61.83          0.58
                                       3,175.68         29.65
                                       2,193.30         20.48
                                          82.80          0.77
                                         668.60          6.24
                                       4,197.66         39.19
                                          43.41          0.41
                                         119.60          1.12
                                       1,081.27         10.09
                                       1,878.03         17.53
                                       1,485.60         13.87
                                          87.05          0.81
                                       4,535.54         42.34
                                      26,237.93        244.96
      SPECIAL DRAWING RIGHT               32.39         47.94
                                     ----------     ---------
                                           9.85         14.58
                                           9.16         13.56
                                          13.38         19.81
      UNITED STATES DOLLAR                78.95         78.95
                                     ----------     ---------
                                           1.94          1.94
                                           6.98          6.98
                                           5.77          5.77
                                           1.87          1.87
                                           5.56          5.56
                                          14.70         14.70
                                          10.35         10.35
                                           8.21          8.21
                                           2.86          2.86
                                          11.14         11.14
                                           1.56          1.56
                                           1.37          1.37
                                           0.00          0.00
                                           6.65          6.65
      II. NG ASSUMED DEBT (REAL)                       143.75
                                     ----------     ---------
      AUSTRIAN SCHILLINGS                 10.90          0.99
                                     ----------     ---------

                                          10.90          0.99
      BELGIAN FRANCS                      23.75          0.74
                                     ----------     ---------
                                          11.25          0.35
                                          12.50          0.39
      DEUTSCHEMARKS                        0.15          0.09
                                     ----------     ---------
</Table>

                                       T-17

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED

<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED RATE                      8.6000%          1992         2007           0.29         0.19
      FRENCH FRANCS                                                                                              2.57         0.49
                                                                                                         ------------   ----------
                                    TAUX DU MARCHE
                                    OBLIGATAIRE                     0.4000%          1991         2007           2.57         0.49
      POUNDS STERLING                                                                                            0.17         0.30
                                                                                                         ------------   ----------
                                    LIBOR 6 MONTHS DEPOSIT          0.0000%          1992         2007           0.17         0.30
      JAPANESE YEN                                                                                           1,712.56        15.99
                                                                                                         ------------   ----------
                                    FIXED RATE                      6.3000%          1993         2007       1,296.62        12.11
                                    LONG TERM PRIME RATE            0.1000%          1992         2007         415.94         3.88
      UNITED STATES DOLLARS                                                                                    299.83       299.83
                                                                                                         ------------   ----------
                                    FIXED RATE                      3.0000%          1992         2007           0.23         0.23
                                    FIXED RATE                      3.0000%          1992         2007           0.40         0.40
                                    FIXED RATE                      3.0000%          1992         2007           0.25         0.25
                                    FIXED RATE                      3.5000%          1992         2007           1.06         1.06
                                    FIXED RATE                      3.5000%          1992         2007           0.60         0.60
                                    FIXED RATE                      5.0000%          1981         2004           5.49         5.49
                                    FIXED RATE                      5.0000%          1981         2006           5.49         5.49
                                    FIXED RATE                      5.0000%          1981         2004           5.49         5.49
                                    LIBOR 6 MONTHS DEPOSIT          0.2000%          1992         2007          25.47        25.47
                                    LIBOR 6 MONTHS DEPOSIT          0.2000%          1992         2007           2.63         2.63
                                    LIBOR 6 MONTHS DEPOSIT          0.2000%          1992         2007           0.58         0.58
                                    LIBOR 6 MONTHS DEPOSIT          0.2500%          1990         2007           2.01         2.01
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%          1991         2007           3.13         3.13
                                    LIBOR 6 MONTHS DEPOSIT          0.5000%          1991         2007           1.24         1.24
                                    LIBOR 6 MONTHS DEPOSIT          0.8125%          1986         2003           1.29         1.29
                                    LIBOR 6 MONTHS DEPOSIT          0.8125%          1986         2003           2.10         2.10
                                    LIBOR 6 MONTHS DEPOSIT          0.8125%          1986         2003           8.73         8.73
                                    LIBOR 6 MONTHS DEPOSIT          0.8125%          1986         2003          11.50        11.50
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.3750%          1991         2007           0.31         0.31
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.3750%          1991         2007           0.30         0.30
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.3750%          1991         2007           0.00         0.00
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.5000%          1992         2007         151.35       151.35
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.5000%          1992         2007          32.99        32.99
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.5000%          1992         2007          14.16        14.16
                                    NEW SHORT TERM EXIMBANK
                                    BORROWING                       0.5000%          1992         2007          23.02        23.02
      III. NG SECURITIZED LOANS                                                                                          17,630.61
      UNITED STATES DOLLARS                                                                                  3,348.24     3,348.24
                                                                                                         ------------   ----------
      (Brady Bonds)
      OPTION I -- IRB                                                                                          757.38       757.38
                                                                                                         ------------   ----------
         SERIES A                   STEP UP                   4.00% - 7.50%          1992         2007         130.76       130.76
         SERIES B                   STEP UP                   4.00% - 7.50%          1992         2008         626.62       626.62
      OPTION II -- PCIRB                                                                                     1,894.09     1,894.09
                                                                                                         ------------   ----------
         SERIES A                   STEP UP                   4.25% - 7.50%          1992         2018         153.49       153.49
         SERIES B                   STEP UP                   4.25% - 7.50%          1992         2017       1,740.60     1,740.60
      OPTION III -- DEBT CONVERSION BONDS                                                                      696.78       696.78
                                                                                                         ------------   ----------
         SERIES A                   STEP UP                   4.00% - 7.50%          1992         2010           5.31         5.31
         SERIES B                   STEP UP                   4.00% - 7.50%          1992         2009         691.47       691.47
      FIXED RATE BONDS              FIXED                           8.7500%          1996         2016         690.00       690.00
                                                                                                         ------------   ----------
         JAPANESE YEN                                                                                      136,600.00     1,275.30
                                                                                                         ------------   ----------
                                    FIXED                           1.8850%          2001         2011      50,000.00       466.80
                                    FIXED                           3.2000%          2000         2005      35,000.00       326.76
                                    FIXED                           4.3000%          2002         2011      21,600.00       201.66

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                           0.15          0.09
      FRENCH FRANCS                        1.28          0.24
                                     ----------     ---------

                                           1.28          0.24
      POUNDS STERLING                      0.09          0.15
                                     ----------     ---------
                                           0.09          0.15
      JAPANESE YEN                       856.28          7.99
                                     ----------     ---------
                                         648.31          6.05
                                         207.97          1.94
      UNITED STATES DOLLARS              133.54        133.54
                                     ----------     ---------
                                           0.20          0.20
                                           0.34          0.34
                                           0.21          0.21
                                           0.90          0.90
                                           0.51          0.51
                                           0.46          0.46
                                           1.37          1.37
                                           0.92          0.92
                                           1.32          1.32
                                          12.74         12.74
                                           0.29          0.29
                                           1.00          1.00
                                           1.57          1.57
                                           0.62          0.62
                                           0.00          0.00
                                           0.00          0.00
                                           0.00          0.00
                                           0.00          0.00

                                           0.20          0.20

                                           0.15          0.15

                                           0.00          0.00

                                          75.68         75.68

                                          16.49         16.49

                                           7.08          7.08

                                          11.51         11.51
      III. NG SECURITIZED LOANS                     14,894.67
      UNITED STATES DOLLARS            1,092.38      1,092.38
                                     ----------     ---------
      (Brady Bonds)
      OPTION I -- IRB                    203.68        203.68
                                     ----------     ---------
         SERIES A                         39.32         39.32
         SERIES B                        164.36        164.36
      OPTION II -- PCIRB                 582.68        582.68
                                     ----------     ---------
         SERIES A                        127.52        127.52
         SERIES B                        455.16        455.16
      OPTION III -- DEBT CONVERSIO       306.02        306.02
                                     ----------     ---------
         SERIES A                          2.63          2.63
         SERIES B                        303.39        303.39
      FIXED RATE BONDS                   690.00        690.00
                                     ----------     ---------
         JAPANESE YEN                106,600.00        995.22
                                     ----------     ---------
                                      50,000.00        466.80
                                      35,000.00        326.76
                                      21,600.00        201.66
</Table>


                                       T-18

       EXTERNAL DEBT OF THE REPUBLIC OF THE PHILIPPINES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                       IN MILLIONS OF CURRENCY INDICATED
<Table>
<Caption>
                                                                                                                  ORIGINAL
                                                              INTEREST RATE/                                 AMOUNT CONTRACTED
                                                                 SPREAD/                                 --------------------------
                                                              SERVICE CHARGE      YEAR       YEAR OF     (IN ORIGINAL     (IN US
CURRENCY                              INTEREST RATE BASIS      (PER ANNUM)     CONTRACTED    MATURITY       CURR.)      DOLLARS)(2)
- --------                            ------------------------  --------------   ----------   ----------   ------------   -----------
                                                                                                      
                                    FIXED                           5.0000%          1996         2003      30,000.00       280.08
      GLOBAL BONDS                                                                                          10,256.29    10,256.29
                                                                                                         ------------   ----------
         UNITED STATES DOLLARS                                                                              10,256.29    10,256.29
                                                                                                         ------------   ----------
                                    FIXED                           7.5000%          2002         2007         300.00       300.00
                                    FIXED                           8.3750%          2002         2009       1,000.00     1,000.00
                                    FIXED                           8.3750%          2002         2009         300.00       300.00
                                    FIXED                           8.8750%          1998         2008         500.00       500.00
                                    FIXED                           8.8750%          1998         2008         500.00       500.00
                                    FIXED                           9.0000%          2002         2013         500.00       500.00
                                    FIXED                           9.0000%          2002         2013         500.00       500.00
                                    FIXED                           9.3750%          2002         2017         750.00       750.00
                                    FIXED                           9.5000%          1999         2024       1,006.29     1,006.29
                                    FIXED                           9.8750%          1999         2019         500.00       500.00
                                    FIXED                           9.8750%          1999         2019         200.00       200.00
                                    FIXED                           9.8750%          1999         2019         400.00       400.00
                                    FIXED                           9.8750%          2000         2010         600.00       600.00
                                    FIXED                          10.6250%          2000         2025       1,000.00     1,000.00
                                    FIXED                          10.6250%          2000         2025         300.00       300.00
                                    LIBOR 6 MONTHS DEPOSIT          4.2000%          2000         2003         200.00       200.00
                                    LIBOR 6 MONTHS DEPOSIT          3.0500%          2001         2004         200.00       200.00
                                    FIXED                           8.2500%          2003         2014         750.00       750.00
                                    FIXED                           8.2500%          2003         2014         750.00       750.00
                                                                                                             1,150.00     1,435.78
                                                                                                         ------------   ----------
      EURO                          FIXED                           8.0000%          1999         2004         350.00       436.98
                                    FIXED                           9.3750%          2001         2006         500.00       624.25
                                    FIXED                           9.1250%          2003         2010         300.00       374.55
                                                                                                               625.00       625.00
                                                                                                         ------------   ----------
      TREASURY BILLS/               INTEREST FREE                                    2003         2004         200.00       200.00
      NOTES/BONDS                   INTEREST FREE                                    2003         2005         175.00       175.00
                                    FIXED                           5.6250%          2003         2006         250.00       250.00

<Caption>
                                       OUTSTANDING BALANCE
                                     AS OF DECEMBER 31, 2003
                                    --------------------------
                                    (IN ORIGINAL     (IN US
CURRENCY                               CURR.)      DOLLARS)(2)
- --------                            ------------   -----------
                                             
                                           0.00          0.00
      GLOBAL BONDS                    10,056.29     10,056.29
                                     ----------     ---------
         UNITED STATES DOLLARS        10,056.29     10,056.29
                                     ----------     ---------
                                         300.00        300.00
                                       1,000.00      1,000.00
                                         300.00        300.00
                                         500.00        500.00
                                         500.00        500.00
                                         500.00        500.00
                                         500.00        500.00
                                         750.00        750.00
                                       1,006.29      1,006.29
                                         500.00        500.00
                                         200.00        200.00
                                         400.00        400.00
                                         600.00        600.00
                                       1,000.00      1,000.00
                                         300.00        300.00
                                           0.00          0.00
                                         200.00        200.00
                                         750.00        750.00
                                         750.00        750.00
                                       1,150.00      1,435.78
                                     ----------     ---------
      EURO                               350.00        436.98
                                         500.00        624.25
                                         300.00        374.55
                                         625.00        625.00
                                     ----------     ---------
      TREASURY BILLS/                    200.00        200.00
      NOTES/BONDS                        175.00        175.00
                                         250.00        250.00
</Table>

- ---------------

(1) Excludes external debt guaranteed by the Republic

(2) Amounts in original currencies converted into US Dollars using Bangko
    Sentral reference rate prevailing on December 30, 2003

                                       T-19


                       DOMESTIC GOVERNMENT SECURITIES(1)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
TOTAL (I + II)                                                                                1,706,200.00
                                                                                              ============
I.   ACTUAL OBLIGATIONS                                                                       1,685,924.50
                                                                                              ------------
    A.  TREASURY BILLS                                                                          495,964.08
                                                                                              ------------
         ADAPS                             Various                 2003-2004                     67,222.00
         TAP                               Various                 2003-2004                      1,050.00
         GOCC Series                       Various                 2003-2004                    218,318.08
         LGUs                              Various                 2003-2004                        319.90
         TEIs                              Various                 2003-2004                     34,485.80
         CB-BOL                       Floating Rate                2003-2004                    174,568.30
    B.  TREASURY NOTES RA 245                                                    2,438.06         2,415.55
                                                                               ----------     ------------
             Fixed Rate                     3.500%       1984        2005          337.59           334.31
             Fixed Rate                     3.500%       1984        2005          153.43           153.43
             Fixed Rate                     3.500%       1984        2005           55.81            55.81
             Fixed Rate                     3.500%       1985        2005          145.99           145.99
             Fixed Rate                     3.500%       1985        2005           91.85            91.85
             Fixed Rate                     3.500%       1985        2005            8.92             8.92
             Fixed Rate                     3.500%       1985        2005            1.40             1.40
             Fixed Rate                     3.500%       1985        2005           51.65            42.88
             Fixed Rate                     3.500%       1985        2005            2.44             2.44
             Fixed Rate                     3.500%       1985        2006            4.44             4.44
             Fixed Rate                     3.500%       1985        2006           70.00            70.00
             Fixed Rate                     3.500%       1985        2006           37.86            37.86
             Fixed Rate                     3.500%       1985        2006            0.52             0.52
             Fixed Rate                     3.500%       1985        2006            1.57             1.57
             Fixed Rate                     3.500%       1985        2006            0.72             0.72
             Fixed Rate                     3.500%       1985        2006            2.26             2.26
             Fixed Rate                     3.500%       1985        2006           31.12            31.12
             Fixed Rate                     3.500%       1986        2006           39.93            39.93
             Fixed Rate                     3.500%       1986        2006          188.86           188.86
             Fixed Rate                     3.500%       1986        2006          126.90           126.90
             Fixed Rate                     3.500%       1986        2006           26.67            26.67
             Fixed Rate                     3.500%       1986        2006          200.84           200.84
             Fixed Rate                     3.500%       1986        2006          139.64           139.64
             Fixed Rate                     3.500%       1986        2006           13.47             3.01
             Fixed Rate                     3.500%       1986        2006          295.60           295.60
             Fixed Rate                     3.500%       1986        2006           26.68            26.68
             Fixed Rate                     3.500%       1986        2007           44.90            44.90
             Fixed Rate                     3.500%       1986        2007            1.04             1.04
             Fixed Rate                     3.500%       1986        2007            5.10             5.10
             Fixed Rate                     3.500%       1986        2007           20.91            20.91
             Fixed Rate                     3.500%       1986        2007          309.95           309.95
    C.  BONDS                                                                   82,118.48        90,080.19
                                                                               ----------     ------------
         TREASURY BONDS                                                          7,161.02         4,686.11
                                                                               ----------     ------------
             T/BONDS R.A. 245                                                    7,020.62         4,546.55
                                                                               ----------     ------------
             Fixed Rate                     3.250%       1980        2005           95.00            95.00
             Fixed Rate                     4.000%       1980        2005        2,100.00         1,099.98
             Fixed Rate                     4.000%       1981        2006        1,600.00         1,179.53
             Fixed Rate                     4.000%       1982        2007        2,700.00         1,746.22
             Fixed Rate                     4.000%       1983        2008           30.00             9.69
             Fixed Rate                     4.000%       1983        2004            6.89             0.26
             Fixed Rate                     4.000%       1983        2004           42.03            39.38
             Fixed Rate                     4.000%       1983        2008           50.00             3.95
             Fixed Rate                     4.000%       1983        2008            4.87             0.26
</Table>

                                       T-20

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                     4.000%       1983        2008          200.00           200.00
             Fixed Rate                     4.000%       1983        2008           50.00            50.00
             Fixed Rate                     4.000%       1983        2008          100.00           100.00
             Fixed Rate                     4.000%       1983        2008            6.83             6.83
             Fixed Rate                     4.000%       1983        2008           15.00            15.00
             Fixed Rate                     7.000%       1979        2004           20.00             0.45
             T/BONDS PD NO. 694                                                    140.40           139.56
                                                                               ----------     ------------
             Fixed Rate                     3.000%       1978        2008          100.00           100.00
             Fixed Rate                     3.000%       1979        2009           40.40            39.56
         30 YR FXTB                                                                 97.05            97.05
                                                                               ----------     ------------
             Fixed Rate                    12.840%       1996        2025           97.05            97.05
         TREASURY BONDS (CB-BOL)                                                50,000.00        50,000.00
                                                                               ----------     ------------
        182-Day T-Bill Rate                              1993        2018       50,000.00        50,000.00
         12 YR PESO DENOMINATED
           T/BONDS                                                              24,860.41        24,860.41
                                                                               ----------     ------------
         91-Day T-Bill Rate                              1995        2007        3,226.41         3,226.41
         91-Day T-Bill Rate                              1995        2007       21,634.00        21,634.00
                                                                               ----------     ------------
         AGRARIAN REFORM BONDS                                                                   10,436.62
                                                                                              ------------
         91-Day T-Bill Rate
    D.  FIXED RATE T/BONDS                                                     985,089.02       985,089.02
                                                                               ----------     ------------
         2 YR FXTB                                                              90,386.03        90,386.03
                                                                               ----------     ------------
             ADAPS                                                              40,655.00        40,655.00
                                                                               ----------     ------------
             Fixed Rate                     9.500%       2002        2004        3,605.00         3,605.00
             Fixed Rate                     9.500%       2002        2004        4,000.00         4,000.00
             Fixed Rate                     8.875%       2002        2004        3,000.00         3,000.00
             Fixed Rate                     8.875%       2002        2004        9,000.00         9,000.00
             Fixed Rate                     8.875%       2002        2004        6,000.00         6,000.00
             Fixed Rate                     8.250%       2003        2005        6,050.00         6,050.00
             Fixed Rate                     8.625%       2003        2005        6,000.00         6,000.00
             Fixed Rate                     8.750%       2003        2005        3,000.00         3,000.00
             TAP                                                                 1,400.00         1,400.00
                                                                               ----------     ------------
             Fixed Rate                     8.875%       2002        2004          400.00           400.00
             Fixed Rate                     8.250%       2003        2005        1,000.00         1,000.00
             GOCCS                                                              34,832.93        34,832.93
                                                                               ----------     ------------
             Fixed Rate                     9.500%       2002        2004       10,561.10        10,561.10
             Fixed Rate                     8.875%       2002        2004        2,278.30         2,278.30
             Fixed Rate                     8.875%       2002        2004        6,062.00         6,062.00
             Fixed Rate                     8.875%       2002        2004        7,373.10         7,373.10
             Fixed Rate                     8.250%       2003        2005        3,660.50         3,660.50
             Fixed Rate                     8.250%       2003        2005        3,211.20         3,211.20
             Fixed Rate                     8.625%       2003        2005          268.40           268.40
             Fixed Rate                     8.750%       2003        2005        1,418.33         1,418.33
             TEIS                                                               13,498.10        13,498.10
                                                                               ----------     ------------
             Fixed Rate                     8.550%       2002        2004          771.00           771.00
             Fixed Rate                     9.500%       2002        2004        1,416.40         1,416.40
             Fixed Rate                    7.9875%       2002        2004           34.00            34.00
             Fixed Rate                     8.875%       2002        2004          211.20           211.20
             Fixed Rate                     8.875%       2002        2004          500.00           500.00
             Fixed Rate                    7.9875%       2002        2004          465.70           465.70
             Fixed Rate                     8.875%       2002        2004        4,659.00         4,659.00
             Fixed Rate                    7.9875%       2002        2004          604.60           604.60
             Fixed Rate                    8.2500%       2003        2005          360.10           360.10
</Table>

                                       T-21

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    7.4250%       2003        2005           46.90            46.90
             Fixed Rate                    8.6250%       2003        2005        1,438.70         1,438.70
             Fixed Rate                    7.7625%       2003        2005           19.50            19.50
             Fixed Rate                    8.7500%       2003        2005        2,970.00         2,970.00
             Fixed Rate                    7.8750%       2003        2005            1.00             1.00
         3 YR FXTB                                                              73,669.50        73,669.50
                                                                               ----------     ------------
             ADAPS                                                              31,000.00        31,000.00
                                                                               ----------     ------------
             Fixed Rate                   10.2500%       2002        2005        6,000.00         6,000.00
             Fixed Rate                   10.0000%       2002        2005        3,000.00         3,000.00
             Fixed Rate                    9.1250%       2002        2005        3,000.00         3,000.00
             Fixed Rate                    9.2500%       2003        2006        3,500.00         3,500.00
             Fixed Rate                   11.1250%       2003        2006        7,000.00         7,000.00
             Fixed Rate                   10.1250%       2003        2006        2,500.00         2,500.00
             Fixed Rate                    9.0000%       2003        2006        6,000.00         6,000.00
             GOCCS                                                              30,805.40        30,805.40
                                                                               ----------     ------------
             Fixed Rate                   10.2500%       2002        2005        7,235.10         7,235.10
             Fixed Rate                   10.0000%       2002        2005        8,470.00         8,470.00
             Fixed Rate                    9.1250%       2002        2005          179.00           179.00
             Fixed Rate                    9.2500%       2003        2006        1,020.80         1,020.80
             Fixed Rate                   11.1250%       2003        2006        5,606.80         5,606.80
             Fixed Rate                   10.1250%       2003        2006        6,588.90         6,588.90
             Fixed Rate                    9.0000%       2003        2006        1,704.80         1,704.80
             TEIS                                                               11,864.10        11,864.10
                                                                               ----------     ------------
             Fixed Rate                   10.2500%       2002        2005        5,608.40         5,608.40
             Fixed Rate                    9.2250%       2002        2005          589.90           589.90
             Fixed Rate                   10.0000%       2002        2005          400.00           400.00
             Fixed Rate                    9.0000%       2002        2005          432.70           432.70
             Fixed Rate                    9.1250%       2002        2005        1,123.70         1,123.70
             Fixed Rate                    8.2125%       2002        2005           37.70            37.70
             Fixed Rate                    8.3250%       2003        2006            3.00             3.00
             Fixed Rate                   11.1250%       2003        2006        3,000.00         3,000.00
             Fixed Rate                   10.0125%       2003        2006           50.20            50.20
             Fixed Rate                   10.1250%       2003        2006          485.50           485.50
             Fixed Rate                    9.1125%       2003        2006          133.00           133.00
         4 YR FXTB                                                              48,048.12        48,048.12
                                                                               ----------     ------------
             ADAPS                                                              22,023.00        22,023.00
                                                                               ----------     ------------
             Fixed Rate                   10.3750%       2002        2006        6,000.00         6,000.00
             Fixed Rate                   10.3750%       2002        2006        4,585.00         4,585.00
             Fixed Rate                   10.5000%       2003        2007        1,938.00         1,938.00
             Fixed Rate                   10.6250%       2003        2007        3,500.00         3,500.00
             Fixed Rate                   10.0000%       2003        2007        3,000.00         3,000.00
             Fixed Rate                   10.1250%       2003        2007        3,000.00         3,000.00
             TAP                                                                 2,000.00         2,000.00
                                                                               ----------     ------------
             Fixed Rate                   10.6250%       2003        2007        2,000.00         2,000.00
             GOCCS                                                              19,423.12        19,423.12
                                                                               ----------     ------------
             Fixed Rate                   10.3750%       2002        2006        2,086.90         2,086.90
             Fixed Rate                   10.3750%       2002        2006          377.10           377.10
             Fixed Rate                   10.5000%       2003        2007          328.00           328.00
             Fixed Rate                   10.6250%       2003        2007        8,785.80         8,785.80
             Fixed Rate                   10.0000%       2003        2007        1,592.60         1,592.60
             Fixed Rate                   10.1250%       2003        2007        6,252.72         6,252.72
             TEIS                                                                4,602.00         4,602.00
                                                                               ----------     ------------
             Fixed Rate                   10.3750%       2002        2006          500.00           500.00
</Table>

                                       T-22

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    9.3375%       2002        2006          141.10           141.10
             Fixed Rate                   10.3750%       2002        2006        1,000.00         1,000.00
             Fixed Rate                    9.3375%       2002        2006           16.20            16.20
             Fixed Rate                   10.5000%       2003        2007          500.00           500.00
             Fixed Rate                    9.4500%       2003        2007           27.00            27.00
             Fixed Rate                   10.6250%       2003        2007          500.00           500.00
             Fixed Rate                    9.5625%       2003        2007           95.00            95.00
             Fixed Rate                   10.0000%       2003        2007        1,500.00         1,500.00
             Fixed Rate                    9.1125%       2003        2007          322.70           322.70
         5 YR FXTB                                                             224,361.88       224,361.88
                                                                               ----------     ------------
             ADAPS                                                             124,262.00       124,262.00
                                                                               ----------     ------------
             Fixed Rate                    14.000%       1999        2004        3,000.00         3,000.00
             Fixed Rate                    13.625%       1999        2004        1,730.00         1,730.00
             Fixed Rate                    14.250%       1999        2004          890.00           890.00
             Fixed Rate                    14.250%       1999        2004        2,000.00         2,000.00
             Fixed Rate                    14.125%       1999        2004        2,000.00         2,000.00
             Fixed Rate                    13.750%       2000        2005        3,000.00         3,000.00
             Fixed Rate                    13.500%       2000        2005        3,000.00         3,000.00
             Fixed Rate                    13.500%       2000        2005        3,000.00         3,000.00
             Fixed Rate                    12.750%       2000        2005        3,000.00         3,000.00
             Fixed Rate                    13.250%       2000        2005        1,610.00         1,610.00
             Fixed Rate                    13.000%       2000        2005        3,000.00         3,000.00
             Fixed Rate                    13.500%       2000        2005        1,230.00         1,230.00
             Fixed Rate                    13.875%       2000        2005          765.00           765.00
             Fixed Rate                    16.750%       2000        2005        1,349.00         1,349.00
             Fixed Rate                    15.875%       2001        2006        3,000.00         3,000.00
             Fixed Rate                    15.000%       2001        2006        2,961.00         2,961.00
             Fixed Rate                    14.500%       2001        2006        3,000.00         3,000.00
             Fixed Rate                    14.000%       2001        2006        1,000.00         1,000.00
             Fixed Rate                    15.250%       2001        2006        1,948.00         1,948.00
             Fixed Rate                    15.250%       2001        2006        2,000.00         2,000.00
             Fixed Rate                    15.500%       2001        2006        3,500.00         3,500.00
             Fixed Rate                    16.250%       2001        2006          905.00           905.00
             Fixed Rate                    14.125%       2001        2004        1,891.00         1,891.00
             Fixed Rate                    14.125%       2001        2004        2,000.00         2,000.00
             Fixed Rate                    14.250%       2001        2004        1,260.00         1,260.00
             Fixed Rate                    14.250%       2001        2004        2,000.00         2,000.00
             Fixed Rate                    13.750%       2001        2005        2,000.00         2,000.00
             Fixed Rate                    13.750%       2001        2005        2,000.00         2,000.00
             Fixed Rate                    13.875%       2001        2005        2,095.00         2,095.00
             Fixed Rate                    12.750%       2002        2005        4,000.00         4,000.00
             Fixed Rate                    13.875%       2002        2005        4,000.00         4,000.00
             Fixed Rate                    12.750%       2002        2005        4,000.00         4,000.00
             Fixed Rate                    13.500%       2002        2005        4,000.00         4,000.00
             Fixed Rate                    13.000%       2002        2005        3,000.00         3,000.00
             Fixed Rate                    13.000%       2002        2007        3,848.00         3,848.00
             Fixed Rate                    13.000%       2002        2007        1,025.00         1,025.00
             Fixed Rate                    13.000%       2002        2007        3,000.00         3,000.00
             Fixed Rate                    10.750%       2002        2007        2,935.00         2,935.00
             Fixed Rate                    10.750%       2002        2007        3,000.00         3,000.00
             Fixed Rate                    10.750%       2002        2007        3,000.00         3,000.00
             Fixed Rate                    11.000%       2002        2007        2,000.00         2,000.00
             Fixed Rate                    11.000%       2002        2007        1,000.00         1,000.00
             Fixed Rate                    11.000%       2002        2007        3,000.00         3,000.00
</Table>

                                       T-23

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    14.000%       2002        2006        2,070.00         2,070.00
             Fixed Rate                    10.750%       2003        2008        6,750.00         6,750.00
             Fixed Rate                    11.625%       2003        2008        3,500.00         3,500.00
             Fixed Rate                     9.875%       2003        2008        3,000.00         3,000.00
             Fixed Rate                    10.250%       2003        2008        6,000.00         6,000.00
             TAP                                                                20,206.00        20,206.00
                                                                               ----------     ------------
             Fixed Rate                    14.000%       1999        2004        1,050.00         1,050.00
             Fixed Rate                    14.125%       1999        2004        1,000.00         1,000.00
             Fixed Rate                    13.875%       2000        2005        3,300.00         3,300.00
             Fixed Rate                    16.750%       2000        2005          400.00           400.00
             Fixed Rate                    15.875%       2001        2006        1,000.00         1,000.00
             Fixed Rate                    15.000%       2001        2006          800.00           800.00
             Fixed Rate                    14.500%       2001        2006        3,950.00         3,950.00
             Fixed Rate                    14.000%       2001        2006        1,000.00         1,000.00
             Fixed Rate                    14.250%       2001        2004        2,706.00         2,706.00
             Fixed Rate                    14.250%       2001        2004          500.00           500.00
             Fixed Rate                    13.000%       2002        2005        1,500.00         1,500.00
             Fixed Rate                    11.625%       2003        2008        2,000.00         2,000.00
             Fixed Rate                    10.250%       2003        2008        1,000.00         1,000.00
             GOCCS                                                              56,887.48        56,887.48
                                                                               ----------     ------------
             Fixed Rate                    14.000%       1999        2004        1,586.60         1,586.60
             Fixed Rate                    13.625%       1999        2004           45.80            45.80
             Fixed Rate                    14.250%       1999        2004        1,485.10         1,485.10
             Fixed Rate                    14.250%       1999        2004          938.70           938.70
             Fixed Rate                    14.125%       1999        2004        2,975.60         2,975.60
             Fixed Rate                    13.750%       2000        2005        2,227.40         2,227.40
             Fixed Rate                    13.500%       2000        2005            1.40             1.40
             Fixed Rate                    13.500%       2000        2005        1,563.10         1,563.10
             Fixed Rate                    12.750%       2000        2005           53.00            53.00
             Fixed Rate                    13.250%       2000        2005          118.40           118.40
             Fixed Rate                    13.000%       2000        2005           48.20            48.20
             Fixed Rate                    13.500%       2000        2005        2,998.40         2,998.40
             Fixed Rate                    13.875%       2000        2005        2,439.00         2,439.00
             Fixed Rate                    16.750%       2000        2005        1,825.90         1,825.90
             Fixed Rate                    15.875%       2001        2006          990.50           990.50
             Fixed Rate                    15.000%       2001        2006          587.20           587.20
             Fixed Rate                    14.500%       2001        2006        2,181.70         2,181.70
             Fixed Rate                    14.000%       2001        2006          463.20           463.20
             Fixed Rate                    15.250%       2001        2006          230.10           230.10
             Fixed Rate                    15.250%       2001        2006        2,457.90         2,457.90
             Fixed Rate                    14.125%       2001        2006        1,977.48         1,977.48
             Fixed Rate                    14.250%       2001        2004          454.30           454.30
             Fixed Rate                    15.500%       2001        2006          581.60           581.60
             Fixed Rate                    16.250%       2001        2006        2,269.10         2,269.10
             Fixed Rate                    13.750%       2001        2005        1,524.80         1,524.80
             Fixed Rate                    13.875%       2001        2005        2,037.90         2,037.90
             Fixed Rate                    12.750%       2002        2005        2,540.70         2,540.70
             Fixed Rate                    13.500%       2002        2005        5,140.10         5,140.10
             Fixed Rate                    13.000%       2002        2007          155.20           155.20
             Fixed Rate                    13.000%       2002        2007        4,911.50         4,911.50
             Fixed Rate                    11.000%       2002        2007          477.90           477.90
             Fixed Rate                    13.000%       2002        2005        2,146.30         2,146.30
             Fixed Rate                    14.000%       2002        2006          896.40           896.40
             Fixed Rate                    10.750%       2003        2008            6.70             6.70
             Fixed Rate                    11.625%       2003        2008        2,403.40         2,403.40
</Table>

                                       T-24

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    10.250%       2003        2008        4,146.90         4,146.90
             TEIS                                                               23,006.40        23,006.40
                                                                               ----------     ------------
             Fixed Rate                   14.0000%       1999        2004          500.00           500.00
             Fixed Rate                   12.6000%       1999        2004          211.90           211.90
             Fixed Rate                   12.8250%       1999        2004            1.00             1.00
             Fixed Rate                   12.8250%       1999        2004           10.00            10.00
             Fixed Rate                   13.7500%       2000        2005          100.00           100.00
             Fixed Rate                   13.5000%       2000        2005          200.00           200.00
             Fixed Rate                   12.1500%       2000        2005           10.00            10.00
             Fixed Rate                   12.1500%       2000        2005           30.00            30.00
             Fixed Rate                   12.7500%       2000        2005          200.00           200.00
             Fixed Rate                   13.5000%       2000        2005          100.00           100.00
             Fixed Rate                   12.1500%       2000        2005           30.00            30.00
             Fixed Rate                   13.8750%       2000        2005          200.00           200.00
             Fixed Rate                   12.4875%       2000        2005           18.00            18.00
             Fixed Rate                   15.0750%       2000        2005          223.40           223.40
             Fixed Rate                   16.7500%       2000        2005          500.00           500.00
             Fixed Rate                   14.2875%       2001        2006           24.60            24.60
             Fixed Rate                   15.8750%       2001        2006          200.00           200.00
             Fixed Rate                   15.0000%       2001        2006          200.00           200.00
             Fixed Rate                   13.5000%       2001        2006           45.00            45.00
             Fixed Rate                   14.5000%       2001        2006          600.00           600.00
             Fixed Rate                   13.0500%       2001        2006          150.70           150.70
             Fixed Rate                   12.6000%       2001        2006           19.50            19.50
             Fixed Rate                   15.2500%       2001        2006          800.00           800.00
             Fixed Rate                   13.7250%       2001        2006          100.40           100.40
             Fixed Rate                   13.7250%       2001        2006          194.10           194.10
             Fixed Rate                   15.2500%       2001        2006          200.00           200.00
             Fixed Rate                   15.5000%       2001        2006          400.00           400.00
             Fixed Rate                   13.9500%       2001        2006           75.80            75.80
             Fixed Rate                   16.2500%       2001        2006          500.00           500.00
             Fixed Rate                   14.6250%       2001        2006          203.60           203.60
             Fixed Rate                   14.1250%       2001        2004          468.00           468.00
             Fixed Rate                   12.7125%       2001        2004           19.50            19.50
             Fixed Rate                   14.2500%       2001        2004          200.00           200.00
             Fixed Rate                   12.8250%       2001        2004           94.10            94.10
             Fixed Rate                   14.2500%       2001        2004          200.00           200.00
             Fixed Rate                   13.7500%       2001        2005          200.00           200.00
             Fixed Rate                   12.3750%       2001        2005          246.90           246.90
             Fixed Rate                   12.4875%       2001        2005           41.70            41.70
             Fixed Rate                   13.8750%       2001        2005          200.00           200.00
             Fixed Rate                    12.375%       2001        2005          235.50           235.50
             Fixed Rate                    11.475%       2002        2005          248.00           248.00
             Fixed Rate                   12.4875%       2002        2005          400.00           400.00
             Fixed Rate                    12.150%       2002        2005          554.70           554.70
             Fixed Rate                    13.500%       2002        2005          518.40           518.40
             Fixed Rate                    11.700%       2002        2007          719.50           719.50
             Fixed Rate                    13.000%       2002        2007          200.00           200.00
             Fixed Rate                    11.700%       2002        2007          533.40           533.40
             Fixed Rate                    11.000%       2002        2007        2,309.20         2,309.20
             Fixed Rate                     9.900%       2002        2007          108.50           108.50
             Fixed Rate                    11.700%       2002        2005          318.40           318.40
             Fixed Rate                    13.000%       2002        2005        1,185.00         1,185.00
             Fixed Rate                    14.000%       2002        2006        1,370.30         1,370.30
             Fixed Rate                    10.750%       2003        2008        1,243.50         1,243.50
</Table>

                                       T-25

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                     9.675%       2003        2008          274.80           274.80
             Fixed Rate                   10.4625%       2003        2008          652.00           652.00
             Fixed Rate                   11.6250%       2003        2008          500.00           500.00
             Fixed Rate                    9.8750%       2003        2008          500.00           500.00
             Fixed Rate                    8.8875%       2003        2008          100.00           100.00
             Fixed Rate                   10.2500%       2003        2008        3,000.00         3,000.00
             Fixed Rate                    9.2250%       2003        2008          317.00           317.00
         7 YR FXTB                                                             121,622.50       121,622.50
                                                                               ----------     ------------
             ADAPS                                                              62,914.00        62,914.00
                                                                               ----------     ------------
             Fixed Rate                    13.500%       1997        2004        3,340.00         3,340.00
             Fixed Rate                    20.875%       1997        2004        1,987.00         1,987.00
             Fixed Rate                    20.500%       1998        2005        1,887.00         1,887.00
             Fixed Rate                    20.000%       1998        2005        1,164.00         1,164.00
             Fixed Rate                    18.375%       1998        2005        2,500.00         2,500.00
             Fixed Rate                    16.500%       1999        2006        1,805.00         1,805.00
             Fixed Rate                    14.000%       1999        2006          750.00           750.00
             Fixed Rate                    14.000%       1999        2006           21.00            21.00
             Fixed Rate                    15.000%       1999        2006        2,000.00         2,000.00
             Fixed Rate                    14.750%       1999        2006        2,000.00         2,000.00
             Fixed Rate                    14.625%       1999        2006        2,000.00         2,000.00
             Fixed Rate                    14.500%       1999        2006        2,000.00         2,000.00
             Fixed Rate                    14.500%       2000        2007        2,775.00         2,775.00
             Fixed Rate                    14.250%       2000        2007        3,000.00         3,000.00
             Fixed Rate                    14.000%       2000        2007        3,000.00         3,000.00
             Fixed Rate                    13.375%       2000        2007        3,000.00         3,000.00
             Fixed Rate                    13.875%       2000        2007        1,250.00         1,250.00
             Fixed Rate                    13.500%       2000        2007        3,000.00         3,000.00
             Fixed Rate                    14.000%       2000        2007        1,165.00         1,165.00
             Fixed Rate                    14.250%       2000        2007        1,640.00         1,640.00
             Fixed Rate                    14.250%       2000        2007        2,116.00         2,116.00
             Fixed Rate                    14.500%       2000        2007        1,020.00         1,020.00
             Fixed Rate                    17.250%       2000        2007        1,039.00         1,039.00
             Fixed Rate                    16.000%       2001        2008        3,000.00         3,000.00
             Fixed Rate                    15.625%       2001        2008        3,000.00         3,000.00
             Fixed Rate                    13.500%       2001        2004        2,000.00         2,000.00
             Fixed Rate                    13.500%       2001        2004        1,000.00         1,000.00
             Fixed Rate                    15.000%       2001        2006        2,000.00         2,000.00
             Fixed Rate                    14.000%       2002        2006          455.00           455.00
             Fixed Rate                    11.875%       2003        2010        7,000.00         7,000.00
             TAP                                                                13,680.00        13,680.00
                                                                               ----------     ------------
             Fixed Rate                    13.500%       1997        2004        3,180.00         3,180.00
             Fixed Rate                    20.500%       1998        2005        1,200.00         1,200.00
             Fixed Rate                    18.375%       1998        2005        2,100.00         2,100.00
             Fixed Rate                    16.000%       2001        2008        2,200.00         2,200.00
             Fixed Rate                    15.625%       2001        2008        2,000.00         2,000.00
             Fixed Rate                    11.875%       2003        2010        3,000.00         3,000.00
             GOCCS                                                              30,172.70        30,172.70
                                                                               ----------     ------------
             Fixed Rate                    20.875%       1997        2004           65.00            65.00
             Fixed Rate                    16.500%       1999        2006        1,446.70         1,446.70
             Fixed Rate                    15.000%       1999        2006           13.20            13.20
             Fixed Rate                    14.750%       1999        2006            1.00             1.00
             Fixed Rate                    14.625%       1999        2006        1,958.80         1,958.80
             Fixed Rate                    14.500%       1999        2006          867.70           867.70
             Fixed Rate                    14.500%       2000        2007        3,091.00         3,091.00
</Table>

                                       T-26

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    14.250%       2000        2007          379.40           379.40
             Fixed Rate                    14.000%       2000        2007          552.70           552.70
             Fixed Rate                    13.875%       2000        2007        1,047.60         1,047.60
             Fixed Rate                    13.500%       2000        2007           10.60            10.60
             Fixed Rate                    14.000%       2000        2007           37.00            37.00
             Fixed Rate                    14.250%       2000        2007           10.50            10.50
             Fixed Rate                    14.250%       2000        2007           99.90            99.90
             Fixed Rate                    14.500%       2000        2007          573.20           573.20
             Fixed Rate                    17.250%       2000        2007        3,043.70         3,043.70
             Fixed Rate                    16.000%       2001        2008        2,514.30         2,514.30
             Fixed Rate                    15.625%       2001        2008        8,319.10         8,319.10
             Fixed Rate                    16.000%       2001        2008          509.00           509.00
             Fixed Rate                    13.500%       2001        2004          403.10           403.10
             Fixed Rate                    15.000%       2001        2006        1,953.40         1,953.40
             Fixed Rate                    14.000%       2002        2006        2,210.20         2,210.20
             Fixed Rate                    11.875%       2003        2010        1,065.60         1,065.60
             TEIS                                                               14,855.80        14,855.80
                                                                               ----------     ------------
             Fixed Rate                    12.150%       1997        2004          100.00           100.00
             Fixed Rate                   18.7875%       1997        2004        2,800.00         2,800.00
             Fixed Rate                    18.000%       1998        2005          200.00           200.00
             Fixed Rate                   16.5375%       1998        2005           50.00            50.00
             Fixed Rate                    14.850%       1999        2006          116.10           116.10
             Fixed Rate                    12.600%       1999        2006            1.20             1.20
             Fixed Rate                    14.000%       1999        2006          500.00           500.00
             Fixed Rate                    13.500%       1999        2006          158.00           158.00
             Fixed Rate                    15.000%       1999        2006          200.00           200.00
             Fixed Rate                    14.625%       1999        2006          200.00           200.00
             Fixed Rate                   13.1625%       1999        2006            2.30             2.30
             Fixed Rate                    13.050%       1999        2006            8.00             8.00
             Fixed Rate                    14.500%       2000        2007          200.00           200.00
             Fixed Rate                    13.050%       2000        2007            7.00             7.00
             Fixed Rate                    14.250%       2000        2007          200.00           200.00
             Fixed Rate                    12.825%       2000        2007           15.00            15.00
             Fixed Rate                    14.000%       2000        2007          200.00           200.00
             Fixed Rate                    13.375%       2000        2007          500.00           500.00
             Fixed Rate                    13.875%       2000        2007          500.00           500.00
             Fixed Rate                    13.500%       2000        2007          300.00           300.00
             Fixed Rate                    14.500%       2000        2007          200.00           200.00
             Fixed Rate                    17.250%       2000        2007          200.00           200.00
             Fixed Rate                    15.525%       2000        2007           75.10            75.10
             Fixed Rate                   14.4000%       2001        2008          435.30           435.30
             Fixed Rate                    16.000%       2001        2008        1,209.50         1,209.50
             Fixed Rate                    15.625%       2001        2008          823.10           823.10
             Fixed Rate                   14.0625%       2001        2008        1,121.60         1,121.60
             Fixed Rate                    12.150%       2001        2004          142.30           142.30
             Fixed Rate                    13.500%       2001        2004          900.00           900.00
             Fixed Rate                    12.150%       2001        2004          137.80           137.80
             Fixed Rate                    15.000%       2001        2006          200.00           200.00
             Fixed Rate                    13.500%       2001        2006          911.80           911.80
             Fixed Rate                    12.600%       2002        2006          149.30           149.30
             Fixed Rate                    14.000%       2002        2006          500.00           500.00
             Fixed Rate                   10.6875%       2003        2010        1,592.40         1,592.40
         10 YR FXTB                                                            128,342.45       128,342.45
                                                                               ----------     ------------
             ADAPS                                                              78,646.00        78,646.00
                                                                               ----------     ------------
</Table>

                                       T-27

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    16.000%       1996        2006        2,000.00         2,000.00
             Fixed Rate                    14.125%       1997        2007        5,000.00         5,000.00
             Fixed Rate                    13.875%       1997        2007        3,500.00         3,500.00
             Fixed Rate                    22.875%       1997        2007        1,759.00         1,759.00
             Fixed Rate                    19.000%       1998        2008        2,000.00         2,000.00
             Fixed Rate                    20.000%       1998        2008          446.00           446.00
             Fixed Rate                    18.000%       1998        2008        3,000.00         3,000.00
             Fixed Rate                    16.500%       1999        2009        3,000.00         3,000.00
             Fixed Rate                    14.625%       1999        2009        1,550.00         1,550.00
             Fixed Rate                    15.000%       1999        2009        1,578.00         1,578.00
             Fixed Rate                    15.500%       1999        2009        2,000.00         2,000.00
             Fixed Rate                    15.125%       1999        2009        2,000.00         2,000.00
             Fixed Rate                    15.000%       1999        2009        2,000.00         2,000.00
             Fixed Rate                    14.875%       1999        2009        2,000.00         2,000.00
             Fixed Rate                    14.750%       2000        2010        3,000.00         3,000.00
             Fixed Rate                    14.625%       2000        2010        3,000.00         3,000.00
             Fixed Rate                    13.875%       2000        2010        3,000.00         3,000.00
             Fixed Rate                    13.875%       2000        2010        2,563.00         2,563.00
             Fixed Rate                    14.250%       2000        2010        1,430.00         1,430.00
             Fixed Rate                    14.125%       2000        2010        3,000.00         3,000.00
             Fixed Rate                    14.500%       2000        2010        2,918.00         2,918.00
             Fixed Rate                    14.625%       2000        2010        1,825.00         1,825.00
             Fixed Rate                    14.625%       2000        2010        3,000.00         3,000.00
             Fixed Rate                    17.500%       2000        2010        1,750.00         1,750.00
             Fixed Rate                    17.500%       2001        2011        2,195.00         2,195.00
             Fixed Rate                    16.500%       2001        2011        2,893.00         2,893.00
             Fixed Rate                    13.000%       2002        2012        3,000.00         3,000.00
             Fixed Rate                    13.000%       2002        2012        2,000.00         2,000.00
             Fixed Rate                    12.125%       2002        2012        2,000.00         2,000.00
             Fixed Rate                    12.750%       2003        2013        1,689.00         1,689.00
             Fixed Rate                    11.750%       2003        2013        4,550.00         4,550.00
             Fixed Rate                    11.000%       2003        2013        3,000.00         3,000.00
             TAP                                                                18,390.00        18,390.00
                                                                               ----------     ------------
             Fixed Rate                    16.000%       1996        2006          500.00           500.00
             Fixed Rate                    21.000%       1997        2007           40.00            40.00
             Fixed Rate                    19.000%       1998        2008        3,800.00         3,800.00
             Fixed Rate                    17.800%       1998        2008        1,000.00         1,000.00
             Fixed Rate                    18.000%       1998        2008        1,100.00         1,100.00
             Fixed Rate                    16.500%       1999        2009        2,150.00         2,150.00
             Fixed Rate                    14.625%       1999        2009          400.00           400.00
             Fixed Rate                    15.500%       1999        2009        1,650.00         1,650.00
             Fixed Rate                    15.000%       1999        2009          600.00           600.00
             Fixed Rate                    14.750%       2000        2010          500.00           500.00
             Fixed Rate                    14.625%       2000        2010        1,450.00         1,450.00
             Fixed Rate                    17.500%       2000        2010        1,200.00         1,200.00
             Fixed Rate                    17.500%       2001        2011        1,000.00         1,000.00
             Fixed Rate                    13.000%       2002        2012        3,000.00         3,000.00
             GOCCS                                                              16,245.45        17,245.45
                                                                               ----------     ------------
             Fixed Rate                    16.000%       1996        2006        1,792.64         1,792.64
             Fixed Rate                    14.400%       1996        2006            0.00         1,000.00
             Fixed Rate                    12.840%       1997        2007            4.71             4.71
             Fixed Rate                    14.125%       1997        2007           30.20            30.20
             Fixed Rate                    22.875%       1997        2007        1,784.80         1,784.80
             Fixed Rate                    20.000%       1998        2008          163.00           163.00
             Fixed Rate                    18.000%       1998        2008        1,387.50         1,387.50
</Table>

                                       T-28

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    16.500%       1999        2009          183.10           183.10
             Fixed Rate                    15.500%       1999        2009          189.80           189.80
             Fixed Rate                    15.125%       1999        2009        3,302.50         3,302.50
             Fixed Rate                    15.000%       1999        2009        4,909.10         4,909.10
             Fixed Rate                    14.875%       1999        2009          162.70           162.70
             Fixed Rate                    14.750%       2000        2010          756.10           756.10
             Fixed Rate                    14.625%       2000        2010          231.40           231.40
             Fixed Rate                    13.875%       2000        2010          181.50           181.50
             Fixed Rate                    13.875%       2000        2010           94.20            94.20
             Fixed Rate                    14.250%       2000        2010            4.90             4.90
             Fixed Rate                    14.125%       2000        2010          355.50           355.50
             Fixed Rate                    14.500%       2000        2010           48.10            48.10
             Fixed Rate                    14.625%       2000        2010            5.50             5.50
             Fixed Rate                    14.625%       2000        2010          197.40           197.40
             Fixed Rate                    17.500%       2000        2010            1.10             1.10
             Fixed Rate                    17.500%       2001        2011           45.30            45.30
             Fixed Rate                    16.500%       2001        2011          301.70           301.70
             Fixed Rate                    13.000%       2002        2012           31.00            31.00
             Fixed Rate                    12.750%       2003        2013           26.10            26.10
             Fixed Rate                    11.750%       2003        2013            5.30             5.30
             Fixed Rate                    11.000%       2003        2013           50.30            50.30
             TEIS                                                               15,061.00        14,061.00
                                                                               ----------     ------------
             Fixed Rate                   14.4000%       1996        2006        5,801.50         4,801.50
             Fixed Rate                   20.5875%       1997        2007        3,900.00         3,900.00
             Fixed Rate                   18.0000%       1998        2008          200.00           200.00
             Fixed Rate                    16.200%       1998        2008           58.50            58.50
             Fixed Rate                    16.500%       1999        2009          500.00           500.00
             Fixed Rate                    15.000%       1998        2008          100.00           100.00
             Fixed Rate                    15.500%       1998        2008          100.00           100.00
             Fixed Rate                    15.000%       1998        2008          200.00           200.00
             Fixed Rate                    14.625%       2000        2010          200.00           200.00
             Fixed Rate                    14.250%       2000        2010          200.00           200.00
             Fixed Rate                    14.125%       2000        2010          200.00           200.00
             Fixed Rate                    14.625%       2000        2010          200.00           200.00
             Fixed Rate                    17.500%       2000        2010          200.00           200.00
             Fixed Rate                    17.500%       2001        2011          744.70           744.70
             Fixed Rate                    15.750%       2001        2011            4.50             4.50
             Fixed Rate                    16.500%       2001        2011          700.00           700.00
             Fixed Rate                    14.800%       2001        2011          300.40           300.40
             Fixed Rate                    11.700%       2002        2012          181.70           181.70
             Fixed Rate                    11.700%       2002        2012           17.40            17.40
             Fixed Rate                    12.750%       2003        2013          500.00           500.00
             Fixed Rate                    11.475%       2003        2013          564.40           564.40
             Fixed Rate                    10.575%       2003        2013          177.60           177.60
             Fixed Rate                    09.900%       2003        2013           10.30            10.30
         20 YR FXTB                                                             36,254.01        36,254.01
                                                                               ----------     ------------
             ADAPS                                                              21,472.00        21,472.00
                                                                               ----------     ------------
             Fixed Rate                    14.375%       1997        2017        2,000.00         2,000.00
             Fixed Rate                    15.000%       2002        2022        4,000.00         4,000.00
             Fixed Rate                    12.750%       2002        2022        1,000.00         1,000.00
             Fixed Rate                    13.000%       2003        2023        4,500.00         4,500.00
             Fixed Rate                    11.875%       2003        2023        6,972.00         6,972.00
             Fixed Rate                    11.375%       2003        2023        3,000.00         3,000.00
             TAP                                                                 6,374.90         6,374.90
                                                                               ----------     ------------
</Table>

                                       T-29

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)

<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             Fixed Rate                    14.375%       1997        2017        3,804.90         3,804.90
             Fixed Rate                    13.000%       2003        2023        1,900.00         1,900.00
             Fixed Rate                    11.375%       2003        2023          670.00           670.00
             GOCCS                                                               7,185.11         7,185.11
                                                                               ----------     ------------
             Fixed Rate                    14.375%       1997        2017        4,020.10         4,020.10
             Fixed Rate                    12.840%       1998        2018            9.97             9.97
             Fixed Rate                    12.840%       1998        2018            0.48             0.48
             Fixed Rate                    12.840%       1999        2019            4.97             4.97
             Fixed Rate                    12.840%       1999        2019            0.48             0.48
             Fixed Rate                    12.840%       1999        2019            0.05             0.05
             Fixed Rate                    12.840%       1999        2019            1.02             1.02
             Fixed Rate                    12.840%       2000        2020            2.20             2.20
             Fixed Rate                    12.840%       2001        2021            2.42             2.42
             Fixed Rate                    12.840%       2002        2022            2.67             2.67
             Fixed Rate                    15.000%       2002        2022        3,116.10         3,116.10
             Fixed Rate                    12.840%       2003        2023            2.95             2.95
             Fixed Rate                    13.000%       2003        2023            5.40             5.40
             Fixed Rate                    11.875%       2003        2023           14.50            14.50
             Fixed Rate                    11.375%       2003        2023            1.80             1.80
             TEI                                                                 1,222.00         1,222.00
                                                                               ----------     ------------
             Fixed Rate                    13.500%       2002        2022           35.00            35.00
             Fixed Rate                    13.000%       2003        2023          900.00           900.00
             Fixed Rate                    11.700%       2003        2023          287.00           287.00
         25 YR FXTB                                                              8,202.10         8,202.10
                                                                               ----------     ------------
             ADAPS                                                               5,286.00         5,286.00
                                                                               ----------     ------------
             Fixed Rate                    18.250%       2000        2025        5,286.00         5,286.00
             TAP                                                                 2,320.00         2,320.00
                                                                               ----------     ------------
             Fixed Rate                    18.250%       2000        2025        2,320.00         2,320.00
             GOCCS                                                                  96.10            96.10
                                                                               ----------     ------------
             Fixed Rate                    18.250%       2000        2025           96.10            96.10
             TEIS                                                                  500.00           500.00
                                                                               ----------     ------------
             Fixed Rate                    18.250%       2000        2025          500.00           500.00
         RETAIL TREASURY BONDS                                                 206,784.59       206,784.59
                                                                               ----------     ------------
             3 YR RETAIL T/BONDS                                                91,494.73        91,494.73
                                                                               ----------     ------------
             Fixed Rate                    10.750%       2002        2005       23,259.75        23,259.75
             Fixed Rate                    09.500%       2003        2006       36,686.70        36,686.70
             Fixed Rate                    10.000%       2003        2006       31,548.29        31,548.29
             4 YR RETAIL T/BONDS                                                37,993.16        37,993.16
                                                                               ----------     ------------
             Fixed Rate                    14.250%       2001        2005       15,635.38        15,635.38
             Fixed Rate                    14.250%       2001        2005       22,357.78        22,357.78
             5 YR RETAIL T/BONDS                                                77,296.70        77,296.70
                                                                               ----------     ------------
             Fixed Rate                    12.375%       2002        2007       39,670.53        39,670.53
             Fixed Rate                    10.375%       2003        2008       37,626.18        37,626.18
         SMALL DENOMINATED T/BONDS                                              30,260.24        30,260.24
                                                                               ----------     ------------
             Fixed Rate                   13.6250%       1999        2004       30,260.24        30,260.24
         PROGRESS BONDS                                                          8,000.00         8,000.00
                                                                               ----------     ------------
             Fixed Rate                    13.875%       2000        2005        8,000.00         8,000.00
         10 YR SPECIAL PURPOSE T/BONDS FOR CARP                                  9,157.62         9,157.62
                                                                               ----------     ------------
             ADAPS                                                               5,988.00         5,988.00
                                                                               ----------     ------------
             Fixed Rate                    15.500%       2001        2011        3,173.00         3,173.00
             Fixed Rate                    14.000%       2002        2012        2,815.00         2,815.00
</Table>

                                       T-30

                DOMESTIC GOVERNMENT SECURITIES(1) -- (CONTINUED)
                            AS OF DECEMBER 31, 2003
                             (IN MILLIONS OF PESOS)


<Table>
<Caption>
                                        INTEREST                                               OUTSTANDING
                                          RATE           YEAR       YEAR OF     ORIGINAL          AS OF
INTEREST RATE BASIS                    (PER ANNUM)    CONTRACTED   MATURITY      AMOUNT     DECEMBER 31, 2003
- -------------------                   -------------   ----------   ---------   ----------   -----------------
                                                                             
             TAP                                                                 2,769.62         2,769.62
                                                                               ----------     ------------
             Fixed Rate                    15.500%       2001        2011        2,769.62         2,769.62
             TEIS                                                                  400.00           400.00
                                                                               ----------     ------------
             Fixed Rate                    15.500%       2001        2011          400.00           400.00
    E.  ZERO COUPON BOND                                                        40,645.90        40,645.90
                                                                               ----------     ------------
             7 Yr                                        2003        2010        5,645.90         5,645.90
          10 Yr Peace Bond                               2001        2011       35,000.00        35,000.00
    F.  FIXED RATE NOTES (US$/PHP CURRENCY SWAP)                                11,810.00        11,810.00
                                                                               ----------     ------------
             3 YR                                                                6,330.00         6,330.00
                                                                               ----------     ------------
             Fixed Rate                    14.000%       2001        2004        6,330.00         6,330.00
             5 YR                                                                5,480.00         5,480.00
                                                                               ----------     ------------
             Fixed Rate                    14.250%       2001        2006        5,480.00         5,480.00
    G.  US DOLLAR LINKED PHP PESO NOTES (DLPNS)(2)                              13,500.00        14,112.91
                                                                               ----------     ------------
             3 YR                                                               13,500.00        14,112.91
                                                                               ----------     ------------
             Fixed Rate                   10.4375%       2001        2004        3,500.00         3,735.28
             Fixed Rate                    7.5625%       2002        2005        5,000.00         5,174.57
             Fixed Rate                    7.3750%       2003        2006        5,000.00         5,203.06
    H.  FIXED RATE PROMISSORY NOTES                                             45,590.00        45,590.00
                                                                               ----------     ------------
             3 YR                                                                8,230.00         8,230.00
                                                                               ----------     ------------
             Fixed Rate                     8.125%       2002        2005        6,230.00         6,230.00
             Fixed Rate                    10.250%       2003        2006        2,000.00         2,000.00
             5 YR                                                               30,660.00        30,660.00
                                                                               ----------     ------------
             Fixed Rate                     9.625%       2002        2007        5,290.00         5,290.00
             Fixed Rate                    11.375%       2003        2008        3,750.00         3,750.00
             Fixed Rate                    10.125%       2003        2008        8,250.00         8,250.00
             Fixed Rate                     9.750%       2003        2008       13,370.00        13,370.00
             7 YR                                                                6,700.00         6,700.00
                                                                               ----------     ------------
             Fixed Rate                    10.250%       2003        2010        6,700.00         6,700.00
    I.   FIXED TERM DEPOSIT                Various       2002        2004          216.86           216.86
                                                                               ----------     ------------
II.  CONTINGENT OBLIGATIONS                                                     19,740.00        20,275.54
                                                                               ----------     ------------
    A.  LAND BANK BONDS                                                                             535.54
                                                                                              ------------
             Fixed Rate                     6.000%                                                  535.54
    B.  NDC AGRI-AGRA (ERAP BONDS)                                               7,000.00         7,000.00
                                                                               ----------     ------------
             Fixed Rate                     7.875%       1999        2004        5,000.00         5,000.00
             Fixed Rate                     6.875%       2002        2009        2,000.00         2,000.00
    C.  PAG-IBIG HOUSING BONDS                                                   4,000.00         4,000.00
                                                                               ----------     ------------
             Fixed Rate                     8.250%       2000        2005        4,000.00         4,000.00
    D.  HGC ZERO COUPON BOND                                                     7,000.00         7,000.00
                                                                               ----------     ------------
             ADAPS                                       2002        2007        5,000.00         5,000.00
             TAP                                         2002        2007        2,000.00         2,000.00
    E.  TXTER INVST. CERT. (LBPT)                                                1,740.00         1,740.00
                                                                               ----------     ------------
                                                         2003        2005        1,740.00         1,740.00
</Table>


- ---------------

(1) Excludes external securities of the Republic.

(2) Amounts in original currencies converted into US Dollars using Bangko
    Sentral reference rate prevailing on December 31, 2003.

                                       T-31


            DOMESTIC DEBT OF THE REPUBLIC (OTHER THAN SECURITIES)(1)
                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS

<Table>
<Caption>
                                                                                     ORIGINAL AMOUNT        OUTSTANDING BALANCE
                                                                                       CONTRACTED         AS OF 31 DECEMBER, 2003
                                                                                  ---------------------   -----------------------
                                    INTEREST                                         IN          IN          IN           IN
                                      RATE        YEAR        YEAR OF             ORIGINAL   PHILIPPINE   ORIGINAL    PHILIPPINE
       INTEREST RATE BASIS           SPREAD    CONTRACTED    MATURITY     CURR.    CURR.      PESO(2)       CURR.       PESO(2)
       -------------------          --------   ----------   -----------   -----   --------   ----------   ---------   -----------
                                                                                              
TOTAL                                                                                           2,297                   17,856
                                                                                               ------                   ------
    DIRECT LOANS                                                                                    0                   15,560
                                                                                               ------                   ------
      AGENCIES                                                                                      0      15,560       15,560
                                                                                                                        ------
        PHILIPPINE PESOS                                                                            0      15,560       15,560
          INTEREST FREE              0.0000%      1953                     PHP                                 79           79
          INTEREST FREE              0.0000%      1953                     PHP                                 48           48
          INTEREST FREE              0.0000%      1953                     PHP                                 29           29
          INTEREST FREE              0.0000%      1953                     PHP                              6,821        6,821
          INTEREST FREE              0.0000%      1945                     PHP                              6,599        6,599
          INTEREST FREE              0.0000%      1945                     PHP                              1,675        1,675
          INTEREST FREE              0.0000%      1945                     PHP                                 21           21
          INTEREST FREE              0.0000%      1960                     PHP                                177          177
          INTEREST FREE              0.0000%      1985                     PHP                                 67           67
          INTEREST FREE              0.0000%      1993                     PHP                                 29           29
          INTEREST FREE              0.0000%      1989                     PHP                                 15           15
    ASSUMED LOANS (REAL)                                                           2,297        2,297       2,297        2,297
                                                                                   -----       ------      ------       ------
        PHILIPPINE PESOS                                                           2,297        2,297       2,297        2,297
                                                                                   -----       ------      ------       ------
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP        63           63          63           63
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP       134          134         134          134
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP       120          120         120          120
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP        72           72          72           72
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP        50           50          50           50
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP       200          200         200          200
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         1            1           1            1
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP        66           66          66           66
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         3            3           3            3
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         3            3           3            3
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         4            4           4            4
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         8            8           8            8
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         1            1           1            1
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         1            1           1            1
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         9            9           9            9
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP        84           84          84           84
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         3            3           3            3
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         6            6           6            6
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         1            1           1            1
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP       261          261         261          261
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP       913          913         913          913
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP         6            6           6            6
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP        54           54          54           54
          INTEREST FREE              0.0000%      1986      Upon Demand    PHP       229          229         229          229
          91 DAY T-BILL              0.0000%      1986             2007    PHP         6            6           6            6
</Table>

- ---------------

(1) Excludes government securities and debt guaranteed by the Republic

(2) Amount in original currencies were converted to Pesos using reference rate
    prevailing on December 31, 2003

                                       T-32


      GUARANTEED DOMESTIC DEBT OF THE REPUBLIC (OTHER THAN SECURITIES)(1)
                            AS OF DECEMBER 31, 2003
                                  IN MILLIONS
<Table>
<Caption>
                                                                                            ORIGINAL AMOUNT
                                                                                              CONTRACTED
                                                                                         ---------------------
                                                   INTEREST                                 IN          IN
                                                     RATE        YEAR        YEAR OF     ORIGINAL   PHILIPPINE
                             INTEREST RATE BASIS    SPREAD    CONTRACTED    MATURITY      CURR.      PESO(2)
                             -------------------   --------   ----------   -----------   --------   ----------
                                                                                  
TOTAL                                                                                                 2,456
                                                                                                      -----
A. NATIONAL GOVERNMENT
    DIRECT GUARANTEE                                                                                  2,176
                                                                                                      -----
       US DOLLARS                 LIBOR 6 MOS       0.8125%      1986             2007      39        2,176
B. GFI GUARANTEE ASSUMED
    BY THE GOVERNMENT
    PER PROC. 50.                                                                          280          280
                                                                                                      -----
       PHILIPPINE PESOS
                                INTEREST FREE       0.0000%      1986      Upon Demand       7            7
                                INTEREST FREE       0.0000%      1986      Upon Demand      30           30
                                91 DAY T/BILL       0.0000%      1986             2007      12           12
                                92 DAY T/BILL       0.0000%      1986             2007      17           17
                                93 DAY T/BILL       0.0000%      1986             2007      35           35
                                94 DAY T/BILL       0.0000%      1986             2007       7            7
                                95 DAY T/BILL       0.0000%      1986             2007       6            6
                                96 DAY T/BILL       0.0000%      1986             2007       5            5
                                97 DAY T/BILL       0.0000%      1986             2007       3            3
                                98 DAY T/BILL       0.0000%      1986             2007       1            1
                                99 DAY T/BILL       0.0000%      1986             2007      18           18
                               100 DAY T/BILL       0.0000%      1986             2007      19           19
                               101 DAY T/BILL       0.0000%      1986             2007      32           32
                               102 DAY T/BILL       0.0000%      1986             2007      32           32
                               103 DAY T/BILL       0.0000%      1986             2007       8            8
                               104 DAY T/BILL       0.0000%      1986             2007      42           42
                               105 DAY T/BILL       0.0000%      1986             2007       4            4

<Caption>
                               OUTSTANDING BALANCE
                             AS OF DECEMBER 31, 2003
                             ------------------------
                                IN            IN
                             ORIGINAL     PHILIPPINE
                               CURR.        PESO(2)
                             ---------    -----------
                                    
TOTAL                                        2,359
                                             -----
A. NATIONAL GOVERNMENT
    DIRECT GUARANTEE             39          2,176
                                             -----
       US DOLLARS                39          2,176
B. GFI GUARANTEE ASSUMED
    BY THE GOVERNMENT
    PER PROC. 50.               183            183
                                ---          -----
       PHILIPPINE PESOS
                                  7              7
                                 30             30
                                 12             12
                                 17             17
                                 15             15
                                  7              7
                                  6              6
                                  5              5
                                  3              3
                                  1              1
                                  5              5
                                 19             19
                                  1              1
                                  5              5
                                  3              3
                                 42             42
                                  4              4
</Table>

- ---------------

(1) Excludes securities issued by GOCCs

(2) FX rate used: BSP reference rate prevailing on 31 December, 2003

                                       T-33


                       (REPUBLIC OF THE PHILIPPINES LOGO)


                                    PART II

(AS REQUIRED BY ITEMS (11), (13) AND (14) OF SCHEDULE B OF THE SECURITIES ACT OF
                                     1933.)

ITEM 11.  ESTIMATED EXPENSES

     It is estimated that the expenses in connection with the sale of the Debt
Securities hereunder, exclusive of compensation payable to underwriters and
agents, will be as follows:

<Table>
                                                            
  SEC Registration Fee......................................   $  228,442
  NASD Filing Fee...........................................       32,500
  Printing Costs............................................      250,000
  Legal Fees and Expenses...................................      350,000
  Fiscal Agent Fees and Expenses............................       20,000
  Blue Sky Fees and Expenses................................        2,000
  Miscellaneous.............................................      200,000
                                                               ----------
     Total..................................................   $1,082,942
                                                               ==========
</Table>

                                  UNDERTAKINGS

     The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

             (i) to include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;

             (ii) to reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereto) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement; and

             (iii) to include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;

          (2) that, for the purpose of determining any liability under the
     Securities Act of 1933, as amended (the "Act") each such post-effective
     amendment shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof; and

          (3) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

          (4) For purposes of determining any liability under the Act, the
     information omitted from the form of prospectus filed as part of this
     Registration Statement in reliance upon Rule 430A and contained in a form
     of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
     497(h) under the Act shall be deemed to be part of this Registration
     Statement as of the time it was declared effective.

                                       II-1


                                    CONTENTS

<Table>
     
This Registration Statement consists of:
(1)   Facing sheet.
(2)   Part I consisting of the Prospectus.
(3)   Part II consisting of pages numbered II-1 through II-5.
(4)   The following exhibits:
      A.   Fiscal Agency Agreement.*
      B.   Form of Debt Securities (attached to the form of Fiscal
           Agency Agreement under A above).*
      C.   Form of Warrant Agreement.**
      D.   Form of Underwriting Agreement.*
      E.   Opinion of the Secretary of the Department of Justice, the
           Republic of the Philippines as to the legality of the Debt
           Securities.***
      F.   Opinion of Allen & Overy, US counsel to the Republic of the
           Philippines, as to the legality of the Debt Securities.***
      G.   Consent of the Secretary of the Department of Justice of the
           Republic of the Philippines (included in Exhibit (E)).***
      H.   Consent of Allen & Overy (included in Exhibit (F)).***
      I.   Consent of Hon. Mina Figueroa, National Treasurer, Republic
           of the Philippines, (included on signature page).
      J.   Form of Supplement No. 1 to the Fiscal Agency Agreement
           (including form of Debt Securities)****
</Table>

- ---------------

   *  Incorporated by reference to Registration Statement No. 333-10960.

  **  To be filed concurrently with the applicable prospectus supplement in a
      post-effective amendment to this Registration Statement relating to a
      particular issue of debt securities or warrants.


 ***  Filed herewith.


****  Incorporated by reference to Registration Statement No. 333-108310.

                                       II-2


                  SIGNATURE OF THE REPUBLIC OF THE PHILIPPINES


     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Republic of the Philippines has duly caused this Registration Statement or
amendment thereto to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Manila, Republic of the Philippines on the 15th day
of April, 2004.


                                          REPUBLIC OF THE PHILIPPINES

                                          By        /s/ MINA FIGUEROA
                                            ------------------------------------
                                            Mina Figueroa*
                                            National Treasurer

- ---------------

    * Consent is hereby given to use of her name in connection with the
information specified in this Registration Statement or amendment thereto to
have been supplied by her and stated on her authority.

                                       II-3


                     SIGNATURE OF AUTHORIZED REPRESENTATIVE
                       OF THE REPUBLIC OF THE PHILIPPINES


     Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly
authorized representative of the Republic of the Philippines in the United
States, has signed this Registration Statement or amendment thereto in The City
of New York, New York on the 15th day of April, 2004.


                                          By:     /s/ CECILIA B. REBONG
                                            ------------------------------------
                                              Name: Cecilia B. Rebong
                                              Title: Consul General

                                       II-4


                                 EXHIBIT INDEX


<Table>
<Caption>
EXHIBIT                           DESCRIPTION                            PAGE NO.
- -------                           -----------                            --------
                                                                   
  A.      Fiscal Agency Agreement.*
  B.      Form of Debt Securities (attached to the form of Fiscal
          Agency Agreement under A above).*
  C.      Form of Warrant Agreement.**
  D.      Form of Underwriting Agreement.*
  E.      Opinion of the Secretary of the Department of Justice, the
          Republic of the Philippines as to the legality of the Debt
          Securities.***
  F.      Opinion of Allen & Overy, US counsel to the Republic of the
          Philippines, as to the legality of the Debt Securities.***
  G.      Consent of the Secretary of the Department of Justice of the
          Republic of the Philippines (included in Exhibit (E)).***
  H.      Consent of Allen & Overy (included in Exhibit (F)).***
  I.      Consent of Hon. Mina Figueroa, National Treasurer, Republic
          of the Philippines, (included on signature page).
  J.      Form of Supplement No. 1 to the Fiscal Agency Agreement
          (including form of Debt Securities)****
</Table>


- ---------------

   *  Incorporated by reference to Registration Statement No. 333-10960.

  **  To be filed concurrently with the applicable prospectus supplement in a
      post-effective amendment to this Registration Statement relating to a
      particular issue of debt securities or warrants.


 ***  Filed herewith.


****  Incorporated by reference to Registration Statement No. 333-108310.

                                       II-5