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Offering Circular Dated November 4Th, 2003

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Offering Circular Dated November 4Th, 2003 ∆ OFFERING CIRCULAR REPSOL INTERNATIONAL FINANCE B.V. (A private company with limited liability incorporated under the laws of the Netherlands and having its statutory seat in Rotterdam) EURO 5,000,000,000 Guaranteed Euro Medium Term Note Programme Guaranteed by REPSOL YPF, S.A. (A sociedad anónima organised under the laws of the Kingdom of Spain) On October 5, 2001, Repsol International Finance B.V. and Repsol YPF, S.A. (both as defined below) entered into a euro 5,000,000,000 Guaranteed Euro Medium Term Note Programme. A further Offering Circular describing the Programme was issued on October 21, 2002. With effect from the date hereof, the Programme has been updated and this Offering Circular supersedes any previous Offering Circular issued in respect of the Programme. Any Notes to be issued after the date hereof under the Programme are issued subject to the provisions set out herein, save that Notes which are to be consolidated and form a single series with Notes issued prior to the date hereof will be issued subject to the Conditions of the Notes applicable on the date of Issue for the first tranche of Notes of such series. Subject as aforesaid, this does not affect any Notes issued prior to the date hereof. Under the Guaranteed Euro Medium Term Note Programme described in this Offering Circular (the ‘‘Programme’’), Repsol International Finance B.V. (the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Guaranteed Euro Medium Term Notes guaranteed by Repsol YPF, S.A. (the ‘‘Guarantor’’) (the ‘‘Notes’’). The aggregate nominal amount of Notes outstanding will not at any time exceed euro 5,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. Application has been made to list the Notes issued under the Programme on the Luxembourg Stock Exchange and application may be made to list the Notes on the Mercado Aiaf de Renta Fija. In relation to Notes listed on the Luxembourg Stock Exchange, this Offering Circular is valid for a period of one year from the date hereof. Unlisted Notes and Notes to be listed on other or additional stock exchanges may also be issued pursuant to the Programme. The relevant Pricing Supplement (as defined on page 5 in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock Exchange (or any other stock exchange). Notes will not be issued in the United States or to U.S. persons or for the account or benefit of a U.S. person (as such term is defined in Regulation S of the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’)) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Each Series (as defined on page 5) of Notes will be represented on issue by a temporary global note in bearer form (each a ‘‘temporary Global Note’’) or a permanent global note in bearer form (each a ‘‘permanent Global Note’’). Global Notes may (or in the case of Notes listed on the Luxembourg Stock Exchange will) be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’) and Clearstream Banking, société anonyme (‘‘Clearstream, Luxembourg’’). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in ‘‘Summary of Provisions Relating to the Notes while in Global Form’’. The Programme has been rated by Moody’s Investors Service Limited, by Standard & Poor’s Rating Services, a division of the McGraw- Hill Companies Inc. and by Fitch Ratings Ltd. Tranches of Notes (as defined in ‘‘Summary of the Programme’’) issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger Merrill Lynch International Dealers Banco Bilbao Vizcaya Argentaria, S.A. Barclays Capital BNP PARIBAS Citigroup Goldman Sachs International InverCaixa Valores, S.V.B., S.A. Merrill Lynch International Santander Central Hispano Dated: November∆4, 2003 Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Offering Circular. To the best of the knowledge and belief of each of the Issuer and the Guarantor (each having take all reasonable care to ensure that such is the case), the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. In this Offering Circular, Repsol YPF refers to Repsol YPF, S.A. and its consolidated subsidiaries, unless otherwise specified. No person has been authorised to give any information or to make any representation other than those contained in this Offering Circular in connection with the issue or sale of the Notes and, if give or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor or any of the Dealers or the Arranger (as defined in ‘‘Summary of the Programme’’). Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Guarantor since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date of which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Offering Circular and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular or any Pricing Supplement comes are required by the Issuer, the Guarantor, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the Securities Act and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution of this Offering Circular, see ‘‘Subscription and Sale’’. This Offering Circular does not constitute a recommendation, an offer of, or an invitation by or on behalf of the Issuer, the Guarantor or the Dealers to subscribe for, or purchase, any Notes and is not intended to provide the basis of any credit or other evaluation. The Dealers and the Arranger have not separately verified the information contained in this Offering Circular. None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Offering Circular. Neither this Offering Circular or any other financial statements are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Issuer, the Guarantor, the Dealers or the Arranger that any recipient of this Offering Circular or any other financial statements should purchase the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained in this Offering Circular and its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of the Issuer or the Guarantor during the life of the arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the Arranger. In connection with any Tranche (as defined in ‘‘Summary of the Programme’’), one of the Dealers will act as a stabilising agent (the ‘‘Stabilising Agent’’). The identity of the Stabilising Agent will be disclosed in the relevant Pricing Supplement. References in the next paragraph to ‘‘the issue of any Tranche’’ are to each Tranche in relation to which a Stabilising Agent is appointed. In connection with the issue of any Tranche, the Stabilising Agent or any person acting for it may over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period. However, there may be no obligation on the Stabilising Agent or any person acting for it to do this. Such stabilising, if commenced, shall be in compliance with all applicable laws, regulations and rules and may be discontinued at any time and must be brought to an end after a limited period. In this Offering Circular, unless otherwise specified or the context otherwise requires, references to ‘‘Ps.’’ are to the lawful currency of Argentina, references to ‘‘U.S.$’’and ‘‘U.S. dollars’’ are to the currency of the United States 2 of America and references to ‘‘A”, ‘‘euro’’ and ‘‘cents’’ are to the lawful currency/units of currency of the member states of the European Union that adopt the Single Currency in accordance with the Treaty establishing the European Community, as amended, including as amended by the Treaty on European Union.
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