BASE PROSPECTUS REPSOL INTERNATIONAL FINANCE B.V. (A private company with limited liability incorporated under the laws of The Netherlands and having its statutory seat in The Hague) EURO 10,000,000,000 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 5 October 2001, Repsol International Finance B.V. and Repsol YPF, S.A. entered into a euro 5,000,000,000 Guaranteed Euro Medium Term Note Programme (the Programme) and issued an Offering Circular in respect thereof. Further Offering Circulars describing the Programme were issued on 21 October 2002, 4 November 2003, 10 November 2004, 2 February 2007, 28 October 2008 and 23 October 2009. With effect from the date hereof, the Programme has been updated and this Base Prospectus supersedes any previous Offering Circular issued in respect of the Programme. Any Notes (as defined below) to be issued on or 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 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 10,000,000,000 (or the equivalent in other currencies), subject to increase as provided herein. Application has been made to the Commission de Surveillance du Secteur Financier (CSSF), in its capacity as the competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the Luxembourg Act), for the approval of this Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the Prospectus Directive). Application has also been made to the Luxembourg Stock Exchange for the Notes issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange’s regulated market (which is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC) and to be listed on the official list of the Luxembourg Stock Exchange. Application may also be made to list such Notes on the AIAF Mercado de Renta Fija. Unlisted Notes and Notes to be listed and admitted to trading on other or additional regulated markets may also be issued pursuant to the Programme. According to the Luxembourg Act, the CSSF is not competent for approving prospectuses for the listing of money market instruments having a maturity at issue of less than 12 months and complying with the definition of securities. The relevant Final Terms (as defined in “General Description of the Programme” below) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the official list of the Luxembourg Stock Exchange (or any other regulated market) and admitted to trading on the regulated market thereof (or any such other regulated market). For the purposes of the Transparency Directive 2004/109/EC, the Issuer has selected Luxembourg as its ‘home member state’. The ‘home member state’ of the Guarantor for such purposes is Spain. Notes will not be issued in the United States of America (the United States or U.S.) 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 in “General Description of the Programme” below) 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 and together with the Temporary Global Note, the Global Notes). If the Global Notes are stated in the applicable Final Terms to be issued in new global note (NGN) form, they are intended to be eligible collateral for Eurosystem monetary policy and will be delivered on or prior to the original issue date of the Tranche (as defined in ‘‘General Description of the Programme’’ below) to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking SA (Clearstream, Luxembourg). Global Notes that are not issued in NGN form (Classic Global Notes or CGNs) may (or, in the case of Notes listed on the official list of the Luxembourg Stock Exchange, will) be deposited on the issue date of the Tranche to a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the Common Depositary). 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” below. 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 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 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. Prospective investors should have regard to the factors described under the section headed “Risk Factors” on pages 15 to 27 in this Base Prospectus. ___________________________________ Arranger Bank of America Merrill Lynch Dealers Banco Bilbao Vizcaya Argentaria, S.A. Bank of America Merrill Lynch Barclays Capital BNP PARIBAS Caixa d’Estalvis i Pensions de Barcelona Caja Madrid Citi Crédit Agricole CIB Deutsche Bank Goldman Sachs International ING Commerical Banking J.P. Morgan Santander Global Banking & Markets The Royal Bank of Scotland Société Générale Corporate and Investment Banking UBS Investment Bank The date of this Base Prospectus is 25 October 2010. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of each of the Issuer and the Guarantor (each having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and contains no omissions likely to affect its import. In this Base Prospectus, Repsol YPF, the Repsol YPF Group, the Group and the Company refers to Repsol YPF, S.A. together with its consolidated subsidiaries, unless otherwise specified or the context otherwise requires, and the Guarantor refers to Repsol YPF, S.A. only. This Base Prospectus is to be read in conjunction with all the documents that are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below). No person has been authorised to give any information or to make any representation other than those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given 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 (each as defined in “General Description of the Programme”). Neither the delivery of this Base Prospectus 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, the Guarantor or Repsol YPF since the date hereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer, the Guarantor or Repsol YPF since the date hereof or the date upon which this Base Prospectus 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 on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms 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 the distribution of this Base Prospectus, see “Subscription and Sale” below. This Base Prospectus may only be used for the purposes for which it has been published. To the fullest extent permitted by law, none of the Dealers, the Arranger or the Trustee accept any responsibility for the contents of this Prospectus or for any other statement, made or purported to be made by the Arranger, the Trustee or a Dealer or on its behalf in connection with the Issuer, the Guarantor, or the issue and offering of the Notes.