OFFERING CIRCULAR U.S.$200,000,000 Odebrecht Overseas Limited (Organized in the Commonwealth of The Bahamas) 9.625% Perpetual Notes Unconditionally Guaranteed by Construtora Norberto Odebrecht S.A. (Incorporated in the Federative Republic of Brazil) ______________ Odebrecht Overseas Limited, or OOL, is offering U.S.$200,000,000 aggregate principal amount of its 9.625 % perpetual notes. Interest on the notes will accrue at a rate of 9.625% per year. OOL will pay interest on the notes quarterly in arrears on March 22, June 22, September 22 and December 22 of each year, commencing on December 22, 2005. The notes will be unconditionally guaranteed by Construtora Norberto Odebrecht S.A., or CNO. OOL is an indirect wholly-owned subsidiary of CNO. The notes will be perpetual notes with no fixed final maturity date and will be repaid only in the event that OOL redeems the notes or upon acceleration due to an event of default, as described under “Description of the Notes.” The notes may, at the option of OOL, be redeemed, in whole but not in part, at 100% of their principal amount plus accrued interest and additional amounts, if any, on any interest payment date on or after September 22, 2010 or at any time upon the occurrence of specified events relating to Brazilian or Bahamian tax law, as set forth in this offering circular. The notes will be senior unsecured obligations of OOL ranking equal in right of payment with all of its other existing and future senior unsecured debt. The guarantee will be a senior unsecured obligation of CNO and subordinated to secured debt of CNO to the extent of such security. This offering circular comprises a prospectus, in relation to the admission to trading on the regulated market of the Luxembourg Stock Exchange only, as referred to in Directive 2003/71/EC of the European Parliament, the Council of 4 November 2003 (the “Prospectus Directive”) and the Law on Prospectuses for Securities of July 10, 2005. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Prospectus Directive, for the prospectus to be approved. Application has been made to the Luxembourg Stock Exchange for the notes to be admitted to listing on the Official List, and to be admitted to trading on the market of the Luxembourg Stock Exchange appearing on the list of regulated markets issued by the European Commission. Investing in the notes involves risks. See “Risk Factors” beginning on page 9. Price: 100% plus accrued interest, if any, from September 22, 2005 Delivery of the notes in book-entry form through a common depositary for Clearstream Banking, S.A. Luxembourg and Euroclear Bank S.A./N.V., as operator of the Euroclear System, will be made on or about September 22, 2005. The notes have not been registered under the U.S. Securities Act of 1933, as amended, or Securities Act. The notes may not be offered or sold within the United States or to U.S. persons, except to certain non-U.S. persons in offshore transactions in reliance on Regulation S. See “Transfer Restrictions.” Credit Suisse First Boston Deutsche Bank The date of this offering circular is October 26, 2005 ______________ TABLE OF CONTENTS Page Page PRESENTATION OF FINANCIAL AND OTHER RELATED PARTY TRANSACTIONS..................... 67 INFORMATION ............................................... iii DESCRIPTION OF THE NOTES ............................ 68 FORWARD-LOOKING STATEMENTS .....................v TAXATION ........................................................ 89 SUMMARY ...........................................................1 ENFORCEMENT OF CIVIL LIABILITIES............... 92 RISK FACTORS.....................................................9 PLAN OF DISTRIBUTION.................................... 94 USE OF PROCEEDS .............................................18 TRANSFER RESTRICTIONS................................. 98 EXCHANGE RATES ............................................19 INDEPENDENT ACCOUNTANTS.........................100 CAPITALIZATION ...............................................21 LISTING AND GENERAL INFORMATION ............101 SELECTED FINANCIAL AND OTHER INDEX TO FINANCIAL STATEMENTS.................F-1 INFORMATION ...............................................22 ANNEX A―“UNAUDITED SUMMARY OF MANAGEMENT’S DISCUSSION AND SIGNIFICANT DIFFERENCES BETWEEN ANALYSIS OF FINANCIAL CONDITION BRAZILIAN GAAP AND U.S. GAAP”......... A-1 AND RESULTS OF OPERATION .......................27 ANNEX B ― SUMMARY OF CERTAIN BUSINESS ..........................................................44 SIGNIFICANT DIFFERENCES BETWEEN THE ISSUER .......................................................61 BRAZILIAN AND INTERNATIONAL MANAGEMENT ..................................................62 AUDITING STANDARDS ................................B-1 PRINCIPAL SHAREHOLDERS...............................65 ______________ You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with different information. This offering circular may only be used where it is legal to sell these notes. You should not assume that the information contained in this offering circular is accurate as of any date other than the date on the front of this offering circular. Unless otherwise indicated or the context otherwise requires, all references in this offering circular to “Construtora Norberto Odebrecht S.A.,” “CNO,” “our company,” “we,” “our,” “ours,” “us” or similar terms refer to Construtora Norberto Odebrecht S.A. and its consolidated subsidiaries (including, without limitation, OOL), and all references to “Odebrecht Overseas Limited,” “the Issuer” or “OOL” refer to Odebrecht Overseas Limited. By purchasing notes, you will be deemed to have made the acknowledgments, representations, warranties and agreements under “Transfer Restrictions” in this offering circular. You should understand that you will be required to bear the financial risks of your investment for an indefinite period of time. We have submitted this offering circular confidentially to a limited number of investors so that they can consider a purchase of the notes. We have not authorized its use for any other purpose. This offering circular may not be copied or reproduced in whole or in part. It may be distributed and its contents disclosed only to the prospective investors to whom it is provided. By accepting delivery of this offering circular, you agree to these restrictions. We and OOL accept responsibility for this offering circular. Having taken all reasonable care to ensure that such is the case, we and OOL confirm that, to the best of our knowledge, the information contained in this offering circular is in accordance with the facts and does not omit anything likely to affect its import. This offering circular summarizes certain documents and other information and we refer you to them for a more complete understanding of what we discuss in this offering circular. In making an investment i decision, you must rely on your own examination of our company and the terms of the offering and the notes, including the merits and risks involved. Credit Suisse First Boston (Europe) Limited and Deutsche Bank AG, London Branch, or the initial purchasers, make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this offering circular. Nothing contained in this offering circular is, or shall be relied upon as, a promise or representation by the initial purchaser as to the past or future. We and OOL are not making any representation to any purchaser of the notes regarding the legality of an investment in the notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any information in this offering circular to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes. In connection with the issue of the notes, Credit Suisse First Boston (Europe) Limited, or the Stablizing Manager, (or persons acting on behalf of any Stabilizing Manager) may over-allot notes (provided that the aggregate principal amount of notes allotted does not exceed 105.0% of the aggregate principal amount of the notes) or effect transactions with a view to supporting the market price of the notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the closing date and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of the allotment of the notes. ii PRESENTATION OF FINANCIAL AND OTHER INFORMATION All references herein to the “real,” “reais” or “R$” are to the Brazilian real, the official currency of Brazil. All references to “U.S. dollars,” “dollars” or “U.S.$” are to U.S. dollars. On September 5, 2005, the exchange rate for reais into U.S. dollars was R$2.330 to U.S.$1.00, based on the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank. The selling rate was R$2.3504 to U.S.$1.00 at June 30, 2005 and the commercial selling rate, as reported by the Central Bank, was R$2.654 to U.S.$1.00 at December 31, 2004, R$3.1075 to U.S.$1.00 at