LISTING MEMORANDUM Bolivarian Republic of Venezuela U.S.$2,000,000,000 9.00% Bonds due 2023 (the “Bonds due 2023”) U.S.$2,000,000,000 9.25% Bonds due 2028 (the “Bonds due 2028”) ____________ The Bonds due 2023 will bear interest at the rate of 9.00% per annum, accruing from May 7, 2008 and will pay interest on May 7 and November 7 of each year, commencing November 7, 2008. The Bonds due 2023 will mature on May 7, 2023. The Bonds due 2028 will bear interest at the rate of 9.25% per annum, accruing from May 7, 2008 and will pay interest on May 7 and November 7 of each year, commencing November 7, 2008. The Bonds due 2028 will mature on May 7, 2028. Neither the Bonds due 2023 nor the Bonds due 2028 (each of the Bonds due 2023 and the Bonds due 2028 being referred to herein as a “Series” of Bonds and collectively as the “Bonds”) are redeemable prior to maturity or are entitled to the benefit of any sinking fund. The Bonds are direct, unconditional and unsecured obligations of the Bolivarian Republic of Venezuela (the “Republic” or “Venezuela”). Venezuela has applied to list the Bonds on the Official List of the Luxembourg Stock Exchange (the “Exchange”) and to trade the Bonds on the Euro MTF market of the Exchange. This Listing Memorandum constitutes a prospectus for the purposes of the Luxembourg law dated July 10, 2005 on Prospectuses for Securities. The Bonds are designated Collective Action Securities and, as such, contain provisions regarding future modifications to their terms that differ from those applicable to a substantial portion of Venezuela’s outstanding public issues of capital market indebtedness. Under these provisions, which are described in the section entitled “Description of the Bonds—Meetings and Amendments” in this Listing Memorandum, Venezuela may amend the payment provisions and certain other terms of the Bonds with the consent of the holders of 75% of the aggregate principal amount outstanding of the Bonds. The provisions relating to events of default in the Bonds differ from those contained in the substantial majority of its other outstanding public issues of Venezuela’s capital market indebtedness in that the Bonds do not contain an event of default provision that would be triggered if Venezuela were to cease at a future date to maintain its membership in the International Monetary Fund (“IMF”) or to cease to be eligible to use the general resources of the IMF. Issue Price: Bonds due 2023: 115% Bonds due 2028: 115% in each case, plus accrued interest, if any, from May 7, 2008 Delivery of the Bonds is expected to be made on May 7, 2008 through the book-entry facilities of The Depositary Trust Company (“DTC”) and its direct and indirect participants including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). See “Risk Factors” beginning on page 5 to read about certain risks you should consider before investing in the Bonds. You should read this Listing Memorandum carefully before you invest. The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States and are subject to United States tax law requirements. The Bonds are being offered outside the United States in accordance with Regulation S under the Securities Act (“Regulation S”) and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S except to persons in offshore transactions in reliance on Regulation S. This Listing Memorandum has been prepared by the Republic solely for use in connection with the offer and sale of the Bonds outside the United States pursuant to Regulation S. Deutsche Bank Securities Barclays Capital This Listing Memorandum is dated as of May 9, 2008. You should rely only on the information contained in this Listing Memorandum. The Republic has not authorized anyone to provide you with different or additional information. The Republic is not making an offer of the Bonds in any jurisdiction where the offer or sale is not permitted. You should not assume that the information provided by this Listing Memorandum is accurate as of any date other than the date on the front of this Listing Memorandum. The financial condition and prospects of the Republic may have changed since that date. TABLE OF CONTENTS Listing Memorandum ABOUT THIS LISTING MEMORANDUM ................................................................................................................1 FORWARD-LOOKING STATEMENTS.....................................................................................................................2 ENFORCEMENT OF CIVIL LIABILITIES ................................................................................................................4 RISK FACTORS ...........................................................................................................................................................5 USE OF PROCEEDS ..................................................................................................................................................10 DESCRIPTION OF THE BONDS..............................................................................................................................11 PRINCIPAL ECONOMIC INDICATORS .................................................................................................................23 COUNTRY DESCRIPTION.......................................................................................................................................24 REGISTRATION AND BOOK-ENTRY SYSTEM .................................................................................................109 BANCO CENTRAL UNDERTAKING....................................................................................................................110 CLEARING AND SETTLEMENT...........................................................................................................................111 VENEZUELAN TAXATION...................................................................................................................................113 NOTICE TO VENEZUELAN INVESTORS............................................................................................................114 DEALER MANAGERS ............................................................................................................................................115 VALIDITY OF THE BONDS...................................................................................................................................116 GENERAL INFORMATION....................................................................................................................................116 i ABOUT THIS LISTING MEMORANDUM The Republic, having made all reasonable inquiries, confirms that this Listing Memorandum contains all information with respect to the Republic and the Bonds which is material in the context of the issue and offering of the Bonds, that such information is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions, and that, to the best of the Republic’s knowledge and belief, there are no other facts the omission of which would make any such information or the expression of any such opinions and intentions materially misleading. The Republic accepts responsibility accordingly. Neither of Deutsche Bank Securities, Inc. or Barclays Bank PLC (together the “Dealer Managers”) makes any representation or warranty, express or implied, as to the accuracy or completeness of this information, and nothing contained in this Listing Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The Dealer Managers have not independently verified any of such information and does not assume any responsibility for its accuracy or completeness. The Dealer Managers do not warrant that no events have occurred that have not yet been publicly disclosed by the Republic and that would affect the accuracy or completeness of the information concerning the Republic included herein. Each person receiving this Listing Memorandum acknowledges that (i) such person has not relied on the Dealer Managers or any person affiliated with the Dealer Managers in connection with its investigation of the accuracy of such information or its investment decision, and (ii) no person has been authorized to give any information or to make any representation concerning the Republic or the Bonds other than as contained herein and, if given or made, any such other information or representation by such persons should not be relied upon as having been authorized by or made on behalf of the Republic or the Dealer Managers. This Listing Memorandum does not constitute an offer of, or an invitation by or on behalf of the Republic or the Dealer Managers to purchase, any of the Bonds. The Listing Memorandum may only be used for the purposes for which it has been published. The distribution of this Listing Memorandum and the offer and sale of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Listing Memorandum comes are required by the Republic and the Dealer Managers to inform themselves