Pemex Project Funding Master Trust Announces Exchange Offers

Mexico City, November 17 (ots/PRNewswire) - Petroleos Mexicanos ("Pemex") announced today that the Pemex Project Funding Master Trust (the "Issuer"), a Delaware trust controlled by Pemex, intends to offer to exchange any and all of the outstanding U.S. $250,000,000 9.00% Guaranteed Notes due 2007, U.S. $600,000,000 8.85% Global Guaranteed Notes due 2007, U.S. $598,240,000 9-3/8% Global Guaranteed Notes due 2008, U.S. $350,000,000 9-1/4% Global Guaranteed Bonds due 2018, U.S. $250,000,000 8.625% Bonds due 2023, U.S. $400,000,000 9.50% Global Guaranteed Bonds due 2027 and U.S. $500,000,000 9.50% Puttable or Mandatorily Exchangeable Securities ("POMES(SM)") due 2027 (collectively, the "Old Securities") of Pemex for an equal principal amount of the corresponding series of 9.00% Guaranteed Notes due 2007, 8.85% Guaranteed Notes due 2007, 9-3/8% Guaranteed Notes due 2008, 9-1/4% Guaranteed Bonds due 2018, 8.625% Guaranteed Bonds due 2023, 9.50% Guaranteed Bonds due 2027 or 9.50% Guaranteed POMES(SM) due 2027 to be issued by the Issuer (collectively, the "New Securities").

In order to have a better sense of the success rate of the exchange offers early in the process, the Issuer is offering to pay each eligible holder who tenders Old Securities on or prior to the Early Participation Date (as defined below) and does not withdraw such Old Securities, an early participation payment in the amount of U.S. $2.50 in cash for each U.S. $1,000 principal amount of Old Securities tendered (the "Early Participation Payment"). The Issuer will not be required to make the Early Participation Payment unless and until the exchange offers are consummated.

The exchange offers will commence on November 17, 2004 and will expire at Midnight, New York City time, on December 21, 2004 (the "Expiration Date"), unless extended. The early participation date will be 5:00 p.m., New York City time, on December 15, 2004 (the "Early Participation Date") and holders may withdraw tenders of Old Securities at any time prior to the Early Participation Date.

The terms and conditions of the exchange offers are set forth in an offering memorandum dated November 17, 2004 and an accompanying letter of transmittal that will be distributed to all holders of the Old Securities that have completed and returned the certification referred to in the offering memorandum regarding their eligibility to participate in the exchange offers.

The net proceeds that the Issuer receives from Pemex from transferring the Old Securities will be used to finance investments in certain long-term productive infrastructure projects.

The New Securities, and the respective guaranties thereof, have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except in accordance with an applicable exemption from the registration requirements thereof. Accordingly, the New Securities are being offered and issued only (i) to "U.S. persons" as defined in Rule 902 under the Securities Act that are also "Qualified Institutional Buyers" as defined in Rule 144A under the Securities Act, in a private placement, or (ii) persons who are not "U.S. persons" as defined in Rule 902 under the Securities Act and that are not "Disqualified Non-U.S. Holders" (a term defined in the offering memorandum) in offshore transactions. Accordingly, the New Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom.

This announcement is not an offer to exchange or a solicitation of an offer to exchange any Old Securities for New Securities. The exchange offers are being made solely by the offering memorandum and letter of transmittal.

IF YOU ARE IN THE NETHERLANDS: The exchange offers are only extended to individuals or legal entities who or which trade or invest in securities in the conduct of their profession or trade.

If you are located or resident in Italy, please disregard this announcement.

D.F. King & Co., Inc. is the information agent for the exchange offers and requests for documentation should be directed to them at +1(800)207-3158

Rückfragen & Kontakt:

Tom Long, +1-212-493-6920, for Petroleos Mexicanos