SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A

                        AMENDMENT NO. 1 TO ANNUAL REPORT
                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934
                   for the fiscal year ended December 31, 2001

                        Commission File Number: 333-14168

                     Petrobras International Finance Company
             (Exact name of registrant as specified in its charter)

                                 Cayman Islands
                 (Jurisdiction of incorporation or organization)
                  --------------------------------------------
                            Anderson Square Building
                                  P.O. Box 714
                            George Town, Grand Cayman
                                 Cayman Islands
                    (Address of principal executive offices)
                  --------------------------------------------

              Securities registered or to be registered pursuant to
                         Section 12(b) of the Act: None

              Securities registered or to be registered pursuant to
                         Section 12(g) of the Act: None

        Securities for which there is a reporting obligation pursuant to
                           Section 15(d) of the Act:

                                                    Name of each exchange on
          Title of each class:                         which registered:

U.S.$450,000,000 9.875% Senior Notes due 2008      Luxembourg Stock Exchange
U.S.$600,000,000 9.75%   Senior Notes due 2011     Luxembourg Stock Exchange

  Indicate the number of outstanding shares of each of the issuer's classes of
     capital or common stock as of the close of the period covered by this
                                 Annual Report:
                  At December 31, 2001, there were outstanding:
         50,000 common shares of Petrobras International Finance Company


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                  Yes [X] No [  ]
      Indicate by check mark which financial statement item the registrant
                             has elected to follow.
                             Item 17 [  ] Item 18 [X]


<PAGE>



                                EXPLANATORY NOTE

     This amended annual report dated December 13, 2002 modifies Section (b)
of "Item 19. Exhibits" of the annual report on Form 20-F of Petrobras
International Finance Company ("PIFCo") filed on July 1, 2002 (the "Form 20-F")
to replace exhibits 2.4, 2.7 and 2.12 therein with exhibits 2.19, 2.20 and 2.21
herein. Accordingly, the index of exhibits is revised herein by deleting the
references to exhibits 2.4, 2.7 and 2.12 and inserting references to exhibits
2.19, 2.20 and 2.21, which are described below:


Exhibit 2.19      Indenture, initially dated as of February 4, 2002, as
                  amended and restated as of February 28, 2002, between
                  Petrobras International Finance Company and The Bank of
                  New York, as Trustee (amends and restates the Indenture
                  dated as of February 4, 2002, which was included as
                  Exhibit 2.4 in the Form 20-F)

Exhibit 2.20      Registration Rights Agreement, initially dated as of
                  February 4, 2002, as amended and restated as of
                  February 28, 2002, among Petroleo Brasileiro
                  S.A.--Petrobras, UBS Warburg LLC, and Morgan Stanley &
                  Co. Incorporated (amends and restates the Registration
                  Rights Agreement dated as of February 4, 2002, which
                  was included as Exhibit 2.7 in the Form 20-F)

Exhibit 2.21      Standby Purchase Agreement, initially dated as of
                  February 4, 2002, as amended and restated as of
                  February 28, 2002, between Petroleo Brasileiro
                  S.A.--Petrobras and The Bank of New York, as Trustee
                  (amends and restates the Standby Purchase Agreement
                  dated as of February 4, 2002, which was included as
                  Exhibit 2.12 in the Form 20-F)

         The above listed exhibits relate to PIFCo's issuance in February, 2002
of U.S.$100 million of 9 1/8% Senior Notes due 2007, which is described in "Item
5. Management's Discussion and Analysis of Results of Operation--Liquidity and
Capital Resources" of the Form 20-F. The complete text of these exhibits is also
included herein.

         PIFCo believes that these changes are not material to its financial
condition, operations or prospects.

         Except as described above, no change has been made to the Form 20-F,
and the filing of this amended annual report should not be understood to mean
that any statements contained herein are true and complete as of any date
subsequent to July 1, 2002.



<PAGE>


         ITEM 19.            Exhibits.

        (b)  Exhibit No:               Description

        Exhibit 1                       Memorandum and Articles of Association
                                        of Petrobras International Finance
                                        Company

        Exhibit 2                       Indenture, dated as of May 9, 2001,
                                        between Petrobras International Finance
                                        Company and The Bank of New York, as
                                        Trustee, relating to the 9 7/8% Senior
                                        Notes due 2008 (incorporated by
                                        reference to Exhibit 4.1 to the
                                        Registration Statement of Petrobras
                                        International Finance Company and
                                        Petroleo Brasileiro S.A.--Petrobras on
                                        Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14168))

        Exhibit 2.1                     Supplemental Indenture, dated as of
                                        November 26, 2001, between Petrobras
                                        International Finance Company and The
                                        Bank of New York, as Trustee, relating
                                        to the 9 7/8% Senior Notes due 2008
                                        (incorporated by reference to Exhibit
                                        4.2 to the Registration Statement of
                                        Petrobras International Finance Company
                                        and Petroleo Brasileiro S.A.--Petrobras
                                        on Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14168))

        Exhibit 2.2                     Indenture, dated as of July 6, 2001,
                                        between Petrobras International Finance
                                        Company and The Bank of New York, as
                                        Trustee, relating to the 9 3/4% Senior
                                        Notes due 2011 (incorporated by
                                        reference to Exhibit 4.1 to the
                                        Registration Statement of Petrobras
                                        International Finance Company and
                                        Petroleo Brasileiro S.A.--Petrobras on
                                        Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14170))

        Exhibit 2.3                     Supplemental Indenture, dated as of
                                        November 26, 2001, between Petrobras
                                        International Finance Company and The
                                        Bank of New York, as Trustee, relating
                                        to the 9 3/4% Senior Notes due 2011
                                        (incorporated by reference to Exhibit
                                        4.2 to the Registration Statement of
                                        Petrobras International Finance Company
                                        and Petroleo Brasileiro S.A.--Petrobras
                                        on Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14170))

        Exhibit 2.5                     Registration Rights Agreement, dated as
                                        of May 9, 2001, among Petrobras
                                        International Finance Company, Petroleo
                                        Brasileiro S.A.--Petrobras, and UBS
                                        Warburg LLC, Banc of America Securities
                                        LLC, J.P. Morgan Securities Inc., RBC
                                        Dominion Securities Corporation and
                                        Santander Central Hispano Investment
                                        Securities Inc. (incorporated by
                                        reference to Exhibit 4.4 to the
                                        Registration Statement of Petrobras
                                        International Finance Company and
                                        Petroleo Brasileiro S.A.--Petrobras on
                                        Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14168))

        Exhibit 2.6                     Registration Rights Agreement, dated as
                                        of July 6, 2001, among Petrobras
                                        International Finance Company, Petroleo
                                        Brasileiro S.A.--Petrobras, and UBS
                                        Warburg LLC, Banc of America Securities
                                        LLC, J.P. Morgan Securities Inc., RBC
                                        Dominion Securities Corporation and
                                        Santander Central Hispano Investment
                                        Securities Inc. (incorporated by
                                        reference to Exhibit 4.4 to the
                                        Registration Statement of Petrobras
                                        International Finance Company and
                                        Petroleo Brasileiro S.A.--Petrobras on
                                        Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14170))

        Exhibit 2.8                     Standby Purchase Agreement, dated as of
                                        May 9, 2001, between Petroleo Brasileiro
                                        S.A.--Petrobras and The Bank of New York
                                        (incorporated by reference to Exhibit
                                        4.5 to the Registration Statement of
                                        Petrobras International Finance Company
                                        and Petroleo Brasileiro S.A.--Petrobras
                                        on Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14168))

        Exhibit 2.9                     Amendment No. 1 to the Standby Purchase
                                        Agreement, dated as of November 26,
                                        2001, between Petroleo Brasileiro
                                        S.A.--Petrobras and The Bank of New
                                        York, as Trustee (incorporated by
                                        reference to Exhibit 4.6 to the
                                        Registration Statement of Petrobras
                                        International Finance Company and
                                        Petroleo Brasileiro S.A.--Petrobras on
                                        Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14168))

        Exhibit 2.10                    Standby Purchase Agreement, dated as of
                                        July 6, 2001, between Petroleo
                                        Brasileiro S.A.--Petrobras and The Bank
                                        of New York (incorporated by reference
                                        to Exhibit 4.5 to the Registration
                                        Statement of Petrobras International
                                        Finance Company and Petroleo Brasileiro
                                        S.A.--Petrobras on Form F-4 filed on
                                        December 6, 2001 (registration statement
                                        no. 333-14170))

        Exhibit 2.11                    Amendment No. 1 to the Standby Purchase
                                        Agreement, dated as of November 26,
                                        2001, between Petroleo Brasileiro
                                        S.A.--Petrobras and The Bank of New
                                        York, as Trustee (incorporated by
                                        reference to Exhibit 4.6 to the
                                        Registration Statement of Petrobras
                                        International Finance Company and
                                        Petroleo Brasileiro S.A.--Petrobras on
                                        Form F-4 filed on December 6, 2001
                                        (registration statement no. 333-14170))

        Exhibit 2.13                    Notes Purchase Agreement, dated as of
                                        January 29, 2002, between Petrobras
                                        International Finance Company and UBS
                                        Warburg LLC and Morgan Stanley & Co.
                                        Incorporated

        Exhibit 2.14                    Master Export Contract, dated as of
                                        December 21, 2001, between Petroleo
                                        Brasileiro S.A.--Petrobras and Petrobras
                                        Finance Ltd.

        Exhibit 2.15                    Depositary Agreement, dated as of
                                        December 21, 2001, among U.S. Bank,
                                        National Association, Cayman Islands
                                        Branch, in capacity as Trustee of the PF
                                        Export Receivables Master Trust,
                                        Citibank, N.A., in capacity as
                                        Securities Intermediary, and Petrobras
                                        Finance Ltd.

        Exhibit 2.16                    Administration Services Agreement, dated
                                        as of December 21, 2001, between
                                        Petroleo Brasileiro S.A.--Petrobras, as
                                        Delivery and Sales Agent, and Petrobras
                                        Finance Ltd.

        Exhibit 2.17                    Amended and Restated Trust Deed, dated
                                        as of December 21, 2001, among U.S.
                                        Bank, National Association, Cayman
                                        Islands Branch, in capacity as Trustee
                                        of the PF Export Receivables Master
                                        Trust, Citibank, N.A., in capacity as
                                        Paying Agent, Transfer Agent, Registrar
                                        and Depositary Bank, and Petrobras
                                        International Finance Company, as
                                        Servicer.

        Exhibit 2.18                    Receivables Purchase Agreement, dated as
                                        of December 21, 2001, among Petrobras
                                        Finance Ltd., Petroleo Brasileiro
                                        S.A.--Petrobras and U.S. Bank, National
                                        Association, Cayman Islands Branch,
                                        solely in capacity as Trustee of the PF
                                        Export Receivables Master Trust

        Exhibit 2.19                    Indenture, initially dated as of
                                        February 4, 2002, as amended and
                                        restated as of February 28, 2002,
                                        between Petrobras International Finance
                                        Company and The Bank of New York, as
                                        Trustee, relating to the 9 1/8% Senior
                                        Notes due 2007

        Exhibit 2.20                    Registration Rights Agreement, initially
                                        dated as of February 4, 2002, as amended
                                        and restated as of February 28, 2002,
                                        among Petroleo Brasileiro
                                        S.A.--Petrobras, UBS Warburg LLC, and
                                        Morgan Stanley & Co. Incorporated

        Exhibit 2.21                    Standby Purchase Agreement, initially
                                        dated as of February 4, 2002, as amended
                                        and restated as of February 28, 2002,
                                        between Petroleo Brasileiro
                                        S.A.--Petrobras and The Bank of New
                                        York, as Trustee

        Exhibit 8.1                     For a list of subsidiaries, their
                                        jurisdiction of incorporation and the
                                        names under which they do business, see
                                        "Business Overview" on page 10.


<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, Petrobras International Finance Company--PIFCo, hereby certifies
that it meets all the requirements for filing on Form 20-F/A and has duly caused
this annual report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  Petrobras International Finance Company--PIFCo



                                  By: /s/ Almir Guilherme Barbassa
                                      ------------------------------------------
                                  Name:  Almir Guilherme Barbassa
                                  Title: Chairman of the Board of Directors


Date:  December 13, 2002


<PAGE>


                                 CERTIFICATIONS

I, Almir Guilherme Barbassa, certify that:

1. I have reviewed this amendment no. 1 to the annual report on Form 20-F/A of
Petrobras International Finance Company--PIFCo; and

2. Based on my knowledge, this amendment no.1 to the annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this amendment no. 1 to the annual report.



Date:    December 13, 2002

                                  By: /s/ Almir Guilherme Barbassa
                                      ------------------------------------------
                                  Name:  Almir Guilherme Barbassa
                                  Title: Chairman of the Board of Directors


<PAGE>


                                 CERTIFICATIONS

I, Daniel Lima de Oliveira, certify that:

1. I have reviewed this amendment no. 1 to the annual report on Form 20-F/A of
Petrobras International Finance Company--PIFCo; and

2. Based on my knowledge, this amendment no.1 to the annual report does not
contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by
this amendment no. 1 to the annual report.



Date:    December 13, 2002

                                            By: /s/ Daniel Lima de Oliveira
                                                --------------------------------
                                            Name:  Daniel Lima de Oliveira
                                            Title: Financial Manager