OPINION OF ARNOLD AND PORTER


 Exhibit 4(6) 
  
 June 19, 2003 
  
 Minister of Finance 
 Ministry of Finance 
 Federative Republic of Brazil 
 Esplanada dos Ministérios 

Bloco P 
 70048-900, Brasília-DF 
 BRAZIL 
  
  
 Ladies and Gentlemen: 
  
 We have acted as special United States counsel for the Federative Republic of Brazil (“Brazil”) in connection with the preparation of the
registration statement under Schedule B (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”),
pursuant to which Brazil is registering $10,000,000,000 aggregate principal amount of its debt securities and warrants (the “Offered Securities”) to be offered and sold from time to time as set forth in the Registration Statement and the
prospectus (the “Prospectus”) contained therein. We are familiar with (a) the Fiscal Agency Agreement dated as of November 1, 1996 between Brazil and JPMorgan Chase Bank, as fiscal agent, including the forms of Note attached thereto, each
as amended by Amendment No. 1 dated as of April 28, 2003 (the “Fiscal Agency Agreement”) previously filed as part of Brazil’s Registration Statement on Schedule B (Registration No. 333-6682) and made a part of the Registration
Statement, and (b) the form of the Underwriting Agreement (together with the Fiscal Agency Agreement, the “Agreements”) previously filed as part of Brazil’s Registration Statement on Schedule B (Registration No. 333-6682) and made a
part of the Registration Statement. 
  
 In rendering the opinion
expressed below, we have examined such certificates of public officials, government documents and records and other certificates and instruments furnished to us, and have made such other investigations, as we have deemed necessary in connection with
the opinion set forth herein. Furthermore, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the authority of Brazil to enter into the Agreements and cause the issuance of the Offered
Securities, and the conformity to authentic originals of all documents submitted to us as copies. As to any document originally prepared in any language other than English and submitted to us in translation, we have assumed the accuracy of the
English translation. 






 Minister of Finance 
 June 19, 2003 
 Page 2 
  
  
 This opinion is limited to the federal laws of the United States and the laws
of the State of New York, and we do not express any opinion herein concerning the laws of any other jurisdiction. Insofar as the opinion set forth herein relates to matters of the laws of Brazil, we have relied upon the opinion of the Deputy
Attorney General of the National Treasury of the Ministry of Finance of the Federative Republic of Brazil, a copy of which is being filed as Exhibit 4(4) to the Registration Statement, and our opinion herein is subject to any and all exceptions and
reservations set forth therein. 
  
 Based upon and subject to the
foregoing, we are of the opinion that when the Offered Securities have been duly authorized, issued, and executed by Brazil and authenticated, delivered, and paid for as contemplated by the Agreements, the Prospectus and any amendment and supplement
thereto, the Offered Securities will constitute valid and legally binding direct and unconditional obligations of Brazil under the laws of the State of New York. 
  
 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this
firm under the heading “Validity of the Securities” in the Registration Statement. In giving the foregoing consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder. 
  

	 Very truly yours,

	
	 /S/    ARNOLD & PORTER