Exhibit 2.5
   PETRÓLEOS
    MEXICANOS
    Issuer
    and
    DEUTSCHE BANK TRUST COMPANY AMERICAS
    Trustee
    INDENTURE
    Dated as of January 27, 2009
    Providing for the Issuance of
    Securities in Series
    Jointly and Severally Guaranteed by
    Pemex-Exploración y Producción
    Pemex-Refinación
    and
    Pemex-Gas y Petroquímica Básica




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Petróleos
    Mexicanos
    Certain
    Sections of this Indenture relating to
    Sections 310 through 318 of the
    Trust Indenture Act of 1939:
  Trust Indenture

IndentureAct Section

Section§ 310(a)(1)

6.09(a)(2)

6.09(a)(3)

Not Applicable(a)(4)

Not Applicable(b)

6.08, 6.10§ 311(a)

6.13(b)

6.13§ 312(a)

7.01, 7.02(a)(b)

7.02(b)(c)

7.02(c)§ 313(a)

7.03(a)(b)

7.03(a)(c)

7.03(a)(d)

7.03(b)§ 314(a)

7.04(b)

Not Applicable(c)(1)

1.02(c)(2)

1.02(c)(3)

Not Applicable(d)

Not Applicable(e)

1.02§ 315(a)

6.01(b)

6.02(c)

6.01(d)

6.01(e)

5.14§ 316(a)

1.07(a)(1)(A)

5.02, 5.12(a)(1)(B)

5.13(a)(2)

Not Applicable(b)

1.07(c)

1.04(c)§ 317(a)(1)

5.03(a)(2)

5.04(b)

10.03§ 318(a)

1.07     Note:
    This reconciliation and tie shall not, for any purpose, be
    deemed to be a part of the Indenture. i




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##### 



TABLE OF
    CONTENTS
   
 PageRECITALS OF THE ISSUER
    ARTICLE ONE
    DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSection 1.01.

Definitions


1Section 1.02.

Compliance Certificates and Opinions


8Section 1.03.

Form of Documents Delivered to Trustee


9Section 1.04.

Acts of Holders; Record Dates


9Section 1.05.

Notices, Etc., to Trustee and Issuer


10Section 1.06.

Notice to Holders; Waiver


10Section 1.07.

Conflict with Trust Indenture Act


11Section 1.08.

Effect of Headings and Table of Contents


11Section 1.09.

Successors and Assigns


11Section 1.10.

Separability Clause


11Section 1.11.

Benefits of Indenture


11Section 1.12.

Governing Law


11Section 1.13.

Consent to Service; Jurisdiction


12Section 1.14.

Legal Holidays


12Section 1.15.

No Recourse Against Others


13Section 1.16.

Guaranties


13ARTICLE TWO
    ISSUANCE OF SECURITIESSection 2.01.

Creation of Securities in Amount Unlimited


13Section 2.02.

Issuable in Series


13ARTICLE THREE
    THE SECURITIESSection 3.01.

Forms Generally


15Section 3.02.

Execution, Authentication, Delivery and Dating


16Section 3.03.

Temporary Securities


17Section 3.04.

Book-Entry Securities; Bearer Securities


17Section 3.05.

Registration, Registration of Transfer and Exchange Generally;
    Certain Transfers and Exchanges; Securities Legends


21Section 3.06.

Mutilated, Destroyed, Lost and Stolen Securities


27Section 3.07.

Payment of Interest; Interest Rights Preserved


27Section 3.08.

Additional Amounts


29Section 3.09.

Persons Deemed Owners


31Section 3.10.

Cancellation


31ARTICLE FOUR
    SATISFACTION AND DISCHARGESection 4.01.

Satisfaction and Discharge of Indenture


31Section 4.02.

Application of Trust Money


32 ii




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##### 



TABLE OF
    CONTENTS
    (continued)
  PageARTICLE FIVE
    REMEDIESSection 5.01.

Events of Default


32Section 5.02.

Acceleration of Maturity; Rescission and Annulment


34Section 5.03.

Collection of Indebtedness and Suits for Enforcement by Trustee


34Section 5.04.

Trustee May File Proofs of Claim


34Section 5.05.

Trustee May Enforce Claims Without Possession of Securities


35Section 5.06.

Application of Money Collected


35Section 5.07.

Limitation on Suits


35Section 5.08.

Unconditional Right of Holders to Receive Principal and Interest


36Section 5.09.

Restoration of Rights and Remedies


36Section 5.10.

Rights and Remedies Cumulative


36Section 5.11.

Delay or Omission Not Waiver


36Section 5.12.

Control by Holders


36Section 5.13.

Waiver of Past Defaults


37Section 5.14.

Undertaking for Costs


37Section 5.15.

Waiver of Stay or Extension Laws


37ARTICLE SIX
    THE TRUSTEESection 6.01.

Certain Duties and Responsibilities


37Section 6.02.

Notice of Defaults


37Section 6.03.

Certain Rights of Trustee


38Section 6.04.

Not Responsible for Recitals or Issuance of Securities


39Section 6.05.

May Hold Securities


39Section 6.06.

Money Held in Trust


39Section 6.07.

Compensation and Reimbursement


39Section 6.08.

Disqualification; Conflicting Interests


40Section 6.09.

Corporate Trustee Required; Eligibility


40Section 6.10.

Resignation and Removal; Appointment of Successor


40Section 6.11.

Acceptance of Appointment by Successor


41Section 6.12.

Merger, Conversion, Consolidation or Succession to Business


42Section 6.13.

Preferential Collection of Claims


42Section 6.14.

Appointment of Authenticating Agent


42Section 6.15.

USA Patriot Act


43ARTICLE SEVEN
    HOLDERS LISTS AND REPORTS BY TRUSTEE AND ISSUERSection 7.01.

Issuer to Furnish Trustee Names and Addresses of Holders


44Section 7.02.

Preservation of Information; Communications to Holders


44Section 7.03.

Reports by Trustee


44Section 7.04.

Reports by Issuer


44 iii




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##### 



TABLE OF
    CONTENTS
    (continued)
  PageARTICLE EIGHT
    CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASESection 8.01.

Issuer and Guarantors May Consolidate, Etc., Only on Certain
    Terms


45Section 8.02.

Successor Substituted


45ARTICLE NINE
    SUPPLEMENTAL INDENTURESSection 9.01.

Supplemental Indentures Without Consent of Holders


45Section 9.02.

Supplemental Indentures with Consent of Holders


46Section 9.03.

Execution of Supplemental Indentures


48Section 9.04.

Effect of Supplemental Indentures


48Section 9.05.

Conformity with Trust Indenture Act


48Section 9.06.

Reference in Securities to Supplemental Indentures


49ARTICLE TEN
    COVENANTSSection 10.01.

Payment of Principal and Interest


49Section 10.02.

Maintenance of Office or Agency


49Section 10.03.

Money for Security Payments to Be Held in Trust


49Section 10.04.

Compliance Certificate


50Section 10.05.

Provision of Financial Information


50Section 10.06.

Limitation on Liens


50Section 10.07.

Waiver of Certain Covenants


51ARTICLE ELEVEN
    REDEMPTION AND PURCHASE OF SECURITIES AND SINKING FUNDSSection 11.01.

Applicability of Article to Redemptions


51Section 11.02.

Election to Redeem; Notice to Trustee


51Section 11.03.

Selection by Trustee of Securities to be Redeemed


51Section 11.04.

Right of Redemption for Tax Reasons; Election to Redeem


52Section 11.05.

Notice of Redemption


52Section 11.06.

Deposit of Redemption Price


53Section 11.07.

Securities Payable on Redemption Date


53Section 11.08.

Securities Redeemed in Part


53Section 11.09.

Purchase of Securities by the Issuer


53Section 11.10.

Applicability of Article to Sinking Funds


53Section 11.11.

Satisfaction of Sinking Fund Payments


54Section 11.12.

Redemption of Securities for Sinking Fund


54 iv




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##### 



TABLE OF
    CONTENTS
    (continued)
  PageARTICLE TWELVE
    MEETINGS OF HOLDERS OF SECURITIESSection 12.01.

Purposes for Which Meetings May Be Called


54Section 12.02.

Call, Notice and Place of Meetings


55Section 12.03.

Persons Entitled to Vote at Meetings


55Section 12.04.

Determination of Voting Rights; Conduct and Adjournment of
    Meetings


55Section 12.05.

Quorum


56Section 12.06.

Counting Votes and Recording Action of Meetings


56Section 12.07.

Revocation by Holders


56  EXHIBIT A



Form of Registered Note


A-1EXHIBIT B



Form of Definitive Bearer Note


B-1EXHIBIT C



Form of Temporary Global Bearer Note


C-1EXHIBIT D



Form of Permanent Global Bearer Note


D-1EXHIBIT E



Form of Reverse of Note


E-1EXHIBIT F



Form of Certificate of Beneficial Ownership


F-1EXHIBIT G



Form of Certificate to be Given by Euroclear or Clearstream,
    Luxembourg


G-1EXHIBIT H



Form of Transfer Certificate for Exchange or Transfer from
    Restricted Global Security to Regulation S Global Security


H-1EXHIBIT I



Form of Transfer Certificate for Exchange or Transfer from
    Restricted Global Security to Unrestricted Global Security


I-1EXHIBIT J



Form of Transfer Certificate for Exchange or Transfer from
    Regulations S Global Security to Restricted Global Security


J-1EXHIBIT K



Form of Free Transferability Certificate


K-1   v




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Mexico Issuer Trustee
  RECITALS OF
    THE ISSUER:
  Securities
    NOW,
    THEREFORE, THIS INDENTURE WITNESSETH:
    ARTICLE ONE
  DEFINITIONS
    AND OTHER PROVISIONS OF GENERAL APPLICATION
  Section Definitions
        Mexican FRS
    Act
  Additional Amounts
  Additional Interest
 1




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Advance Payment Arrangement
  Affiliate control controlling controlled
  Agent Member
  Applicable Procedures
  Authenticating Agent
  Authorized Officer
  Banco de México
  Bearer Securities
  Board of Directors
  Board Resolution
  Business Day
  Certificates of Designation
  Clearstream, Luxembourg société anonyme
  Commission
  Common Depositary
  Corporate Trust Office
  corporation
  Defaulted Interest
  definitive Securities
  Depositary
 2




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DTC
  Euroclear
  Event of Default
  Exchange Act
  Exchange Date
  Exchange Offer
  Exchange Securities
  External Indebtedness
  Financing Documents
  Foreign Currency
  Forward Sale
  General Restructuring
  Global Securities
  Government
  Governmental Forward Sale
  Guarantee
 3




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Guarantor Guarantors
  Guaranty Guaranties
  Guaranty Agreement
  Holder
  Immunities Act
  Indebtedness
  Indenture
  Initial Securities
  interest
  Interest Payment Date
  International Global Security
  Issuer
  Issuer Request Issuer
    Order
  Legend
  Material Subsidiaries
  Maturity
  Member Organization
  Mexican Withholding Taxes
  Mexico
  Mexico Exchange Offer
 4




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Mexico External Market Debt
  Mexico Reserved Matter Amendment
  Non-Global Securities
  Officers Certificate
  Oil Receivables
  Opinion of Counsel
  Original Issue Discount Security
  Outstanding except
    provided
  bona fide
  provided
 5




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Paying Agent
  Permanent Global Bearer Security
  Person
  Petróleos Mexicanos Law Ley
    de Petróleos Mexicanos
  Petroleum Industry
  Petroleum Products
  Predecessor Security
  Public External Indebtedness
  Receivables Financings
  Redemption Date
  Redemption Price
  Registered Securities
  Registration Rights
  Registration Rights Agreement
  Registration Statement
  Regular Record Date
  Regulation S
 6




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Regulation S Global Security
  Regulations S Securities
  Regulatory Law Ley Reglamentaria
    del Artículo 27 Constitucional en el Ramo del
    Petróleo
  Resale Restriction Termination Date
  Reserved Matter
  Responsible Officer
  Restricted Global Security
  Restricted Period
  Restricted Securities provided
  Rule 144A
  Securities
  Securities Act
  Security Interest
  Security Register Security
    Registrar
  Special Record Date
  Specified Currency
  Stated Maturity
 7




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Subsidiary and/or control
  Temporary Global Bearer Security
  temporary Securities
  Trust Indenture Act provided
  Trustee
  United States
  United States-Mexico Income Tax Treaty
  Unrestricted Global Security
  U.S. Depositary
  U.S. Global Security
  U.S. dollars $ dollars U.S. $
  vice president
  Section Compliance
    Certificates and Opinions
         8




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Section Form
    of Documents Delivered to Trustee
        Section Acts
    of Holders; Record Dates
  Act
     9




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##### 



Section Notices,
    Etc., to Trustee and Issuer
      011-5255-1944-8253
  Section Notice
    to Holders; Waiver
  provided
    Luxemburger Wort
   10




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Section Conflict
    with Trust Indenture Act
      Section Effect
    of Headings and Table of Contents
    Section Successors
    and Assigns
    Section Separability
    Clause
    Section Benefits
    of Indenture
    Section Governing
    Law
   11




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Section Consent
    to Service; Jurisdiction
    Authorized Agent
  except Constitution Ley General de Bienes Nacionales Código Federal de Procedimientos
    Civiles inter alia basic petrochemicals Petroleum
    Industry
  Section Legal
    Holidays
   12




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Section No
    Recourse Against Others
    Section Guaranties
  Guaranty Guaranties Guarantor Guarantors Guaranty
    Agreement Certificates of
    Designation
  ARTICLE TWO
  ISSUANCE OF
    SECURITIES
  Section Creation
    of Securities in Amount Unlimited
    Section Issuable
    in Series
          vice versa
   13




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##### 



Specified
    Currency
         14




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##### 



provided
    ARTICLE THREE
  THE
    SECURITIES
  Section Forms Generally
  Registered
    Securities Bearer Securities definitive Securities temporary
    Securities
     15




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Section Execution,
    Authentication, Delivery and Dating
  attorney-in-fact attorneys-in-fact
                   16




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##### 



CERTIFICATE
    OF AUTHENTICATION
    
   By    Section Temporary
    Securities
    Section Book-Entry
    Securities; Bearer Securities
  U.S. Global Securities U.S. Depositary U.S. Global
    Security
 17




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Agent Members
  provided
 18




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##### 



Regulation S Global
    Security Unrestricted Global Security
  Restricted Global Security
      International Global Securities Common
    Depositary provided International Global
    Security
    Member Organizations
 19




---



##### 



Regulation S Global Security
  Bearer Securities
  Temporary Global Bearer Security provided Permanent Global Bearer
    Security United
    States
  provided Exchange Date
     20




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##### 



Legends
  Section Registration,
    Registration of Transfer and Exchange Generally; Certain
    Transfers and Exchanges; Securities Legends
  Registration, Registration of Transfer and Exchange
    Generally Security
    Register Security Registrar
    provided
       21




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##### 



and/or
   22




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##### 



provided and/or
  Certain Transfers and Exchanges of Restricted
    Securities and Regulation S
    Securities
  Transfer or Exchange from Restricted Global Security
    to Regulation S Global Security Applicable Procedures
  Transfer or Exchange from Restricted Global
    Security to Unrestricted Global Security
 23




---



##### 



Transfer or Exchange from Regulation S Global
    Security or Unrestricted Global Security to Restricted Global
    Security
 24




---



##### 



Other Transfers or Exchanges
  International Global Securities Restricted Global
    Security
    Legends Legend restricted securities
 25




---



##### 



restricted security
  Procedures for
    Delegending
          provided
 26




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##### 



Section Mutilated,
    Destroyed, Lost and Stolen Securities
    bona
    fide
          Section Payment
    of Interest; Interest Rights Preserved
    Defaulted Interest
  Special
    Record Date
 27




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##### 



provided
     28




---



##### 



Section Additional
    Amounts
  Additional Amounts Mexican Withholding
    Taxes
      provided
  provided
     29




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##### 



2003/48/EC 26-27,
    Secretaría de Hacienda y Crédito Público Ministry of Finance and Public
    Credit
       30




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##### 



Section Persons
    Deemed Owners
      Section Cancellation
    ARTICLE FOUR
  SATISFACTION
    AND DISCHARGE
  Section Satisfaction
    and Discharge of Indenture
             31




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##### 



Section Application
    of Trust Money
    ARTICLE FIVE
  REMEDIES
  Section Events
    of Default
  Event of Default
  Non-Payment
  Breach of Other Obligations
  Cross-Default
  Enforcement Proceedings
  Security Enforced
  Insolvency
 32




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##### 



concurso mercantil
  Winding-up
  Moratorium
  Authorization and Consents
  Illegality
  Control
  Disposals
     33




---



##### 



Analogous Events
  Guaranties
  Section Acceleration
    of Maturity; Rescission and Annulment
          Section Collection
    of Indebtedness and Suits for Enforcement by Trustee
           34




---



##### 



Section Trustee
    May File Proofs of Claim
      Section Trustee
    May Enforce Claims Without Possession of Securities
    Section Application
    of Money Collected
          Section Limitation
    on Suits
         35




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##### 



60-day
    Section Unconditional
    Right of Holders to Receive Principal and Interest
    Section Restoration
    of Rights and Remedies
    Section Rights
    and Remedies Cumulative
    Section Delay
    or Omission Not Waiver
    Section Control
    by Holders
  provided
     36




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##### 



Section Waiver
    of Past Defaults
  provided
          Section Undertaking
    for Costs
  provided
  Section Waiver
    of Stay or Extension Laws
    ARTICLE SIX
  THE TRUSTEE
  Section Certain
    Duties and Responsibilities
      Section Notice
    of Defaults
  provided
 37




---



##### 



provided,
    further, default
  Section Certain
    Rights of Trustee
                provided
     38




---



##### 



Section Not
    Responsible for Recitals or Issuance of Securities
    Section May
    Hold Securities
    Section Money
    Held in Trust
    Section Compensation
    and Reimbursement
       39




---



##### 



Section Disqualification;
    Conflicting Interests
    Section Corporate
    Trustee Required; Eligibility
    Section Resignation
    and Removal; Appointment of Successor
       40




---



##### 



bona fide
      bona fide
  bona fide
    Section Acceptance
    of Appointment by Successor
     41




---



##### 



Section Merger,
    Conversion, Consolidation or Succession to Business
    Section Preferential
    Collection of Claims
    Section Appointment
    of Authenticating Agent
   42




---



##### 



By    By    Section USA
    Patriot Act
  107-56 USA
    Patriot Act
 43




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##### 



ARTICLE SEVEN
  HOLDERS
    LISTS AND REPORTS BY TRUSTEE AND ISSUER
  Section Issuer
    to Furnish Trustee Names and Addresses of Holders
        excluding
  Section Preservation
    of Information; Communications to Holders
        Section Reports
    by Trustee
      Section Reports
    by Issuer
     44




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##### 



ARTICLE EIGHT
  CONSOLIDATION,
    MERGER, CONVEYANCE, TRANSFER OR LEASE
  Section Issuer
    and Guarantors May Consolidate, Etc., Only on Certain Terms
      provided
    Section Successor
    Substituted
    ARTICLE NINE
  SUPPLEMENTAL
    INDENTURES
  Section Supplemental
    Indentures Without Consent of Holders
     45




---



##### 



Section Supplemental
    Indentures with Consent of Holders
  provided
     46




---



##### 



Reserved Matter
                          Outstanding
  General Restructuring
 47




---



##### 



Mexico Reserved Matter Amendment
  Mexico Exchange Offer
  Mexico External Market Debt
          Section Execution
    of Supplemental Indentures
    Section Effect
    of Supplemental Indentures
    Section Conformity
    with Trust Indenture Act
   48




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##### 



Section Reference
    in Securities to Supplemental Indentures
    ARTICLE TEN
  COVENANTS
  Section Payment
    of Principal and Interest
    Section Maintenance
    of Office or Agency
    provided provided, further,
  Section Money
    for Security Payments to Be Held in Trust
       49




---



##### 



Section Compliance
    Certificate
    Section Provision
    of Financial Information
    Section Limitation
    on Liens
  2 3 provided
 50




---



##### 



Section Waiver
    of Certain Covenants
  2 3
  ARTICLE ELEVEN
  REDEMPTION AND
    PURCHASE OF SECURITIES AND SINKING FUNDS
  Section Applicability
    of Article to Redemptions
    Section Election
    to Redeem; Notice to Trustee
    Section Selection
    by Trustee of Securities to be Redeemed
       51




---



##### 



Section Right
    of Redemption for Tax Reasons; Election to Redeem
  provided
  Section Notice
    of Redemption
                     52




---



##### 



Section Deposit
    of Redemption Price
    Section Securities
    Payable on Redemption Date
  provided
    Section Securities
    Redeemed in Part
    Section Purchase
    of Securities by the Issuer
    Section Applicability
    of Article to Sinking Funds
    mandatory sinking fund payment optional sinking fund payment
 53




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##### 



Section Satisfaction
    of Sinking Fund Payments
  provided
  Section Redemption
    of Securities for Sinking Fund
      ARTICLE TWELVE
  MEETINGS OF
    HOLDERS OF SECURITIES
  Section Purposes
    for Which Meetings May Be Called
   54




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##### 



Section Call,
    Notice and Place of Meetings
        Section Persons
    Entitled to Vote at Meetings
    Section Determination
    of Voting Rights; Conduct and Adjournment of Meetings
      provided
 55




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##### 



Section Quorum
  provided
  Section Counting
    Votes and Recording Action of Meetings
    Section Revocation
    by Holders
       56




---



##### 



By:   Title:
    Managing Director of Finance      By:   Title:  By:   Title: 57




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##### 



EXHIBIT A
  FORM OF
    REGISTERED NOTE
  [insert date]
  Include if Note is a U.S. Global Security
  Include if Note is
    an Initial Security
  Include unless Note (or its predecessor) was originally
    sold outside the United States pursuant to Regulation S
    under the Securities Act, the Note is an Exchange Security or,
    pursuant to Section 3.05(c) of the Indenture, the Issuer
    determines that the legend may be removed ,
 A-1




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##### 



Include if Note (or its predecessor) was originally sold
    outside the United States pursuant to Regulation S under
    the Securities Act unless the Note is an Exchange Security or,
    pursuant to Section 3.05(c) of the Indenture, the Issuer
    determines that the legend may be
    removed)
  Include if Note is Original Issue Discount
    Note  SECTION 1.1275-3(b)(1)(ii).]
 A-2




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##### 



PETRÓLEOS
    MEXICANOS (A
    Decentralized Public Entity of the
    Federal Government of the United Mexican States)
  MEDIUM-TERM
    NOTES, SERIES C
  Due
    1 Year or More from Date of Issue
  Jointly
    and Severally Guaranteed by PEMEX-EXPLORACIÓN
    Y PRODUCCIÓN
    PEMEX-REFINACIÓN AND
    PEMEX-GAS Y PETROQUÍMICA BÁSICA
  [Aggregate
    principal amount of Issue]
    [Title of Notes]
   NO. R-
    PRINCIPAL AMOUNT:



[ORIGINAL ISSUE DISCOUNT NOTE:SPECIFIED CURRENCY:



If applicable, the following will be completed solely for the
    purpose of applying the United States federal income tax
    original issue discount (OID) rules:STATED MATURITY:
    ISSUE DATE:



THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR PURPOSES OF
    APPLYING THE U.S. FEDERAL INCOME TAX RULES GOVERNING DEBT
    INSTRUMENTS ISSUED WITH ORIGINAL DISCOUNT TO THIS NOTECUSIP NO.:

[*]ISSUE PRICE:TOTAL AMOUNT OF OID:     *
    
    [If Note is a Restricted Global Note, insert At such time as the Issuer notifies the Trustee to remove
    the legend (other than the first [and last] paragraph[s]
    thereof) pursuant to Section 3.05(d) of the Indenture, the
    CUSIP number of this Note shall be deemed to be CUSIP No.
    [insert CUSIP number of Regulation S Global Note]. A-3




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##### 



[date]  If the Note
    is to bear interest prior to maturity,
    insert If the Note
    is not to bear interest prior to maturity,
    insert
  [Include if Note is an Initial Security and entitled to
    Registration Rights 
    ]
       A-4




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##### 



­
    ­
   CERTIFICATE
    OF AUTHENTICATION
    Dated:

DEUTSCHE BANK TRUST COMPANY AMERICAS
    as TrusteeBy: ­
    ­[Authorized Signatory]   A-5




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##### 



EXHIBIT B
  FORM OF
    DEFINITIVE BEARER NOTE
  Series
      [insert date]
  PETRÓLEOS
    MEXICANOS (A
    Decentralized Public Entity of the
    Federal Government of the United Mexican States)
  MEDIUM-TERM
    NOTES, SERIES C
  Due
    1 Year or More from Date of Issue
  Jointly
    and Severally Guaranteed by PEMEX-EXPLORACIÓN
    Y PRODUCCIÓN
    PEMEX-REFINACIÓN AND
    PEMEX-GAS Y PETROQUÍMICA BÁSICA
  [Aggregate
    principal amount of Issue]
    [Title of Notes]
   
           [aggregate
    principal amount of issue] [title of Notes] [date]
  and/or
 B-1




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##### 



If the Note
    is to bear interest prior to maturity,
    insert If the Note
    is not to bear interest prior to maturity,
    insert
     B-2




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##### 



­
    ­
   CERTIFICATE
    OF AUTHENTICATION
    Dated:

DEUTSCHE BANK TRUST COMPANY AMERICAS
    as TrusteeBy: ­
    ­[Authorized Signatory]   B-3




---



##### 



[Text of
    Reverse of Notes to be Copied from Exhibit E]
  PAYING
    AGENTS AND TRANSFER AGENTS
  [                   ]

[                         ][                   ]

[                         ][                   ]

[                         ][          ]Luxembourg

London
    [          ],
    England  B-4




---



##### 



SCHEDULE OF
    EXCHANGES OF PORTIONS OF THE NOTE
    Part of Principal

Remaining Principal

Notation MadeAmount of this

Amount of this Note

by or on BehalfDate Exchange Made

Note Exchanged

Following Such Exchange

of the Issuer  B-5




---



##### 



PETRÓLEOS
    MEXICANOS (A
    Decentralized Public Entity of the
    Federal Government of the United Mexican States)
  MEDIUM-TERM
    NOTES, SERIES C
  Due
    1 Year or More from Date of Issue
  Jointly
    and Severally Guaranteed by PEMEX-EXPLORACIÓN
    Y PRODUCCIÓN
    PEMEX-REFINACIÓN AND
    PEMEX-GAS Y PETROQUÍMICA BÁSICA
  [Amount
    and title of Notes]
  Coupon
    for
    [          ]
    due on
    [          ]
  and/or
       B-6




---



##### 



PETRÓLEOS
    MEXICANOS (A
    Decentralized Public Entity of the
    Federal Government of the United Mexican States)
  MEDIUM-TERM
    NOTES, SERIES C
  Due
    1 Year or More from Date of Issue
  Jointly
    and Severally Guaranteed by PEMEX-EXPLORACIÓN
    Y PRODUCCIÓN
    PEMEX-REFINACIÓN AND
    PEMEX-GAS Y PETROQUÍMICA BÁSICA
  [Amount
    and title of Notes]
  Coupon
    for the amount of interest due on Interest Payment Date falling
    on
    [          ]
  and/or
       B-7




---



##### 



PAYING
    AGENTS AND TRANSFER AGENTS
  [                         ]
 [                         ]
 [                         ]
 [               ]
 [                         ]
 [                         ]
 [                         ]
 [          ]
 B-8




---



##### 



EXHIBIT C
  FORM OF
    TEMPORARY GLOBAL BEARER NOTE
    [insert date]
    PETRÓLEOS
    MEXICANOS (A
    Decentralized Public Entity of the
    Federal Government of the United Mexican States)
  MEDIUM-TERM
    NOTES, SERIES C
  Due
    1 Year or More from Date of Issue
  Jointly
    and Severally Guaranteed by PEMEX-EXPLORACIÓN
    Y PRODUCCIÓN
    PEMEX-REFINACIÓN AND
    PEMEX-GAS Y PETROQUÍMICA BÁSICA
  TEMPORARY
    GLOBAL BEARER NOTE
  representing
    up to
  [Aggregate
    principal amount of Issue]
  [Title of
    Notes]
    NO. T-
            [aggregate principal amount of issue] [title of Notes]
 C-1




---



##### 



[date]
  If the Note is to bear interest prior to
    maturity, insert If
    the Note is not to bear interest prior to maturity,
    insert
             C-2




---



##### 



Dated: [Date of Issue]PETRÓLEOS MEXICANOS
    By: ­
    ­
    Title:   CERTIFICATE
    OF AUTHENTICATION
    Dated: ­
    ­

DEUTSCHE BANK TRUST COMPANY AMERICAS,as Trustee
By: ­ ­[Authorized Signatory]  C-3




---



##### 



SCHEDULE I
  SCHEDULE OF
    EXCHANGES OF
    PORTIONS OF THE TEMPORARY GLOBAL BEARER NOTE
    Part of Principal

Remaining Principal

Notation MadeAmount of This

Amount of This Global Note

by or on BehalfDate Exchange Made

Global Note Exchanged

Following Such Exchange

of the Issuer  C-4




---



##### 



SCHEDULE II
  [Final
    Terms to be Attached Here]
 C-5




---



##### 



EXHIBIT D
  FORM OF
    PERMANENT GLOBAL BEARER NOTE
     [insert date]
    PETRÓLEOS MEXICANOS (A Decentralized Public Entity of the
    Federal Government of the United Mexican States)
  MEDIUM-TERM
    NOTES, SERIES C
  Due 1 Year or More from Date of Issue
  Jointly and Severally Guaranteed by PEMEX-EXPLORACIÓN Y PRODUCCIÓN
    PEMEX-REFINACIÓN AND
    PEMEX-GAS Y PETROQUÍMICA BÁSICA
  PERMANENT GLOBAL BEARER NOTE
  representing up to
  [Aggregate principal amount of Issue]
  [Title of Notes]
   NO. P-
      D-1




---



##### 



[aggregate principal amount of issue] [title of Notes] [date]
  If the Note is to bear interest prior to
    maturity, insert If
    the Note is not to bear interest prior to maturity,
    insert
           D-2




---



##### 



D-3




---



##### 



­
    ­
 Title:    CERTIFICATE
    OF AUTHENTICATION
    Dated: ­
    ­

DEUTSCHE BANK TRUST COMPANY AMERICAS
    as Trustee   By:    [Text of Reverse of Notes to be Copied from
    Exhibit E]
 D-4




---



##### 



SCHEDULE I
  SCHEDULE OF
    EXCHANGES AND PAYMENTS
    Increase in PrincipalAmount of thisPermanent Global

Decrease in PrincipalBearer Note on

Amount of thisExchange of the

Permanent Global

Principal

Notation Made byTemporary Global

Bearer Note on

Amount

or on Behalf ofDate of Exchange

Note

Exchange

Outstanding

Trustee  D-5




---



##### 



SCHEDULE II
  [Final Terms
    to be Attached Here]
 D-6




---



##### 



EXHIBIT E
  FORM OF
    REVERSE OF NOTE
    pari
    passu pari passu The Notes are not obligations
    of, or guaranteed by, the United Mexican States
    (Mexico)
    Include if Note is a Registered Note Include if Note is a Bearer Note
  Include if Note is a
    Fixed Rate Note 360-day 30-day
 E-1




---



##### 



Include if
    the Note is a Floating Rate Note
    provided
     E-2




---



##### 



provided
    LIBOR
     E-3




---



##### 



Treasury Rate and/or http://www.treasurydirect.gov/RI/OFBills. provided
 E-4




---



##### 



e.g.
        provided
   E-5




---



##### 



Include if Note is a Registered Note provided provided further
  provided provided
  [Include if Note is a Bearer Note Include if Note is a Permanent Global Bearer
    Note
 E-6




---



##### 



[Include if Note is a Foreign Currency
    Note
  [Include if Note is a Registered Note and a Foreign
    Currency Note
    [Include if Note is a Foreign Currency
    Note
 E-7




---



##### 



Include if Note is denominated in the currency of a
    Participating Member State of the European
    Community 
  Redenomination
            Definitions
         E-8




---



##### 



[Include if Note is a Foreign Currency
    Note
  [Include if Note is a Registered Note
  , ,
        Include if
    Note is a Bearer Note
 E-9




---



##### 



provided
 E-10




---



##### 



provided 26-27,
     E-11




---



##### 



provided
 E-12




---



##### 



[Include if Note is Original Issue Discount
    Note
        Non-Payment
  Breach of Other Obligations
  Cross-Default
  Enforcement Proceedings
 E-13




---



##### 



Security Enforced
  Insolvency concurso mercantil
  Winding-up
  Moratorium
  Authorization and Consents
  Illegality
  Control
  Disposals
  Ley de
    Petróleos Mexicanos
 E-14




---



##### 



Analogous Events
  Guaranties
                  and/or
     E-15




---



##### 



provided
    12. THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED
    IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED
    STATES OF AMERICA.
 E-16




---



##### 



[OPTION
    TO ELECT REPAYMENT
    Dated: ­
    ­

­
    ­SignatureSign exactly as name appears on the front of
    this NoteSIGNATURE GUARANTEED:­
    ­

Fill in for registration of Notes if to be
    issued otherwise than to the registered
    Holder:Principal amount to be repaid, if the principal

Name: ­
    ­amount of this Note (principal amount
    remaining must be an authorized

Address: ­
    ­denomination)(Please print name and address, including zip code)­
    ­

SOCIAL SECURITY OR OTHER
    TAXPAYER ID NUMBER­
    ­]  E-17




---



##### 



[ABBREVIATIONS
    TEN COM -

as tenants
    in common

UNIF GIFT
    MIN ACT -
     Custodian             (Cust)            (Minor)TEN ENT -

as tenants by
    the entireties

Under
    Uniform Gifts
    to MinorsJT TEN -

as joint tenants with
    right of survivorship and
    not as tenants in common

State   Additional
    abbreviations may also be used though not in the above list.
   FOR VALUE
    RECEIVED the undersigned hereby sell(s),
    assign(s) and transfer(s) unto
  
       
  attorney     to transfer said note on the books of Petróleos Mexicanos,
    with full power of substitution in the premises.
  ­
    ­
   1
    1
 E-18




---



##### 



EXHIBIT F
  [FORM OF
    CERTIFICATE
    AS TO BENEFICIAL OWNERSHIP]
  CERTIFICATE
  PETRÓLEOS
    MEXICANOS
  [Aggregate
    principal amount and title of Series of Securities] (the
    Securities)
  Section 1.165-12(c)(1) Section 1.163-5(c)(2)(i)(D)(7)),
      
 F-1




---



##### 



­
    ­
    By:  F-2




---



##### 



EXHIBIT G
  [FORM OF
    CERTIFICATE TO BE GIVEN BY
    EUROCLEAR OR CLEARSTREAM, LUXEMBOURG]
  CERTIFICATE
  PETRÓLEOS
    MEXICANOS
  [Aggregate
    principal amount and title of Series of Securities] (the
    Securities)
  Section 1.165-12(c)(1)) Section 1.163-5(c)(2)(i)(D)(7)),
     G-1




---



##### 



Section 1.163-5(c)(2)(i)(D)(3)(i)(C).
    ­
    ­
  société anonyme.
  By:  G-2




---



##### 



EXHIBIT H
  FORM OF
    CERTIFICATE
    FOR TRANSFER FROM RESTRICTED GLOBAL
    SECURITY TO REGULATION S GLOBAL SECURITY (transfers
    pursuant to Section 3.05(b)(i)
    of the Indenture)
       Re:
    Petróleos Mexicanos [Name of Series] (the Securities)
    
      (2)
    (A) at the time the buy order was originated, the
    transferee was outside the United States or the Transferor and
    any person acting on its behalf reasonably believed that the
    transferee was outside the United States, or  (B) the transaction was executed in, on or through the
    facilities of a designated offshore securities market and
    neither the Transferor nor any person acting on our behalf knows
    that the transaction was pre-arranged with a buyer in the United
    States;     H-1




---



##### 



By:   Title:  ­
    ­
  H-2




---



##### 



EXHIBIT I
  FORM OF
    CERTIFICATE
    FOR EXCHANGE OR TRANSFER FROM RESTRICTED
    GLOBAL SECURITY TO UNRESTRICTED GLOBAL SECURITY (exchanges
    or transfers pursuant to
    Section 3.05(b)(ii) of the Indenture)
       Re:
    Petróleos Mexicanos [Name of Series] (the Securities)
    
      (2)
    (A) at the time the buy order was originated, the
    transferee was outside the United States or the Transferor and
    any person acting on its behalf reasonably believed that the
    transferee was outside the United States, or  (B)
    the transaction was executed in, on or through the facilities of
    a designated offshore securities market and neither the
    Transferor nor any person acting on our behalf knows that the
    transaction was pre-arranged with a buyer in the United States;       I-1




---



##### 



By:  Title:  ­
    ­
  I-2




---



##### 



EXHIBIT J
  FORM OF
    CERTIFICATE
    FOR EXCHANGE OR TRANSFER FROM REGULATION S
    GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY (exchanges
    or transfers pursuant to
    Section 3.05(b)(iii) of the Indenture)
       Re:
    Petróleos Mexicanos [Name of Series] (the Securities)
    
   J-1




---



##### 



By:  Title:  Dated:  J-2




---



##### 



EXHIBIT K
  FORM OF
    FREE TRANSFERABILITY CERTIFICATE
      (1)
    the Legend described in Section 3.05(c) of the Indenture
    and set forth on the Securities that are Restricted Securities
    shall be deemed removed from the Securities, in accordance with
    the terms and conditions of such Securities and as provided in
    the Indenture, without further action on the part of
    Holders; and(2)
    the restricted CUSIP number for the Securities shall be deemed
    removed from such Restricted Securities and replaced with the
    unrestricted CUSIP number set forth therein, in accordance with
    the terms and conditions of the Securities and as provided in
    Section 3.05(d) of the Indenture, without further action on
    the part of Holders.    
    By:  Title: K-1