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BELIZE: $546,786,000 U.S. Dollar Bonds Due 2029 (the "New Bonds")

The New Bonds will be general, direct, unconditional, unsubordinated and unsecured obligations of Belize and will rank equally with all other existing and future unsubordinated and unsecured Public Debt of Belize. The New Bonds will be backed by the full faith and credit of Belize.

The New Bonds will be issued pursuant to an indenture with The Bank of New York, as Trustee for the bondholders, and will be governed by the law of the State of New York. Eligible Claims (as defined below) are entitled to be exchanged for the New Bonds.
An investment in the New Bonds involves a high degree of risk. See "Risk Factors" beginning on page 10 of this listing memorandum.

The New Bonds have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction. The New Bonds will be offered only to qualified institutional buyers in the United States under Rule 144A of the Securities Act and to persons outside the United States under Regulation S of the Securities Act. The New Bonds will be subject to restrictions on resale under applicable law. See "Notice to Investors".

Delivery of the New Bonds will be made on or about February 20, 2007. The New Bonds will be delivered in book-entry form through the facilities of The Depository Trust Company, Euroclear Bank S.A./N.V. and Clearstream Banking, soci�t� anonyme. Belize intends to apply to admit the New Bonds to listing on the Luxembourg Stock Exchange and to trading on the Euro MTF market.