Pricing Agreement

Exhibit 1.1

Pricing Agreement

August 26, 2009

Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx of America

X. X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx of America

As Representatives of the several
Underwriters named in Schedule I hereto,

Dear Sirs:

The Republic of South Africa (“South Africa”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated September 26, 2007 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, South Africa agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from South Africa, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

Set forth in Schedule III hereto is a complete list of Issuer Free Writing Prospectuses used in connection with offers relating to the Designated Securities.

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and South Africa. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to South Africa for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.

(signature page follows)

Very truly yours,
REPUBLIC OF SOUTH AFRICA
By:		/s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx
		Title: Deputy Director
Accepted as of the date hereof:
BARCLAYS CAPITAL INC.
By:		/s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx
		Title: Director
X. X. XXXXXX SECURITIES INC.
By:		/s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx
		Title: Executive Director

On behalf of Barclays Capital Inc. and X. X. Xxxxxx Securities Inc. and each of the other Underwriters

Signature Page to Pricing Agreement

SCHEDULE I

		Principal Amount
		of Designated
		Securities to be
Underwriter		Purchased
Barclays Capital Inc.		$	200,000,000
X. X. Xxxxxx Securities Inc.		$	200,000,000
Standard Bank Plc		$	100,000,000
Total		$	500,000,000

SCHEDULE II

Title of Designated Securities:

6.875% Notes due 2019.

Aggregate principal amount:

US$500,000,000 (brings total size to US$2,000,000,000).

Price to public:

107.511% of the principal amount of the Designated Securities, plus accrued interest from May 27, 2009.

Purchase price by Underwriters:

107.511% of the principal amount of the Designated Securities, plus accrued interest from May 27, 2009.

Applicable Time:

1:00 p.m. on August 26, 2009.

Specified funds for payment of purchase price:

Immediately available funds.

Fiscal Agency Agreement:

Amended and Restated Fiscal Agency Agreement dated as of May 15, 0000, xxxxxxx Xxxxx Xxxxxx and Deutsche Bank Trust Company Americas, as Fiscal Agent.

Maturity:

May 27, 2019.

Interest rate:

6.875%.

Interest payment dates:

May 27 and November 27 of each year, commencing November 27, 2009.

Redemption provisions:

None.

Single Series:

The Notes will be issued with the intent and purpose that upon approval of the Prospectus Supplement dated August 26, 2009 by the CSSF and admission to trading and listing on the Luxembourg Stock Exchange, they will be a further issuance of, and will be consolidated to form a single series with, the US$1,500,000,000 aggregate principal amount of South Africa’s outstanding 6.875% Notes due 2019 that were previously issued on May 27, 2009. This may not occur immediately following closing.

Sinking fund provisions:

None.

Time of Delivery:

10 a.m., New York time on September 4, 2009.

Closing location:

Office of Linklaters LLP
1345 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx of America

Names and addresses of Representatives:

Designated Representatives:

Barclays Capital Inc.

X. X. Xxxxxx Securities Inc.

Address for Notices, etc.:

Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx of America

X. X. Xxxxxx Securities Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx of America

Selling restrictions:

As listed in the section entitled “Jurisdictional Restrictions” of the Preliminary Prospectus Supplement dated August 26, 2009.

Listings:

The Luxembourg Stock Exchange.

SCHEDULE III

1. Final Term Sheet dated August 26, 2009 containing the final terms of the Designated Securities and filed with the Commission under Rule 433 under the Securities Act of 1933.

2. Final Term Sheet dated August 27, 2009 containing the final terms of the Designated Securities substantially in the form set forth in Schedule IV hereto and filed with the Commission under Rule 433 under the Securities Act of 1933, which updated and replaced the Final Term Sheet dated and filed with the Commission on August 26, 2009.

SCHEDULE IV

[Term Sheet as filed with the Commission]

Filed Pursuant to Rule 433
Registration Statement No.: 333-146334

August 27, 2009

The following final term sheet is being filed in order to correct a typographical error in the accrued interest calculation per US$1,000 principal amount contained in the final term sheet filed by the Republic of South Africa (the “Republic”) with the SEC on August 26, 2009 in connection with the issuance of the Republic’s US$500,000,000 6.875% Notes due 2019. The following final term sheet shall be deemed to update and replace the previous final term sheet filed with the SEC on August 26, 2009.

Final Term Sheet

*** FINAL PRICING TERMS ON THE REPUBLIC OF SOUTH AFRICA NOTES ***

ISSUER: REPUBLIC OF SOUTH AFRICA

SECURITIES: GLOBAL NOTES

EXPECTED RATINGS: A3/BBB+/BBB+

FORMAT: SEC REGISTERED GLOBAL (NO. 333-146334)

SIZE: US$500,000,000 (brings total size to US$2,000,000,000)

FURTHER ISSUANCE: The Notes offered hereby (the “Notes”) are a further issuance of the US$1,500,000,000 aggregate principal amount of the 6.875% Notes due 2019 that were previously issued on May 27, 2009 (the “May Notes”). The Notes will form a single series with the May Notes and will both have the same terms other than the initial offering price. The Notes and the May Notes will have the same CUSIP and ISIN numbers and will trade interchangeably. This may not occur immediately upon settlement. Upon completion of this offering, US$2,000,000,000 aggregate principal amount of 6.875% Notes due 2019 will be outstanding.

MATURITY: MAY 27, 2019

SETTLEMENT: SEPTEMBER 4, 2009 (T+7)

SPREAD: +240bps

YIELD: 5.85%

BENCHMARK UST: 3.625% due Aug-2019

BENCHMARK UST YIELD: 3.45%

BENCHMARK UST PRICE: 101-15

PRICE TO PUBLIC: 107.511% (plus accrued interest totaling US$9,262,152.78 or US$18.52 per US$1,000 principal amount of global bonds from May 27, 2009)

COUPON: 6.875% PER ANNUM, PAYABLE SEMI-ANNUALLY

INTEREST PAYMENT DATES: MAY 27 AND NOVEMBER 27, BEGINNING NOVEMBER 27, 2009

REDEMPTION: NOT REDEEMABLE BY THE ISSUER PRIOR TO MATURITY

MINIMUM DENOMINATIONS: US$100,000 AND INTEGRAL MULTIPLES OF US$1,000 IN EXCESS THEREOF

CUSIP: 000000XX0

ISIN: US836205AM61

JOINT LEAD MANAGERS: BARCLAYS CAPITAL INC. AND X. X. XXXXXX SECURITIES INC.

Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

A prospectus supplement of the Republic of South Africa accompanies the free-writing prospectus and is available from the SEC’s website at xxx.xxx.xxx/Xxxxxxxx/xxxxx/xxxx/000000/000000000000000000/x00000x0x000x0.xxx.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital at (1) (000) 000-0000 (USA toll free), x0 000-000-0000 (collect) or x00 00 0000 0000 (London); or X.X. Xxxxxx at x0 000-000-0000 (collect).