<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>u44717e6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>
<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------


                                    FORM 6-K


                            REPORT OF FOREIGN ISSUER
                      Pursuant to Rule 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934



                         For the month of December, 2001


                                   ENI S.P.A.
             (Exact name of Registrant as specified in its charter)


                 PIAZZALE ENRICO MATTEI 1 -- 00144 ROME, ITALY
                    (Address of principal executive offices)

                          ----------------------------

         (Indicate by check mark whether the registrant files or will file
    annual reports under cover of Form 20-F or Form 40-F.)

                          Form 20-F  X   Form 40-F
                                    ---            ---
                          ----------------------------

         (Indicate by check mark whether the registrant by furnishing the
    information contained in this Form is also thereby furnishing the
    information to the Commission pursuant to Rule 12g3-2b under the Securities
    Exchange Act of 1934.)

                               Yes         No  X
                                   ---        ---

         (If "Yes" is marked, indicate below the file number assigned to the
    registrant in connection with Rule 12g3-2(b): _______________________ )

================================================================================


<PAGE>


                                TABLE OF CONTENTS





Press Release dated December 19, 2001

Press Release dated December 21, 2001

Eni S.p.A. By-laws as amended by Eni S.p.A.
Shareholders' Meeting held on December 19, 2001



<PAGE>

                                  PRESS RELEASE

ENI: EXTRAORDINARY SHAREHOLDERS' MEETING APPROVES THE PROFESSIONAL REQUIREMENTS
OF THE STATUTORY AUDITORS

Eni S.p.A. Extraordinary Shareholders' Meeting held on December 19, 2001
approved amendments to the By-laws in order to set forth the professional
requirements of the Company's Statutory Auditors, in compliance with the
Ministerial Decree No. 162, dated March 30, 2000 (the "Decree") issued by the
Minister of Justice. The professional requirements for the appointment of the
Company's Statutory Auditors, as defined by the Extraordinary Shareholders'
Meeting, are: professional activities regarding or permanent teaching in
universities in subjects as company law, business economics and corporate
finance; management activities in public entities and administrations operating
in the engineering and geological sectors.

Rome, December 19, 2001



                                  PRESS RELEASE

                    ENI: BOARD OF DIRECTORS MEETING CALENDAR

Eni will release financial results to be reviewed by the Board of Directors
during 2002, on the following dates:

     o    March 27: consolidated financial statements at December 31, 2001 and
          dividend proposals;

     o    May 8: first quarter results at March 31, 2002;

     o    July 31: second quarter results at June 30, 2002;

     o    September 18: first half results at June 30, 2002;

     o    November 13: third quarter results at September 30, 2002.

Eni's Annual Shareholders' Meeting is expected to be convened on May 29 and 30,
2002, on first and second call respectively, to approve Eni financial statements
at December 31, 2001 and dividend payment. Pursuant to Article 82, Paragraph 2,
of the Consob Deliberation No. 11971/99, Eni 2001 Financial Statements will be
made public on March 27, 2002; therefore Eni will not publish the report on the
fourth quarter 2001. Any change to the above calendar will be promptly notified.

San Donato Milanese, December 21, 2001


<PAGE>


       ENI S.P.A. BY-LAWS AS UPDATED BY THE SHAREHOLDERS' MEETING HELD ON
                               DECEMBER 19, 2001

                                     PART I
                    ESTABLISHMENT - NAME - REGISTERED OFFICE
                           AND DURATION OF THE COMPANY

     ARTICLE 1

1.1 "Eni S.p.A." resulting from the transformation of Ente Nazionale
Idrocarburi, a public law agency, established by Law 136 of February 10, 1953,
is regulated by these by-laws.

     ARTICLE 2

2.1 The registered head office of the company is located at Piazzale Enrico
Mattei 1, Rome, Italy. Eni S.p.A. branches are located in:

     o    San Donato Milanese (MI) - Via Emilia, 1;

     o    Gela (CL) - Strada Provinciale, 82.

2.2 Main representative offices, affiliates and branches may be established
and/or wound up in Italy or abroad in compliance with the law.

     ARTICLE 3

3.1 The company is expected to exist until December 31, 2100. Its duration may
be extended one or more times by resolution of the shareholders' meeting.

                                     PART II
                                 COMPANY OBJECTS

     ARTICLE 4

4.1 The company objects are the direct and/or indirect management, by way of
shareholdings in companies, agencies or businesses, of activities in the field
of hydrocarbons and natural vapours, such as exploration and development of
hydrocarbon fields, construction and operation of pipelines for transporting the
same, processing, transformation, storage, utilisation and trade of hydrocarbons
and natural vapours, all in respect of concessions provided by law.

The company also has the object of direct and/or indirect management, by way of
shareholdings in companies, agencies or businesses, of activities in the fields
of chemicals, nuclear fuels, geothermy and renewable energy sources, in the
sector of engineering and construction of industrial plants, in the mining
sector, in the metallurgy sector, in the textile machinery sector, in the water
sector, including derivation, drinking water, purification, distribution and
reuse of waters; in the sector of environmental protection and treatment and
disposal of waste, as well as in every other business activity that is
instrumental, supplemental or complementary with the aforementioned activities.
The company also has the object of managing the technical and financial
co-ordination of subsidiaries and affiliated companies as well as providing
financial assistance on their behalf. The company may perform any operations
necessary or useful for the achievement of the company objects; by way of
example, it may initiate operations involving real estate, moveable goods, trade
and commerce, industry, finance and banking asset and liability operations, as
well as any action that is in any way connected with the company objects with
the exception of public fund raising and the performance of investment services
as regulated by Legislative Decree No. 58 of February 24, 1998. The company may
take shareholdings and interests in other companies or businesses with objects
similar, comparable or complementary to its own or those of companies in which
it has holdings, either in Italy or abroad, and it may provide real and or
personal bonds for its own and others' obligations, especially guarantees.

                                    PART III
                         CAPITAL - SHAREHOLDINGS - BONDS

     ARTICLE 5

5.1 The company capital is euro 4,001,116,976 (four billion one million one
hundred and sixteen thousand nine hundred and seventy-six) represented by
4,001,116,976 (four billion one million one hundred and sixteen thousand nine
hundred and seventy-six) shares of ordinary stock with a nominal value of euro 1
(one) each.

5.2 Shares may not be split up and each share is entitled to one vote.

5.3 The fact of being a Shareholder in itself constitutes approval of these
by-laws.

5.4 Pursuant to Article 2443 of the Civil Code, the Board of Directors is
delegated to increase the company capital, for no consideration and within July
31, 2001, in more times, pursuant to Article 2349 of the Civil Code, up to euro
3,500,000 (three million five hundred thousand). The Board may therefore issue
up to 3,500,000 (three million five hundred thousand) shares of ordinary stock
at the nominal value of euro 1 (one)

<PAGE>

each, bearing regular coupon, by using the Reserve for the issue of shares
pursuant to Article 2349 of the Civil Code for a corresponding amount. The
shares to be issued will be assigned pursuant to Article 2349 of the Civil Code
to managers employed by the company and its subsidiaries controlled directly or
indirectly by Eni S.p.A. pursuant to Article 2359 of the Civil Code who have
achieved the pre-set annual corporate and individual targets. The shares will be
offered for subscription for no consideration within a month from the expiration
of a three-year term commencing as of the date of the communication of the
commitment of the offer to the assignee.

The Board of Directors is empowered to adopt any act to define terms and
conditions for the execution of the share capital increase, including but not
limited to the approval of the "Regulations of the Plan of Assignation of Eni
S.p.A. shares to be issued pursuant to Article 2349 of the Civil Code".

5.5 Pursuant to Article 2443 of the Civil Code, the Board of Directors may
increase, within December 31, 2000, the company capital up to euro 15,000,000
(fifteen million). The Board may therefore issue up to 15,000,000 (fifteen
million) shares of ordinary stock, nominal value euro 1 (one) each, bearing
regular coupon. The capital increase will be executed through cash payment; the
related shareholders' pre-emptive rights will be excluded pursuant to Article
2441, last Paragraph of the Civil Code and Article 134, second and third
Paragraph, of Legislative Decree No. 58 dated February 24, 1998.

The shares to be issued will be offered for subscription to Senior Managers
employed by the company and its subsidiaries controlled directly or indirectly
by Eni S.p.A. pursuant to Article 2359 of the Civil Code in those positions
qualified by Eni S.p.A. Board of Directors, according to Eni evaluation
criteria, as those that mainly contribute to Eni Group results. The offer is
subject to the achievement in the months of July 2001 and July 2002 by Eni
shares market price of the targets pre-set by Eni S.p.A. Board of Directors. The
achievement of the sole target price for the year 2002 enables the exercise of
the entire number of the subscription rights assigned.

The subscription price of the shares to be issued is the arithmetic average of
the official prices of Eni shares recorded on the electronic stock market,
organised and managed by the Italian Stock Exchange (Borsa Italiana S.p.A.) in
each of the 30 calendar days preceding the date of the Board resolution of the
capital increase. The Board of Directors is empowered to adopt any act to define
terms and conditions for the execution of the share capital increase, including
but not limited to the approval of the "Regulations of the Stock Options Plan".

     ARTICLE 6

6.1 Pursuant to Article 3 of Law Decree 332 of May 31, 1994, converted with
amendments into Law 474 of July 30, 1994, no one, in any capacity, may own
company shares that entail a holding of more than 3 per cent of voting share
capital.

Such maximum shareholding limit is calculated by taking into account the
aggregate shareholding held by the controlling entity, either a physical or
legal person or company; its directly or indirectly controlled entities, as well
as entities controlled by the same controlling entity; affiliated entities as
well as people related to the second degree by blood or marriage, also in the
case of a legally separated spouse. Control exists, with reference also to
entities other than companies, in the cases envisaged by Article 2359,
paragraphs 1 and 2 of the Civil Code. Affiliation exists in the case set forth
in Article 2359, paragraph 3 of the Civil Code as well as between entities that
directly or indirectly, by way of subsidiaries, other than those managing
investment funds, are bound, even with third parties, in agreements regarding
the exercise of voting rights or the transfer of shares or portions of third
companies or, in any event, in agreements or pacts as per Article 122 of
Legislative Decree No. 58 of February 24, 1998 regarding third party companies
if said agreements or pacts concern at least 10 per cent of the voting capital,
if they are listed companies, or 20 per cent if they are unlisted companies.

The aforementioned shareholding limit (3 per cent) is calculated by taking into
account shares held by any fiduciary nominee or intermediary. Any voting rights
attributable to voting capital held or controlled in excess of the maximum limit
indicated in the foregoing cannot be exercised and the voting rights of each
entity to whom such limit on shareholding applies are reduced in proportion,
unless otherwise jointly provided in advance by the parties involved. In the
event that shares exceeding this limit are voted, any Shareholders' resolution
adopted pursuant to such a vote may be challenged pursuant to Article 2377 of
the Civil Code, if the required majority had not been reached without the votes
exceeding the aforementioned maximum limit. Shares not entitled to vote are
included in the determination of the quorum at shareholders' meetings. 6.2
Pursuant to Article 2, paragraph 1 of Law Decree 332 of May 31, 1994, converted
with amendments into Law 474 of July 30, 1994, the Minister of Treasury, Budget
and Economic Planning in agreement with the Minister of Industry, Trade and
Crafts, retains the following special powers sanctioned in the forms envisaged
by the aforementioned Law 474 of 1994:

a)   approval to be expressly granted on the acquisition of material
     shareholdings by entities affected by the shareholding limit as set forth
     in Article 3 of Law Decree 332 of May 31, 1994, converted with amendments
     into Law 474 of July 30, 1994, by which are meant those representing 3 per
     cent of share

<PAGE>

     capital with the right to vote at the ordinary shareholders' meeting.
     Approval must be granted within sixty days of the date of notice which must
     be filed by the Board of Directors at the time request is made for
     registration in the Shareholders' book. Until approval is granted and, in
     any case, after expiration of the term, the transferee can not exercise
     voting rights and, in any case, non economic rights connected with the
     shares that represent a material shareholding. In the event that approval
     is denied or the term expires without such approval, the transferee must
     sell said shares within one year. Failing to comply, the law courts, at the
     request of the Minister of Treasury, Budget and Economic Planning, will
     order the sale of shares that represent a material shareholding according
     to the procedures as per Article 2359-ter of the Civil Code;

b)   approval to be expressly granted as condition for the validity of
     Shareholders' or other agreements as per Article 122 of Legislative Decree
     No. 58 of February 24, 1998, involving 3 per cent or more of the share
     capital with the right to vote at ordinary shareholders' meetings. Until
     approval of such Shareholders' or other agreement is granted and, in any
     case, after expiration of the term, the Shareholders participating in such
     agreement can not exercise voting rights and, in any case, non economic
     rights connected with the shares. The power of approval must be exercised
     within sixty days of the date when CONSOB notifies the Ministry of
     Treasury, Budget and Economic Planning of pertinent pacts and agreements as
     per the aforementioned Article 122 of Legislative Decree No. 58 of February
     24, 1998. In the event such approval is denied or the term expires without
     such approval, such agreements are ineffective;

c)   veto power with respect to resolutions to dissolve the company, to transfer
     the business, to merge, to demerge or to transfer the company's registered
     office abroad, to change the company objects and to amend the by-laws
     cancelling or modifying the powers as per letters a), b), c) and d) of this
     Article;

d)   appointment of one member to the Board of Directors and one member to the
     Board of Statutory Auditors. Should such appointed Director or Auditor
     lapse, the Minister of Treasury, Budget and Economic Planning in agreement
     with the Minister of Industry, Trade and Crafts, will appoint his
     corresponding replacement.

     ARTICLE 7

7.1 When shares are fully paid, and if the law so allows, they may be issued to
the bearer. Bearer shares may be converted into registered shares and
vice-versa. Conversion operations are performed at the Shareholder's expense.

     ARTICLE 8

8.1 In the event, and for whatever reason, a share belongs to more than one
person, the rights relating to said share may not be exercised by other than one
person or by a proxy for all co-owners.

     ARTICLE 9

9.1 The shareholders' meeting may resolve to increase the company capital and
establish terms, conditions and means thereof. 9.2 The shareholders' meeting may
resolve to increase the company capital by issuing shares, including shares of
different classes, to be assigned for no consideration pursuant to Article 2349
of the Civil Code.

     ARTICLE 10

10.1 Payments on shares are requested by the Board of Directors in one or more
times.

10.2 Shareholders who are late in payment are charged an interest calculated at
the official discount rate established by the Bank of Italy besides the
provisions envisaged in Article 2344 of the Civil Code.

     ARTICLE 11

11.1 The company may issue bonds, including convertibles and warrant bonds in
compliance with the law. 11.2 Pursuant to Article 2420-ter of the Civil Code,
the Board of Directors may issue bonds, in one or more times and in one or more
tranches, including bonds convertible into shares issued by Eni S.p.A.
controlled subsidiaries and/or warrant bonds to purchase and/or subscribe shares
of Eni S.p.A. controlled subsidiaries, within an amount of euro 2,582,284,000
(two billion five hundred eighty-two million two hundred eighty-four thousand).
Bonds may be issued for a period of five years commencing as of the date of June
19, 1997. The Board of Directors is empowered to adopt any act, including but
not limited to the fixing of yield, duration and regulation of the issues.

                                     PART IV
                              SHAREHOLDERS' MEETING

     ARTICLE 12

12.1 Ordinary and extraordinary shareholders' meetings are usually held at the
company registered office unless otherwise resolved by the Board of Directors,
provided however they are held in Italy.

<PAGE>

12.2 Ordinary meetings must be called at least once a year to approve the
financial statements, within six months of the end of the business year, also
considering the holding and financial nature of the company's activity conducted
pursuant to Article 4 of these by-laws.

     ARTICLE 13

13.1 Attendance to the Meeting requires that all shares, including registered
shares, be deposited in advance in compliance with the law and as set forth in
the notice of the Meeting, that must be published also in compliance with the
rules in force regulating the exercise of the vote by mail.

     ARTICLE 14

14.1 Each Shareholder entitled to attend the Meeting may also be represented in
compliance with the law by a person appointed by written proxy. Incorporated
entities and companies may attend the Meeting by way of a person appointed by
written proxy. In order to simplify collection of proxies issued by Shareholders
who are employees of the company or its subsidiaries and members of Shareholders
associations incorporated under and managed pursuant to current legislation
regulating proxies collection, notice boards for communications and rooms to
allow proxies collection are made available to said associations according to
terms and conditions agreed from time to time by the company with the
associations representatives.

14.2 The Chairman of the Meeting has to assure the regularity of written proxies
and, in general, the right to attend the Meeting.

14.3 The right to vote may also be exercised by mail according to the laws and
regulations in force concerning this matter.

14. Eni S.p.A. shareholders' meetings are disciplined by Eni S.p.A.'s
shareholders' meeting Regulation approved by the ordinary shareholders' meeting.

     ARTICLE 15

15.1 The Meeting is chaired by the Chairman of the Board of Directors, or in the
event of absence or impediment, by the Managing Director; in absence of both, by
another person, duly delegated by the Board of Directors, failing which the
Meeting may elect its own Chairman.

15.2 The Chairman of the Meeting is assisted by a Secretary, who need not be a
Shareholder, to be designated by the Shareholders present, and may appoint one
or more scrutineers.

     ARTICLE 16

16.1 The ordinary shareholders' meeting decides on all the matters for which it
is legally entitled and on the transfer of the business.

16.2 Resolutions either at ordinary or extraordinary meetings, either on first,
second or third call, must be taken with the majority required by the law in
each case.

16.3 Resolutions of the Meeting taken in compliance with the law and these
by-laws are binding for all Shareholders even if absent or dissenting.

16.4 The minutes of ordinary meetings must be signed by the Chairman and the
Secretary.

16.5 The minutes of extraordinary meetings must be drawn up by a notary public.

                                     PART V
                             THE BOARD OF DIRECTORS

     ARTICLE 17

17.1 The company is managed by a Board of Directors consisting of no fewer than
three and no more than nine members. The shareholders' meeting determines the
number within these limits.

17.2 The Board of Directors is appointed for a period of up to three years and
may be reappointed pursuant to Article 2383 of the Civil Code.

17.3 The Board members, except for the one appointed pursuant to Article 6.2,
letter d) of these by-laws, are appointed by the shareholders' meeting on the
basis of lists presented by Shareholders and by the Board of Directors, in such
lists the candidates must be listed in numerical order. Should the retiring
Board of Directors present its own candidate list, it must be deposited at the
company's registered office and published in at least three Italian newspapers
of general circulation, two of them business dailies, at least twenty days
before the date set for the first call of the shareholders' meeting. Candidate
lists presented by Shareholders must be deposited at the company registered
office and published as indicated in the foregoing at least ten days before the
date set for the first call of the shareholders' meeting. Each Shareholder may
present or take part in the presenting of only one candidate list and each
candidate may appear in one list only or he will be ineligible. Only those
Shareholders who, alone or together with other Shareholders, represent at least
1 per cent of voting share capital at the ordinary shareholders' meeting may
present candidate lists. In order to demonstrate the title on the number of
shares necessary to present candidate lists, the Shareholders must present
and/or deliver to the company registered office a copy of the admission tickets
issued by the depositaries of their shares at least five days prior to the date
set for the first

<PAGE>

call of the shareholders' meeting. Together with each list, within the
aforementioned time limits, statements must be presented in which each candidate
accepts his nomination and attests, in his own responsibility, that he possesses
the requisites required by the norms in force for the corresponding appointments
and that causes for his ineligibility and incompatibility are non existing.

Each person entitled to vote may vote for a candidate list only.

Board members will be elected in the following manner:

a)   seven tenths of the members to be elected will be drawn out from the
     candidate list that receives the majority of votes expressed by the
     Shareholders in the numerical order in which they appear on the list,
     rounded off in the event of a fractional number to the next lower number;

b)   the remaining Board members will be drawn out from the other candidate
     lists; to this purpose the votes obtained by each candidate list will be
     divided by one or two depending on the number of the members to be elected.
     The quotients thus obtained will be assigned progressively to candidates of
     each said list in the order given in the lists themselves. Quotients thus
     assigned to candidates of said lists will be set in one decreasing
     numerical order. Those who obtain the highest quotients will be elected.

     In the event that more than one candidate obtains the same quotient, the
     candidate elected will be the one of the list that has not hitherto had a
     Board member elected or that has elected the least number of Board members.

     In the event that none of the lists has yet elected a Board member or that
     all of them have elected the same number of Board members, the candidate
     from all such lists who has obtained the largest number of votes will be
     elected. In the event of equal list votes and equal quotient, a new vote
     will be taken by the entire shareholders' meeting and the candidate elected
     will be the one who obtains a simple majority of the votes;

c)   to appoint Board members for any reason not covered by the terms of the
     aforementioned procedure, the shareholders' meeting will make a resolution
     with the majorities prescribed by the law.

17.4 The shareholders' meeting may, even during the Board's term of office,
change the number of members of the Board of Directors, always within the limits
set forth in paragraph 17.1 above, and make the relating appointments. Board
members so elected will expire at the same time as the rest of the Board.

17.5 If during the term of office one or more members leave the Board, action
will be taken in compliance with Article 2386 of the Civil Code with exception
of the Board member appointed pursuant to Article 6.2 letter d) of these
by-laws. If a majority of members leaves the Board, the whole Board will be
considered lapsed and the Board must promptly call a shareholders' meeting to
appoint a new Board.

     ARTICLE 18

18.1 If the shareholders' meeting has not appointed a Chairman, the Board will
elect one of its members.

18.2 The Board, at the Chairman's proposal, appoints a Secretary, who need not
belong to the company.

     ARTICLE 19

19.1 The Board meets in the place indicated in the notice whenever the Chairman
or, in case of absence or impediment, the Managing Director deems necessary, or
when written application has been made by the majority of the members. The Board
of Directors may be convened also pursuant to Article 28.4 of the by-laws. The
Board of Directors' meetings may be held by videoconference if each of the
participants to the meetings may be identified and if each is allowed to follow
the discussion and take part to it in real time. If said conditions are met, the
Meeting is considered duly held in the place where the Chairman and the
Secretary are present.

19.2 Usually notice is given at least five days in advance. In cases of urgency
notice may be sent earlier. The Board of Directors decides on how to convene its
meetings.

19.3 The Board of Directors must likewise be convened when so requested by at
least two Board members or by one member if the Board consists of three members
to decide on a specific matter considered of particular importance, pertaining
to management, matter to be indicated in the request. In this case, if the Board
of Directors' meeting is not called within 15 days, or if no resolution can be
taken because there is not a quorum or the Meeting is not held within thirty
days, such decision must be put to the shareholders' meeting, should such
request be made by at least two Board members or by one if the Board consists of
three members. The shareholders' meeting will be called promptly by the Board of
Directors or, failing that, by the Board of Statutory Auditors.

     ARTICLE 20

20.1 The Chairman of the Board or, in his absence, the oldest Board member in
attendance chairs the Meeting.

     ARTICLE 21


<PAGE>

21.1 A majority of members of the Board must be present for a Board meeting to
be valid.

21.2 Resolutions are taken with a majority vote of those present; should votes
be equal, the person who chairs the Meeting has a casting vote.

     ARTICLE 22

22.1 Resolutions of the Board are entered in the minutes, which are recorded in
a book kept for that purpose pursuant to the law, and said minutes are signed by
the Chairman of the Meeting and by the Secretary. 22.2 Copies of the minutes are
bona fide if they are signed by the Chairman or the person acting for him and
countersigned by the Secretary.

     ARTICLE 23

23.1 The Board of Directors is invested with the fullest powers for ordinary and
extraordinary management of the company and, in particular, the Board has the
power to perform all acts it deems advisable for the implementation and
achievement of the company objects, except for the acts that the law or these
by-laws reserve for the shareholders' meeting.

23.2 The Board of Directors and the Managing Director report timely, at least
every three months and however in the Board of Directors meetings, to the Board
of Statutory Auditors on the activities and on the most relevant operations
regarding the operational, economic and financial management of the company and
its subsidiaries; in particular the Board of Directors and the Managing Director
report to the Board of Statutory Auditors on operations entailing potential
conflicts of interest.

     ARTICLE 24

24.1 The Board of Directors delegates its powers to one of its members in
compliance with the limits set forth in Article 2381 of the Civil Code; in
addition the Board of Directors may delegate powers to the Chairman for
researching and promoting integrated projects and strategic international
agreements. The Board of Directors may at any time withdraw the delegations of
powers hereon; if the Board of Directors withdraws powers delegated to the
Managing Director, a new Managing Director is simultaneously appointed.

The Board of Directors, upon proposal of the Chairman and in agreement with the
Managing Director, may confer powers for single acts or categories of acts on
other members of the Board of Directors. The Chairman and the Managing Director,
in compliance with the limits of their delegations, may delegate and empower
company employees or persons not belonging to the company to represent the
company for single acts or specific categories of acts.

Further, on proposal of the Managing Director and in agreement with the
Chairman, the Board of Directors may also appoint one or more General Managers
and determines the powers to be conferred to them.

     ARTICLE 25

25.1 Legal representation towards any judicial or administrative authority and
towards third parties, together with the company signature, are vested either
onto the Chairman or the Managing Director.

     ARTICLE 26

26.1 The Chairman and the members of the Board are remunerated in an amount
established by the ordinary shareholders' meeting. Said resolution, once taken,
will remain valid for subsequent business years until the shareholders' meeting
decides otherwise.

     ARTICLE 27

27.1 The Chairman:

a)   represents the company according to the provisions of Article 25.1;

b)   chairs the shareholders' meeting pursuant to Article 15.1;

c)   convenes and chairs meetings of the Board of Directors pursuant to Articles
     19.1 and 20.1;

d)   ascertains whether Board resolutions have been implemented;

e)   exercises the powers delegated to him by the Board of Directors pursuant to
     Article 24.1 of these by-laws.

                                    PART VI
                          BOARD OF STATUTORY AUDITORS

     ARTICLE 28

28.1 The Board of Statutory Auditors consists of five effective members and two
alternate members. The Auditors shall have the professional and honour
requirements set forth by the Ministerial Decree No. 162, dated March 30, 2000
issued by the Ministry of Justice.

Pursuant to the aforementioned Ministerial Decree, the matters strictly
connected to those of interest of the Company are: companies law, business
economics and corporate finance.

Pursuant to said Ministerial Decree, the sectors strictly connected with those
of interest of the Company are the engineering and geological sectors.

Those who are already appointed effective auditor in at least five companies
with securities listed on

<PAGE>

regulated securities markets other than Eni S.p.A. subsidiaries may not be
appointed Statutory Auditor; if elected, they will lapse.

28.2 The effective Auditors, except for the one appointed pursuant to Article
6.2 letter d) of these by-laws, and the alternate Auditors are appointed by the
shareholders' meeting on the basis of lists presented by the Shareholders; in
such lists candidates are listed in numerical order. For the presentation,
deposit and publication of candidate lists the procedures set forth in Article
17.3 apply.

Lists shall be divided into two sections: the first one for the
candidates to be appointed effective Auditors and the second one for the
candidates to be appointed alternate Auditors. At least the first candidate of
each section shall be chartered accountant and have exercised audit activities
for at least three years.

Two effective Auditors and one alternate Auditor will be drawn in such order
from the list with the majority of votes. The other two effective Auditors and
the other alternate Auditor will be appointed pursuant to Article 17.3, letter
b) of the by-laws. The procedure described in this last Article shall be applied
to each section of the lists involved separately.

To appoint effective or alternate Auditors for any reason not elected according
to the terms of the aforementioned procedure, the shareholders' meeting will
make a resolution with the majorities prescribed by the law.

The chairmanship of the Board of Statutory Auditors will go to the Auditor
appointed pursuant to Article 6.2, letter d) of these by-laws. Should an
effective Auditor drawn out from the candidate list that receives the majority
of votes expressed by the Shareholders be replaced, he will be succeeded by the
alternate Auditor drawn out from the same candidate list; should an effective
Auditor drawn out from the other candidate list be replaced, he will be
substituted pursuant to Article 17.3, letter b) of the by-laws; should the
Chairman of the Board of the Statutory Auditors be replaced, Article 6.2, letter
d) of these by-laws shall apply. 28.3 Retiring Auditors may be reelected.

28.4 Subject to a previous communication to the Chairman of the Board of
Directors, the Board of Statutory Auditors is empowered to convene the
shareholders' meeting and the Board of Directors. At least two effective
Auditors are empowered to convene the shareholders' meeting and the Board of
Directors, too.

                                    PART VII
                        FINANCIAL STATEMENTS AND PROFITS

     ARTICLE 29

29.1 The business year ends on December 31 every year.

29.2 At the end of each business year, the Board of Directors sees to the
preparation of the company financial statements in conformity with the law.

29.3 The Board of Directors may, during the course of the business year, pay
interim dividends to the Shareholders.

     ARTICLE 30

30.1 Dividends not collected within five years of the day on which they are
payable will be prescribed in favour of the company and allocated to reserves.

                                    PART VIII
                           WINDING UP AND LIQUIDATION
                                 OF THE COMPANY

     ARTICLE 31

31.1 In the event the company is wound up, the shareholders' meeting will decide
the manner of liquidation, appoint one or more liquidators and determine their
powers and remuneration.

                                     PART IX
                               GENERAL PROVISIONS

     ARTICLE 32

32.1 For matters not expressly regulated by these by-laws, the norms of the
Civil Code and specific laws concerning these matters will apply.

32.2 The Ministry of Treasury, Budget and Economic Planning may retain his
shareholding in the company share capital in excess of the limit set forth in
Article 6.1 of these by-laws and will not be subject to the provisions of said
Article 6.1 for the period set by the law.

     ARTICLE 33

33.1 The company retains all assets and liabilities held before its
transformation by the public law agency Ente Nazionale Idrocarburi.

<PAGE>



                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.


                                                 Eni S.p.A.


                                         -------------------------
                                         Name : Roberto Jaquinto
                                         Title: Executive Officer
                                                for Administration




</TEXT>
</DOCUMENT>
