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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001156973-02-000017.txt : 20020414
<SEC-HEADER>0001156973-02-000017.hdr.sgml : 20020414
ACCESSION NUMBER:		0001156973-02-000017
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20020131
FILED AS OF DATE:		20020201

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENI SPA
		CENTRAL INDEX KEY:			0001002242
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		6-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14090
		FILM NUMBER:		02524337

	BUSINESS ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME 00144 ITALY
		STATE:			L6
		ZIP:			00000
		BUSINESS PHONE:		011390659822449

	MAIL ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME 00144 ITALY
		STATE:			L6
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>u44841e6-k.htm
<DESCRIPTION>FORM 6-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e6-k</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
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<P align="center"><FONT size="2"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</FONT>

<P align="center"><FONT size="2">Washington, D.C. 20549
</FONT>
<P>
<HR size="1" width="20%" noshade>

<P align="center"><FONT size="2"><B>Form&nbsp;6-K</B>
</FONT>
<P align="center"><FONT size="2"><B>REPORT OF FOREIGN ISSUER</B><BR>
Pursuant to Rule&nbsp;13a-16 or 15d-16 of<BR>
the Securities Exchange Act of 1934
</FONT>
<P align="center"><FONT size="2">For the month of January, 2002
</FONT>

<P align="center"><FONT size="2"><B>Eni S.p.A.</B><BR>
(Exact name of Registrant as specified in its charter)
</FONT>

<P align="center"><FONT size="2"><B>Piazzale Enrico Mattei 1
&#150;&nbsp;&nbsp;00144 Rome, Italy</B><BR>
(Address of principal executive offices)
</FONT>

<P>
<HR size="1" width="20%" noshade>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Indicate by check mark whether the registrant files or will file
annual reports under cover of Form&nbsp;20-F or Form&nbsp;40-F.)
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
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        <TD width="53%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="42%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Form&nbsp;20-F &#091;X&#093;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
Form&nbsp;40-F &#091;&nbsp;&nbsp;&nbsp;&#093;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="20%" noshade>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(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&nbsp;12g3-2b under the
Securities Exchange Act of 1934.)
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
        <TD width="50%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Yes &#091;&nbsp;&nbsp;&nbsp;&#093;</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
No &#091;X&#093;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(If &#147;Yes&#148; is marked, indicate below the file number assigned to the
registrant in connection with
Rule&nbsp;12g3-2(b):<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>&nbsp;)
</FONT>
<P>
<HR size="1" noshade color="#000000" style="margin-top: -5px">
<HR size="4" noshade color="#000000" style="margin-top: -14px">

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<P align="center"><FONT size="2"><B>TABLE OF CONTENTS</B>
</FONT>

<P><FONT size="2">Press Release dated January&nbsp;15, 2002
</FONT>
<P><FONT size="2">Press Release dated January&nbsp;30, 2002
</FONT>
<P><FONT size="2">Eni S.p.A. By-laws as amended by the establishment of the branch in San Donato
Milanese (Milan), Piazza Ezio Vanoni, 1, consequent to the effectiveness, as of
February, 1 2002, of the Deed of Merger of Snam S.p.A. into Eni S.p.A.
</FONT>
<P><FONT size="2">Press Release dated January&nbsp;31, 2002
</FONT>

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<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="40%">
<TR valign="bottom">
        <TD width="50%">&nbsp;</TD>
        <TD width="50%">&nbsp;</TD>
</TR>

<TR valign="bottom">
        <TD>&nbsp;</TD>
        <TD valign="top"><FONT size="2">Eni S.p.A</FONT></TD>
</TR>

<TR>
        <TD>&nbsp;</TD>
<TD><FONT size="2"><HR size="1" align="left" width="100%" noshade></FONT></TD></TR>
<TR valign="bottom">
        <TD>&nbsp;</TD>
        <TD valign="top"><FONT size="2">Name: Roberto Jaquinto<BR>
Title: &nbsp;&nbsp;Executive Officer<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;for Administration</FONT></TD>
</TR>
</TABLE>
</CENTER>
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<P align="center"><FONT size="2"><B>PRESS RELEASE</B>
</FONT>

<P align="left"><FONT size="2"><B>Eni Presents its Strategic Plan to the Financial Community</B>
</FONT>

<P><FONT size="2">Mr Vittorio Mincato, Chief Executive Officer of Eni, presented to the financial
community, yesterday in Milan, Eni&#146;s 2001-2005 Strategic Plan, highlighting the
significant results achieved over the period 2000-2001 and announcing the new
development targets to 2005. Production will reach 1.7&nbsp;million barrels a day by
then. In December 2001 average daily production was 1.440&nbsp;million barrels while
at the beginning of January it climbed to 1.494&nbsp;million barrels thus confirming
the great advance with which the target of 1.5&nbsp;million barrels a day, scheduled
for 2003, was reached.
</FONT>
<P><FONT size="2">Mr Mincato has furthermore confirmed that the cost-cutting program is being
implemented with satisfactory results: already about 60% of the saving target
at 2003 was achieved, for a total amount of about 2&nbsp;billion euro. The new
target to 2005 is 3&nbsp;billion euro including 600&nbsp;million euro coming from the
scheduled divestment from petrochemical activities.
</FONT>
<P><FONT size="2">The buy-back program is still going on with 155&nbsp;million shares already bought,
corresponding to 3.9% of the share capital, for a total amount of 2.1&nbsp;billion
euro. The Board of Directors will call the next Shareholders&#146; Meeting to
resolve upon an increase of the buy-back from 3.4 to 5.4&nbsp;billion euro.
</FONT>
<P><FONT size="2">Net financial debt at the end of 2001 was about 9.7&nbsp;billion euro with an
increase of 2&nbsp;billion euro over the previous year, after technical and
financial investments and the buy-back program for a total amount of 13.5
billion euro.
</FONT>
<P><FONT size="2">The debt to equity ratio in 2001 remained basically unchanged at 0.32,
confirming the financial strength of the Group.
</FONT>
<P><FONT size="2">San Donato Milanese, January&nbsp;15, 2002
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><B>Press Release</B>
</FONT>

<P align="left"><FONT size="2"><B>Eni: the Divisionalization of Activities Goes on</B>
</FONT>

<P><FONT size="2">Eni informs that today the merger acts of Snam and Somicem into Eni were drawn
up. The new Gas and Power Division will be effective as of February&nbsp;1, 2002. It
will manage gas and power activities in Italy and abroad and will have Mr
Luciano Sgubini as Chief Operating Officer.
</FONT>
<P><FONT size="2">With the merger of Snam into Eni, the second important phase of the
divisionalization process has been carried out as announced to the market a few
months ago. This process aims at simplifying Eni&#146;s structure, reducing costs
and increasing efficiency through a streamlining of the decision-making process
and the strengthening of the operative and strategic integration.
</FONT>
<P><FONT size="2">San Donato Milanese, January&nbsp;30, 2002
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><B>Eni S.p.A. By-laws as updated by the establishment of the branch in San Donato Milanese (Milan),<BR>
Piazza Ezio Vanoni, 1 consequent to the effectiveness, as of February, 1 2002, of the Deed of Merger of<BR>
Snam S.p.A. into Eni S.p.A..</B>
</FONT>
<!-- link1 "PART I<BR> ESTABLISHMENT &#150; NAME &#150; REGISTERED OFFICE<BR> AND DURATION OF THE COMPANY" -->
<P align="center"><FONT size="2"><B>PART I<BR>
ESTABLISHMENT &#150; NAME &#150; REGISTERED OFFICE<BR>
AND DURATION OF THE COMPANY</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 1</B>
</FONT>

<P><FONT size="2">1.1 &#147;Eni S.p.A.&#148; resulting from the transformation of Ente Nazionale
Idrocarburi, a public law agency, established by Law 136 of February&nbsp;10, 1953,
is regulated by these by-laws.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 2</B>
</FONT>

<P><FONT size="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:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">San Donato Milanese (MI) &#150; Via Emilia, 1;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">San Donato Milanese (MI) &#150; Piazza Ezio Vanoni, 1;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Gela (CL) &#150; Strada Provinciale, 82.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">2.2 Main representative offices, affiliates and branches may be established
and/or wound up in Italy or abroad in compliance with the law.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 3</B>
</FONT>

<P><FONT size="2">3.1 The company is expected to exist until December&nbsp;31, 2100. Its duration may
be extended one or more times by resolution of the shareholders&#146; meeting.
</FONT>
<!-- link1 "PART II<BR> COMPANY OBJECTS" -->
<P align="center"><FONT size="2"><B>PART II<BR>
COMPANY OBJECTS</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 4</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P><FONT size="2">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.&nbsp;58 of February&nbsp;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&#146; obligations,
especially guarantees.
</FONT>
<!-- link1 "PART III<BR> CAPITAL &#150; SHAREHOLDINGS &#150; BONDS" -->
<P align="center"><FONT size="2"><B>PART III<BR>
CAPITAL &#150; SHAREHOLDINGS &#150; BONDS</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 5</B>
</FONT>

<P><FONT size="2">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)&nbsp;each.
</FONT>
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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">5.2 Shares may not be split up and each share is entitled to one vote.
</FONT>
<P><FONT size="2">5.3 The fact of being a Shareholder in itself constitutes approval of these
by-laws.
</FONT>
<P><FONT size="2">5.4 Pursuant to Article&nbsp;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&nbsp;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)&nbsp;each, bearing regular coupon, by using the
Reserve for the issue of shares pursuant to Article&nbsp;2349 of the Civil Code for
a corresponding amount. The shares to be issued will be assigned pursuant to
Article&nbsp;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&nbsp;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 &#147;Regulations of the Plan of Assignation
of Eni S.p.A. shares to be issued pursuant to Article&nbsp;2349 of the Civil Code&#148;.
</FONT>
<P><FONT size="2">5.5 Pursuant to Article&nbsp;2443 of the Civil Code, the Board of Directors may
increase, within December&nbsp;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)&nbsp;each, bearing
regular coupon. The capital increase will be executed through cash payment; the
related shareholders&#146; pre-emptive rights will be excluded pursuant to Article
2441, last Paragraph of the Civil Code and Article&nbsp;134, second and third
Paragraph, of Legislative Decree No.&nbsp;58 dated February&nbsp;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&nbsp;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
&#147;Regulations of the Stock Options Plan&#148;.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 6</B>
</FONT>

<P><FONT size="2">6.1 Pursuant to Article&nbsp;3 of Law Decree 332 of May&nbsp;31, 1994, converted with
amendments into Law 474 of July&nbsp;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&nbsp;2359,
paragraphs 1 and 2 of the Civil Code. Affiliation exists in the case set forth
in Article&nbsp;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&nbsp;122 of
Legislative Decree No.&nbsp;58 of February&nbsp;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&#146; resolution adopted pursuant to such a vote may be challenged
pursuant to Article&nbsp;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&#146; meetings.
</FONT>
<P><FONT size="2">6.2 Pursuant to Article&nbsp;2, paragraph 1 of Law Decree 332 of May&nbsp;31, 1994,
converted with amendments into Law 474 of July&nbsp;30, 1994, the Minister of
Treasury, Budget and Economic Planning in agreement with the Minister of
</FONT>
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<P><FONT size="2">Industry, Trade and Crafts, retains the following special powers sanctioned in
the forms envisaged by the aforementioned Law 474 of 1994:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">approval to be expressly granted on the acquisition of material
shareholdings by entities affected by the shareholding limit as set forth
in Article&nbsp;3 of Law Decree 332 of May&nbsp;31, 1994, converted with amendments
into Law 474 of July&nbsp;30, 1994, by which are meant those representing 3 per
cent of share capital with the right to vote at the ordinary shareholders&#146;
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&#146; 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&nbsp;2359-ter of the Civil Code;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">approval to be expressly granted as condition for the validity of
Shareholders&#146; or other agreements as per Article&nbsp;122 of Legislative Decree
No.&nbsp;58 of February&nbsp;24, 1998, involving 3 per cent or more of the share
capital with the right to vote at ordinary shareholders&#146; meetings. Until
approval of such Shareholders&#146; 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&nbsp;122 of Legislative Decree No.&nbsp;58 of
February&nbsp;24, 1998. In the event such approval is denied or the term
expires without such approval, such agreements are ineffective;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">veto power with respect to resolutions to dissolve the company, to
transfer the business, to merge, to demerge or to transfer the company&#146;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;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">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.</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><B>ARTICLE 7</B>
</FONT>

<P><FONT size="2">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&#146;s expense.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 8</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 9</B>
</FONT>

<P><FONT size="2">9.1 The shareholders&#146; meeting may resolve to increase the company capital and
establish terms, conditions and means thereof.
</FONT>
<P><FONT size="2">9.2 The shareholders&#146; 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&nbsp;2349 of the Civil Code.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 10</B>
</FONT>

<P><FONT size="2">10.1 Payments on shares are requested by the Board of Directors in one or more
times.
</FONT>
<P><FONT size="2">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&nbsp;2344 of the Civil Code.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 11</B>
</FONT>

<P><FONT size="2">11.1 The company may issue bonds, including convertibles and warrant bonds in
compliance with the law.
</FONT>
<P><FONT size="2">11.2 Pursuant to Article&nbsp;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&nbsp;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.
</FONT>
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<!-- link1 "PART IV<BR> SHAREHOLDERS&#146; MEETING" -->
<P align="center"><FONT size="2"><B>PART IV<BR>
SHAREHOLDERS&#146; MEETING</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 12</B>
</FONT>

<P><FONT size="2">12.1 Ordinary and extraordinary shareholders&#146; meetings are usually held at the
company registered office unless otherwise resolved by the Board of Directors,
provided however they are held in Italy.
</FONT>
<P><FONT size="2">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&#146;s activity
conducted pursuant to Article&nbsp;4 of these<BR>
by-laws.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 13</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 14</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P><FONT size="2">14.2 The Chairman of the Meeting has to assure the regularity of written
proxies and, in general, the right to attend the Meeting.
</FONT>
<P><FONT size="2">14.3 The right to vote may also be exercised by mail according to the laws and
regulations in force concerning this matter.
</FONT>
<P><FONT size="2">14.4 Eni S.p.A. shareholders&#146; meetings are disciplined by Eni S.p.A.&#146;s
shareholders&#146; meeting Regulation approved by the ordinary shareholders&#146;
meeting.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 15</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 16</B>
</FONT>

<P><FONT size="2">16.1 The ordinary shareholders&#146; meeting decides on all the matters for which it
is legally entitled and on the transfer of the business.
</FONT>
<P><FONT size="2">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.
</FONT>
<P><FONT size="2">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.
</FONT>
<P><FONT size="2">16.4 The minutes of ordinary meetings must be signed by the Chairman and the
Secretary.
</FONT>
<P><FONT size="2">16.5 The minutes of extraordinary meetings must be drawn up by a notary public.
</FONT>
<!-- link1 "PART V<BR> THE BOARD OF DIRECTORS" -->
<P align="center"><FONT size="2"><B>PART V<BR>
THE BOARD OF DIRECTORS</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 17</B>
</FONT>

<P><FONT size="2">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&#146; meeting determines the
number within these limits.
</FONT>
<P><FONT size="2">17.2 The Board of Directors is appointed for a period of up to three years and
may be reappointed pursuant to Article&nbsp;2383 of the Civil Code.
</FONT>
<P><FONT size="2">17.3 The Board members, except for the one appointed pursuant to Article&nbsp;6.2,
letter d) of these by-laws, are appointed by the shareholders&#146; 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&#146;s registered office and published in at least
</FONT>
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<P><FONT size="2">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&#146; 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&#146; 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&#146; 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 call of the
shareholders&#146; 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:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">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;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">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&#146;
meeting and the candidate elected will be the one who obtains a simple
majority of the votes;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">to appoint Board members for any reason not covered by the terms of the
aforementioned procedure, the shareholders&#146; meeting will make a resolution
with the majorities prescribed by the law.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">17.4 The shareholders&#146; meeting may, even during the Board&#146;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.
</FONT>
<P><FONT size="2">17.5 If during the term of office one or more members leave the Board, action
will be taken in compliance with Article&nbsp;2386 of the Civil Code with exception
of the Board member appointed pursuant to Article&nbsp;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&#146; meeting to
appoint a new Board.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 18</B>
</FONT>

<P><FONT size="2">18.1 If the shareholders&#146; meeting has not appointed a Chairman, the Board will
elect one of its members.
</FONT>
<P><FONT size="2">18.2 The Board, at the Chairman&#146;s proposal, appoints a Secretary, who need not
belong to the company.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 19</B>
</FONT>

<P><FONT size="2">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&nbsp;28.4 of the
by-laws. The Board of Directors&#146; 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.
</FONT>
<P><FONT size="2">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.
</FONT>
<P><FONT size="2">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&#146; meeting is not called within 15&nbsp;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&#146; meeting, should
such request be made by at least two Board members or by one if the Board
consists of three members. The
</FONT>
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<P><FONT size="2">shareholders&#146; meeting will be called promptly by the Board of Directors or,
failing that, by the Board of Statutory Auditors.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 20</B>
</FONT>

<P><FONT size="2">20.1 The Chairman of the Board or, in his absence, the oldest Board member in
attendance chairs the Meeting.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 21</B>
</FONT>

<P><FONT size="2">21.1 A majority of members of the Board must be present for a Board meeting to
be valid.
</FONT>
<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 22</B>
</FONT>

<P><FONT size="2">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.
</FONT>

<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 23</B>
</FONT>

<P><FONT size="2">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&#146; meeting.
</FONT>
<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 24</B>
</FONT>

<P><FONT size="2">24.1 The Board of Directors delegates its powers to one of its members in
compliance with the limits set forth in Article&nbsp;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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 25</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 26</B>
</FONT>

<P><FONT size="2">26.1 The Chairman and the members of the Board are remunerated in an amount
established by the ordinary shareholders&#146; meeting. Said resolution, once taken,
will remain valid for subsequent business years until the shareholders&#146; meeting
decides otherwise.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 27</B>
</FONT>

<P><FONT size="2">27.1 The Chairman:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">represents the company according to the provisions of Article&nbsp;25.1;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">chairs the shareholders&#146; meeting pursuant to Article&nbsp;15.1;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">convenes and chairs meetings of the Board of Directors pursuant to Articles
19.1 and 20.1;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">ascertains whether Board resolutions have been implemented;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">e)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">exercises the powers delegated to him by the Board of Directors pursuant to
Article&nbsp;24.1 of these by-laws.</FONT></TD>
</TR>
</TABLE>
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<!-- link1 "PART VI<BR> BOARD OF STATUTORY AUDITORS" -->
<P align="center"><FONT size="2"><B>PART VI<BR>
BOARD OF STATUTORY AUDITORS</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 28</B>
</FONT>

<P><FONT size="2">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.&nbsp;162, dated March&nbsp;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 regulated securities markets other than Eni S.p.A. subsidiaries may not be
appointed Statutory Auditor; if elected, they will lapse.
</FONT>
<P><FONT size="2">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&#146; 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&nbsp;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&#146; 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&nbsp;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&nbsp;17.3, letter b) of the by-laws; should the Chairman of the Board of the
Statutory Auditors be replaced, Article&nbsp;6.2, letter d) of these by-laws shall
apply.
</FONT>
<P><FONT size="2">28.3 Retiring Auditors may be reelected.
</FONT>
<P><FONT size="2">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&#146; meeting and the Board of Directors. At least two effective
Auditors are empowered to convene the shareholders&#146; meeting and the Board of
Directors, too.
</FONT>
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<P align="center"><FONT size="2"><B>PART VII<BR>
FINANCIAL STATEMENTS AND PROFITS</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 29</B>
</FONT>

<P><FONT size="2">29.1 The business year ends on December&nbsp;31 every year.
</FONT>
<P><FONT size="2">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.
</FONT>
<P><FONT size="2">29.3 The Board of Directors may, during the course of the business year, pay
interim dividends to the Shareholders.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 30</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<!-- link1 "PART VIII<BR> WINDING UP AND LIQUIDATION<BR> OF THE COMPANY" -->
<P align="center"><FONT size="2"><B>PART VIII<BR>
WINDING UP AND LIQUIDATION<BR>
OF THE COMPANY</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 31</B>
</FONT>

<P><FONT size="2">31.1 In the event the company is wound up, the shareholders&#146; meeting will
decide the manner of liquidation, appoint one or more liquidators and determine
their powers and remuneration.
</FONT>

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<!-- link1 "PART IX<BR> GENERAL PROVISIONS" -->
<P align="center"><FONT size="2"><B>PART IX<BR>
GENERAL PROVISIONS</B>
</FONT>

<P align="left"><FONT size="2"><B>ARTICLE 32</B>
</FONT>

<P><FONT size="2">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.
</FONT>
<P><FONT size="2">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&nbsp;6.1 of these by-laws and will not be subject to the provisions of said
Article&nbsp;6.1 for the period set by the law.
</FONT>
<P align="left"><FONT size="2"><B>ARTICLE 33</B>
</FONT>

<P><FONT size="2">33.1 The company retains all assets and liabilities held before its
transformation by the public law agency Ente Nazionale Idrocarburi.
</FONT>
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<!-- link1 "Press Release" -->
<P align="center"><FONT size="2"><B>Press Release</B>
</FONT>

<P align="left"><FONT size="2"><B>Eni Awards the EPC Contract in Libya to the JGC-Technimont-Sofregaz Consortium</B>
</FONT>

<P><FONT size="2" face="Times New Roman, Times">Eni and National Oil Corporation (NOC), the Libyan State Oil Company, awarded
the Engineering Procurement and<BR>
Construction (EPC)<sup>1</sup> &#147;Wafa Desert and Coastal
Plants&#148; contract to the JGC-Technimont-Sofregaz Consortium. The
&#128;1.2&nbsp;billion
contract involves the planning and construction of hydrocarbon treatment plants
in the outskirts of Mellitah, on the Libyan coast near Sabratah and in the
desert area of Wafa.</FONT>
<P><FONT size="2">The award of the contract by Eni&#146;s subsidiary Agip Gas BV Lbyan Branch, came at
the end of a tender to which several international companies took part.
</FONT>
<P><FONT size="2">The contract is part of the activities of &#147;Gas Project&#148;, the project for the
development of the reserves located in the offshore concession (NC 41) and of
the onshore one (NC 169) of 1.8&nbsp;billion of barrels of oil equivalent.
</FONT>
<P><FONT size="2">Total investment is estimated at about US$4.6&nbsp;billion and it will guarantee the
production of about 98,000 barrels of liquid hydrocarbons per day and 10
billion cubic meters of gas per year. Of these, 2&nbsp;billion cubic meters will be
sold on the Libyan market, while the remaining 8&nbsp;billion will be exported to
Italy through a dedicated transmission system. Greenstream BV, a company owned
by Eni and Noc, is currently carrying out the construction of this transmission
system.
</FONT>
<P><FONT size="2">The system consists of a 32-inch 540-kilometer long sealine connecting Mellitah
to the Sicilian coast near Gela and a compression station of 170 Megawatt.
Total cost is about US$1&nbsp;billion.
</FONT>
<P><FONT size="2">The completion of the whole &#147;Gas Project&#148; will require the award, in the coming
months, of 5 additional EPC contracts whose technical and commercial analysis
are currently underway.
</FONT>
<P><FONT size="2">On the account of the complexity and strategic importance of the &#147;Gas Project&#148;,
Eni and NOC set up a dedicated Commission that carried out a full and in-depth
analysis of the project.
</FONT>
<P><FONT size="2">San Donato Milanese, January&nbsp;31, 2002
</FONT>
<P>
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      <TD width="1%" align="left" nowrap><FONT size="2">1</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2"> Contract through which the contractor supplies detailed engineering, building
materials and carries out the construction of plants and infrastructures.</FONT></TD>
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