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<SEC-DOCUMENT>0000891836-07-000309.txt : 20080404
<SEC-HEADER>0000891836-07-000309.hdr.sgml : 20080404
<ACCEPTANCE-DATETIME>20071022170527
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000891836-07-000309
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20071022

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ENI SPA
		CENTRAL INDEX KEY:			0001002242
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		CORRESP

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

	MAIL ADDRESS:	
		STREET 1:		PIAZZALE ENRICO MATTEI 1
		CITY:			ROME ITALY
		STATE:			L6
		ZIP:			00144
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>
Response Letter
</TITLE>
</HEAD>
<BODY>

<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ENI HAS CLAIMED
CONFIDENTIAL TREATMENT OF PORTIONS OF <BR>
THIS LETTER IN ACCORDANCE WITH 17 C.F.R. &sect; 200.83 </FONT></P>
<BR><BR>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>22 October, 2007 </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr.&nbsp;H. Roger Schwall, <BR>
Assistant Director, <BR>
Division of Corporation Finance,<BR>
Securities and Exchange Commission, <BR>
100 F Street, N.E.,<BR>
Washington, D.C. 20549-7010 </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Re: </FONT></TD>
     <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<U>Eni SpA <BR>
Form 20-F for the Fiscal Year ended December 31, 2006 <BR>
Filed June 20, 2007 <BR>
File No. 1-14090</U>
</FONT></TD>
</TR>
</TABLE>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Dear Mr. Schwall, </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Thank
you for your facsimile dated September 11, 2007 setting forth comments of the Staff of the
Commission (the &#147;Staff&#148;) relating to the annual report on Form 20-F for the year
ended December 31, 2006 filed June 20, 2007 (the &#147;2006 Form 20-F&#148;) of Eni S.p.A
(&#147;Eni&#148;) (File No. 1-14090). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To
facilitate the Staff&#146;s review, we have included in this letter the caption and
comment from the Staff&#146;s comment letter in bold italicized text, and have provided
our response immediately following the comment. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Operating and Financial
Review and Prospects, page 76</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>1.</I></B> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note you disclose on page 77 that the production start up of the
               Kashagan oilfield project has been delayed an additional
               two years, and you estimate your expenditures will significantly
               exceed the budgeted amounts, which had been
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-2- </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>approved by the consortium
               partners and relevant Kazakh authorities in 2004. Please
               expand your disclosure to specify the cumulative costs you
               have incurred for the project as of December 31, 2006. In addition, please
               clarify whether you are incurring 100% of the costs to
               develop this field or only your 18.52% participating
               interest. Finally discuss what mechanisms are in place for you to recover
               your costs, including any cost overruns.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
of December 31, 2006 the aggregate costs incurred by Eni for the Kashagan project that
were capitalized by Eni in its financial statements amounted to $1.9 billion. This
capitalized amount included: </FONT></P>

     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=RIGHT WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) </FONT></TD>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
          <TD WIDTH=88%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          $1.3 billion relating to expenditures incurred by Eni for the development of the
          oilfield; and </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD ALIGN=RIGHT WIDTH=9%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) </FONT></TD>
          <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
          <TD WIDTH=88%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          $0.6 billion relating primarily to accrued finance charges and expenditures for
          the acquisition of interests in the North Caspian Sea PSA consortium from
          exiting partners upon exercise of pre-emption rights. </FONT></P></TD>
          </TR>
          </TABLE>
          <BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
$1.9 billion amount was equivalent to &#128;1.5 billion based on the 2006 year-end euro/US
dollar exchange rate, corresponding to less than 3 % of Eni&#146;s total consolidated non
current assets. In response to the Staff&#146;s comment, in our future filings we plan to
expand our disclosure by adding information on expenditures capitalized in connection with
development activities at Kashagan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
confirm that Eni is funding the project according to its participating interest of 18.52%
in the consortium. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
respect to the recoverability of these investments, as indicated on page 32 of our 2006
Form 20-F, the exploration and development activities of Kashagan are regulated by a
Production Sharing Agreement. Accordingly, the mechanisms in place to recover costs
incurred for exploring and developing this field are those contemplated by the PSA scheme,
widely used in the industry, which we describe on page 64 of the 2006 Form 20-F as
follows: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&#147;In Product Sharing
Agreements (PSAs), entitlements to production volumes are defined on the basis of
contractual agreements drawn up with state oil companies which hold the concessions. Such
contractual agreements regulate the recover of costs incurred for the exploration,
development and operating activities (cost oil) and give entitlement to a portion of the
production volumes exceeding volumes destined to cover costs incurred (profit oil).&#148;</I> </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-3- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
addition, at page vi of the 2006 Form 20-F, we indicate: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&#147;....<I>In this
type of contract the national oil company assigns to the international
contractor the task of performing exploration and production with the
contractor&#146;s equipment and financial resources. Exploration risks are borne
by the contractor and production is divided into two portions: &#147;cost
oil&#148; is used to recover costs borne by the contractor and &#147;profit
oil&#148; is divided between the contractor and the national company
according
to variable schemes and represents the profit deriving from exploration and
production. Further terms and conditions of these contracts may vary from
country to country</I>&#148;. </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Recoverability
of the investments is subject to approval from the relevant State-owned or controlled
entity who is party to the agreement. Cost overruns are recovered to the extent they are
sanctioned by the State-owned or controlled entity who is party to the agreement. However,
it should be noted that recoverability of the investments, from an accounting perspective,
would also take into account profit oil. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Costs
incurred to date for the development of the Kashagan oilfield relate to scheduled works
and in accordance to the budget duly approved by the Kazakhstan authorities. Therefore
these costs will be recovered through the cost oil, subject to the customary audit rights
contemplated by the PSA.&nbsp; Future costs for further development activities on the
field shall be recovered once the same Authorities have approved the relevant budget and
plan.&nbsp; At present Eni, as operator of the field, is discussing the 2008 work program
and budget filed with the Republic of Kazakhstan authorities for the purpose of obtaining
the authorities&#146; approval, having already agreed on those matters with the other
Consortium partners. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Financial Statements</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Report of Independent
Registered Public Accounting Firm, page F-1</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>2.</I></B> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>
Please obtain an audit opinion that indicates the location of the PricewaterhouseCoopers
office that issued the audit report, as required by Rule 2-02(a) of Regulation
S-X.
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please
note that the original executed copy of our independent auditors&#146; opinion correctly
indicates Rome as the location of the PricewaterhouseCoopers office that issued the report
on the filing date of June 20, 2007. For your convenience, we have attached a copy of this
document (see Annex A). The audit opinion filed as part of our 2006 Form 20-F did not
indicate the location of the auditors&#146; office due to a clerical error
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-4- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>in the course
of the EDGAR filing process. In our future filings, we will ensure that such clerical
error does not recur. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Note 25 &#150;
Guarantees, Commitments and Risks, page F-52</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Other Risks and
Commitments, page F-65</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>3.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note you disclose under (ii) that effective April 1, 2006, PDVSA
               unilaterally terminated the </I></B><I></I> <B><I>operating service agreement
               (OSA) governing activities at the Dacion oil field where you acted
               </I></B><I></I> <B><I>as a contractor, holding a 100% interest. Further, we note
               that you commenced an arbitration </I></B><I></I> <B><I>proceeding before the
               ICSID Tribunal to claim compensation for an amount equal to the market
               </I></B><I></I> <B><I>value of the OSA before the expropriation took place,
               which you believe exceeds the book value </I></B><I></I> <B><I>of the Dacion
               assets.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>Please
expand your disclosure to discuss your basis for concluding that the collection of this
</I></B><I></I> <B><I>compensation from the arbitrating proceeding is probably, and to
also describe the assumption </I></B><I></I> <B><I>you have made in anticipating
compensation, such as the amount, form (e.g. cash or credits </I></B><I></I> <B><I>towards
future contracts) and timing of payment you expect to receive.</I></B> </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>For
U.S. GAAP purposes, please explain how you have viewed the prospect of receiving such
</I></B><I></I> <B><I>compensation, relative to the guidance in paragraph 16 of SFAS 144,
which explains that </I></B><I></I> <B><I>estimates of future cash flows used to test the
recoverability of a long lived asset should </I></B><I></I> <B><I>include only future cash
flows that are directly associated with and that are expected to arise </I></B><I></I>
<B><I>as a direct result of the use and eventual disposition of the assets. Given your
disclosure, </I></B><I></I> <B><I>and as it appears you have removed proved reserve
quantities associated with this field from </I></B><I></I> <B><I>your reserve total, it
seems that disposition has occurred without compensation. Please </I></B><I></I>
<B><I>indicate how this condition has been taken into account in your application of both
IFRS and </I></B><I></I> <B><I>U.S. GAAP. Indicate whether your U.S. GAAP conclusions are
based on the guidance in SFAS 144 </I></B><I></I> <B><I>or SFAS 5.</I></B> </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=94%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>
In
conjunction with the foregoing, please address the guidance in paragraphs 8, 17 and 32 of
SFAS&nbsp;5; and clarify whether you believe you have effectively offset an impairment charge
with the recognition of a gain contingency. Under this scenario, explain how you
became comfortable with the timing difference between loss and recovery.</I></B> </FONT></TD>
</TR>
</TABLE>
<BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
investment of Eni Dacion BV, a Dutch affiliate of Eni that was formerly the operator of
the Dacion oilfield in accordance with an Operating Service
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-5- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Agreement (OSA), was
expropriated as a result of the unilateral termination of the OSA by the Venezuelan party
on April 1, 2006. Eni has not received any compensation for this expropriation. In the
2006 reporting period, Eni removed the volume of proved reserves booked in connection with
its interest in this oilfield. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Venezuela&#146;s
actions have violated the rights of Eni (and breached the obligations of Venezuela) under
(a) the Treaty on Encouragement and Reciprocal Protection of Investments between the
Government of the Netherlands and the Government of Venezuela dated 22 October 1991 (the
&#147;Treaty&#148;); and (b) the Venezuelan Law on the Promotion and Protection of
Investment dated 3 October 1999 (the &#147;Foreign Investment Law&#148;), and as such
these actions have given rise to a dispute between Eni and Venezuela under both the Treaty
and the Foreign Investment Law. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance with the Treaty, Eni is entitled to a compensation for such expropriation in an
amount equal to the market value of the OSA just before the expropriation took place. In
particular, Article 6 of the Treaty provides that: &#147;<I>Neither Contracting Party shall
take any measures to expropriate or nationalize investments of nationals of the other
Contracting Party or take measures having an effect equivalent to nationalization or
expropriation with regard to such investments, unless the following conditions are
complied with: (a) the measures are taken in the public interest and under due process of
law; (b) the measures are not discriminatory or contrary to any undertaking which the
Contracting Party taking such measures may have given; (c) the measures are taken against
just compensation. Such compensation shall represent the market value of the investments
affected immediately before the measures were taken or the impending measures became
public knowledge, whichever is the earlier, it shall include interest at a normal
commercial rate until the date of payment and shall, in order to be effective for the
claimants, be paid and made transferable, without undue delay, to the country designated
by the claimants concerned and in the currency of the country of which the claimants are
nationals or in any freely convertible currency accepted by the claimants</I>&#148;. </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
this basis, on November 10, 2006, Eni commenced an arbitration procedure before the
International Centre for Settlement of Investment Disputes (ICSID) against Venezuela to
claim its rights. The request for arbitration was registered by ICSID on February 6, 2007,
thus passing the ICSID&#146;s preliminary prima facie jurisdictional review. Eni expects
to receive compensation in an amount equal to the OSA&#146;s market value just before the
expropriation took place as provided by the above mentioned Article 6(c) of the Treaty.
This market value would be calculated using the discounted cash flow method in accordance
with a well established practice. With respect to the amount of Eni&#146;s claim, based on
the opinion of our internal and external legal consultants, an ICSID Tribunal is likely to
rule that because there is a significant history of performance under the OSA, the market
value of the OSA is the measure of its expected future profits.
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-6- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Accordingly, an ICSID
Tribunal would calculate these future profits using the discounted cash flow (DCF) method
and then award Eni the net present value of the cash flows Eni expected to receive under
the OSA from the date before the expropriation took place on April 1, 2006 (plus interest,
calculated from the same date). Our internal estimates of the OSA&#146;s net present value
of projected cash flows before expropriation result in a significantly higher value of the
Dacion asset than its net book value (NBV) of $829 million (equivalent to &#128;629
million at the euro/U.S. dollar exchange rate as of December 31 2006). Our internal
estimates, fully supported by an independent evaluation carried out by a primary petroleum
consulting firm, have been made based on our medium and long-term scenarios for oil prices
(i.e. $40 dollar per barrel in real terms from 2010 onwards &#150; see Item 5 &#150;
Management expectation of operation on our 2006 Form 20-F). We would expect an ICSID
tribunal to estimate the OSA&#146;s market value based on oil prices assumptions not lower
than ours, especially in light of the current level of oil prices, leading to an
evaluation of the OSA&#146;s market value not lower than our internal evaluation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
accordance with the ICSID Convention, a judgement by the ICSID Tribunal awarding
compensation to Eni would be binding upon the parties and immediately enforceable as if it
were a final judgement of a court of each of the States that have ratified the ICSID
Convention. The ICSID Convention was ratified in 143 States. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
evaluating our ability to collect compensation based on the arbitration proceeding, we
also considered that the Venezuelan State owns commercial assets outside Venezuelan
borders, and that the total of the market values of these exceed the carrying amount of
the expropriated asset. The history of voluntary performance by the Venezuelan State under
unfavourable rulings of ICSID tribunals was also taken into account. However should
Venezuela fail to comply with the award and pay compensation, Eni could take steps to
enforce the award against commercial assets of the Venezuelan Government in most places
where such assets are located (subject to national law provisions on sovereign immunity). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
made no assumptions regarding form (e.g. cash or credits towards future contracts) and
timing of the compensation we expect to receive because at this stage of the arbitration
procedure we have no evidence to evaluate such factors. However, we believe that these
factors will be immaterial for the purpose of recovering the carrying amount of the
expropriated asset. We also expect to recover the time value of money for any delay in
collecting the compensation, because the Treaty provides for compensation to include
finance income accrued from the date the expropriation took place, based on current market
rates. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-7- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on the above, we concluded that a positive outcome of such a procedure would be more
likely than not and that the amount of the expected compensation for the expropriated
asset would be higher than the carrying amount. Consequently, we did not recognize any
impairment loss in connection with the expropriated asset in the 2006 reporting period. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
believe that the disclosure included on page 34 and on page F-65 of our 2006 Form 20-F
provided all material information with respect to this matter. However, in response to the
Staff&#146; comment, in the 2007 20-F we plan to expand our disclosure on the
recoverability of our investment in the Dacion oilfield as follows (proposed changes are
in bold): </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;With
effective date April 1, 2006, the Venezuelan State oil company Petr&oacute;leos de
Venezuela SA (PDVSA) unilaterally terminated the Operating Service Agreement (OSA)
governing activities at the Daci&oacute;n oil field where Eni acted as a contractor,
holding a 100% working interest. As a consequence, starting on the same day, operations at
the Daci&oacute;n oil field are conducted by PDVSA. Eni proposed to PDVSA to agree on
terms in order to recover the fair value of its Daci&oacute;n assets. In the lack of any
agreement between the parties, in November 2006, Eni commenced an arbitration proceeding
before an International Centre for Settlement of Investment Disputes (ICSID) Tribunal
(i.e. a tribunal acting under the auspices of the ICSID Convention and being competent
pursuant to the Netherlands-Venezuela bilateral investments treaty) to claim its rights.
Despite this action, Eni would continue to consider a negotiated solution with PDVSA to
obtain a fair compensation for its assets. Based on the opinion of its <B>internal and
external</B> legal consultants, Eni believes to be entitled to a compensation for such
expropriation in an amount equal to the market value of the OSA before the expropriation
took place. The market value of the OSA depends upon its expected profits. In accordance
with established international practice, Eni has calculated the OSA&#146;s market value
using the discounted cash flow method, based on Eni&#146;s interest in the expected future
hydrocarbon production and associated capital expenditures and operating costs, and
applying to the projected cash flow a discount rate reflecting Eni&#146;s cost of capital
as well as the specific risk of concerned activities. Independent evaluations carried out
by a primary petroleum consulting firm fully support Eni&#146;s internal evaluation. The
estimated net present value of Eni&#146;s interest in the Daci&oacute;n field, as
calculated by Eni, would not be lower than the net book value of the Daci&oacute;n assets
amounting to $829 million (equal to euro 629 million based on the EUR/USD exchange rate as
of December 31, 2006) which consequently have not been impaired. In accordance with the
ICSID Convention, a judgment by the ICSID Tribunal awarding compensation to Eni would be
binding upon the parties and immediately enforceable as if it were a final judgment of a
court of each of the States that have ratified the ICSID Convention. The ICSID Convention
was ratified in 143 States. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>In
evaluating its ability to collect compensation from the arbitrating proceeding, Eni </B>
<B>considered that the Venezuelan State owns commercial assets outside Venezuelan borders,
and that the </B> <B>total of the market values of these exceed the carrying amount of the
expropriated asset. The </B> <B>history of voluntary performance by the Venezuelan State
under unfavourable rulings of any ICSID tribunal was also taken into account.
</B> </FONT>
</TD>
</TR>
</TABLE>
<BR>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-8- </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>
However, should Venezuela fail to comply with the award and to </B> <B>pay the
compensation, Eni could take steps to enforce the award against commercial assets of the
</B> <B>Venezuelan Government almost anywhere those may be located (subject to national
law provisions on </B> <B>sovereign immunity).</B> </FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Finally,
Eni made no assumption regarding form (e.g. cash or credits towards future contracts) </B>
<B>and timing of the compensation to receive, because at this stage of the arbitration
procedure the </B> <B>Company has no evidence to evaluate such factors. However, the
Company estimated that these factors </B> <B>will be immaterial for the purpose of
recovering the carrying amount of the expropriated asset.</B>&#148; </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any
material developments in the arbitration procedure will be taken into consideration in the
future valuation of the recoverability of the carrying amount of the expropriated asset
and will be disclosed as appropriate to investors in our future 20-F filings and 6-K
current reports. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With
reference to the representation in the financial statement for IFRS and U.S. GAAP
purposes, the recoverability of Eni&#146;s investments in the Dacion oilfield has been
based on the probability that adequate compensation for the expropriated asset will be
collected from the Venezuelan party. The NBV of the tangible assets of the OSA at the date
of expropriation ($829 million equal to &#128;629 million based on the Euro/U.S. dollar
exchange rate as of December 31, 2006) has been reclassified in the balance sheet at
December 2006 from the line item &#147;property, plant and equipment&#148; to the line
item &#147;Non current assets &#150; other assets&#148;. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
U.S. GAAP purposes, while not concluding that SFAS 144 paragraph 16 guidance is without
relevance, we believe that SFAS 5 is the most appropriate basis for the accounting
treatment under U.S. GAAP. Under SFAS 5, paragraph 8, the asset would be impaired if it
were probable that the compensation awarded as a result of the arbitration proceedings
will be lower than the NBV of the Daci&ograve;n Assets and the loss could be reasonably
estimated. Consistent with paragraph 17 of SFAS 5, any gain would not be recognized until
such contingency was resolved and the revenue realized. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
indicated above, Eni is entitled to compensation for such expropriation in an amount equal
to the market value of the OSA before the expropriation took place and while the amount of
the eventual compensation to be received remains uncertain, in-line with paragraph 32 of
SFAS 5, available information indicates to us that the compensation will not be less than
the carrying value since we believe it to be probable that we will at least be compensated
by an amount equal to the NBV of the Daci&ograve;n Assets. Consequently, we have concluded
that the condition for impairment in paragraph 8 (a) of SFAS 5 is not met. We do not
believe the passage of time between the expropriation and the receipt of compensation is
critical from an accounting standpoint because we believe the compensation on a discounted
basis will not be reduced below the
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-9- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>NBV and, in any case, we believe we will be entitled
to interest over this time period (as established by article 6(c) of the Treaty).
Therefore, no impairment has been recognized and, accordingly, no offset of an impairment
charge has been made with the recognition of a gain contingency. Gain contingency would
relate to any compensation in excess of the NBV of the Daci&ograve;n Asset and in
accordance with paragraph 17 of SFAS 5 would not be recognized since such is contingent. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
believe that this approach is also consistent with paragraph 3 of FIN 30: &#147;Accounting
for Involuntary Conversions of Nonmonetary Assets to Monetary Assets&#148; according to
which in circumstances where a &#147;<I>nonmonetary asset is destroyed and or damaged in one
accounting period, and the amount of monetary assets to be received is not determinable
until a subsequent accounting period</I>&#148; the gain or loss shall be recognized in
accordance with SFAS 5. This means that if it is probable that the amount to be received
will be less than the current carrying value, an impairment adjustment would need to be
recognized prior to the actual determination of the amount if the adjustment can be
reasonably estimated; whereas, any amount expected in excess of the current carrying value
would only be recognized once the amount was subsequently determined. </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
view the expropriation as a change in the nature of our unconditional rights in respect to
the Daci&ograve;n Assets. Prior to the expropriation, we had a contractual right to
receive a service fee under the terms of the OSA which enables the company to recover
costs incurred and to earn a certain remuneration on capital employed. Following the
expropriation of assets we have lost control of our share of the Daci&ograve;n Assets,
hence the decision to remove the proved reserve associated with the Dacion field from the
Eni&#146;s proved reserve. However, we believe that under the Treaty we have a current and
unconditional right to be adequately compensated. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
same overall conclusion could have been reached on the basis of SFAS 144 paragraph 16,
considering that an expected cash flow from compensation arises &#147;as a result of the
[&#133;] eventual disposition of the asset&#148; since we expect that the eventual
compensation value will be higher than the current carrying value of the asset. However,
as forced disposal has already occurred and the compensation to be received for such
forced disposal is not yet determined, we concluded that our analysis should focus on the
uncertainty surrounding the amount of the eventual compensation and whether it was
probable that such amount would be less than the current carrying value and, therefore,
require an impairment adjustment. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-10- </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><I>Note 36 &#150; Adjustment
of the Consolidated Financial Statements to U.S. GAAP, page F-84</I></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>A) Consolidation Policy,
page F-84</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>4.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note you disclose that under U.S. GAAP, investments of less than 50%
               are accounted for by </I></B><I></I> <B><I>applying the equity method. Please
               note that similar to IFRS, the key element for </I></B><I></I>
               <B><I>consolidation under U.S. GAAP is control, even for investments of less
               than 50%, as long as </I></B><I></I> <B><I>control can be demonstrated. Please
               revise your disclosure to further clarify the basis for </I></B><I></I>
               <B><I>your consolidation policy under U.S. GAAP, relative to IFRS.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
response to the Staff&#146;s comment, in our Form 20-F for the year 2007 (the &#147;2007
Form 20-F&#148;) we intend to modify our disclosure regarding consolidation policy under
the section &#147;Adjustment of the Consolidated Financial Statements to U.S. GAAP &#150;
Summary of significant differences between IFRS and U.S. GAAP&#148; to further clarify the
basis for our adjustments arising from the implementation of our consolidation policy
under U.S. GAAP, relative to IFRS, as follows (proposed changes are in bold): </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;A) Consolidation policy </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eni&#146;s
consolidation policy is described under &#147;Principles of Consolidation&#148; in the
Notes to the Consolidated Financial Statements. In particular, under IFRS, the
consolidated financial statements include also companies in which Eni holds less than 50%
of the voting rights, <B>but over which it holds &#147;de facto control&#148; through its
representation in shareholders&#146; meetings (due to the dispersion of voting power),
despite not having legal or contractual rights to control the majority of those
entities&#146; voting power or board of directors</B>. </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Under
IFRS, Eni exercises &#147;de facto control&#148; of Saipem SpA without holding the
majority of voting rights (Eni&#146;s interest is 43.54%) exercisable in
shareholders&#146; meetings.</B> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Under
U.S. GAAP, investments of less than 50%, <B>which are not consolidated as variable interest
entities and which are not under &#147;effective control&#148;</B>, are accounted for by
applying the equity method. <B>&#147;De facto control&#148; as defined by IFRS is not
sufficient to demonstrate &#147;effective control&#148; under U.S. GAAP. </B>Under U.S. GAAP,
as a non variable interest entity and in the absence of effective control, Saipem SpA and
its subsidiaries are excluded from consolidation and are accounted for under the equity
method.&#148; </FONT> </P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-11- </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Note 37 &#150;
Reconciliation of Net Profit and Shareholders&#146; Equity Determined under <BR>
IFRS to U.S. GAAP, page F-87</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>5.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note on page F-89 that you present minority interest as a component of
               shareholders&#146; </I></B><I></I> <B><I>equity. Minority interest should be
               presented separate from equity for U.S. GAAP purposes. </I></B><I></I>
               <B><I>Please revise your consolidated balance sheets prepared in accordance with
               U.S. GAAP </I></B><I></I> <B><I>accordingly.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please
note that in our 2006 Form 20-F we mistakenly added together minority interest and
shareholders&#146; equity in the line item &#147;total shareholders&#146; equity&#148; of
the consolidated balance sheet for U.S. GAAP purposes on page F-89. We regard this as a
minor error which should not have confused investors because in the reconciliation of the
shareholders&#146;equity determined under IFRS to U.S. GAAP disclosed on page F-88 of our
2006 Form 20-F we clearly identified the net equity pertaining to Eni&#146;s shareholders
under both IFRS and U.S. GAAP. We will change the lay-out of our minority interest and
shareholders&#146; equity in our 2007 Form 20-F. Please note that in our latest form 6-K
furnished to the SEC on October 3, 2007 (interim consolidated report for 2007) we more
clearly excluded on our balance sheet presented for US GAAP purposes minority interests
from total shareholders&#146; equity. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
response to the Staff&#146;s comment, in the 2007 Form 20-F we plan to modify our
consolidated balance sheet in accordance with U.S. GAAP by eliminating the caption
&#147;total shareholders&#146; equity&#148; as follows: </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=Bottom>
     <TD WIDTH=82%><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD WIDTH=9%><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD WIDTH=9%><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM" BGCOLOR="#CCCCCC">
     <TH><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TH>
     <TH ALIGN="RIGHT"><FONT FACE="Times New Roman" SIZE=2>December<BR>31, 2006&nbsp;</FONT></TH>
     <TH ALIGN="RIGHT"><FONT FACE="Times New Roman" SIZE=2>December<BR>31, 2007&nbsp;</FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM" BGCOLOR="#CCCCCC">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE="2"><B>Minority interests</B> </FONT> </TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE="2"><B>1,321</B> </FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Eni shareholders' equity: </FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM" BGCOLOR="#CCCCCC">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>
Share capital: 4,005,358,876 fully paid shares nominal value euro 1 each<BR>
(the same amount as of December 31, 2005)</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>4,005&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Other reserves</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>29,020&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM" BGCOLOR="#CCCCCC">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Net profit</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>10,005&nbsp;</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Treasury shares</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>(5,374)</FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM" BGCOLOR="#CCCCCC">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE="2"><B>Eni shareholders' equity</B> </FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE="2"><B>37,656</B>&nbsp; </FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT> </TD>
     <TD><FONT FACE="Times New Roman" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM" BGCOLOR="#CCCCCC">
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE="2"><B>TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY</B> </FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE="2"><B>85,806</B>&nbsp; </FONT></TD>
     <TD ALIGN=RIGHT><FONT FACE="Times New Roman" SIZE=2>&nbsp;</FONT></TD></TR>
</TABLE>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-12- </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Engineering Comments</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Risk Factors, page 4</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Development projects bear
significant operational risks which may adversely affect <BR>actual returns on such projects,
page 5</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>6.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>Risk factors should be as specific to you as possible. Please revise your
               document to </I></B><I></I> <B><I>incorporate the fact that the cost estimate of
               the large Kashagan field has increased from </I></B><I></I> <B><I>$10.3 billion
               to $19 billion (not including costs for a pipeline to transport the oil to
               </I></B><I></I> <B><I>markets) and that the estimated start-up of the project
               has been changed from the year 2008 to </I></B><I></I> <B><I>2010. Include in
               the disclosure how this delay may impact the economics of the project and
               </I></B><I></I> <B><I>your estimated results of operations in future periods or
               provide a cross-reference where this </I></B><I></I> <B><I>is discussed in more
               detail.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
2006 Form 20-F includes a discussion of the increased cost estimate for the Kashagan field
and the re-scheduling of production start up from 2008 to the third quarter of 2010. See
in particular the discussion in Item 4 on page 32 of our 2006 Form 20-F. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
response to the Staff&#146;s comment and in order to reflect developments in 2007, we
expect that the disclosure of operational risks related to development projects in our
2007 Form 20-F will be updated as follows (proposed changes are in bold). Further changes
reflecting other developments will also be made if appropriate. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Development projects bear
significant operational risks which may adversely affectactual returns on such
projects</I> </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eni
is involved in numerous development projects for the production of hydrocarbon reserves,
principally offshore. Eni&#146;s future results of operations rely upon its ability to
develop and operate major projects as planned. Key factors that may affect the economics
of those projects include: </FONT></P>

<UL>
<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
the outcome of negotiations with co-venturers, governments, suppliers, customers or others
(including, for example, Eni&#146;s ability to negotiate favorable long-term contracts
with customers, the development of reliable spot markets that may be necessary to support
the development of particular production projects, or commercial arrangements for
pipelines and related equipment to transport and market hydrocarbons); </FONT>
</UL>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-13- </FONT></P>

<UL>
<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>timely issuance of permits and licenses by government agencies; </FONT>
<BR><BR>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the ability to design development projects as to prevent the occurrence of technical
inconvenience; </FONT>
<BR><BR>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>delays in manufacturing and delivery of critical equipment, or shortages in the
availability of such equipment; </FONT>
<BR><BR>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
risks associated with the use of new technologies and the inability to develop advanced
technologies to maximize the recoverability rate of hydrocarbons or gain access to
previously inaccessible reservoirs; </FONT>
<BR><BR>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
changes in operating conditions and costs, including costs of third party equipment or
services such as drilling rigs and shipping; </FONT>
<BR><BR>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>the actual performance of the reservoir and natural field decline; and </FONT>
<BR><BR>

<LI><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
the ability and time necessary to build suitable transport infrastructures to export
production towards final markets. </FONT>
</UL>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Furthermore,
deep water and other hostile environments, where the majority of Eni&#146;s planned and
existing development projects are located, can exacerbate these problems. Delays and
differences between estimated and actual timing of critical events may adversely affect
the completion and start up of production from such projects and, consequently, the actual
returns on such projects. Finally, developing and marketing hydrocarbons reserves
typically requires several years after a discovery is made. This is because a development
project involves an array of complex and lengthy activities, including appraising a
discovery in order to evaluate its commerciality, sanctioning a development project and
building and commissioning related facilities. As a consequence, rates of return of such
long-lead-time projects are exposed to the volatility of oil and gas prices which may be
substantially lower with respect to prices assumed when the investment decision was
actually made, leading to lower rates of return. <B>For example, we have experienced
increased estimated expenditures and a delay in the scheduling of production start up on
the Kashagan field, where development is ongoing. Moreover, in August 2007 these matters
triggered a pending dispute with the relevant Kazakh authorities that could prompt further
risks and uncertainties to the Kashagan project. See &#147;Item 4 &#151;Business
Overview&#151;Exploration &amp; Production&#148;. </B>If we are unable to develop and operate
major projects as planned, it may have a material adverse effect on our results of
operations and financial condition. </FONT> </P>


<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-14- </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Inability in replacing
oil and natural gas reserves, page 6</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>7.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>Risk factors should be as specific to you as possible. Please revise your
               document to expand </I></B><I></I> <B><I>this risk factor to include the fact
               that in the last two years your proved reserves have </I></B><I></I>
               <B><I>declined by approximately 11% and you replaced 89% and 55% respectively of
               your produced </I></B><I></I> <B><I>reserves in 2005 and 2006.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
2006 Form 20-F discloses the decrease in our proved reserves of 5.9% in 2006 and the
reserve replacement ratio of 38% in 2006 (with an average three-year replacement ratio of
55%). See in particular the discussion in Item 4 on page 17 of our 2006 Form 20-F. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
response to the Staff&#146;s comment and in order to reflect developments in 2007, we
expect that the disclosure in our 2007 Form 20-F of our ability to replace oil and natural
gas reserves will be modified as follows (proposed changes in bold): </FONT></P>

<P>&nbsp;</P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&#147;<I>Inability to
replace oil and natural gas reserves could adversely impact results of operations and
financial condition</I> </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eni&#146;s
results of operations and financial condition are substantially dependent on its ability
to develop and sell oil and natural gas. Unless the Company is able to replace produced
oil and natural gas, its reserves will decline. Eni&#146;s proved reserves <B>[declined by
[&#149;] in 2007 and by 5.9% in 2006] or [increased by &#149;% in 2007 but declined by 5.9% in
2006]. In addition, Eni&#146;s average reserve replacement ratio for the last three years
is [&#149;]%. See &#147;Item 4 &#151;Business Overview&#151;Exploration &amp; Production&#148;.
</B>Future oil and gas production are dependent on the company&#146;s ability to access new
reserves through new discoveries, application of improved techniques, success in
development activity, negotiation with countries and other owners of known
reserves and acquisitions. An inability to replace reserves could adversely impact future production
and hence future results of operations and financial condition.&#148; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It
should be noted that the decline in proved reserves that we experienced in 2005 and 2006
was largely attributable to lower reserve entitlements in our PSAs resulting from higher
oil prices. However, we expect that the impact of lower reserve entitlements on future
production levels and cash flows will be more than offset by higher returns on relevant
projects via a shorter payback period and a higher share of profit oil at a higher value.
Therefore, it is not always the case that a decline in proved reserves or a
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-15- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
reduction in the reserve replacement rate will have an adverse impact on results of operations and
financial condition. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Uncertainties in
Estimates of Oil and Natural Gas Reserves, page 7</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>8.</I></B> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>
The tone of this disclosure suggests something less than the &#147;reasonable
certainty&#148; inherent in your estimates of proved reserves. Please advise or revise
your disclosure.
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
our view the overall tone of this disclosure conveys that there are inherent uncertainties
in estimating reserves because of the number and complexity of the variables used to
estimate reserves of hydrocarbons. Moreover, these variables may change over time causing
actual results to be different from expectations, thereby having some potentially
significant impact on future results of operations and financial condition. We believe
this type of disclosure is consistent with that of other participants in the industry who
have included such uncertainties as a risk factor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;However,
we believe some minor changes in language may clarify that the risk, which derives from
the inherent subjectivity of these variables, may adversely impact the future results of
operations and financial condition reported by Eni, but that we do not intend to suggest
that the reserve estimate is less than reasonably certain. We propose to amend the last
paragraph of this risk factor in our 2007 Form 20-F as follows (proposed changes are in
bold and deleted words are in strikethrough): </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;Many
of these factors, assumptions and variables involved in estimating proved reserves are
beyond Eni&#146;s control and may <STRIKE>prove to be incorrect</STRIKE> <B>change</B> over time <B>and impact
the estimates of oil and natural gas reserves</B>. Accordingly, the estimated reserves could
be <STRIKE>materially</STRIKE> <B>significantly</B> different from the quantities of oil and natural gas
that ultimately will be recovered. Additionally, any downward revision in Eni&#146;s
estimated quantities of proved reserves would indicate lower future production volumes
which could adversely impact Eni&#146;s results of operations and financial
condition&#148;
</FONT></TD>
</TR>
</TABLE>
<BR>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-16- </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Oil and Natural Gas
Reserves, page 18</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>9.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>You state that volumes of oil and natural gas applicable to long-term
               supply agreements with </I></B><I></I> <B><I>foreign governments in mineral
               assets where you are the operator are not included in reserve </I></B><I></I>
               <B><I>volumes shown in the table. Please explain to us why these volumes are not
               included.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Please
note that in accordance with Appendix A to Item 4.D-Oil and Gas of Form 20-F, registrants
are required to furnish the following information regarding reserves disclosures: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
&#147;As
of the end of each of the last three fiscal years, estimated net quantities of:
&#133;(iii) oil and gas applicable to long-term supply or similar agreements with foreign
governments or authorities in which the registrant act as producer.&#148; </FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly,
in our 2006 Form 20-F we have disclosed the amount of reserves that we are contractually
committed to purchase under long-term agreements with foreign state entities in properties
where we act as producer. We did not include these volumes in our proved net reserves of
oil and gas in accordance with SFAS 69 which states that net quantities of proved reserves
relating to a company&#146;s properties shall not include volumes subject to purchase
under such long-term supply agreements, including agreements with governments or
authorities. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Mineral Right Portfolio
and Exploration Activity, page 20</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Production, page 20</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Portfolio Developments, page
21</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>10.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note that you have disclosed the production and nature of your interest
               information for your principal oil and gas fields. Please
               revise your filing to include all the information required
               by Item 4D of Form 20-F. This includes, at a minimum production, reserves,
               nature of your interest, location and development of these
               principal fields. For fields of major significance include
               additional information and maps. It appears that the Kashagan field is of
major significance to Eni SpA. If you do not agree, please
               tell us why you do not believe the Kashagan field is of
               major significance to you. Please see Instruction to Item 4D for
               reference.
               </I></B>
 </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-17- </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I></I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
respectfully submit that the information on oil and gas properties as disclosed in our
2006 Form 20-F under Item 4 includes a description of our principal properties, nature of
our interests, ongoing development activities and production profiles that satisfies the
requirements of Item 4.D of Form 20-F. Information on proved reserves has been disclosed
only with respect to geographic areas of major importance to us as prescribed by Appendix
A to Item 4.D, since we assessed that none of our individual properties, including
Kashagan, were of major importance to the Company as of the filing date such that
disclosure of proved reserves would be required on an individual basis. With respect to
Kashagan, we considered the following factors in assessing its materiality to our oil
&amp; gas operations: </FONT></P>

     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i) </FONT></TD>
          <TD ALIGN=LEFT WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          With respect to reserves, we considered that the level of reserve volumes
          booked for the Kashagan field as of December 31, 2006 represented less than 10%
          of our total proved reserves as of that date. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ii) </FONT></TD>
          <TD ALIGN=LEFT WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          With respect to production, the Kashagan field is not currently producing any
          oil and is expected to produce an immaterial amount over the 2007-2010 four-year
          plan; accordingly, developments at Kashagan, whether positive or negative, would
          not affect our production growth targets indicated in the 2006 Form 20-F. In the
          longer term up to 2013, we expect production from the Kashagan field to give a
          similar contribution to our production growth as several other development
          projects in our portfolio for which exploratory, sanctioning and engineering
          activities are progressing. Many of these long term projects are already
          disclosed in our filing. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

     <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
          <TR VALIGN=TOP>
          <TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;</FONT></TD>
          <TD WIDTH=15%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>iii) </FONT></TD>
          <TD ALIGN=LEFT WIDTH=75%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          With respect to results of operations and financial condition, we considered
          that cash flows from the Kashagan fields will materialize over a long term
          horizon and it will take several years before Kashagan begins to generate a
          significant contribution to our cash flow from operations or our profits. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on the foregoing, we do not regard the Kashagan field or any other Eni&#146;s property
discussed on pages 21-34 of the 2006 20-F to be individually of major significance to the
Company. As a result, we believe that Instruction 1(a) to Item 4.D is not applicable to
that discussion. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-18- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the future we will monitor the contribution of the Kashagan field to: (i) our reserve base
as further reserves are booked at Kashagan in conjunction with the progress of the project
development activities; (ii) production profiles and growth rates; and (iii) results of
operations and cash flows, with a view to ensuring continuing compliance with the
instructions to Item 4.D of Form 20-F. </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>11.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note your natural gas reserves that are produced in Africa and
               Australia &#150; where the natural </I></B><I></I> <B><I>gas markets are not
               well developed &#150; then sold to LNG plants for conversion to liquids and
               </I></B><I></I> <B><I>transported to more developed natural gas markets such as
               Japan. Tell us how you value the </I></B><I></I> <B><I>natural gas reserves that
               are produced in Africa and Australia in the standardized measure.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
standardized measures of gas reserves produced in Africa and Australia that are sold to
LNG plants have been determined on a &#147;netback basis&#148; by applying the price
formulas included in each supply agreement between Eni and the LNG plant owners. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
this context, netback basis means that the volumes of gas booked as reserves are valued in
accordance with contractual LNG prices net of processing, transportation, shrinkage and
other specific cost elements. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Kazakhstan, page 32</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>12.</I></B> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>
We note that you are now estimating start up of the Kashagan field to occur in 2010
instead of your previous estimate of 2008 which you were disclosing as recently as
your 2005 20-F. Given the past history of delays due to technological and recent
political issues here and elsewhere, tell us why you now believe the most recent
estimate of start-up in 2010 is reliable.
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since
the time when our 2005 Form 20-F was filed, we have now completed the design enhancement
of the first phase of the Kashagan project and resolved the major technical and
technological issues we encountered. Additionally, all principal contracts for completing
this phase have been assigned. Our estimated production start-up is based on scheduled
programs as agreed upon with our contractors, for which detailed workflows have been
prepared. Based on the foregoing, management currently expects production start up at the
Kashagan field in 2010. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-19- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;However,
these are our management&#146;s current expectations based on the best information
available and established budget and programs. Our risk factors section on page 5 of the
2006 Form 20-F describes the specific risks affecting the timing and returns of
development projects. See also our response to Question No. 6. </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>13.</I></B> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>
We note that you are
now estimating a total cost of development of the Kashagan field to be $19
billion instead of the previous estimate of $10.3 billion. Given the prior large
underestimation of costs, please tell us why you believe the most recent cost estimate is reliable.
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As
discussed in our 2006 Form 20-F, $19 billion is the development cost for the first phase
of the project, which is designed to reach a production target rate of 300,000 barrels per
day as compared with an estimated full-field plateau of 1,500,000 barrels per day
associated with the full field development scheme. In our 2006 Form 20-F, we disclosed the
reasons why the costs to complete the first development phase increased from $10.3 to $19
billion. As discussed under our response to Question No. 12, all major technological
issues relating to the first phase have now been resolved and the scope and costs for this
phase have been updated accordingly. Having completed the enhancement of the facilities
and reviewed the project baseline, we now have better visibility on the expected future
cost developments than a year ago, taking into account that work performed to date exceeds
50% of the total work program for both onshore and offshore activities. Based on the
extrapolation of our trends in costs, manpower and deployment of resources until the end
of 2010, we forecast a $19 billion total expenditure for the first phase of this project.
These are our management&#146;s current expectations based on the best information
available and established budget and programs. Future developments at Kashagan are subject
to the risks described in our 2006 Form 20-F and in response to Question No. 6. </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>14.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>Due to the high degree of political and cost uncertainty surrounding the
               Kashagan field, tell </I></B><I></I> <B><I>us how this uncertainty has been
               factored into your most recent estimate of proved reserves for </I></B><I></I>
               <B><I>this field. Tell us if you have revised your proved reserves for the
               Kashagan field in each of </I></B><I></I> <B><I>the last two years, the revised
               quantities and the basis for any such revisions.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-20- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our
proved reserves estimates follow the guidance provided by Regulation S-X Rule 4-10 of the
Security Exchange Commission and are based on &#150; among other factors&nbsp;&#150; the
best available estimates of future capital expenditures. Normally, in accordance with that
guidance, we do not factor in any estimate of &#147;political uncertainty&#148; to the
extent that we do not have evidence of any risk that could likely limit our ability to
market reserves. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Proved
reserves of the Kashagan field were revised in 2005 and 2006. In 2005, Kashagan proved
reserves were increased by 61 Mboe due to (i) the change in Eni&#146;s interest resulting
from Eni&#146;s acquisition of part of British Gas&#146;s share, (ii) an extension of the
proved area due to the collection of new data from drilling activities, and (iii) a
technical revision. Those positive changes were partly offset by the impact of increased
year-end oil&nbsp;prices on reserve entitlements in accordance with the PSA scheme. In
2006, proved reserves were increased by 107 Mboe to [CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION] Mboe due to an
extension of the proved area and project cost revision, offset in part by the year-end
price variation. </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>15.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>You disclose that the most recent cost estimate of $19 billion is to reach
               a production target </I></B><I></I> <B><I>rate of 300,000 barrels per day.
               However, you then estimate the field will eventually plateau </I></B><I></I>
               <B><I>at a full-field rate of 1.5 million barrels of oil per day. Tell us if it
               will cost additional </I></B><I></I> <B><I>investment to increase from 300,000
               barrels per day to 1.5 million barrels per day and if so </I></B><I></I>
               <B><I>tell us how much it will cost and why this was not included in the cost
               estimate of $19 </I></B><I></I> <B><I>billion. If it will not cost any more to
               reach a production rate of 1.5 million barrels per </I></B><I></I> <B><I>day
               tell us why it will not.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
can confirm that the achievement of the target production plateau of 1.5 million barrels
of oil per day will require a material amount of development expenditures in addition to
the estimated $19 billion required to achieve the production target rate of 300,000
barrels per day in the first development phase. We are currently in the process of
discussing with the Republic of Kazakhstan options, terms and costs for the full field
development scheme, and, accordingly, at this time we have no reliable estimates for the
additional cost required to achieve the full-field rate of 1,500,000 barrels. However, in
response to the Staff&#146;s comment and as part of our normal disclosure policy, in
future filings we plan to disclose to investors the estimate for the full-field
development expenditures once negotiations with relevant Kazakh Authorities have been
finalized, if such amounts will be material and reasonably quantifiable. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-21- </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>16.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>You indicate you now estimate that production from the Kashagan field will
               plateau at a higher </I></B><I></I> <B><I>production rate of 1.5 million barrels
               of oil per day than the previous estimate of 1.2 million </I></B><I></I>
               <B><I>barrels of oil per day. Please tell us the basis for this increased
               estimate and if an </I></B><I></I> <B><I>independent engineer has verified this
               estimate.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
higher production rate of 1,500 thousand barrels a day has been estimated by taking into
account the very promising results of the drilling campaign &#151; the well tests
conducted on the appraisal and producing wells have shown a daily rate per well in excess
of 30,000 barrels per day. Our engineering estimate follows a complex purpose-built
reservoir model and indicates that the 1,500 thousand barrels a day production rate can be
sustained for several years. A study of the reservoir performed by an independent
evaluator fully supports the target production plateau of the Kashagan field. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Turkey, page 33</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>17.</I></B> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B><I>
Please revise your document to disclose the estimated date to complete the Samsun-Ceyhan pipeline
and the estimated cost to build it.
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Samsun-Ceyhan pipeline is
expected to be built in a three-year time frame once a Final Investment Decision (FID) has
been made. A FID is currently scheduled early next year. In the meantime, front end
engineering studies are progressing and a cost estimate for this project is expected upon
completion of these studies as well as market enquiries on the cost of materials and
services. Eni&#146;s current interest in the project is 50%. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In response to the Staff&#146;s
comment, we plan to expand our disclosure regarding this pipeline in the 2007 Form 20-F by
disclosing any developments regarding time and expected expenditures for this project. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Management Expectations
of Operations, page 100</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>18.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>You state that your target of achieving a production growth of 4% in 2007
               through 2010 is based on the assumption that oil prices
               will decline during this period from $55 to $40. These lower
               oil prices will allow you to claim more reserves and production from your
               PSA&#146;s. However, as this appears to be a very
               optimistic forecast for oil prices, please revise your disclosure to
               also
</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-22- </FONT></P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>include how your production growth rate may change if
               oil prices remain at current levels.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
the current year, we estimate that our daily production entitlements would decrease on
average by approximately 2,000 barrels for each $1 increase in oil prices compared to our
assumptions. Applying the same criterion to the 2008-2010 period and assuming a constant
$70 per barrel Brent scenario for the 2007-2010 period, we estimate that our planned
production growth rate for that period would decline by approximately 0.8 percentage
points (from the projected 4% to 3.2%). Please note that this sensitivity analysis relates
to the Eni portfolio and contractual terms in place at the filing of the 2006 Form 20-F
and might vary in the future. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
response to the Staff&#146;s comment, in future filings we plan to expand our disclosure
of management&#146;s expectations of production growth presently on page 101 of our 2006
filing, by discussing in quantitative terms the sensitivity of our production growth rates
to changes in oil prices as follows (proposed changes are in bold): </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Management
plans to cover financial needs for capital expenditure and dividends by means of cash
flows provided by operating activities. Management expects crude oil prices to remain high
and volatile in the next two years. For the purpose of planning investments and liquidity
management, management assumes a level of xx $/BBL for 2008 and 2009; then in the
following years management assumes crude oil prices to stabilize until settling on the
long-term level of xx $/BBL in real terms. Management&#146;s target to achieve an average
production growth rate of xx% in the 2008-2011 four-year period is based on the assumption
of a Brent crude oil price of xx $/BBL in 2011, which forms the basis for
management&#146;s estimate of production entitlements under certain PSAs and buy-back
contracts. For the current year, <B>we estimate that our daily production entitlements would
decrease on average by approximately x,xxx barrels for each $1 increase in oil prices
compared to our assumptions. Applying the same criterion to the 2009-2011 period and
assuming a constant $xx per barrel Brent scenario for the 2008-2011 period, we estimate
that our planned production growth rate for that period would decline by approximately
0.xx percentage points (from the projected xx% to xx%). This sensitivity analysis relates
to the existing Eni portfolio and might vary in the future.</B>&#148; </FONT> </P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-23- </FONT></P>

<P>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Supplemental Oil and Gas
Information, page F-98</I></B></U> </FONT> </P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U><B><I>Oil and Natural Gas
Reserves, page F-102</I></B></U> </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>19.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>Revise your disclosure to more fully explain the term &#147;independent
               evaluation&#148; and the work </I></B><I></I> <B><I>performed by the independent
               engineers. This should include but is not limited to:</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=10%>&nbsp;</TD>
     <TD WIDTH=90%>
<UL>
<LI>
<FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><I>Disclose which systems, controls and approvals they evaluated in order to arrive at an
opinion and what parameters they did not independently verify.</I></B> </FONT>
<BR>

<LI>
<FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><I>Disclose what their opinion letter stated.</I></B> </FONT>  <BR>

<LI>
<FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><I>Disclose the difference between a reserve evaluation that they performed and a reserve
determination.</I></B> </FONT>
<BR>

<LI>
<FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><I>Disclose, if true, that the work performed in evaluating your reserves may not be the same
work they perform when evaluating other companies&#146; reserves.</I></B> </FONT>
<BR>

<LI>
<FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><I>Disclose if any major properties have not been independently evaluated in the last three
years.</I></B> </FONT>
<BR>

<LI>
<FONT FACE="Times New Roman, Times, Serif" SIZE="2"><B><I>Explain how these evaluations raise the confidence that the reserves reported meet the
definition of proved reserves and are reasonably certain to be produced in the future.</I></B> </FONT>
<BR>
</UL>
</TD>
</TR>
</TABLE>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Degolyer
&amp; MacNaughton and Ryder Scott Company, the two independent evaluators used in past
years by Eni, did not perform a review of Eni&#146;s booking reserves process. They
executed a technical-economical evaluation at the same time as our internal evaluation in
order to provide an independent appraisal of both gross reserves to be produced after
year-end, and net reserves attributable to the Eni&#146;s interest on the basis of the
relevant agreements governing each property. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
independent evaluators provided reports which presented values for proved reserves
estimated using year-end prices and costs. Values for proved reserves in those reports
were expressed in terms of future gross revenues, future net revenues, and present value.
Future gross revenues are defined as gross revenues to be realized by Eni from the sale of
the net reserves. Future net revenues are defined as future gross revenues less host
country taxes, direct operating expenses, royalties where applicable, transportation
costs, capital costs, and abandonment costs where applicable. Direct operating expenses
include field operating expenses, estimated expenses of direct supervision, and an
allocation of overhead that directly relates to production activities. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-24- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For
this purpose, Eni provided the independent evaluators with all available data and
information used for its own evaluations of proved reserves, including log, directional
surveys, core and PVT analysis, maps, oil/gas/water monthly production/injection data of
wells, reservoir, and field, field studies, reservoir studies; engineers comments relative
to field performances, reservoir performances, development programs, work programs etc.;
budget data for each field, long range development plans, future capital and operating
costs, actual prices received from hydrocarbon sales, instructions on future prices, and
other pertinent information to calculate NPV for the fields required to undertake an
independent evaluation. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Accordingly,
in the preparation of reports, the independent evaluators relied, without independent
verification, upon information furnished by Eni with respect to property interest,
production, current cost of operation and development, agreements relating to future
operations and sale, prices and other factual information and data that were accepted as
represented by the independent evaluators. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on the foregoing, we believe that the work performed by the independent evaluators is to
be considered an evaluation of our proved reserves as opposed to a determination. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
the last three years, the most important Eni&#146;s properties which were not subject to
an independent evaluation were: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=2%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#150; </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=93%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Karachaganak field (Kazakhstan); the latest evaluation was performed by Degolyer &amp;
MacNaughton in 2003. A new evaluation is planned in 2007. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=2%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#150; </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=93%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Bayu Undan field (Australia): the latest evaluation was performed by Ryder Scott Company
in 2003. A new evaluation is planned in 2008. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=2%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#150; </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=93%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Bonga field (Nigeria):  under evaluation in the current year.
</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=2%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&#150; </FONT></TD>
<TD><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=93%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Cerro Falcone and  MonteAlpi-Monte  Enoc fields (Italy):  the latest  evaluation was performed by
Ryder Scott in 2003. A new evaluation is planned in 2008.
</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
believe the two above mentioned engineering companies to be experienced and qualified in
the marketplace. Based on our experience (Eni conducts independent reserve assessments
since 1991), Eni&#146;s assessments of proved reserves volumes and those performed by the
independent evaluators have shown similar results for a vast majority of fields. Where
discrepancies have arisen, Eni booked the volumes of estimated proved reserves indicated
by the independent evaluators, whenever the latter was lower than the Company&#146;s
estimate. In any case, those differences were not significant. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-25- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
double control performed on a rotational basis by the two independent evaluators on the
vast majority of Eni&#146;s fields support management&#146;s confidence that the
company&#146;s<B> </B>booked reserves meet the regulatory definition of proved reserves
and are reasonably certain to be produced in the future. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
response to the Staff&#146;s comment, in our 2007 Form 20-F we plan to expand our
disclosure on proved reserves currently at page F-101 of our 2006 filing as follows
(proposed changes in bold): </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="1">&#147;<I>Oil and natural gas reserves</I><BR>
Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and
natural gas liquids which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under technical,
contractual, economic and operating conditions existing at the time. Prices include
consideration of changes in existing prices provided only by contractual arrangements, but
not on escalations based upon future conditions. <BR>
Net proved reserves exclude royalties and interests owned by others.<BR>
Proved developed oil and gas reserves
are proved reserves that can be estimated to be recovered through existing wells with
existing equipment and operating methods. <BR>
Proved undeveloped oil and gas reserves are
reserves that are expected to be recovered from new wells on undrilled acreage, or from
existing wells where a relatively major expenditure is required for completion. <BR>
Additional oil and gas reserves
expected to be obtained through the application of fluid injection or other improved
recovery techniques for supplementing natural forces and mechanisms of primary recovery
are included as proved developed reserves only after testing by a pilot project or after
the operation of an installed program has confirmed, through production response, that
increased recovery will be achieved. <BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eni&#146;s
proved reserves have been estimated on the basis of the applicable U.S. Securities &amp;
Exchange Commission Regulation, Rule 4-10 of Regulation S-X and its interpretations and
have been disclosed in accordance with Statement of Financial Accounting Standard No. 69.
The estimates of proved reserves, developed and undeveloped for years ended December 31,
2004, 2005, 2006 and 2007 are based on data prepared by Eni. Since 1991, Eni has requested
qualified independent oil engineering companies carry out an independent
evaluation<SUP>11</SUP> of its proved reserves on a rotational basis. <B>Eni believes these
independent evaluators to be experienced and qualified in the marketplace. In the
preparation of their reports, these independent evaluators relied, without independent
verification, upon information furnished by Eni with respect to property interest,
production, current cost of operation and development, agreements relating to future
operations and sale, prices and other factual information and data that were accepted as
represented by the independent evaluators. This information was used by Eni in determining
its proved reserves and included log, directional surveys, core and PVT analysis, maps,
oil/gas/water monthly production/injection data of wells, reservoir, and field,; field
studies, reservoir studies; engineers comments relative to field performances, reservoir
performances, development programs, work programs etc.; budget data for each field, long
range development plans, future capital and operating costs, actual prices received from
hydrocarbon sales, instructions on future prices, and other pertinent information to
calculate NPV for the fields required to undertake an independent evaluation. Accordingly,
Eni believes that the work performed by the independent evaluators is to be considered an
evaluation of Eni&#146;s proved reserves as opposed to a determination. We also note that
the work performed in evaluating our reserves may not be the same work that the
independent evaluators perform when evaluating other companies&#146; reserves.
Notwithstanding the above, the circumstance that the independent evaluations achieved the
same results as those of the Company for the vast majority of fields support the
management&#146;s confidence that the company&#146;s booked reserves meet the regulatory
definition of proved reserves and are </B></FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-26- </FONT></P>

<P>
<FONT FACE="Times New Roman, Times, Serif" SIZE="1"><B>reasonably certain to be produced in the future.
Additionally, for those fields where a discrepancy arose, the Company has adopted the
reserve estimate indicated by the independent evaluators, whenever the latter was lower
than the Company&#146;s estimate. In any case, those differences were not significant.</B> </FONT> </P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=1>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>In
2007 a total of xx BBOE of proved reserves, or about xx% of Eni&#146;s total proved
reserves at December 31, 2007, have been evaluated. In the 2005-2007 three-year period,
xx% of Eni&#146;s total proved reserves were subject to independent evaluations. In the
last three years, the most important Eni&#146;s properties which were not subject to an
independent evaluation were:</B> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE="1">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>i).............</B>&#148; </FONT> </P>

          <TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
               <TR VALIGN=TOP>
               <TD WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B><I>20.</I></B><I></I> </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               <B><I>We note in the West Africa geographic area, the reserve index of your gas
               reserves is almost 19 </I></B><I></I> <B><I>years. Please explain why the
               reserve index there is materially longer than the oil reserves </I></B><I></I>
               <B><I>in that area and is materially larger than other geographic areas. Tell us
               if you have </I></B><I></I> <B><I>identified definitive gas markets for all of
               your proved gas reserves in West Africa and if so </I></B><I></I> <B><I>what
               they are.</I></B> </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Response: </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Both
Eni&#146;s proved gas reserves and its current gas production in West Africa are
attributable almost entirely to Nigeria. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Eni
has been active in Nigeria since 1962, while our business for developing and marketing gas
reserves in that country only began in 1990. During the 30 years prior to commencing gas
production, the gas fields and/or levels in Eni&#146;s concessions have been preserved for
future development. This explains the more extended gas reserves life index in comparison
with the oil reserves. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
natural gas production volumes shown for West Africa in 2006 comprised almost exclusively
Eni&#146;s gas volumes supplied to the Nigerian LNG project at Bonny Island (please refer
to our 2006 Form 20-F, page 28 for additional detail). A fifth train in the Bonny Island
liquefaction plant started operation early in 2006 and a sixth train is presently under
construction. Gas sales agreements for the LNG trains 1 to 6 were in place as of December
31, 2006 covering most of our Nigerian gas proved reserves. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based
on the incremental gas volumes we expect to supply to the Bonny Island LNG trains once
trains 5 and 6 have achieved full operations, we estimate that the life index of
Eni&#146;s proved gas reserves in Nigeria will decrease to approximately 12 years by 2010
year-end as compared to 19 years at 2006 year-end. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Additionally,
we plan to build a new LNG plant located at Brass in Nigeria expected to come online in
2011, which will further enhance our ability to book,
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-27- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>develop and market gas reserves
(please refer to the discussion on page 28 or our 2006 Form 20-F). </FONT></P>

     <P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>*** </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
are available to discuss the foregoing with you at your convenience. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We acknowledge
that Eni is responsible for the adequacy and accuracy of the disclosure in its Form 20-F,
that Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to Eni&#146;s Form 20-F, and
that we may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If
you have any questions relating to this letter, please feel free to call the undersigned
at +39-02-5982-1000 or Richard Morrissey or Oderisio de Vito Piscicelli at Sullivan &amp;
Cromwell LLP at +44-207-959-8900. </FONT></P>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=30%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Very truly yours, <BR><BR>

/s/ Marco Mangiagalli </FONT></TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=30%><HR SIZE=1 NOSHADE WIDTH=80% ALIGN=LEFT> </TD>
</TR>
<TR VALIGN=TOP>
     <TD WIDTH=70%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
     <TD WIDTH=30%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Marco Mangiagalli<BR>
Chief Financial Officer<BR>
Eni S.p.A. </FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=100%>
<TR VALIGN=TOP>
     <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>cc: </FONT> </TD>
     <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Lily Dang<BR>
Jenifer Gallagher<BR>
Division of Corporation Finance<BR>
Securities and Exchange Commission<BR><BR>

James Murphy<BR>
Petroleum Engineer<BR>
Division of Corporation Finance<BR>
Securities and Exchange Commission<BR><BR>

Richard C. Morrissey<BR>
Oderisio de Vito Piscicelli<BR>
(Sullivan &amp; Cromwell LLP)
</FONT> </TD>
</TR>
</TABLE>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-28- </FONT></P>

<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Annex A</U> </FONT></P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P>&nbsp;</P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-29- </FONT></P>

<P ALIGN="CENTER"><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[LETTERHEAD OF PRICEWATERHOUSECOOPERS]</FONT></P>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Report of Independent
Registered Public Accounting Firm </FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the Board of Directors and
Shareholders of Eni SpA </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We have completed an integrated audit
of Eni SpA&#146;s 2006 consolidated financial statements and of its internal control over
financial reporting as of December 31, 2006 and audits of its 2005 and 2004 consolidated
financial statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Our opinions, based on our audits, are presented below. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Consolidated financial
statements</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In our opinion, the accompanying
consolidated balance sheets and the related consolidated profit and loss accounts,
consolidated statements of changes in shareholders&#146; equity and consolidated
statements of cash flows present fairly, in all material respects, the financial position
of Eni SpA and its subsidiaries at December 31, 2006, and December 31, 2005, and the
results of their operations and their cash flows for each of the three years in the period
ended December 31, 2006, in conformity with International Financial Reporting Standards as
adopted by the European Union. These financial statements are the responsibility of the
Company&#146;s management. Our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit of financial
statements includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our opinion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>International Financial Reporting
Standard as adopted by the European Union vary in certain significant respects from
accounting principles generally accepted in the United States of America. Information
relating to the nature and effect of such differences is presented in Notes 36, 37 and 38
of the financial statements. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>Internal control over
financial reporting</U> </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Also, in our opinion,
management&#146;s assessment, included in Management&#146;s Annual Report on Internal
Controls over Financial Reporting appearing in Item 15 of this Form 20-F, that the Company
maintained effective internal control over financial reporting as of December 31, 2006,
based on criteria established in <I>Internal Control &#150; Integrated Framework</I>
issued by the Committee
</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>-30- </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
of Sponsoring Organizations of the Treadway Commission (COSO), is
fairly stated, in all material respects, based on those criteria. Furthermore, in our
opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2006, based on criteria established in <I>Internal
Control &#151; Integrated Framework</I> issued by the COSO. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company&#146;s management is
responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting. Our
responsibility is to express opinions on management&#146;s assessment and on the
effectiveness of the Company&#146;s internal control over financial reporting based on our
audit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We conducted our audit of internal
control over financial reporting in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. An audit of internal
control over financial reporting includes obtaining an understanding of internal control
over financial reporting, evaluating management&#146;s assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing such other
procedures as we consider necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A company&#146;s internal control
over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting standards and
principles. A company&#146;s internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (ii)&nbsp;provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally
accepted accounting standards and principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors
of the company; and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company&#146;s assets
that could have a material effect on the financial statements. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>/s/ PricewaterhouseCoopers
SpA </FONT></P>

<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PricewaterhouseCoopers
SpA </FONT></H1>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Rome, June 20, 2007 </FONT></P>



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