Securities Exchange Act of 1934
Rule 14d-10(a)(1)
Rule 14e-1(c)
Rule 14e-5

Responses of the Office of Mergers and Acquisitions,
Division of Corporation Finance and the
Office of Trading Practices, Division of Trading and Markets

September 9, 2008

Andrés de la Cruz
Cleary Gottlieb Steen & Hamilton LLP
Main Tower
Neuer Mainzer Strasse 52
60311 Frankfurt am Main
Germany

Dear Mr. De la Cruz:

We are responding to your letter dated September 8, 2008 to the attention of Michele Anderson, Christina Chalk, and Josephine Tao, as supplemented by conversations with the staff. We attach a copy of your letter to avoid having to repeat or summarize the facts you present there. Defined terms we use here have the same meaning as in your letter of September 8, 2008, unless otherwise noted.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission hereby grants exemptions from the following provisions of the Exchange Act and rules thereunder:

• Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) permits the Bidders to make the U.S. Offer available to all holders of ADSs and to holders of Shares that are U.S. persons. The Argentine Offer will be open to all holders of Shares, including U.S. person, as required under Argentine law. The U.S. offer materials will disclose the risks to U.S. persons associated with participating in the Argentine Offer; and

• Rule 14e-5 under the Exchange Act. The exemption from Rule 14e-5 permits Petersen SPV to purchase or arrange to purchase Shares pursuant to the Argentine Offer during the U.S. Offer. You do not request and we do not grant any relief regarding purchases or arrangements to purchase Securities outside the U.S. Offer otherwise than pursuant to the Argentine Offer. In granting this relief, we note that, except for the relief specifically granted herein, the Bidders will comply with the requirements of Rule 14e-5.

In addition, based on the representations in your letter of September 8, 2008, as supplemented by telephone conversations with the staff, the staff of the Division of Corporation Finance will not recommend enforcement action under Rule 14e-1(c) under the Exchange Act, if Bidders pay for or return tendered Securities promptly after the receipt or denial of the Required Regulatory Approval. Bidders will pay for or return tendered Securities within three business days after Bidders announce the receipt or denial of the Required Regulatory Approval. Bidders will announce receipt or denial of the Required Regulatory Approval within one business day after receipt of such information. This announcement will be made by press release, and Bidders will also amend the Schedule TO to reflect this information. Tendering holders may withdraw their tendered Securities through the date of announcement. In addition, Bidders will also disseminate disclosure about any material developments in the regulatory approval process before receipt of approval or denial of the Required Regulatory Approval through press releases, and they will amend their tender offer materials to reflect such developments.

The foregoing exemption and no-action position are based solely on the representations and the facts presented in your September 8, 2008 letter, as supplemented by telephone conversations with the Commission staff. The relief provided above is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if there is a change in any of the facts or representations set forth in your letter.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Section 10(b) and Section 14(e) of the Securities Exchange Act of 1934, and Rule 10b-5 under the Exchange Act. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in this transaction. The Division of Corporation Finance and the Division of Trading and Markets express no view with respect to any other questions the proposed transaction may raise, including, but not limited to, the adequacy of disclosure concerning, and the applicability of any other federal or state laws to, the proposed transaction.

For the Commission,
by the Division of Corporation Finance,
pursuant to delegated authority,

Michele Anderson
Chief, Office of Mergers and Acquisitions
Division of Corporation Finance

For the Commission,
by the Division of Trading and Markets,
pursuant to delegated authority,

Josephine Tao
Assistant Director
Division of Trading and Markets

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/2008/petersenenergia090908-sec14.htm