ENI S.p.A.

Registered Office
Piazzale Enrico Mattei 1, 00144 Rome - Italy
Tel +39 06598.21
www.eni.it

Company Share capital (euro) 4,005,358,876.00 fully paid up
Rome Companies Register,
Tax Identification Number 00484960588
                             VAT Number 00905811006
                             R.E.A. Rome n. 756453

Branches:
Via Emilia 1 and P.zza Ezio Vanoni 1,
20097 San Donato Milanese (Milan) - Italy
                                                              22nd May 2006
Chief Financial Officer                                       04/06/CFO


Ms Cecilia Blye,
Chief - Office of Global Security Risk,
Division of Corporation Finance,
Securities and Exchange Commission,
100 F Street, NE.,
Washington, D.C. 20549

Re:      Eni Spa
         Form 20-F for the Fiscal Year ended December 31, 2004
         Response Letter dated September 28, 2005
         File No. 1-14090
         -----------------------------------------------------

Dear Ms. Blye,

         Thank you for your facsimile dated April 11, 2006 setting forth
comments of the Staff of the Commission (the "Staff") relating to the Form 20-F
for the year ended December 31, 2004 (the "2004 Form 20-F") of Eni S.p.A ("Eni")
(File No. 1-14090).

         In some of our responses, we have agreed to change or supplement the
disclosures in our filings. We are doing that in the spirit of cooperation with
the Staff and not because we believe our prior filing is deficient or
inaccurate. Accordingly, any changes implemented in future filings should not
be taken as an admission that prior disclosures were in any way defiient.

         We are in the process of preparing our Form 20-F for the fiscal year
ended December 31, 2005 (the "2005 Form 20-F") and, as described in detail
below, the disclosure revised in response to the Staff's comments will be
reflected in that filing. In light of such forthcoming filing and in light of
the nature of the changes in disclosure, we believe that it will not be
necessary to file an amendment to the 2004 Form 20-F.

         To facilitate the Staff's review, we have included in this letter the
captions and comments from the Staff's comment letters in bold italicized text,
and have provided our response immediately following each comment.



                                                                             -2-

GENERAL
- -------

         WE NOTE THAT YOU HAVE OPERATIONS IN IRAN AND LIBYA, AND HAVE ENTERED
         INTO VARIOUS AGREEMENTS AND PROJECTS FOR DOING BUSINESS IN BOTH
         COUNTRIES. ADVISE US OF THE NATURE AND EXTENT OF YOUR OPERATIONS AND
         INTERESTS IN IRAN, INCLUDING YOUR CONTACTS OR DEALINGS WITH THE IRANIAN
         GOVERNMENT AND ENTERPRISES CONTROLLED BY THE IRANIAN GOVERNMENT; AND
         THE MATERIAL TERMS OF YOUR AGREEMENTS IN IRAN, INCLUDING DOLLAR AMOUNTS
         AND PARTIES TO THESE AGREEMENTS. DESCRIBE FOR US THE OPERATIONS OF ENI
         IRAN BV. PLEASE ALSO DISCUSS THE NATURE AND EXTENT OF YOUR OPERATIONS
         AND INTERESTS IN LIBYA.

Iran
- ----

         Our 2004 Form 20-F includes a discussion of the nature and extent of
Eni's exploration and production operations in Iran. See in particular the
discussion in Item 4 on page 21, which we report below for your reference:

         "Iran

         Eni has been present in Iran since 1957. In 2004 liquid production net
TO Eni averaged 9 KBBL/d. The main producing oil fields operated by Eni under
buy back contracts are South Pars phases 4 and 5 (Eni operator with a 60%
interest) in the offshore of the Persian Gulf and Darquain (Eni operator with a
60% interest) located onshore about 50 kilometers North-East of Abadan. Eni also
holds interests in the Dorood (45%) and Balal (38%) fields in the offshore of
the Persian Gulf.

         In October 2004 production of the natural gas and condensate South Pars
field phases 4 and 5 commenced. The project provides for: (i) the drilling of 24
wells; (ii) the installation of two offshore platforms in waters about 70 meters
deep and of facilities for transporting the raw gas onshore; and (iii) the
construction of an onshore gas center at Assaluyeh for the separation of ethane,
propane, butane and condensates.

         The contract provides that the field's liquid production be used to
compensate costs incurred and to provide return on invested capital.

         At the end of 2004 production amounted to over 706 mmCF/d of natural
gas and is expected to reach 706 BCF/year of gas and, after the separation, one
million tonnes/year of propane and butane and 80 KBBL/d of condensates. In
December production of liquids started with about 30 KBBL/d net to Eni. A
production peak of 53 KBBL/d net to Eni is expected in 2008.

         Development continued at the Darquain oil field (Eni operator with a
60% interest) located onshore about 50 kilometers North-East of Abadan. The
first phase was completed with the drilling of 8 wells, the construction of an
oil center with relevant facilities and meeting the production target set at 50
KBBL/d (about 4 KBBL/d net to Eni). The second development phase providing for
the drilling of 19




                                                                             -3-

additional wells and the expansion of the oil center capacity to 165 KBBL/d by
means of gas injection was started. A production peak of approximately 17 KBBL/d
net to Eni is expected in 2007.

         The development of the Dorood oilfield (Eni's interest 45%) near the
Kharg island continued. The completion of drilling is expected in 2006.
Production is expected to peak at 85 KBBL/d (10 KBBL/d net to Eni) at the end of
2005."

         In the 2005 Form 20-F we expect that the disclosure above will be
updated as follows, principally to reflect developments occurred in the past
year.

"Iran

         Eni has been present in Iran since 1957. In 2005 liquid production net
to Eni averaged 35 KBBL/day. The main producing oil fields operated by Eni under
buy-back contracts are: (i) South Pars phases 4 and 5 (Eni operator with a 60%
interest) in the offshore of the Persian Gulf. The production of natural gas and
condensates from this field commenced in 2004. In early 2005 the gas treatment
plant as part of the development project of the field was completed. In 2005,
production of gas reached a rate equivalent to the 706 Bcf/year production
plateau; the field also produced one million tonnes/year of propane and butane
and 80 Kbbl/day of condensates (33 KBBL/d of condensates net to Eni) through
separation from natural gas. Eni's share of condensates is destined to cover
development costs incurred by Eni and to remunerate capital employed by Eni;
(ii) the Darquain oil field (Eni operator with a 60% interest) located onshore
approximately 50 kilometers north-east of Abadan, On this field the second
development phase is underway and aims at increasing production from the present
50 KBBL/d to over 160 KBBL/d (14 KBBL/d net to Eni) through the increase of the
existing treatment capacity, the drilling of new producing wells and the
injection of gas. These two fields account for 85% of Eni's production in Iran.

         Eni also holds interests in the Dorood (45%) and Balal (45%), oil
fields in the offshore of the Persian Gulf located respectively near the Kharg
island and about 100 kilometers south-west of the Lavan island. The development
of Dorood is expected to be completed at the end of 2006 with a peak production
of 50 KBBL/d.

         Eni's operations in Iran are conducted through our wholly-owned
subsidiary Eni Iran B.V. Eni Iran B.V. acts in conjunction with its Iranian
business partners which include Petropars and Naftiran Intertrade, which
together own a 40% stake in each of the South Pars and Darquain projects."

         In addition to our exploration and production operations, our
operations in Iran also include limited activities of our refining and marketing
and engineering and construction segments. The principal activity of the
refining and marketing segment in Iran consists of purchasing crude oil from the
National Iranian Oil Company both on a spot basis and under term commercial
contracts with




                                                                             -4-

durations lower than one year. Our engineering and construction segment performs
certain onshore/offshore construction and perforation activities in Iran.

         We respectfully submit that such activities are immaterial to our
business and do not require specific country-based disclosure in our SEC
filings.

         Since the beginning of our operations in Iran, we have made a large
number of contacts and dealings in that country in the ordinary course of our
business.

         Our activities related to the development of the South Pars 4&5 Project
and the Darquain Project are governed under two service agreements in the nature
of "buy-back" contracts, whereby Eni, as contractor, executes the project and is
entitled to recover the related expenditure through a share in production, which
varies in accordance with the product market price. Our remuneration is
proportional to the investment and subject to the achievement of production
targets.

         Attached as Annex A to this letter is a list of the principal contracts
entered into with Iranian counterparts in the past two years relating to our
operations in Iran, including contracts relating to the South Pars 4&5 and
Darquain Projects.

Libya
- -----

         Our 2004 Form 20-F includes a discussion of the nature and extent of
our exploration and production operations in Libya. See in particular the
discussion in Item 4 on page 25, which we report below for your reference:

"Libya

         Eni started operations in Libya in 1959 with oil fields operated by Eni
accounting for approximately 19% of Libya's annual oil production.

         In 2004 Eni's hydrocarbon production averaged 94 KBOE/d, of these 95%
was oil. The main oil fields operated by Eni are Bu-Attifel (Eni's interest 50%)
onshore in the Central-Eastern desert and Bouri (Eni's interest 30%) in the
Mediterranean offshore facing Tripoli, which accounted for 73% of Eni's
production in Libya.

         Joint development of the gas, oil and condensate fields of Wafa,
located in NC-169 A permit, 520 kilometers South-West of Tripoli, and Bahr
Essalam in the NC-41 permit, located in the Mediterranean offshore, 110
kilometers North of Tripoli, is underway. Eni is partner of the development with
a 50% interest. Within the development of the Wafa field 24 of the 30 planned
producing wells have been completed, as well as the condensate treatment plant
and the laying of the pipeline for the transmission of liquids and gas to the
Mellitah treatment plant. In September 2004 the first gas shipments were made
for the Greenstream gasline and the first shipments of liquids for the Mellitah
plant. Within the development of the Bahr Essalam offshore field, 17 producing
wells of the 27 planned were completed and, the Sabratha



                                                                             -5-

platform is nearing completion along with the laying of the underwater pipeline
for the transmission of liquids and gas to the Mellitah treatment plant.
Production is expected to start in the second half of 2005. Peek production from
the two fields at 240 KBOE/d (124 KBOE/d net to Eni) is expected in 2006. Eni
expects its share of capital expenditure for this project to amount to
approximately euro 3.1 billion for the upstream phase alone.

         Supply in Italy of natural gas through the underwater Greenstream
gasline linking Mellitah to Gela in Sicily started on October 1, 2004. When
fully operational the gasline will allow the export and sale to third parties
283 of 353 BCF/year of natural gas produced from these two fields (see "Gas &
Power").

         Early production was started in January 2004 at the Elephant (el Feel)
oil field in the NC-174 onshore permit (Eni operator with a 33.33% interest) at
6 KBBL/d net to Eni. The development of this field aims at reaching peak
production of 150 KBBL/d (27 KBBL/d net to Eni) in 2007. Production will be
delivered to the Mellitah terminal through a 725-kilometer long pipeline with a
30-inch diameter, currently under construction.

         In the medium term, according to management's plans, the reaching of
full production of fields under development will lead to a significant increase
in Eni's hydrocarbon production in Libya from current levels."

         In the 2005 Form 20-F we expect that the disclosure above will be
updated as follows, principally to reflect developments occurred in the past
year.

"Libya

         Eni started operations in Libya in 1959. In 2005 Eni's hydrocarbon
production averaged 158 KBOE/d, of these 76% was oil and condensates. The main
oil, condensates and gas fields operated by Eni are Wafa onshore in permit
NC-169 A and Bahr Essalam located in the NC-41 permit in the Mediterranean
offshore north of Tripoli, which were started up in September 2004 and August
2005, respectively, as part of the Western Libyan Gas Project (Eni's interest
50%). Production from the two fields is treated at the Mellitah plant under
completion on the Libyan coast. Natural gas is carried to Italy through the
underwater Greenstream gasline. In 2005 the two fields produced 74 KBOE/d. Total
peak production at 128 KBOE/d net to Eni is expected in 2006. When fully
operational in 2007 the gasline will allow the export and sale of 283 BCF/year
(141 BCF/year net to Eni) to third parties on the Italian natural gas market
under long term contracts. In addition 71 BCF/year will be sold on the Libyan
market.

         Other significant fields are: (i) Bu-Attifel (Eni's interest 50%)
onshore in the central-eastern desert and Bouri (Eni's interest 30%) in the
Mediterranean offshore facing Tripoli, which accounted for 43% of Eni's
production in Libya in 2005; (ii) Elephant in the NC-174 onshore permit in the
south-western desert (Eni's interest 23.33%) which in 2005 produced 9 KBBL/d net
to Eni. The development of



                                                                             -6-

this field aims at reaching peak production of 35 KBBL/d net to Eni in 2006.
Production is currently treated at existing facilities and at the Mellitah plant
under upgrading linked through a 725-kilometer long pipeline which started
operations in October 2005.

         In October 2005 following an international bid procedure Eni obtained
an exploration license as operator of 4 onshore blocks with a total acreage of
18,221 square kilometers, located in the Murzuk basin (161/1, 161/2&4, 176/3)
and in the Kufra area (186/1, 2, 3, 4).

         Exploration yielded positive results in offshore block NC-41 (Eni
operator with a 50% interest) with the drilling of well NFW T1-NC41 which found
oil and gas at a depth of 2,770 meters and yielded 4,600 barrels/day of oil and
370,000 cubic meters/day of gas in test production.

         Management plans to increase significantly production of oil and
natural gas in Libya over the medium term."

         In addition to our exploration and production operations, Eni conducts
significant operations in Libya through its gas and power segment. Eni has a 75%
interest in the Greenstream transport system (the remaining 25% share being held
by the National Oil Company) consisting of a compression station in Mellitah, a
submarine gasline 520 kilometers long which links the Libyan coast to the
Italian one and a receiving terminal in Gela (Sicily, Italy). The system is
operating since October, 2004. Eni plans to upgrade the transport capacity of
the gasline from the current 282 BCF per year level to 388 BCF per year with
expected expenditure of approximately $100 million. In addition Eni has signed a
24-year term supply contract with the Libyan National Oil Company for the
purchase of 141 BCF per year of natural gas. These operations have been
disclosed in our form 20-F for 2004 in Item 4- Gas & Power and updated
disclosure will be included in the 2005 Form 20-F.

         Eni's operations in Libya also include limited activities of its
refining and marketing and engineering and construction segments. The principal
activity of the refining and marketing segment in Libya consists of purchasing
crude oil and refined products from the Libyan National Oil Company on the basis
of term commercial contracts with durations lower than one year. Our engineering
and construction segment in Libya performs certain onshore/offshore construction
and perforation activities. We respectfully submit that such activities are
immaterial to our business and do not require specific country-based disclosure
in our SEC filings.

GENERAL -- CONTINUED
- --------------------

         IN VIEW OF THE FACT THAT BOTH IRAN AND LIBYA HAVE BEEN IDENTIFIED BY
         THE U.S. STATE DEPARTMENT AS STATE SPONSORS OF TERRORISM, AND IRAN IS
         SUBJECT TO ECONOMIC SANCTIONS ADMINISTERED BY THE U.S. TREASURY
         DEPARTMENT'S OFFICE OF FOREIGN ASSETS CONTROL (OFAC), PLEASE ADVISE US
         OF THE MATERIALITY TO THE COMPANY OF ITS OPERATIONS IN THESE COUNTRIES,
         AND GIVE US YOUR VIEW AS TO



                                                                             -7-

         WHETHER THOSE OPERATIONS CONSTITUTE A MATERIAL INVESTMENT RISK FOR YOUR
         SECURITY HOLDERS.

         IN PREPARING YOUR RESPONSE, PLEASE CONSIDER THAT EVALUATIONS OF
         MATERIALITY SHOULD NOT BE BASED SOLELY ON QUANTITATIVE FACTORS, BUT
         SHOULD INCLUDE CONSIDERATION OF ALL FACTORS THAT A REASONABLE INVESTOR
         WOULD DEEM IMPORTANT IN MAKING AN INVESTMENT DECISION, INCLUDING THE
         POTENTIAL IMPACT OF CORPORATE ACTIVITIES UPON A COMPANY'S REPUTATION
         AND SHARE VALUE. IN THIS REGARD, WE NOTE THAT ARIZONA AND LOUISIANA
         HAVE ADOPTED LEGISLATION REQUIRING DIVESTMENT FROM, OR REPORTING OF
         INTERESTS IN, COMPANIES THAT DO BUSINESS WITH COUNTRIES DESIGNATED AS
         STATE SPONSORS OF TERRORISM.

         We respectfully direct the Staff's attention to the Company's responses
contained in the letter submitted to the Staff on a confidential basis
concurrently with this response.

         Our operations in Libya have historically been and continue to be
significant for our group. While the 2004 Form 20-F does not include a
quantitative discussion of the portion of Eni's operating profits, capital
expenditure and fixed assets relating to our operations in Libya and Iran, we
believe that the significance of those operations is conveyed adequately in the
narrative included in Item 4.

         In light of the above, our 2004 Form 20-F included a risk factor
discussing the potential sanctions that may be imposed under U.S. law and the
designation of Iran and Libya as states sponsoring terrorism. We intend to
include in 2005 Form 20-F a substantially similar risk factor, amended in the
manner set forth under "Risk Factors" below in order to reflect your comments as
well as legislative changes that we understand have occurred or are under
discussion in the United States.

         We continue to believe that the risk factor language, as amended,
adequately conveys the relevance to Eni of the U.S. legislation with respect to
activities in Iran and Libya and the risk that those present to our results of
operations and financial condition. With respect to the impact of our activities
in those countries on our reputation and share value, we note that Eni has been
operating in Iran since 1957 and in Libya since 1959. We believe that investors
in our securities are well aware of our presence in those countries, which is
both long established and extensively and consistently disclosed in our SEC
filings. With respect to Libya, moreover, the fact that ILSA and OFAC sanctions
have now been lifted and that the U.S. Government has decided to rescind Libya's
designation as a state sponsor of terrorism, should certainly reduce any
possibility of reputational harm to us.




                                                                             -8-

RISK FACTORS
- ------------

         PLEASE AMEND YOUR DISCUSSION OF THE IRAN LIBYA SANCTIONS ACT TO
         DISCLOSE THAT IT WAS ADOPTED WITH THE OBJECTIVE OF DENYING IRAN AND
         LIBYA THE ABILITY TO SUPPORT ACTS OF INTERNATIONAL TERRORISM AND FUND
         THE DEVELOPMENT OR ACQUISITION OF WEAPONS OF MASS DESTRUCTION.

         IN THE PENULTIMATE SENTENCE OF THE RISK FACTOR YOU STATE THAT "IRAN AND
         LIBYA CONTINUE TO BE DESIGNATED BY THE U.S. OFFICE OF GLOBAL SECURITY
         RISKS AS STATES SPONSORING TERRORISM." PLEASE REVISE YOUR DISCLOSURE TO
         REMOVE YOUR REFERENCE TO THE U.S. OFFICE OF GLOBAL SECURITY RISKS AND
         REPLACE IT WITH A REFERENCE TO THE U.S. STATE DEPARTMENT, WHICH IS THE
         FEDERAL AGENCY THAT DESIGNATES STATE SPONSORS OF TERRORISM

         In response to your comment and in order to reflect recently adopted
legislation as well as pending legislative proposals, in our 2005 Form 20-F we
will modify the disclosure of risks related to political considerations as
follows (the proposed changes are highlighted in bold):

         "Substantial portions of Eni's hydrocarbons reserves are located in
countries outside the EU and North America, certain of which may be politically
or economically less stable than EU or North American countries. At December 31,
2005, approximately 73% of Eni's proved hydrocarbons reserves were located in
such countries. See "Item 4-- Exploration & Production -- Oil and Natural Gas
Reserves". Similarly, a substantial portion of Eni's natural gas supply comes
from countries outside the EU and North America. In 2005, approximately 60% of
Eni's supplies of natural gas came from such countries. See "Item 4-- Gas &
Power - Natural Gas Supplies ". Adverse political and economic developments in
any such producing country may affect Eni's ability to continue operating in
that country, either temporarily or permanently, and affect Eni's ability to
access oil and gas reserves. In August 1996, the United States adopted the Iran
and Libya Sanctions Act (the "SANCTIONS ACT") WITH THE OBJECTIVE OF DENYING IRAN
AND LIBYA THE ABILITY TO SUPPORT ACTS OF INTERNATIONAL TERRORISM AND FUND THE
DEVELOPMENT OR ACQUISITION OF WEAPONS OF MASS DESTRUCTION. On April 23, 2004 the
President of the United States terminated the application of the Sanctions Act
to Libya, with the remaining economic sanctions against Libya lifted on
September 23, 2004. The Sanctions Act still applies to Iran and authorizes the
President of the United States to impose sanctions from a six-sanction menu
under certain circumstances against any person, including any foreign company,
making investments in Iran, thus contributing directly and significantly to the
enhancement of Iran's ability to develop its hydrocarbons resources. The
Sanctions Act is scheduled to expire on August 5, 2006. Eni does not believe
that enforcement of the Sanctions Act against it would have a material adverse
effect on its financial condition or results of operations. HOWEVER, A BILL TO
AMEND AND EXTEND THE EXTRA-TERRITORIAL REACH OF THE ECONOMIC SANCTIONS IMPOSED
BY THE UNITED STATES WITH RESPECT TO IRAN HAS BEEN PASSED BY THE U.S. HOUSE OF
REPRESENTATIVES AND MAY LEAD TO THE PASSAGE OF NEW LAWS IN THIS AREA. IRAN



                                                                             -9-

continues to be designated by the U.S. STATE DEPARTMENT as a State sponsoring
terrorism. For a description of Eni's operations in Iran and Libya see "Item 4
- - Information on the Company - Exploration & Production - North Africa and
Rest of the World".

                                       ***

         We are available to discuss the foregoing with you at your convenience.

         If you have any questions relating to this letter, please feel free to
call the undersigned at +39-02-5982-l000 or Oderisio de Vito Piscicelli at
Sullivan & Cromwell LLP.

         Eni acknowledges that it 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 its Form 20-F, and that Eni 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.

                                                     Very truly yours,

                                                     /s/ Marco Mangiagalli
                                                     ---------------------
                                                     Marco Mangiagalli
                                                     Chief Financial Officer
                                                     Eni S.p.A.

cc:      Roger Schwall
         Assistant Director
         Division of Corporation Finance
         Securities and Exchange Commission




                                                                            -10-

         Pradip Bhaumik
         Attorney-Advisor, Division of Corporation Finance
         Securities and Exchange Commission

         Richard C. Morrissey
         Oderisio de Vito Piscicelli
         (Sullivan & Cromwell LLP)






ANNEX A
- -------

         We respectfully direct the Staff's attention to the Company's responses
contained in the letter submitted to the Staff on a confidential basis
concurrently with this response.