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U.S. Securities and Exchange Commission

July 29, 2002

William A. Groll, Esq.
Cleary, Gottlieb, Steen & Hamilton
City Place House
55 Basinghall Street
London EC2V 5EH, England

Re: Saipem SpA Offer for Shares and ADSs of Bouygues Offshore S.A.

File No. TP 02-102

Dear Mr. Groll:

In regard to your letter dated July 29, 2002, as supplemented by conversations with the staff, our response is attached to the enclosed photocopy of your letter. By doing this, we avoid having to recite or summarize the facts set forth in your letter. Each defined term in our response has the same meaning as defined in your letter, unless otherwise noted.


Without necessarily concurring in your analysis and based on your representations and the facts presented in your letter, the United States Securities and Exchange Commission (Commission) hereby grants exemptions from Rules 14d-10 and 14e-5 under the Securities Exchange Act of 1934 (Exchange Act). The exemption from Rule 14d-10(a)(1) is to permit Saipem SpA (Saipem) to make the U.S. Offer available only to U.S. persons who hold Shares of Bouygues Offshore S.A. (Bouygues Offshore) and all holders of ADSs. All non-U.S. persons who hold Shares can participate in the International Offer, to be held simultaneously with the U.S. Offer. This exemption is based in part on your representation that the structure and procedures for the mandatory standing offer are required under applicable French law.

The exemption from Rule 14e-5 is to permit Saipem to purchase Shares of Bouygues Offshore pursuant to the International Offer during the U.S. Offer. The exemption from Rule 14e-5 does not apply to purchases of shares by Saipem prior to this exemption being granted. In addition, you do not request, and we do not grant, any relief regarding purchases or arrangements to purchase Shares or ADSs otherwise than pursuant to the Offers.

Finally, the Division of Corporation Finance will not recommend enforcement action if the International Offer is conducted without compliance with Section 14(d) of the Exchange Act, Rule 13e-3 and Regulation 14D under the Exchange Act, as described in your letter.

The foregoing exemptions from Rules 14d-10 and 14e-5 and no-action position under Section 14(d), Rule 13e-3 and Regulation 14D are based solely on your representations and the facts presented and are strictly limited to the application of these rules to the proposed transactions. Such transactions should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations.

In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the participants in the Offers. The Divisions express no view with respect to any other questions that the proposed transactions 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 transactions.


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

Mauri L. Osheroff
Associate Director (Regulatory Policy)
Division of Corporation Finance

For the Commission, by the
Division of Market Regulation,
pursuant to delegated authority,

James A. Brigagliano
Assistant Director
Division of Market Regulation

Incoming Letter:

Incoming Letter is in PDF format.


Modified: 02/10/2005