Exhibit 11.2   ETHICS AND CONDUCT
REGULATION FOR REPSOL YPF
EMPLOYEES   Approved by the Repsol YPF Board of
Directors on 26 November 2003  
    1.PURPOSE  The purpose of this Regulation
is to set the general guidelines that should govern the conduct of Repsol YPF
and all its employees y carrying out their functions and in their commercial
and professional relations, by abiding with the laws of each country and
respecting the ethical principles of their respective cultures. This Regulation as well as other
previously disclosed regulations and information (Regulations of the Board of
Directors and its Commissions, Regulations for the General Shareholders
Meeting, Annual Corporate Governance Report, Internal Conduct Regulation,
Social Report, etc.) stress Repsol YPFs firm commitment to good corporate
governance, transparency and social responsibility. This Regulation cancels and
replaces any previously existing code of conduct for employees at Repsol YPF,
S.A. or any of its Group Companies, with the exception of the Repsol YPF, S.A.
Group Internal Code of Conduct for the Stock Market, approved by the Repsol
YPF, S.A. Board of Directors in its 11 July 2003 meeting, and the Code of
Ethics and Conduct for YPF employees approved by the YPF, S.A. Directorate in
its 7 August 2003 session.  2.SPHERE OF
APPLICATION  This Regulation applies in all geographical
locations to the CEO, the COO, Directors, and all employees who carry out their
functions at REPSOL YPF, S.A. or in any of the Group companies, as defined in
Article 4 of Law 24/1988 of 28 July of the Stock Market.  3.VALIDITY  The Board of Directors will enforce this Regulation
as of the 5th working day after its approval.  4.MODIFICATIONS  This Regulation, as well as any amendments or the
granting of any exemption relative to any matter set out herein, will require
the approval of the Board of Directors.  Furthermore, the Board of Directors may decide to
make this applicable to any other individual whenever warranted by the
regulations to which Repsol YPF may be subject to.   5.ETHICAL VALUES  The ethical values and basic principles representing
the mandatory guidelines of corporate ethical conduct for those included in the
area of application of this Regulation are:  
    Integrity:  Behavior must be irreproachable
and aligned with rectitude and honesty. We shall promote a strict coherence
between corporate practices and our values. Transparency:Disseminate information on our
management that is appropriate and faithful. Information that is accurate and
verifiable. Clear communication, both internal as well as external. Responsibility:  Assume our
responsibilities and act accordingly, channeling all our efforts in achieving
this objective. Safety:  Provide the optimal
working conditions in terms of health and safety. We demand a high level of
safety in processes, installations, and services, stressing the protection of
employees, contractors, customers, and the immediate surroundings, and convey
this principle to the entire organization.  6.CODE OF CONDUCT
FOR ALL EMPLOYEES  The aforementioned Ethical Values represent the
guidelines that should inspire the basic conduct of all employees in their job
performance in accordance with the principles of loyalty to the Company, good
faith, integrity, respect for the law, and ethical criteria, that define the
code of conduct that should be observed by all employees in carrying out their
professional responsibilities.  This Regulation does not aim to cover all the
possible situations that may arise in the professional sphere but rather sets
out the minimum codes of conduct that should guide all employees in the
performance of their professional duties. The conduct guidelines in this
Regulation must be followed in providing professional services at Repsol YPF..  6.1.Human Rights
and public liberties  Repsol YPF is committed to respecting human rights,
protecting the environment, and cooperating in the development and welfare of
the communities where it operates. These actions define the Companys
responsibility with society.   Repsol YPF undertakes to respect and to uphold the
human rights and public liberties recognized in the Declaration of Human Rights
and the main international agreements in this matter and is committed to
ensuring that the principles in these agreements guide all its policies. The
cornerstone of this commitment is the respect of human dignity.  Moreover, the Company will include actions involving
human rights in the training programs for its employees and will encourage the
use of support tools that promote awareness of these rights to ensure that
these rights are upheld.  Consequently, all Repsol YPF employees should
support this commitment by carrying out their professional activities fully
respecting and protecting human  
   rights and public liberties.  6.2.Equal
opportunities and non-discrimination  Repsol YPF is aware that the professional growth of
each employee is closely related to the individuals full development, and,
consequently, promotes employee training and an environment that is conducive
to equal job opportunities for each and every of its members, ensuring that
there is no discrimination. Promotions will be based on merit, capabilities,
and on-the-job performance.  Repsol YPF employees should treat each other with
respect and promote a comfortable, healthy, and safe job environment. They
should abstain from any type of offensive behavior, or any type of
discrimination based on race, religious or political beliefs, trade union
affiliations, nationality, language, sex, civil status, age, or disability.  Under no circumstances will employees engage in
sexual harassment, abuse their authority, or show any type of aggressive and
hostile behavior that contributes to a climate of intimidation.  6.3.Use and
protection of assets  Repsol YPF provides all employees with the necessary
resources for carrying out their professional responsibilities and is committed
to providing the means that may be necessary for protecting and safeguarding
these resources.  Repsol YPF employees will not use these resources
for their personal use or for non-professional purposes and/or for carrying out
activities that are not directly related to the Companys interests, and will
be responsible for protecting those resources provided for performing their professional
responsibilities.   6.4.Conflict of
interests  Repsol YPF recognizes and respects the financial and
business activities of its employees that are not directly related to the
activities carried out for the Company provided that these are legal and do not
represent a conflict of interests with their responsibilities as Repsol YPF
employees.  Repsol YPF employees should avoid any situation that
could give rise to any conflict between their personal interests and those of
the Company and will abstain from representing the Company, take part or
influence decisions in any situation in which, the employee or any close family
member has a personal interest. Employees should always act in accordance with
their responsibilities, loyally and defending the interests of Repsol YPF.  
   Furthermore, employees may not undertake any tasks,
jobs, or render any services in the benefit of companies in the sector or those
that engage in activities that may, directly or indirectly, compete, or could
compete, with those of Repsol YPF.  Repsol YPF employees who could be affected by a
conflict of interests, will inform the head of their Area before undertaking
any transaction or closing any business deal, in order to make the appropriate
decisions in each specific case thereby avoiding compromising their impartial
job performance.  Repsol YPF employees will not be able to accept any
gifts or compensation, invitations, or any type of favor from any person or
entity that, due to its characteristics, could detract from or compromise a
commercial, professional, or administrative relationship.  Moreover, employees cannot, directly or indirectly,
make any gifts or promises to any individual or entity that has or could have a
commercial, professional, or administrative relationship with Repsol YPF, when
these may be deemed inappropriate in the normal course of business, and in any
case, these should always be made in compliance with the law, the customers
regulations and procedures, and the established procedures in the employees
unit.  6.5.Safety and
protection of the environment  Repsol YPF is committed to carrying out its
activities in such a manner as to minimize the negative impact on the
environment and to achieve a high level of security in its processes,
facilities, and services, paying particular attention to protecting its
employees, contractors, customers, and surroundings.   In this respect, one of the key principles is
prevention, through proper identification, and management of environmental or
safety hazards.  To achieve these objectives, Repsol YPF promotes
environmental and safety training for all its employees, particularly for those
engaging in the management and maintenance of facilities or those directly
affecting our customers, suppliers, and contractors.  Repsol YPF employees, irrespective of their jobs or
geographical location, must be responsible for their own safety as well as for
contributing to the safety of others and the protection of the environment.  These employees, moreover, must be aware of the impact
of the products and processes that they handle, and should pay particular
attention to the safety and environmental impact caused by the consumption,
use, or handling of products to ensure that these will be used in a safe manner
throughout their lifecycle, and that they do not pose any health hazard.  
   6.6.Information
transparency  Repsol YPF believes that information transparency is
an essential principle that should govern its relations with shareholders, and
is committed to ensuring that the information presented to shareholders, to the
stock exchanges where its stock is listed, and to the bodies governing these
markets is accurate and complete and faithfully reflects its financial
situation as well as the results of its operations, and that this information
complies with the deadlines and other requisites set out in the regulations and
general principles governing stock markets and good governance that the Company
has agreed to abide by.  The principle of transparent and accurate
information will also apply to internal communications.  Repsol YPF employees agree to provide accurate
internal and external information. Under no circumstances will the information
that is provided be incorrect or inaccurate or lead to confusion in those
receiving such information.  6.7.Reserved and
Confidential Information  Repsol YPF is aware that information is one of its
key assets and that it is essential for the management of its activities. The
Company, therefore, has developed a security policy for information for the
purpose of safeguarding its integrity, availability, and confidentiality to
minimize the risks that could result from its dissemination and inappropriate
use.   All proprietary information safeguarded by Repsol
YPF that is not of a public nature is considered confidential. All employees,
therefore, are under the obligation to maintain the strictest confidentiality
of all information to which they have access in the performance of their
professional activities.  Furthermore, employees must not make any fraudulent
use of this information and must avoid benefiting from any opportunity of
obtaining any personal profit based on the knowledge acquired in the
performance of their professional duties.  Divulging, disseminating, and using confidential
information for personal purposes is deemed to constitute a breach of loyalty
to Repsol YPF  Conduct in this respect related to the Stock
Markets, are specifically included in the Repsol YPF Internal Code of Conduct
in the Stock Market, as approved on 11 July 2003 by the Board of
Directors, with these regulations applying to those individuals included within
its subjective scope.  
   6.8.Customer
Relations  Repsol YPF assumes, takes the lead, and promotes its
commitment with Total Quality by providing all the resources that may be
necessary for the achievement of Excellence and by establishing the appropriate
measures to ensure that the quality policy is implemented by all employees
pursuant to these principles.  Repsol YPF employees must act with integrity with
the Companys customers and be driven by the objectives of achieving the
highest levels of quality, excellence in providing services, and in the
long-term development of relationships based on mutual trust and respect.  6.9.Relations with
partners  Repsol YPF will establish relationships with its
partners in common businesses based on trust, transparency of information, and
the implementation of common knowledge, experiences, and competencies to reach
the common objectives and mutual benefit. Employees must also be committed to
these relationships and apply the same ethical principles. Employees, in their
commitment to these relationships, will apply the same principles with respect
to ethics and respect, and a favorable environment and teamwork, as if they
were dealing with other Company employees.  6.10.Relations with
vendors and contractors  The processes for selecting vendors and contractors
for Repsol YPF will be carried out impartially and objectively. To this end,
employees must apply quality and cost criteria in these processes and avoid any
personal interests that may be in conflict with those of the Company.   6.11.Protection of
personal data  Repsol YPF encourages the application of new
technologies and is aware of the impact that improper use of these technologies
may have. This is why the Company pays particular attention to ensuring the
right to privacy by protecting the personal data of its customers, vendors,
employees, and public administrations. Repsol YPF employees will not disclose any
personal data obtained from customers, vendors, employees, public
administrations, or the public to guarantee, pursuant to the law in force, the
privacy and the trust that these groups have deposited in the Company.  6.12.Fair
competition  Repsol YPF is committed to the fair competition in
markets and promotes free competition in benefit of consumers and users, always
complying with the law in force.  Repsol YPF employees will not engage in any
deceitful advertising of its  
   business and will avoid all conduct that is or could
be considered an unlawful abuse or restriction of competition.  6.13.Relations with
Governments and authorities  Legality  Repsol YPF expresses its political neutrality and
agrees to faithfully and respectfully comply will all the legal obligations
assumed in any country where it carries out its activities.  Repsol YPF employees must strictly abide by the laws
of the country or the countries in each specific case, and avoid any conduct
that, without constituting a violation of the law, could damage the Companys
reputation in the community, the countrys government, or any other
organization, and adversely affects its businesses and/or image.  No employee will deliberately collaborate with third
parties in violating any law, nor will they engage in any actions that
compromise the respect for the law.  They must act honestly and with integrity in all
their contacts and transactions with the authorities and employees in
governments and administrations and must ensure that all information and
certificates submitted by them, as well as their remarks, are accurate, clear,
and complete.  7.BREACH AND
FAILURE TO COMPLY WITH REGULATIONS  The Ethical Values included in this Regulation are
the cornerstone of the commitments that Repsol YPF has undertaken with its
shareholders, partners, customers, vendors, employees, and society.
Consequently, Repsol YPF employees may inform the heads of their Area of any
breach or violation of the conducts reflected in this document. Repsol YPF will
not condone any reprisals with respect to those employees who, in good faith,
communicate any type of non-compliance, and will impose sanctions, pursuant to
labor regulations currently in force, for those non-compliances or violations
representing any work infraction, without prejudice of other responsibilities
that may concur.