<PAGE>

                                                                       EXHIBIT 1


                                Eni S.p.A. By-Law


ARTICLE 1

1.1 "Eni S.p.A." resulting from the transformation of Ente Nazionale
Idrocarburi, a public law agency, established by Law 136 of February 10, 1953,
is regulated by these by-laws.

ARTICLE 2

2.1 The registered head office of the company is located at Piazzale Enrico
Mattei 1, Rome, Italy. Eni S.p.A. branches are located in:

San Donato Milanese (MI) - Via Emilia, 1;
San Donato Milanese (MI) - Piazza Ezio Vanoni, 1
Gela (CL) - Strada Provinciale, 82.

2.2 Main representative offices, affiliates and branches may be established
and/or wound up in Italy or abroad in compliance with the law.

ARTICLE 3

3.1 The company is expected to exist until December 31, 2100. Its duration may
be extended one or more times by resolution of the shareholders' meeting.


ARTICLE 4

4.1 The company objects are the direct and/or indirect management, by way of
shareholdings in companies, agencies or businesses, of activities in the field
of hydrocarbons and natural vapours, such as exploration and development of
hydrocarbon fields, construction and operation of pipelines for transporting the
same, processing, transformation, storage, utilisation and trade of hydrocarbons
and natural vapours, all in respect of concessions provided by law.

The company also has the object of direct and/or indirect management, by way of
shareholdings in companies, agencies or businesses, of activities in the fields
of chemicals, nuclear fuels, geothermy and renewable energy sources, in the
sector of engineering and construction of industrial plants, in the mining
sector, in the metallurgy sector, in the textile machinery sector, in the water
sector, including derivation, drinking water, purification, distribution and
reuse of waters; in the sector of environmental protection and treatment and
disposal of waste, as well as in every other business activity that is
instrumental, supplemental or complementary with the aforementioned activities.
The company also has the object of managing the technical and financial
co-ordination of subsidiaries and affiliated companies as well as providing
financial assistance on their behalf. The company may perform any operations
necessary or useful for the achievement of the company objects; by way of
example, it may initiate operations involving real estate, moveable goods, trade
and commerce, industry, finance and banking asset and liability operations, as
well as any action that is in any way connected with the company objects with
the exception of public fund raising and the performance of investment services
as regulated by Legislative Decree No. 58 of February 24, 1998.

The company may take shareholdings and interests in other companies or
businesses with objects similar, comparable or complementary to its own or those
of companies in which it has holdings, either in Italy or abroad, and it may
provide real and or personal bonds for its own and others' obligations,
especially guarantees.




<PAGE>

ARTICLE 5

5.1 The company capital is euro 4,001,116,976 (four billion one million one
hundred and sixteen thousand nine hundred and seventy-six) represented by
4,001,116,976 (four billion one million one hundred and sixteen thousand nine
hundred and seventy-six) shares of ordinary stock with a nominal value of euro 1
(one) each.

5.2 Shares may not be split up and each share is entitled to one vote.

5.3 The fact of being a Shareholder in itself constitutes approval of these
by-laws.

5.4 The Board of Directors in execution of the delegation of authority resolved
pursuant to Article 2443 of the Civil Code by the Shareholders' Meeting held on
June 6, 2000 approved in the Meetings held on June 21, 2000 and June 7, 2001 to
increase the company capital up to euro 3,500,000 (three million five hundred
thousand). Therefore the Board resolved to issue up to 3,500,000 (three million
five hundred thousand) ordinary shares nominal value euro 1 (one) each, bearing
regular coupon, by using the Reserve for the issue of shares pursuant to Article
2349 of the Civil Code for a corresponding amount. The shares have been assigned
pursuant to Article 2349 of the Civil Code to managers employed by the company
and its subsidiaries controlled directly or indirectly by Eni S.p.A. pursuant to
Article 2359 of the Civil Code who have achieved the pre-set annual corporate
and individual targets. In the two-year period concerned by the Plan the total
figure of the commitments of share offerings was 1,428,550 in the year 2000 and
1,851,750 in the year 2001 for a total amount of 3,280,300 shares. Eni share
capital will be increased up to the amount corresponding to the shares
subscribed until the term of December 31, 2004.

5.5 The Board of Directors in execution of the delegation of authority resolved
pursuant to Article 2443 of the Civil Code by the Shareholders' Meeting held on
August 2, 2000, approved in the Meetings held on September 26, 2000 to increase
through cash payment the company capital up to euro 15,000,000 (fifteen
million). Therefore the Board resolved to issue up to 15,000,000 (fifteen
million) shares of ordinary stock, nominal value euro 1 (one) each, bearing
regular coupon. The related shareholders' pre-emptive rights have been excluded
pursuant to Article 2441, last Paragraph, of the Civil Code and Article 134,
second and third Paragraph, of Legislative Decree No. 58 dated February 24,
1998.

The subscription rights offered are 14,369,500; Senior Managers employed by the
company and its subsidiaries controlled directly or indirectly by Eni S.p.A.
pursuant to Article 2359 of the Civil Code in those positions qualified by Eni
S.p.A. Board of Directors, according to Eni evaluation criteria, as those that
mainly contribute to Eni Group results are therefore allowed to subscribe a
corresponding amount of shares. The subscription is subject to the achievement
in the month of July 2002 of the Eni shares market price target pre-set by Eni
S.p.A. Board of Directors.

5.6 Pursuant to Article 2443 of the Civil Code, the Board of Directors is
delegated to increase the company share capital, for no consideration and within
December 31, 2002, in one or more times, pursuant to Article 2349 of the Civil
Code, up to euro 1,500,000 (one million five hundred thousand). The Board may
therefore issue up to 1,500,000 (one million five hundred thousand) ordinary
shares nominal value 1 (one) euro each, bearing regular coupon, by using the
Reserve for the issue of shares pursuant to Article 2349 of the Civil Code for a
corresponding amount. The shares to be issued will be assigned pursuant to
Article 2349 of the Civil Code to managers employed by the company and its
subsidiaries controlled directly or indirectly by Eni S.p.A. pursuant to Article
2359 of the Civil Code, listed subsidiaries excepted, who have achieved the
pre-set 2001 individual targets. The shares will be offered for


                                                                               2

<PAGE>

subscription for no consideration within a month from the expiration of a
three-year term commencing as of the date of the communication of the commitment
of the offer to the assignee. The company capital will be increased up to the
amount corresponding to the shares subscribed until the term of June 30, 2006.

The Board of Directors is empowered to adopt any act to define terms and
conditions for the execution of the share capital increase, including but not
limited to the approval of the "Regulations of the 2002 Plan of Assignation of
Eni S.p.A. shares to be issued pursuant to Article 2349 of the Civil Code".

ARTICLE 6

6.1 Pursuant to Article 3 of Law Decree 332 of May 31, 1994, converted with
amendments into Law 474 of July 30, 1994, no one, in any capacity, may own
company shares that entail a holding of more than 3 per cent of voting share
capital. Such maximum shareholding limit is calculated by taking into account
the aggregate shareholding held by the controlling entity, either a physical or
legal person or company; its directly or indirectly controlled entities, as well
as entities controlled by the same controlling entity; affiliated entities as
well as people related to the second degree by blood or marriage, also in the
case of a legally separated spouse. Control exists, with reference also to
entities other than companies, in the cases envisaged by Article 2359,
paragraphs 1 and 2 of the Civil Code. Affiliation exists in the case set forth
in Article 2359, paragraph 3 of the Civil Code as well as between entities that
directly or indirectly, by way of subsidiaries, other than those managing
investment funds, are bound, even with third parties, in agreements regarding
the exercise of voting rights or the transfer of shares or portions of third
companies or, in any event, in agreements or pacts as per Article 122 of
Legislative Decree No. 58 of February 24, 1998 regarding third party companies
if said agreements or pacts concern at least 10 per cent of the voting capital,
if they are listed companies, or 20 per cent if they are unlisted companies.

The aforementioned shareholding limit (3 per cent) is calculated by taking into
account shares held by any fiduciary nominee or intermediary. Any voting rights
attributable to voting capital held or controlled in excess of the maximum limit
indicated in the foregoing cannot be exercised and the voting rights of each
entity to whom such limit on shareholding applies are reduced in proportion,
unless otherwise jointly provided in advance by the parties involved. In the
event that shares exceeding this limit are voted, any Shareholders' resolution
adopted pursuant to such a vote may be challenged pursuant to Article 2377 of
the Civil Code, if the required majority had not been reached without the votes
exceeding the aforementioned maximum limit. Shares not entitled to vote are
included in the determination of the quorum at shareholders' meetings.

6.2 Pursuant to Article 2, paragraph 1 of Law Decree 332 of May 31, 1994,
converted with amendments into Law 474 of July 30, 1994, the Minister of
Treasury, Budget and Economic Planning in agreement with the Minister of
Industry, Trade and Crafts, retains the following special powers sanctioned in
the forms envisaged by the aforementioned Law 474 of 1994:

approval to be expressly granted on the acquisition of material shareholdings by
entities affected by the shareholding limit as set forth in Article 3 of Law
Decree 332 of May 31, 1994, converted with amendments into Law 474 of July 30,
1994, by which are meant those representing 3 per cent of share capital with the
right to vote at the ordinary shareholders' meeting. Approval must be granted
within sixty days of the date

                                                                               3

<PAGE>


of notice which must be filed by the Board of Directors at the time request is
made for registration in the Shareholders' book. Until approval is granted and,
in any case, after expiration of the term, the transferee can not exercise
voting rights and, in any case, non economic rights connected with the shares
that represent a material shareholding. In the event that approval is denied or
the term expires without such approval, the transferee must sell said shares
within one year. Failing to comply, the law courts, at the request of the
Minister of Treasury, Budget and Economic Planning, will order the sale of
shares that represent a material shareholding according to the procedures as per
Article 2359-ter of the Civil Code;

approval to be expressly granted as condition for the validity of Shareholders'
or other agreements as per Article 122 of Legislative Decree No. 58 of February
24, 1998, involving 3 per cent or more of the share capital with the right to
vote at ordinary shareholders' meetings. Until approval of such Shareholders' or
other agreement is granted and, in any case, after expiration of the term, the
Shareholders participating in such agreement can not exercise voting rights and,
in any case, non economic rights connected with the shares. The power of
approval must be exercised within sixty days of the date when CONSOB notifies
the Ministry of Treasury, Budget and Economic Planning of pertinent pacts and
agreements as per the aforementioned Article 122 of Legislative Decree No. 58 of
February 24, 1998. In the event such approval is denied or the term expires
without such approval, such agreements are ineffective;

veto power with respect to resolutions to dissolve the company, to transfer the
business, to merge, to demerge or to transfer the company's registered office
abroad, to change the company objects and to amend the by-laws cancelling or
modifying the powers as per letters a), b), c) and d) of this Article;

appointment of one member to the Board of Directors and one member to the Board
of Statutory Auditors. Should such appointed Director or Auditor lapse, the
Minister of Treasury, Budget and Economic Planning in agreement with the
Minister of Industry, Trade and Crafts, will appoint his corresponding
replacement.

ARTICLE 7

7.1 When shares are fully paid, and if the law so allows, they may be issued to
the bearer. Bearer shares may be converted into registered shares and
vice-versa. Conversion operations are performed at the Shareholder's expense.

ARTICLE 8

8.1 In the event, and for whatever reason, a share belongs to more than one
person, the rights relating to said share may not be exercised by other than one
person or by a proxy for all co-owners.

ARTICLE 9

9.1 The shareholders' meeting may resolve to increase the company capital and
establish terms, conditions and means thereof.

9.2 The shareholders' meeting may resolve to increase the company capital by
issuing shares, including shares of different classes, to be assigned for no
consideration pursuant to Article 2349 of the Civil Code.

ARTICLE 10

10.1 Payments on shares are requested by the Board of Directors in one or more
times.

10.2 Shareholders who are late in payment are charged an interest calculated at
the

                                                                               4

<PAGE>


official discount rate established by the Bank of Italy besides the
provisions envisaged in Article 2344 of the Civil Code.

ARTICLE 11

11.1 The company may issue bonds, including convertibles and warrant bonds in
compliance with the law.

11.2 Pursuant to Article 2420-ter of the Civil Code, the Board of Directors may
issue bonds, in one or more times and in one or more tranches, including bonds
convertible into shares issued by Eni S.p.A. controlled subsidiaries and/or
warrant bonds to purchase or subscribe shares of Eni S.p.A. controlled
subsidiaries, up to the amount corresponding to the counter-value of euro
4,000,000,000 (four billion). Bonds may be issued for a period of five years
commencing as of May 30, 2002.

The Board of Directors is empowered to adopt any act, included but not limited
to the fixing of yield, duration and the regulation of the issues.

ARTICLE 12

12.1 Ordinary and extraordinary shareholders' meetings are usually held at the
company registered office unless otherwise resolved by the Board of Directors,
provided however they are held in Italy.

12.2 Ordinary meetings must be called at least once a year to approve the
financial statements, within six months of the end of the business year, also
considering the holding and financial nature of the company's activity conducted
pursuant to Article 4 of these by-laws.

ARTICLE 13

13.1 Attendance to the Meeting requires that all shares, including registered
shares, be deposited in advance in compliance with the law and as set forth in
the notice of the Meeting, that must be published also in compliance with the
rules in force regulating the exercise of the vote by mail.

ARTICLE 14

14.1 Each Shareholder entitled to attend the Meeting may also be represented in
compliance with the law by a person appointed by written proxy. Incorporated
entities and companies may attend the Meeting by way of a person appointed by
written proxy. In order to simplify collection of proxies issued by Shareholders
who are employees of the company or its subsidiaries and members of Shareholders
associations incorporated under and managed pursuant to current legislation
regulating proxies collection, notice boards for communications and rooms to
allow proxies collection are made available to said associations according to
terms and conditions agreed from time to time by the company with the
associations representatives.

14.2 The Chairman of the Meeting has to assure the regularity of written proxies
and, in general, the right to attend the Meeting.

14.3 The right to vote may also be exercised by mail according to the laws and
regulations in force concerning this matter.

14. Eni S.p.A. shareholders' meetings are disciplined by Eni S.p.A.'s
shareholders' meeting Regulation approved by the ordinary shareholders' meeting.

ARTICLE 15

15.1 The Meeting is chaired by the Chairman of the Board of Directors, or in the
event of absence or impediment, by the Managing Director; in absence of both, by
another


                                                                               5

<PAGE>


person, duly delegated by the Board of Directors, failing which the Meeting may
elect its own Chairman.

15.2 The Chairman of the Meeting is assisted by a Secretary, who need not be a
Shareholder, to be designated by the Shareholders present, and may appoint one
or more scrutineers.

ARTICLE 16

16.1 The ordinary shareholders' meeting decides on all the matters for which it
is legally entitled and on the transfer of the business.

16.2 Resolutions either at ordinary or extraordinary meetings, either on first,
second or third call, must be taken with the majority required by the law in
each case.

16.3 Resolutions of the Meeting taken in compliance with the law and these
by-laws are binding for all Shareholders even if absent or dissenting.

16.4 The minutes of ordinary meetings must be signed by the Chairman and the
Secretary.

16.5 The minutes of extraordinary meetings must be drawn up by a notary public.

ARTICLE 17

17.1 The company is managed by a Board of Directors consisting of no fewer than
three and no more than nine members. The shareholders' meeting determines the
number within these limits.

17.2 The Board of Directors is appointed for a period of up to three years and
may be reappointed pursuant to Article 2383 of the Civil Code.

17.3 The Board members, except for the one appointed pursuant to Article 6.2,
letter d) of these by-laws, are appointed by the shareholders' meeting on the
basis of lists presented by Shareholders and by the Board of Directors, in such
lists the candidates must be listed in numerical order. Should the retiring
Board of Directors present its own candidate list, it must be deposited at the
company's registered office and published in at least three Italian newspapers
of general circulation, two of them business dailies, at least twenty days
before the date set for the first call of the shareholders' meeting. Candidate
lists presented by Shareholders must be deposited at the company registered
office and published as indicated in the foregoing at least ten days before the
date set for the first call of the shareholders' meeting.

Each Shareholder may present or take part in the presenting of only one
candidate list and each candidate may appear in one list only or he will be
ineligible. Only those Shareholders who, alone or together with other
Shareholders, represent at least 1 per cent of voting share capital at the
ordinary shareholders' meeting may present candidate lists. In order to
demonstrate the title on the number of shares necessary to present candidate
lists, the Shareholders must present and/or deliver to the company registered
office a copy of the admission tickets issued by the depositaries of their
shares at least five days prior to the date set for the first call of the
shareholders' meeting. Together with each list, within the aforementioned time
limits, statements must be presented in which each candidate accepts his
nomination and attests, in his own responsibility, that he possesses the
requisites required by the norms in force for the corresponding appointments and
that causes for his ineligibility and incompatibility are non existing.

Each person entitled to vote may vote for a candidate list only. Board members
will be elected in the following manner:

seven tenths of the members to be elected will be drawn out from the candidate
list that receives the majority of votes expressed by the Shareholders in the
numerical order in which


                                                                               6

<PAGE>


they appear on the list, rounded off in the event of a fractional number to the
next lower number;

the remaining Board members will be drawn out from the other candidate lists; to
this purpose the votes obtained by each candidate list will be divided by one or
two depending on the number of the members to be elected. The quotients thus
obtained will be assigned progressively to candidates of each said list in the
order given in the lists themselves. Quotients thus assigned to candidates of
said lists will be set in one decreasing numerical order. Those who obtain the
highest quotients will be elected.

In the event that more than one candidate obtains the same quotient, the
candidate elected will be the one of the list that has not hitherto had a Board
member elected or that has elected the least number of Board members.

In the event that none of the lists has yet elected a Board member or that all
of them have elected the same number of Board members, the candidate from all
such lists who has obtained the largest number of votes will be elected. In the
event of equal list votes and equal quotient, a new vote will be taken by the
entire shareholders' meeting and the candidate elected will be the one who
obtains a simple majority of the votes; to appoint Board members for any reason
not covered by the terms of the aforementioned procedure, the shareholders'
meeting will make a resolution with the majorities prescribed by the law.

17.4 The shareholders' meeting may, even during the Board's term of office,
change the number of members of the Board of Directors, always within the limits
set forth in paragraph 17.1 above, and make the relating appointments. Board
members so elected will expire at the same time as the rest of the Board.

17.5 If during the term of office one or more members leave the Board, action
will be taken in compliance with Article 2386 of the Civil Code with exception
of the Board member appointed pursuant to Article 6.2 letter d) of these
by-laws. If a majority of members leaves the Board, the whole Board will be
considered lapsed and the Board must promptly call a shareholders' meeting to
appoint a new Board.

ARTICLE 18

18.1 If the shareholders' meeting has not appointed a Chairman, the Board will
elect one of its members.

18.2 The Board, at the Chairman's proposal, appoints a Secretary, who need not
belong to the company.

ARTICLE 19

19.1 The Board meets in the place indicated in the notice whenever the Chairman
or, in case of absence or impediment, the Managing Director deems necessary, or
when written application has been made by the majority of the members. The Board
of Directors may be convened also pursuant to Article 28.4 of the by-laws. The
Board of Directors' meetings may be held by videoconference if each of the
participants to the meetings may be identified and if each is allowed to follow
the discussion and take part to it in real time. If said conditions are met, the
Meeting is considered duly held in the place where the Chairman and the
Secretary are present.

19.2 Usually notice is given at least five days in advance. In cases of urgency
notice may be sent earlier. The Board of Directors decides on how to convene its
meetings.

19.3 The Board of Directors must likewise be convened when so requested by at
least two Board members or by one member if the Board consists of three members
to decide on a specific matter considered of particular importance, pertaining
to management, matter to be indicated in the request. In this case, if the Board
of Directors' meeting is not called within 15


                                                                               7

<PAGE>



days, or if no resolution can be taken because there is not a quorum or the
Meeting is not held within thirty days, such decision must be put to the
shareholders' meeting, should such request be made by at least two Board members
or by one if the Board consists of three members. The shareholders' meeting will
be called promptly by the Board of Directors or, failing that, by the Board of
Statutory Auditors.

ARTICLE 20

20.1 The Chairman of the Board or, in his absence, the oldest Board member in
attendance chairs the Meeting.

ARTICLE 21

21.1 A majority of members of the Board must be present for a Board meeting to
be valid.

21.2 Resolutions are taken with a majority vote of those present; should votes
be equal, the person who chairs the Meeting has a casting vote.

ARTICLE 22

22.1 Resolutions of the Board are entered in the minutes, which are recorded in
a book kept for that purpose pursuant to the law, and said minutes are signed by
the Chairman of the Meeting and by the Secretary.

22.2 Copies of the minutes are bona fide if they are signed by the Chairman or
the person acting for him and countersigned by the Secretary.

ARTICLE 23

23.1 The Board of Directors is invested with the fullest powers for ordinary and
extraordinary management of the company and, in particular, the Board has the
power to perform all acts it deems advisable for the implementation and
achievement of the company objects, except for the acts that the law or these
by-laws reserve for the shareholders' meeting.

23.2 The Board of Directors and the Managing Director report timely, at least
every three months and however in the Board of Directors meetings, to the Board
of Statutory Auditors on the activities and on the most relevant operations
regarding the operational, economic and financial management of the company and
its subsidiaries; in particular the Board of Directors and the Managing Director
report to the Board of Statutory Auditors on operations entailing potential
conflicts of interest.


ARTICLE 24

24.1 The Board of Directors delegates its powers to one of its members in
compliance with the limits set forth in Article 2381 of the Civil Code; in
addition the Board of Directors may delegate powers to the Chairman for
researching and promoting integrated projects and strategic international
agreements. The Board of Directors may at any time withdraw the delegations of
powers hereon; if the Board of Directors withdraws powers delegated to the
Managing Director, a new Managing Director is simultaneously appointed.

The Board of Directors, upon proposal of the Chairman and in agreement with the
Managing Director, may confer powers for single acts or categories of acts on
other members of the Board of Directors. The Chairman and the Managing Director,
in compliance with the limits of their delegations, may delegate and empower
company employees or persons not belonging to the company to represent the
company for single acts or specific categories of acts.

Further, on proposal of the Managing Director and in agreement with the
Chairman, the Board of Directors may also appoint one or more General Managers
and determines the



                                                                               8

<PAGE>



powers to be conferred to them.

ARTICLE 25

25.1 Legal representation towards any judicial or administrative authority and
towards third parties, together with the company signature, are vested either
onto the Chairman or the Managing Director.

ARTICLE 26

26.1 The Chairman and the members of the Board are remunerated in an amount
established by the ordinary shareholders' meeting. Said resolution, once taken,
will remain valid for subsequent business years until the shareholders' meeting
decides otherwise.

ARTICLE 27

27.1 The Chairman:

a) represents the company according to the provisions of Article 25.1;

b) chairs the shareholders' meeting pursuant to Article 15.1;

c) convenes and chairs meetings of the Board of Directors pursuant to Articles
19.1 and 20.1;

d) ascertains whether Board resolutions have been implemented;

e) exercises the powers delegated to him by the Board of Directors pursuant to
Article 24.1 of these by-laws.

ARTICLE 28

28.1 The Board of Statutory Auditors consists of five effective members and two
alternate members. The Auditors shall have the professional and honour
requirements set forth by the Ministerial Decree No. 162, dated March 30, 2000
issued by the Ministry of Justice.

Pursuant to the aforementioned Ministerial Decree, the matters strictly
connected to those of interest of the Company are: companies law, business
economics and corporate finance. Pursuant to said Ministerial Decree, the
sectors strictly connected with those of interest of the Company are the
engineering and geological sectors.

Those who are already appointed effective auditor in at least five companies
with securities listed on regulated securities markets other than Eni S.p.A.
subsidiaries may not be appointed Statutory Auditor; if elected, they will
lapse.

28.2 The effective Auditors, except for the one appointed pursuant to Article
6.2 letter d) of these by-laws, and the alternate Auditors are appointed by the
shareholders' meeting on the basis of lists presented by the Shareholders; in
such lists candidates are listed in numerical order. For the presentation,
deposit and publication of candidate lists the procedures set forth in Article
17.3 apply.

Lists shall be divided into two sections: the first one for the candidates to be
appointed effective Auditors and the second one for the candidates to be
appointed alternate Auditors. At least the first candidate of each section shall
be chartered accountant and have exercised audit activities for at least three
years.

Two effective Auditors and one alternate Auditor will be drawn in such order
from the list with the majority of votes. The other two effective Auditors and
the other alternate Auditor will be appointed pursuant to Article 17.3, letter
b) of the by-laws. The procedure described in this last Article shall be applied
to each section of the lists involved separately.

To appoint effective or alternate Auditors for any reason not elected according
to the terms of the aforementioned procedure, the shareholders' meeting will
make a resolution



                                                                               9

<PAGE>


with the majorities prescribed by the law.

The chairmanship of the Board of Statutory Auditors will go to the Auditor
appointed pursuant to Article 6.2, letter d) of these by-laws. Should an
effective Auditor drawn out from the candidate list that receives the majority
of votes expressed by the Shareholders be replaced, he will be succeeded by the
alternate Auditor drawn out from the same candidate list; should an effective
Auditor drawn out from the other candidate list be replaced, he will be
substituted pursuant to Article 17.3, letter b) of the by-laws; should the
Chairman of the Board of the Statutory Auditors be replaced, Article 6.2, letter
d) of these by-laws shall apply.

28.3 Retiring Auditors may be reelected.

28.4 Subject to a previous communication to the Chairman of the Board of
Directors, the Board of Statutory Auditors is empowered to convene the
shareholders' meeting and the Board of Directors. At least two effective
Auditors are empowered to convene the shareholders' meeting and the Board of
Directors, too.

ARTICLE 29

29.1 The business year ends on December 31 every year.

29.2 At the end of each business year, the Board of Directors sees to the
preparation of the company financial statements in conformity with the law.

29.3 The Board of Directors may, during the course of the business year, pay
interim dividends to the Shareholders.

ARTICLE 30

30.1 Dividends not collected within five years of the day on which they are
payable will be prescribed in favour of the company and allocated to reserves.

ARTICLE 31

31.1 In the event the company is wound up, the shareholders' meeting will decide
the manner of liquidation, appoint one or more liquidators and determine their
powers and remuneration.


ARTICLE 32

32.1 For matters not expressly regulated by these by-laws, the norms of the
Civil Code and specific laws concerning these matters will apply.

32.2 The Ministry of Treasury, Budget and Economic Planning may retain his
shareholding in the company share capital in excess of the limit set forth in
Article 6.1 of these by-laws and will not be subject to the provisions of said
Article 6.1 for the period set by the law.

ARTICLE 33

33.1 The company retains all assets and liabilities held before its
transformation by the public law agency Ente Nazionale Idrocarburi.



                                                                              10

<PAGE>



DATE OF              AMENDMENTS
EXTRAORDINARY
SHAREHOLDERS'
MEETING


OCTOBER 16, 1995     AMENDMENTS TO ARTICLES 5, 6, 13, 14, 15, 16, 17, 23, 28
                     AND 32.

                     These amendments have been approved in order to comply with
                     Law dated 30 July 1994 no. 474 regarding: "Norms to
                     accelerate the government's and public corporations'
                     disengagement in companies share capital".

                     ART.5: inserted sub-sections 5.2 (each share gives right to
                     one vote) and 5.3 (each shareholder accepts the provisions
                     of the By-Laws).

                     ART. 6: fixed the 3% limit to the participation a
                     shareholder may hold in the company share capital (6.1) and
                     established special powers in favour of the Minister of
                     Treasury (6.2).

                     ART. 13: inserted the cross reference with provisions
                     concerning the exercise of vote by mail.

                     ART. 14: inserted the vote by mail in the Shareholders'
                     Meeting (14.3).

                     ART. 15: inserted the faculty of appointing one ore more
                     scrutinizers in the Shareholders' Meetings in order to
                     facilitate the voting procedures (15.2).

                     ART. 16: fixed in more than one fifth the deliberative
                     quorum of the Extraordinary Shareholders' Meeting to be
                     held on third call (16.2).

                     ART. 17: inserted the appointment of the Directors by lists
                     of candidates.

                     ART. 23: inserted the reference to the By-laws when the
                     Board of Directors' powers are determined (23.1).

                     ART. 28: inserted the appointment of the Statutory Auditors
                     by lists of candidates (28.2).

                     ART. 32: admitted the non-compliance with art. 6.1 of the
                     By-Laws for the participation held by the Minister of
                     Treasury in the company's share capital (32.2).

JUNE 20, 1997        AMENDMENTS TO ARTICLES 24, 27, 28 AND 11.

                     ART. 24: enabled the Board of Directors to appoint one or
                     more general managers and to delegate powers to the
                     Chairman for identifying and promoting integrated projects
                     and strategic international agreements.

                     ART. 27: added letter e) in the list of powers to the
                     Chairman regarding the exercise of the powers conferred to
                     him by the Board of Directors.

                                                                              11

<PAGE>


                     ART. 28: set the number of effective Auditors from a
                     minimum of three to a maximum of five (28.1).

                     ART. 11: delegation to the Board of Directors to issue
                     bonds.

JANUARY 31, 1998     AMENDMENTS TO ARTICLES 2, 9 AND 17.

                     ART. 2: cancelled the Eni's branch located in Via del
                     Serafico, 89/91-Rome (2.1).

                     ART. 9: inserted sub-section 9.2 to allow the issue of
                     shares to be assigned for no consideration pursuant to art.
                     2349 of the Italian Civil Code.

                     ART. 17: reduced the number of Directors to be drawn out
                     from the candidate list that receives the majority of votes
                     expressed by the shareholders and consequently increased
                     the number of Directors to be drawn out from the other
                     candidate lists (17.3).

JUNE 17, 1998        AMENDMENTS TO ARTICLE 5.

                     ART. 5: inserted sub-section 5.4 to empower the Board of
                     Directors to increase the company share capital by issuing
                     ordinary shares to be assigned for no consideration to
                     managers employed by the company and its subsidiaries.

DECEMBER 4, 1998     AMENDMENTS TO ARTICLES 1, 4, 6 AND 32, 14, 16, 19, 23
                     AND 28.

                     ART. 1: modified the company's name from ENI S.p.A. to Eni
                     S.p.A.

                     ART.4: cancelled the reference in the company's object to
                     repealed Law no. 1/91.

                     Articles 6 and 32: substituted the words "Minister/Ministry
                     of Treasury" with "Minister/Ministry of Treasury, Budget
                     and Economic Planning".

                     ART. 14: inserted provisions in order to facilitate the
                     collection of proxies by Shareholders who are employees of
                     the company and its subsidiaries (14.1) and introduced a
                     cross reference to the Shareholders' Meetings Regulation
                     (14.4).

                     ART. 16: cancelled the reference to repealed art. 2369-bis
                     of the Italian Civil Code (16.2).

                     ART. 19: set out that the Board of Directors may be
                     convened also by two effective Statutory Auditors and the
                     Board Meetings may be held by videoconference (19.1).

                     ART. 23: inserted amendments in compliance with article 150
                     of the Legislative Decree no. 58/1998 regarding duties of
                     the Board of Directors


                                                                              12

<PAGE>


                     to inform the Board of Statutory Auditors (23.1).

                     ART. 28: set to five the number of the effective Auditors
                     and to five the maximum number of appointments of Eni
                     S.p.A. Statutory Auditors in listed companies not
                     controlled by Eni S.p.A. (28.1); modified the provisions
                     regarding the appointment of the Statutory Auditors (28.2)
                     and empowered at least two effective Statutory Auditors to
                     convene the Shareholders' and the Board of Directors'
                     meetings (28.4)

JUNE 6, 2000         AMENDMENTS TO ARTICLE 5.

                     Revoked the delegation of authority conferred to the Board
                     of Directors by Shareholders' Meeting on June 17, 1998 and
                     authorized the Board of Directors to increase the company
                     share capital by issuing ordinary shares to be assigned for
                     no consideration to managers employed by the company and
                     its subsidiaries (5.4).

AUGUST 2, 2000       AMENDMENTS TO ARTICLE 5.

                     Inserted sub-section 5.5 to empower the Board of Directors
                     to increase the company share capital by issuing ordinary
                     shares in connection with the adoption of a Stock Option
                     Plan.

JUNE 1, 2001         AMENDMENTS TO ARTICLES 5 AND 11.

                     Modified the numerical expressions of the share capital and
                     of the number of shares issued in connection with the
                     redenomination into euro of Eni's share capital (5.1, 5.4,
                     5.5 and 11.2).

DECEMBER 19, 2001    AMENDMENTS TO ARTICLE 28.

                     Defined the professional requirements for the appointment
                     of the Statutory Auditors pursuant to Ministerial Decree
                     no. 162/2000 (28.1 and 28.2).

MAY 30, 2002         AMENDMENTS TO ARTICLE 5.

                     Inserted sub-section 5.6 to empower the Board of Directors
                     to increase the company share capital by issuing ordinary
                     shares to be assigned for no consideration to managers
                     employed by the company and its subsidiaries.


                                                                              13