Prepared and Filed by St Ives Burrups





Exhibit 4.1

Unofficial English translation of agreements originally drawn up in Spanish.
  In case of discrepancy the Spanish language version prevails




AGREEMENT OF JANUARY 11, 2000 BETWEEN REPSOL YPF AND “LA CAIXA”

ANTECEDENTS


  	1. 	In the year 1990, Instituto
            Nacional de Hidrocarburos and Repsol, S.A., as party of the first part,
            as participants in various
            companies in the domestic and commercial gas sector, including Catalana
            de Gas, S.A. and Gas Madrid S.A., and, as party of the second part,
            la Caja de Ahorros y Pensiones de Barcelona (“la Caixa”),
            as main shareholder of Catalana de Gas, S.A., agreed to proceed to
            reorder the
            activities of the gas sector in Spain and the share ownership of the
      existing corporations.

	 	 
	2.	On March 5, 1991, INH
            and Repsol, S.A., as party of the first part, and “la Caixa,” as
            party of the second part, on the basis of their shareholding positions
            in the aforementioned
            gas sector, agreed to promote the merger of Catalana de Gas, S.A. and
            Gas Madrid, S.A., the first taking-over the second, and integrating
            within Catalana de Gas, S.A. the share ownership in gas companies belonging
            to Repsol Butano, S.A, either through a partial spin-off at the time
      of the merger or contribution to Gas Madrid, S.A. prior to the merger.

	 	 
	3.	On December 22, 1993,
            once the merger of Catalana de Gas, S.A. and Gas Madrid, S.A. had been
            completed, the parties
            deemed it appropriate, as a culmination of the iniciated integration
            process, for Gas Natural SDG, S.A. (the new name for Catalana de Gas,
            S.A. after the merger, hereinafter “Gas Natural”) to acquire
            a controlling interest in the capital of Enagás, S.A. (hereinafter
            Enagás), with the purchase of 90% of the capital of Enagás
            from
    INH. Afterwards, in 1999, the remaining 10% was acquired from SEPI.

	 	 
	4.	By mutual agreement
            the parties negotiated with other relevant shareholders of Gas Natural
            for the purchase of their
            participations, deciding among themselves that because of the nature
            of Repsol S.A. as an industrial partner, that it should be the entity
            that would make the purchase. This fact did not alter the agreements
      relative to the composition of the corporation’s governing bodies.

	 	 
	5.	As a consequence of
            all of the previous agreements, the configuration of the governing
            bodies of Gas Natural and Enagás,
            would be established in the following form (without prejudice to the
            rights of minority shareholders who might exercise the right to proportional
      representation under Art. 137 of the Law on Corporations):





 






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  	 	–	The
            Board of Gas Natural will be equally composed of members proposed by
            Repsol S.A. and those proposed by “la
      Caixa”

	 	 	 
	 	–	The
            Board of Enagás will have an uneven
            number of directors, with a minimum of seven, with Repsol, S.A. having
      one director more than “la Caixa”

	 	 	 
	 	–	“La Caixa” will
            propose the appointment of the President of both Gas Natural and Enagás,
      and Repsol, S.A. will propose the Managing Director, also for both companies.

	 	 	 
	 	–	Repsol, S.A. will
            also have the power, not exercised to date, of proposing a different
            Managing Director for each of the aforementioned companies, and, in that
      case, a common Vice President for both.





 

OBJECTIVES

The parties believe it would be appropriate to
    adjust the referenced agreements to actual circumstances since Repsol, S.A.
    (hereinafter
    Repsol-YPF) and Enagás
  have been totally privatized and Instituto Nacional de Hidrocarburos has been
  abolished and replaced by the Sociedad Estatal de Participaciones Industriales,
  which carried out the aforementioned privatizations. Also the recent Hydrocarbons
  Law has established new regulations for gas activities, resulting in a reorganization
  of the subsidiary companies of Gas Natural. In addition to all this is the
  important international expansion of both Repsol-YPF and Gas Natural, as well
  as a trend towards concentration and integration in energy sectors throughout
  the world.

All of these factors would suggest that the cohesion
    that exists between Repsol-YPF and Gas Natural should be increased, while
    trying,
    in turn, to maintain its
  independence and neutrality as a group vis-à-vis other companies or
  groups in the energy sector and to maximize the value of both corporations
  for their shareholders.

This contract would permit the integration of Gas Natural into the Repsol-YPF
  group, with a consolidation of the financial statements through full consolidation
  which would lead to a more exact representation of the economic reality of
  Repsol-YPF and its group of companies.




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This new situation would assume a concentrative operation. In order not to
      have negative effects on competition, and thus not have undesired effects
      on the existing configuration of Gas Natural, it is necessary for the present
      agreement to include as one of its basic principles that the new group must
      rigorously comply with the requirements of existing legislation in all matters
      concerning Defense of Competition. It must maintain full neutrality, avoid
      any discrimination with regard to the electric companies or any other activity
      in which Repsol-YPF, Gas Natural or its subsidiaries may be competitors,
      suppliers or providers of goods or services. It must also have internal safeguards
      or barriers that are necessary to avoid any possible anticompetitive effect
      on client information.

All of the circumstances set forth would indicate that the previous agreements
  should be rendered null and void and replaced by the following



AGREEMENTS



FIRST. BOARDS OF DIRECTORS
      OF GAS NATURAL AND
ENAGÁS

A) Boards of Gas Natural
        and
Enagás

I.- The Board of Gas Natural

 Repsol-YPF and “la Caixa” undertake
    to exercise their voting rights at the General Shareholders' Meetings of
    Gas Natural
    to establish the following
  composition of the Board of Directors for that company:


	 	a)	The number of directors will be uneven, and
          barring a new agreement by both parties, will consist of 11 members.
    In any case, it will comply with the maximum established in the Bylaws.

	 	 	 
	 	b)	Both parties will try to appoint as many
          members as possible to the Board of Directors, from the total number
          established by the Shareholders' Meeting, in full compliance with the
    rights assigned to other shareholders by Art. 137 of the Law on Corporations.



 






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	 	c)	Repsol-YPF
          will have the right to propose, and “la Caixa” will undertake to
          vote in favor of this proposal, 6 Members of the Board of Directors if
          there are 11 members, or the majority of any uneven number established
          by each Shareholders’ Meeting, as the case may be. “la Caixa” will
          have the right to propose the rest of the appointments, and Repsol-YPF
          will undertake
  to vote in favor of this proposal.

	 	 	 
	 	d)	In
          the event that one shareholder or group of shareholders, exercising
          the right granted
          by Art. 137 of the Law on Corporations, whether in the form set forth
          in Royal Decree 821/91 or through consensus with the other shareholders,
          should appoint one or more directors, the parties, by mutual agreement,
          will adjust the number of members and composition of the Board so that
          they can fulfill the objective sought and, to the extent possible,
          keep the equilibrium between the directors designated by Repsol-YPF
          and those
    designated by “la Caixa”

	 	 	 
	 	e)	If
          directors are appointed by the Board itself to fill vacancies produced
          during each
          fiscal year, then directors appointed by each of the parties will follow
          the same criteria set forth in paragraph (c) above for appointments
    made by “cooptación”.



II.- Board of Enagás

 The parties will exercise their political rights
    in Gas Natural so that the directors of Enagás, an uneven number and a minimum of seven, will be
  appointed from those persons proposed by Repsol-YPF and by “la Caixa”,
  with Repsol-YPF appointing one more director than “la Caixa” 




  B) President and Managing Director at Gas Natural and Enagás

“la Caixa” will propose someone to fill
    the position of President of the Board of Directors from among the directors
    that it proposed,
    and Repsol-YPF
  will propose someone to fill the position of Managing Director from among the
  directors that it proposed, with both parties agreeing that the directors proposed
  and appointed by each will vote in favor the designation of these positions
  within the Board pursuant to the appointment power recognized herein.

 






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C) Executive Commission
        of Gas Natural and Enagás

The Executive Commission of Gas Natural and Enagás will be made up
  of five members, three of whom will be proposed by Repsol-YPF and two by “la
  Caixa”. One of those proposed by “la Caixa” must be the President,
  who will also chair the Executive Commission, and one of those proposed by
  Repsol-YPF must be the Managing Director.



SECOND. COMMITTEES WITHIN
THE BOARD OF DIRECTORS OF GAS NATURAL

In addition to the Executive Commission on the Board of Gas Natural, a Nomination
  and Compensation Committee and an Audit and Control Committee will also be
  maintained on this company’s Board of Directors. Neither of these Committees
  will have delegated powers. Their functions will be to make studies and proposals. 

Each of these Committees will be composed of four members elected by half
  of those proposed by each of the parties who sign this contract.

The Nomination and Compensation Committee will
    be chaired by one of the directors appointed at the proposal of Repsol-YPF
    and the Audit
    and Control Committee
  by one of the directors appointed at the proposal of “la Caixa”

The President of the Committees cannot have the deciding vote.



THIRD. THE PRESIDENT AND
MANAGING DIRECTOR OF GAS NATURAL AND ENAGAS

A)	President


The President of the Board will exercise the functions assigned to this position
  by the Law on Corporations and by the company Bylaws. Among other things, this
  includes the following:

	 	–	Chairing
          the Board of Directors and the Executive Commission, as well as the
    General Shareholders’ Meeting.

	 	 	 
	 	–	Convening the Board
          of Directors, verifying that the requirements for valid constitution
          of the Board have been met, and declaring it validly constituted, as
    well as authorizing attendance by persons other than directors.

	 	 	 
	 	 	 







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	 	–	Directing deliberations
          by the Board of Directors and, after matters have been debated, submitting
          them to a vote, deciding the format thereof, and announcing the final
        results.

	 	 	 
	 	–	Extending or suspending
        Board meetings, as well as adjourning these.
	 	 	 
	 	–	Signing the minutes
    of the Board meetings, and approving certifications of resolutions.
	 	 	 
	 	–	Acting as spokesperson
          for the Board of Directors and assuming the role of institutional representative
    of the company.

	 	 	 
	 	–	Executing the resolutions
    of the Board of Directors, when deemed appropriate.
	 	 	 
	 	–	Ensuring
          that the Board’s resolutions are complied with and that the shareholders’
    and board members’ rights to information are fulfilled.

	 	 	 
	 	–	Coordinating the
          activity of the members of the Board of Directors and the committees
          thereof, and ensuring that it is adjusted to the decisions and planning
    undertaken by the Board.



B)	Managing
          Director



The Managing Director will manage and administer the company. As a result,
  all of the powers of the Board of Directors that can by law be delegated will
  be delegated to him. Among other things, these include:

	 	–	Managing and administering the company.
	 	 	 
	 	–	Executing the resolutions passed by the Board
    of Directors, if necessary.
	 	 	 
	 	–	Managing personnel.
	 	 	 
	 	–	Implementing and developing the resolutions
    passed by the Board of Directors or the Executive Commission.







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	 	–	Technological development, commercial policies
          and financial management, pursuant to the decisions, planning and strategy
    decided by the Board of Directors or the Executive Commission.

	 	 	 
	 	–	Coordinating policies on natural gas for
          the Repsol-YPF group, attending meetings of the Executive Committee of
    Repsol-YPF, if deemed appropriate.





FOURTH. REGISTERED OFFICE
OF GAS NATURAL

The corporate seat and domicile for tax purposes of Gas Natural will continue
  to be in Barcelona, with central services of the entire group divided between
  Barcelona and Madrid.



FIFTH. PRINCIPLES OF INDUSTRIAL
ACTIVITY

To further the objectives indicated in the general declarations of this document,
  which the parties understand are of interest to Gas Natural and Repsol-YPF,
  and to achieve these through participation in the governing bodies of both
  companies, they undertake and agree to:

A)	Exploration
            and Production



The activity of exploration and production, as well as ownership of the reserves,
  corresponds to Repsol-YPF. Notwithstanding this fact, Gas Natural will be responsible
  for the acquisition of up to one-third of the gas reserves in Trinidad and
  Tobago that BP-Amoco makes available to the Repsol-YPF group in fulfillment
  of signed contracts.

B)	Subterranean storage
of natural gas


Gas Natural will have a majority holding in the future activities of subterranean
  storage of natural gas, whether these are carried out directly or through the
  constitution or creation of corporations. In any case, Repsol-YPF will act
  as the technical operator with regard to the search for locations and construction
  of installations, and Gas Natural with regard to management of storage.






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C)	Logistics
            of supplying natural gas



Gas Natural will be in charge of the implementation and management of the
  logistics of supplying natural gas to its markets from the fields of third
  parties outside the Group, and from the fields of Trinidad and Tobago, in proportion,
  in this case, to the reserves that Gas Natural may have, pursuant to the principle
  of Paragraph A).

Repsol-YPF will be in charge of implementation and management of the logistics
  of supplying gas in other cases.

D)	Transport,
            distribution and storage of natural gas



Gas Natural, directly or through its specialized subsidiaries, will be the
  owner and operator of the installations for regasification, interior transport,
  distribution and commercialization of natural gas within Spain and outside
  of Spain. Direct ownership by Repsol-YPF will occur as an exceptional case
  when there are specific reasons for it, when Repsol-YPF has already assumed
  ownership, or when the means of transport are related to Repsol-YPF’s activity
  of exploration or production.

E)	Participation in natural
gas companies and assets


Gas Natural will be the purchaser of companies and assets for transport, distribution
  and commercialization of natural gas, except in those cases when the companies
  or assets are derived from the activities of exploration and production corresponding
  to Repsol-YPF pursuant to the principles of this contract. 

In those cases when buying opportunities arise that may be of interest to
  Repsol-YPF within the overall gas chain, but are not of interest to Gas Natural
  in its basic activity of distribution of natural gas, then appropriate procedures
  will be established so the opportunity is not lost, without any negative financial
  consequences to Gas Natural and Repsol-YPF.

F)	Electricity


Both Repsol-YPF and Gas Natural
    will support decisions on electric power generation that either of the two
    companies deems worthwhile.






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SIXTH. TERMINATION AND MODIFICATION
OF THE AGREEMENT

	 	A)	This agreement will terminate if either of
    the following events should occur:
	 	 	 	 	 
	 	 	 	–	Participation of “la Caixa” in
          the capital of Gas Natural falls below 25% at any time as a consequence
    of the sale of all or part of its shares.

	 	 	 	 	 
	 	 	 	–	Participation of
    Repsol-YPF in the capital of Gas Natural falls below 25% at any time.

	 	 	 	 	 
	 	B)	If
          the participation of Repsol-YPF in Gas Natural is at least 25%, but
          falls below 35%, these
          agreements will continue in effect, except with regard to the composition
          of the Board of Directors and the Executive Commission of Gas Natural.
          As of that moment, the same number of persons will be appointed at
          the proposal of Repsol-YPF and at the proposal of “la Caixa” to
    the Board.



 

SEVENTH. EFFECTIVENESS

The effectiveness of this agreement is subject to compliance with the following
  conditions precedent:

1) This contract must be approved, or not give rise to any objections, in
  its entirety and unconditionally, by the authorities both in Spain and, if
  applicable, in the European Community, who are competent within the area of
  Competition Regulations.

2) “la Caixa” must be able to make some arrangement with Banco de
  España that will enable it to keep its actual level of investments in
  Repsol-YPF and Gas Natural, without being penalized for the actual situation,
  its coefficients of proprietary assets and other ratios as a result of the
  concentrative process that the change in the composition of the Board of Gas
  Natural, as agreed to herein, would cause.

3) These agreements do not constitute
    an obligation to formulate a tender offer for the shares of Gas Natural.






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4)
        Approval hereof by the Boards of Directors of Repsol-YPF and “la
        Caixa”

As a result, unless the four conditions precedent are met, this agreement
  will not become effective.



EIGHTH. REPORTING TO THE
SECURITIES AND EXCHANGE COMMISSION

This contract will be reported to the National
    Stock Market Commission (Comisión
  Nacional del Mercado de Valores) and to the markets, and published as a significant
  event.

As evidence of their conformity, both parties have signed on the indicated
  date, January eleventh, two thousand.



	REPSOL, S.A.	CAIXA D'ESTALVIS I PENSIONS

DE BARCELONA
	 	 
	 	 
	Signed:

Alfonso Cortina de Alcocer	Signed:

Josep Vilarasau Salat