##### 



1.1 By-laws of the
Company  Corporate Bylaws
Regulation of the meetings
of the shareholders of Enel SpAMay 2004
    
    (ENEL LOGO)
 ENERGY IN TUNE WITH YOU (PICTURE)




---



##### 



Text of the Bylaws approved
by the extraordinary Shareholders Meeting of May 21, 2004.




---



##### 



2 > 3 Enel Società per Azioni CORPORATE BYLAWS Corporate Bylaws Title IIncorporation - Company name - Registered office - Termarticle 1
    
    
    
    1.1 The Company shall be
called ENEL - Società per azioni and shall be governed
by the rules of the present bylaws.article 2
    
    
    
    2.1 The registered office of the Company shall be located in Rome.article 3
    
    
    
    3.1 The Company shall exist until December 31, 2100 and its term shall be
extendible one or more times by resolution of a Shareholders Meeting.Title IICorporate Purposearticle 4
    
    
    
    4.1The purpose of the Company shall be to acquire and manage equity holdings in
Italian or foreign companies and firms, as well as to provide such subsidiary
companies and firms with strategic guidelines and coordination with regard to both
their industrial organization and the business activities in which
they engage.
Through affiliates or subsidiaries the Company shall operate especially:
 a)
    
    in the electricity industry, including the activities of production, importation and
exportation, distribution and sale, as well as transmission within the limits of
existing legislation;b)
    
    in the energy industry in general, including fuels, and in the field of
environmental protection, as well as in the water sector;c)
    
    in the communications, telematics and information-technology industries and
those of multimedia and interactive services;d)
    
    in network-based sectors (electricity, water, gas, district heating,
telecommunications) or those which, in any case, provide urban services locally;e)
    
    in other sectors:
 >
    
    in any way related to or
 connected with the activities carried out in the sectors mentioned above;>
    
    allowing the facilities, resources and expertise employed in the sectors
mentioned above (such as, by way of example and without limitation: publishing, real estate
 and services to firms) to be enhanced and better utilized;




---



##### 



>
    
    allowing the profitable use of the goods produced and the services provided
in the sectors mentioned above;
 f)
    
    in the carrying out of activities involving systems and installations design,
construction, maintenance and management; the production and sale of
equipment; research, consulting and assistance; as well as the acquisition, sale,
marketing and trading of goods and services, all activities connected with the
sectors mentioned above under a), b), c) and d).
 4.2In the interest of its affiliates or subsidiaries, the Company may also carry out
directly any activity connected with or instrumental to its own business or that of its
affiliates or subsidiaries themselves.

To this end, the Company shall in particular see to:
 >
    
    the coordination of the managerial resources of its affiliates or subsidiaries,
including the carrying out of appropriate training initiatives;>
    
    the administrative and financial coordination of its affiliates or subsidiaries,
effecting in their favor all appropriate transactions, including granting loans
and, more in general, the framework and management of their financial
activities;>
    
    the supply of other services in favor of its affiliates or subsidiaries in areas of
specific business interest.
 4.3 In order to attain its corporate purpose, the Company may also carry out all
transactions that are instrumentally necessary or useful or at any rate related, such as,
by way of example: the provision of collateral and/or personal guarantees for both its
own and third-party commitments; transactions involving movables and real-estate and
commercial operations; and anything else that is connected with its corporate purpose
or that allows better use of its own facilities and/or resources or those of its affiliates or
subsidiaries, with the exception of accepting monetary deposits from the public and
providing investment services as defined by legislative decree n. 58 of February 24,
1998, as well as the activities referred to in section 106 of legislative decree n. 385 of
September 1, 1993 insofar as they are also exercised vis-à-vis the public.Title IIICapital Stock - Shares -
Withdrawal - Bondsarticle 5
    
    
    
    
    
    5.1 The nominal value of the Companys share capital amounts to 6,097,105,820
euro, divided into 6,097,105,820 ordinary shares, each with a par value of 1 euro.




---



##### 



4 > 5 Enel Società per Azioni CORPORATE BYLAWS 5.2The shares shall be registered
 and every share shall entitle the holder to one vote.5.3The mere fact of being a
 shareholder shall constitute acceptance of these bylaws.5.4Partially exercising the delegation granted it by the Shareholders Meeting of
December 18, 1999, on April 9, 2001 the Board of Directors resolved:
 1.
    
    
    to proceed with the capital increase for the stock-option Plan for the year 2000,
to be carried out  taking into account the subsequent amendments made by
the Shareholders Meeting of May 25, 2001 following the conversion of the
share capital into euro and the reverse stock split approved by the aforesaid
Shareholders Meeting  as follows:
 >
    increase of the share capital by payment by a maximum amount of 5,513,200
euro through the issue of a maximum number of 5,513,200 new ordinary
shares with a par value of 1 euro each, at the price of 8.6 euro, reserved for
subscription to the executives of ENEL S.p.a. and/or subsidiaries thereof,
pursuant to section 2359 of the Civil Code, who were selected on March 3,
2000 to participate in the aforesaid Plan;>
    the deadline set for completing the subscription of the increase is December
31, 2004; and in the event the increase is not totally subscribed by this date,
the capital shall be increased by an amount equal to the subscriptions
received;
 2.
    
    
    to proceed with the capital increase for the stock-option Plan for the year 2001,
to be carried out  taking into account the subsequent amendments made by
the Shareholders Meeting of May 25, 2001 following the conversion of the
share capital into euro and the reverse stock split approved by the aforesaid
Shareholders Meeting  as follows:
 >
    increase of the share capital by payment by a maximum amount of
34,274,050 euro through the issue of a maximum number of 34,274,050
new ordinary shares with a par value of 1 euro each, at the price of 7.272
euro, reserved for subscription to the executives of ENEL S.p.a. and/or
subsidiaries thereof, pursuant to section 2359 of the Civil Code, who were
selected on April 9, 2001 to participate in the aforesaid Plan;>
    the deadline set for completing the subscription of the increase is December
31, 2005; and in the event the increase is not totally subscribed by this date,
the capital shall be increased by an amount equal to the subscriptions
received.
 5.5Partially exercising the delegation granted it by the Shareholders Meeting of
May 25, 2001, on April 10, 2003 the Board of Directors resolved to proceed with the




---



##### 



capital increase by payment for the stock-option Plan for the year 2002 in the
maximum total amount of 41,748,500 euro, to be carried out as follows:  >
    
    a maximum amount of 39,245,000 euro through the issue of a maximum
number of 39,245,000 new ordinary shares with a par value of 1 euro each, at
the price of 6.426 euro determined by the Board of Directors on March 28,
2002;>
    
    a maximum of 2,503,500 euro through the issue of a maximum number of
2,503,500 new ordinary shares with a par value of 1 euro each, at the price of
6.48 euro determined by the Board of Directors on September 12, 2002. This capital increase is reserved for subscription to the executives of ENEL S.p.a.
and/or subsidiaries thereof, pursuant to section 2359 of the Civil Code, who were
selected on March 28, 2002 and September 12, 2002 to participate in the aforesaid
Plan. The deadline set for completing the subscription of the increase is December 31,
2007; and in the event the increase is not totally subscribed by this date, the capital
shall be increased by an amount equal to the subscriptions received. 5.6Entirely exercising the delegation granted it by the Shareholders Meeting of
May 23, 2003, on April 7, 2004 the Board of Directors resolved to proceed with the
capital increase for the stock-option Plan for the year 2003, to be carried out as
follows:  >
    
    increase of the share capital by payment by a maximum amount of 47,624,005
euro through the issue of a maximum number of 47,624,005 new ordinary shares with a par value of 1 euro each, at the price of 5.240 euro, reserved for
subscription to the executives of ENEL S.p.a. and/or subsidiaries thereof,
pursuant to section 2359 of the Civil Code, who were selected on April 10,
2003 to participate in the aforesaid Plan;>
    
    the deadline set for completing the subscription of the increase is December 31,
2008; and in the event the increase is not totally subscribed by this date, the
capital shall be increased by an amount equal to the subscriptions received. 5.7Pursuant to section 2443 of the Civil Code, the Board of Directors is authorized,
for a period of five years from the shareholders resolution of May 21, 2004, to
increase the share capital one or more times by a maximum total amount of
38,527,550 euro, through the issue of a maximum of 38,527,550 ordinary shares
with a par value of 1 euro each, which shall rank for dividend pari passu, for the
stock-option Plan for the year 2004 approved by the Board of Directors at its meeting
on March 29, 2004. These shares shall be offered for subscription by payment to the executives of ENEL S.p.a.




---



##### 



6 > 7 Enel Società per Azioni
CORPORATE BYLAWS  and/or subsidiaries thereof pursuant to section 2359
of the Civil Code who are the beneficiaries of the
Plan, with the exclusion of preemptive rights
pursuant to the combined provisions of section 2441,
last paragraph, of the Civil Code and section 134,
paragraph 2, of legislative decree n. 58 of February
24, 1998.The right to subscribe to these shares shall be
personal and not transferable inter vivos.
Resolutions of the Board of Directors shall set
deadlines for subscription of the shares and shall
provide that, in the event the increase resolved upon
is not subscribed by the deadline set each time for
that purpose, the share capital shall be increased by
an amount equal to the subscriptions received up to
such deadline.article 6
    
    6.1 Pursuant to section 3 of decree-law n. 332 of May
31, 1994, converted with revisions by Law n. 474 of July 30, 1994,
no one, in whatever capacity, may own shares constituting more
than 3% of the share capital, subject to the provisions of the law.
This limit on share ownership shall be calculated
taking into account the total shareholding of a
controlling entity, whether a natural or legal person
or corporation; of all directly or indirectly
controlled entities, as well as of the entities under
a common control; of affiliates as well as natural
persons related by blood or marriage until the second
decree, including his or her spouse unless legally
separated.Control shall be deemed to exist, including with
regard to persons or entities other than companies,
in the cases provided for by section 2359, paragraphs
1 and 2, of the Civil Code. Affiliation shall be
deemed to exist in the situations mentioned in
section 2359, paragraph 3, of the Civil Code, as well
as among persons or entities that, directly or
indirectly, through subsidiaries other than
investment management companies, enter into
agreements  including those with third parties 
regarding the exercise of voting rights or the
transfer of shares of or interests in other
companies, or any other agreements mentioned in
section 122 of legislative decree n. 58 of February
24, 1998 with respect to third-party companies in the
event that such agreements regard at least 10% of the
voting stock if the companies concerned are listed or
20% if the companies concerned are not listed.Calculation of the aforesaid limit on stock ownership
(3%) shall also take into account the shares held
through fiduciaries and/or nominees, or in general
through intermediaries. Voting rights attributable to
shares held in excess of the aforesaid limit
may not be exercised and the voting rights of each of
the parties concerned by the ownership limit will be
reduced pro rata, unless a different prior indication
has been jointly given by the shareholders concerned.
A resolution passed with the votes of shares held in
violation of the limit may be challenged in court
under section 2377 of the Civil Code, provided that
the resolution would not have been passed without the
votes relating to shares held in violation of the
limit.




---



##### 



The shares for which voting rights may not be
exercised shall be counted, however, for the purpose
of determining the quorum at Shareholders Meetings.6.2 Pursuant to paragraph 1 of section 2 of
decree-law n. 332 of May 31, 1994, converted with
revisions by Law n. 474 of July 30, 1994, the
Minister of the Economy and Finance  in agreement
with the Minister of Productive Activities  shall
hold the following special powers:  a)
    
    opposition to
the acquisition by persons or entities affected by
the limit on stock ownership specified in section 3
of decree-law n. 332 of May 31, 1994, converted with
revisions by Law n. 474 of July 30, 1994, of
significant holdings, by which is meant  as
established by a decree of the Minister of the
Economy and Finance  those equal to or exceeding 3%
of the share capital represented by shares with
voting rights at ordinary Shareholders Meetings.
The opposition must be expressed within ten days
from the date of notice to be given by the Board of
Directors when the request is made for registration
in the shareholders register, in the event the
Minister considers the transaction to be detrimental
to vital national interests. Until the deadline for
exercising the power of opposition has passed, the
right to vote and all other rights other than
economic ones pertaining to the shares that
represent the significant holding shall be
suspended. In the event the power of opposition is
exercised  through an order duly justified with
regard to the concrete detriment the transaction
causes to vital national interests  the transferee
may not exercise the right to vote nor any other
right other than economic ones pertaining to the
shares that represent the significant holding and
must dispose of the shares in question within one
year. In case of failure to comply, upon request by
the Minister of the Economy and Finance a court will
order the sale of the shares that represent the
significant holding according to the procedures
specified in section 2359-ter of the Civil Code. The
transferee may challenge the order exercising the
power of opposition within sixty days before the
regional administrative court of Lazio;b)
    
    opposition to the agreements referred to in section
122 of the consolidation law referred to in
legislative decree n. 58 of February 24, 1998 in the
event that they regard at least one-twentieth of the
capital stock consisting of shares with voting
rights at ordinary Shareholders Meetings or a lower
percentage to be established by a decree of the
Minister of the Economy and Finance. For purposes of
exercising the power of opposition, the CONSOB shall
inform the Minister of the Economy and Finance of
the significant agreements and pacts described in
this Article of which it has received notice in
compliance with the above-mentioned section 122 of
the consolidation law referred to in legislative
decree n. 58 of 1998. The power of opposition must
be exercised within ten




---



##### 



8 > 9 Enel Società per Azioni
CORPORATE BYLAWS  days from the date of the notice given by the
CONSOB. Until the deadline for exercising the power
of opposition has passed, the right to vote and all
other rights other than the economic ones of the
shareholders participating in the agreement shall be
suspended. In the event the order of opposition 
duly justified with regard to the concrete detriment
the aforesaid agreements cause to vital national
interests  is issued, the agreements shall not be
effective. If it can be inferred from their conduct
at a Shareholders Meeting that the shareholders
participating in the syndicate are keeping the
commitments made when they joined the pacts referred
to in the above-mentioned section 122 of the
consolidation law referred to in legislative decree
n. 58 of 1998, resolutions adopted with the decisive
vote of the aforesaid shareholders may be challenged
in court. The order exercising the power of
opposition may be challenged within sixty days by the
shareholders participating in the agreements before
the regional administrative court of Lazio;c)
    
    veto,
duly justified with regard to the concrete detriment
caused to vital national interests, of the adoption
of resolutions regarding dissolution of the Company;
transfer of its business, merger or demerger;
transfer of the registered office abroad; change in
the corporate purpose; or modification of the bylaws
so as to abolish or modify the powers specified under
a), b), c) and d) of this clause. The order
exercising the power of veto may be challenged within
sixty days by the dissenting shareholders before the
regional administrative court of Lazio;d)
    
    appointment of a Director without the right to vote.
In the event that the Director appointed in this way
is terminated from office, the Minister of the
Economy and Finance, in agreement with the Minister
of Productive Activities, will appoint a substitute.  The persistence of the reasons that justify the
clause referred to in paragraph 1 of this Article 6.2
shall be subject to review after a period of five
years from its inclusion, partly in consideration of
the progress made in the liberalization of energy
sources in Europe. Any revisions after the aforesaid
review shall be made to implement a decree of the
Prime Minister adopted upon proposal of the Minister
of the Economy and Finance, in agreement with the
Minister of Productive Activities.  article 7
    
    7.1 Each shareholder is entitled to withdraw from the
Company in the cases provided for by the law, except as otherwise
provided for by Article 7.2.




---



##### 



7.2 There shall be no right of withdrawal in case of:  a)
    
    extension of the term of the Company;b)
    
    introduction, modification or removal of limits on the circulation of the shares.  article 8
    
    8.1The issue of bonds shall be resolved by the Directors in accordance with the law.Title IVShareholders Meetingsarticle 9
    
    9.1Ordinary and extraordinary Shareholders Meetings shall normally be held in the
municipality where the Companys registered office is located. The Board of Directors
may determine otherwise, provided the venue is in Italy.9.2 An ordinary Shareholders Meeting must be called at least once a year, to
approve the financial statements, within one hundred and twenty days after the end
of the accounting period, or within one hundred and eighty days, the Company being
required to prepare the consolidated financial statements, or in any case whenever
required by particular needs regarding the structure and purpose of the Company.article 10
    
    10.1 Participation in Shareholders Meetings is restricted to those who deposit their
shares at least two days prior to the date set for a given meeting and do not withdraw
them before the meeting has taken place.article 11
    
    11.1Any shareholder entitled to participate in a meeting may appoint a
representative to act in his behalf according to the provisions of law by means of a
written proxy. In order to facilitate the collection of proxies from the shareholders
who are employees of the Company and its subsidiaries and members of shareholder
associations satisfying the requirements set by the regulations in force, facilities for
communication and for the collection of proxies shall be made available to the
aforesaid associations according to the terms and procedures agreed upon each time
with their legal representatives.11.2 Shareholders Meetings shall be conducted according to a special regulation
approved by a resolution of an ordinary Shareholders Meeting.




---



##### 



10 > 11 Enel Societá per
Azioni CORPORATE BYLAWS  article 12
    
    12.1 Shareholders Meetings shall be chaired by the Chairman of the Board of
Directors or, if it happens that he or she is not available, by the Deputy Chairman if
one has been appointed, or if both are absent, the meeting shall be chaired by a
person designated by the Board, failing which the meeting shall elect its Chairman.12.2 The Chairman of a Shareholders Meeting shall be assisted by a Secretary (who
need not be a shareholder) designated by the participants in the meeting, and may
appoint one or more tellers.article 13
    
    13.1 Excepting as provided for by Article 20.2, meetings shall resolve on all matters
authorized by law.13.2 At both ordinary and extraordinary Shareholders Meetings, whether held on
the first, second or third call, resolutions shall be adopted by the majority required by
law in each case.13.3 The resolutions approved by a Shareholders Meeting according to the law and
these bylaws shall be binding upon all shareholders, even if they did not attend or
voted against the resolution.Title V
Board of Directorsarticle 14
    
    14.1 The Company shall be managed by a Board of Directors composed of no fewer
than three and no more than nine members, to which may be added a Director
appointed pursuant to Article 6.2, letter d) of these bylaws. A Shareholders Meeting
shall determine their number within the aforesaid limits.14.2 The Board of Directors shall serve for a term of up to three accounting periods
and its members shall be eligible for re-election.14.3 With the exception of the one who may be appointed under Article 6.2, d) of
these bylaws, the Directors shall be elected by a Shareholders Meeting on the basis
of slates presented by the shareholders and by the outgoing Board of Directors.
Within each slate, the candidates are to be numbered progressively.In the event the outgoing Board of Directors presents a slate of its own, the same is




---



##### 



to be lodged at the registered office and published in at least three Italian daily
newspapers with nationwide circulation, including two financial ones, at least twenty
days before the first meeting date.The slates presented by the shareholders are to be lodged at the registered office and
published in the same way as indicated above at least ten days before the first
meeting date.Each shareholder may present or participate in presenting only one slate and each
candidate may be presented on only one slate under pain of ineligibility.Only those shareholders who, alone or together with other shareholders, represent at
least 1% of the shares with voting rights in the Shareholders Meeting are entitled to
present slates. In order to prove their right to present slates, at least five days prior to
the first meeting date shareholders are obliged to present and/or deliver to the
registered office a copy of the documentation proving ownership of
the number of shares required.The declarations of the individual candidates, in which they accept their candidacies
and certify, under their own responsibility, the inexistence of any cause of ineligibility
or incompatibility, as well as the satisfaction of the requirements prescribed by
applicable law for their respective offices, are to be lodged together with each slate
by the respective deadlines specified above.All those entitled to vote may vote for only one slate.The procedure for electing the Directors is to be as follows:  a)
    
    four-fifths of the Directors to be elected, rounding down any fraction to the
unit, shall be drawn from the slate that has obtained the most votes cast by the
shareholders in the order in which they are listed on the slate;b)
    
    the remaining Directors shall be drawn from the other slates; for this purpose,
the votes obtained by these slates shall be divided successively by one, two,
three and so forth according to the number of Directors to be elected. The
numbers obtained in this way shall be attributed to the candidates of such
slates in the order in which they rank in the slate. The numbers thus attributed
to the candidates of the various slates shall be arranged in decreasing order in
a single ranking. The candidates who have obtained the highest numbers shall
become Directors.In the event that more than one candidate has obtained the same number, the
candidate of the slate that has not yet elected a Director or that has elected the
fewest Directors shall be appointed Director.In the event that no Director has been elected yet from any of these slates or
that the same number of Directors has been elected from each slate, the
candidate of the slate that has obtained the most votes shall be appointed
Director. If there is a tie in terms of both numbers assigned and votes obtained




---



##### 



12 > 13 Enel Societá per
Azioni CORPORATE BYLAWS  by each slate, the entire Shareholders Meeting shall vote again and the
candidate who obtains a simple majority of the votes will be appointed Director;c)
    
    when less than the entire Board of Directors is being elected, the Shareholders
Meeting will resolve according to the majorities provided for by the law, without
following the procedure specified above.  14.4 Even during a Boards term, a Shareholders Meeting may change the number
of the members of the Board of Directors within the limits referred to in 14.1 above
and proceed to elect them. The term of the Directors so elected is to end at the same
time as that of the Directors in office.14.5 Should one or more vacancies occur on the Board during the accounting period,
steps shall be taken in accordance with section 2386 of the Civil Code, except with
regard to the Director who may be appointed pursuant to Article 6.2, d) of these
bylaws. If one or more of the Directors leaving their offices vacant were drawn from
a slate also containing unelected candidates, they shall be replaced by appointing, in
progressive order, persons drawn from the slate to which the Director in question
belonged, provided that said persons are still eligible and willing to accept the
directorship. In the event that the majority of the offices of the Directors elected by
the shareholders becomes vacant, the entire Board is to be deemed to have resigned
and the Directors still in office must promptly call a meeting of the shareholders to
elect a new Board.article 15
    
    15.1 If a Shareholders Meeting has not elected a Chairman of the Board, the Board
shall elect one of its members to that position. It may elect a Deputy Chairman, who
shall stand in for the Chairman in the event of his or her unavailability.15.2 Upon the Chairmans proposal, the Board shall appoint a Secretary, who need
not have any connection with the Company.article 16
    
    16.1 The Board shall meet at the place designated in the notice whenever the Chairman
or, in case the latter is unavailable, the Deputy Chairman deems necessary. The Board
may also be convened in the ways provided for in Article 25.5 of these bylaws.
The Board of Directors must also be convened when at least two Directors  or one if
the Board consists of three members  so request in writing to resolve on a specific
matter (to be indicated in the aforesaid request) regarding the management of the
Company that they consider to be of particular importance.




---



##### 



16.2 Board meetings may also be held by means of telecommunications provided
that all the participants can be identified and such identification is acknowledged in
the minutes of the meeting, and that they are allowed to follow and participate in
real time in the discussion of the matters considered, exchanging documents if need
be; in such case, the meeting of the Board of Directors shall be deemed held in the
place where whoever chairs the meeting is and where the Secretary must also be in
order to allow the related minutes to be drawn up and signed.16.3 The Board shall normally be called at least five days before the date on which
the meeting is to be held. This period may be shorter in urgent cases. The Board of
Directors shall decide the procedures for convening its own meetings.article 17
    
    17.1Board meetings shall be chaired by the Chairman or, if the latter is absent or
detained, by the Deputy Chairman if one has been appointed. If the latter is also
absent, they are to be chaired by the oldest Director entitled to vote.article 18
    
    18.1 The quorum for meetings of the Board shall be a majority of the Directors in
office.18.2 Resolutions shall be adopted by an absolute majority of the Directors present
who are entitled to vote; in case of a tie, the vote of the person chairing the meeting
shall be decisive.article 19
    
    19.1 The resolutions of the Board of Directors shall appear in minutes which, signed
by whoever chairs the meeting and by the Secretary, are to be transcribed in a book
kept according to the law for this purpose.19.2 Copies of the minutes shall be fully certified if signed by the Chairman or
whoever acts in his or her behalf, and by the Secretary.article 20
    
    20.1Management of the Company is the exclusive responsibility of the Directors,
who shall carry out the actions necessary to achieve the corporate purpose.




---



##### 



14 > 15 Enel Societá per
Azioni CORPORATE BYLAWS  20.2 In addition to exercising the powers entrusted to it by the law, the Board of
Directors shall have the power to adopt resolutions concerning:  a)
    
    mergers and demergers in the cases provided for by the law;b)
    
    the establishment or elimination of secondary headquarters;c)
    
    which of the Directors shall represent the Company;d)
    
    the reduction of the share capital in case of the withdrawal of one or more
shareholders;e)
    
    the harmonization of the bylaws with provisions of the law;f)
    
    the transfer of the registered office within Italy.  20.3The delegated bodies shall promptly report to the Board of Directors and the Board
of Statutory Auditors  or, absent the delegated bodies, the Directors shall promptly
report to the Board of Statutory Auditors  at least quarterly, and in any case during the
meetings of the Board of Directors, on the activity carried out, the management of the
Company in general and the prospects for the future, as well as the most important
transactions affecting the income statement, cash flow and the balance sheet, or in any
case that are most important because of their size or characteristics carried out by the
Company and its subsidiaries; they shall specifically report on transactions in which they
have an interest themselves or on behalf of third parties or that are influenced by the
entity  if there is one  who directs and coordinates the Company.article 21
    
    21.1Within the limits set forth in section 2381 of the Civil Code, the Board of Directors
may delegate powers to one of its members, determining the content, the limits and any
procedures of exercise of the delegation. Upon proposal by the Chairman and in
agreement with the Chief Executive Officer, the Board may delegate powers to others
among its members for single acts or classes of acts.21.2 Within the limits of the authority conferred on him, the Chief Executive Officer
shall have the power to delegate single acts or classes of acts to employees of the
Company or to third parties, authorizing sub-delegation.article 22
    
    22.1 The legal authority to represent the Company and sign documents on its behalf
is vested in both the Chairman of the Board of Directors and the Chief Executive
Officer and, in the event that the former is unavailable, the Deputy Chairman if one
has been appointed. The signature of the Deputy Chairman shall attest vis-à-vis third
parties the Chairmans unavailability.




---



##### 



22.2 The above legal representatives may delegate the power to represent the
Company, including in court, to third parties, who may also be authorized to sub-delegate.article 23
    
    23.1 The members of the Board of Directors shall be entitled to compensation in an
amount to be determined by a meeting of the shareholders. Once adopted, the
resolution shall apply during subsequent accounting periods until a Shareholders
Meeting determines otherwise.23.2 The compensation of Directors entrusted with specific tasks in accordance with
the bylaws shall be established by the Board of Directors after receiving the opinion
of the Board of Statutory Auditors.article 24
    
    24.1The Chairman shall:  a)
    
    have the power to represent the Company pursuant to Article 22.1;b)
    
    preside at meetings of the shareholders pursuant to Article 12.1;c)
    
    call and preside at meetings of the Board of Directors pursuant to Articles 16
and 17.1, establish the agenda, coordinate the proceedings, and see that
adequate information on the matters on the agenda is provided to all the
Directors;d)
    
    ascertain that the resolutions of the Board are carried out.  Title VIBoard of Statutory Auditorsarticle 25
    
    25.1A Shareholders Meeting shall elect the Board of Statutory Auditors, which is to
be composed of three regular members, and shall determine their compensation. Two
alternate members shall also be elected by a Shareholders Meeting.
The members of the Board of Statutory Auditors must possess the requisites of
professionalism and honorableness specified in the Ministry of Justices decree n. 162
of March 30, 2000. For the purposes of the provisions of section 1, paragraph 2, b)
and c) of this decree, the following are considered closely connected with the scope
of the Companys business activities: subjects pertaining to commercial law and tax
law, business economics and business finance, as well as subjects and fields of activity




---



##### 



16 > 17 Enel Societá per
Azioni CORPORATE BYLAWS  pertaining to energy in general, communications,
telematics and information technology, and network
structures.In addition to the situations of ineligibility
specified by the law, those who are regular members
of the Board of Statutory Auditors in five or more
companies not controlled by ENEL S.p.a. issuing
securities in the regulated markets may not be
elected to the Board of Statutory Auditors, and if
elected shall be debarred from office.25.2 Regular members of the Board of Statutory
Auditors and alternate members shall be elected by
Shareholders Meetings on the basis of the slates
presented by the shareholders, on which the
candidates are to be numbered progressively.The procedures of Article 14.3 of these bylaws shall
apply to the presentation, lodgment and publication
of the slates.The slates are to be divided into two sections: one
for the candidates for the office of regular auditor
and the other for candidates for the office of
alternate auditor. The first
candidate in each section must be a registered
auditor and have practiced the profession of legal
auditor for a period of no less than three years.Two regular members of the Board of Statutory
Auditors and an alternate member are to be drawn, in
the numerical order in which they were listed in
each section, from the slate that has obtained the
most votes. The remaining regular member and the
remaining alternate are to be elected according to
the procedures specified in Article 14.3, b), to be
applied separately to each of the sections in which
the other slates are divided.When less than the entire Board is being elected,
the Shareholders Meeting shall resolve according to
the majorities provided for by the law, without
following the procedure specified above, but in any
case in such a way as to ensure that the composition
of the Board of Statutory Auditors is in accordance
with the provisions of section 1, paragraph 1, of
the Ministry of Justices decree n. 162 of March 30,
2000. In the event that one of the members drawn
from the slate that obtained the most votes is
substituted, his or her place shall be taken by the
alternate member drawn from the same slate. In the
event that the member drawn from other slates is
substituted, his or her place shall be taken by the
alternate member elected according to the procedure
specified by Article 14.3, b).The chairmanship of the Board of Statutory Auditors
shall fall to the first candidate on the slate that
has obtained the most votes. In the event the
Chairman is substituted, this office shall be filled
by the other regular Auditor drawn from the same
slate.25.3 Auditors whose term has expired shall be eligible for re-election.




---



##### 



25.4 The meetings of the Board of Statutory Auditors may also be held by means of
telecommunications provided that all the participants can be identified and such
identification is acknowledged in the minutes of the meeting, and that they are
allowed to follow and participate in real time in the discussion of the matters
considered, exchanging documents if need be; in such case, the meeting of the Board
of Statutory Auditors shall be deemed held in the place where whoever chairs the
meeting is.25.5 Upon notice to the Chairman of the Board of Directors, the Board of Statutory
Auditors may call a Shareholders Meeting and a Board of Directors meeting. The
power of calling a meeting may also be exercised by at least two members of the
Board of Statutory Auditors.Title VIIFinancial Statements and Earningsarticle 26
    
    26.1 The accounting period shall end on December 31 of every year.26.2 At the end of each accounting period, the Board of Directors shall draw up the
Companys financial statements as required by law.26.3 The Board of Directors is authorized to distribute interim dividends to
shareholders during the course of the year.article 27
    
    27.1 Dividends not collected within five years from the day they become payable
shall lapse in favor of the Company and be posted directly to reserves.Title VIIIDissolution and Liquidation of the Companyarticle 28
    
    28.1 Should the Company be dissolved, a Shareholders Meeting is to determine the
liquidation procedures and appoint one or more liquidators, establishing their powers
and compensation.




---



##### 



18 > 19 Enel Societá per
Azioni CORPORATE BYLAWS  Title IXTransitory and General Rulesarticle 29
    
    29.1Any matters not expressly provided for herein shall be governed by the
provisions of the Civil Code and applicable statutes.article 30
    
    30.1The Company is to continue to carry out all the activities that  under legislative
decree n. 79 of March 16, 1999, published in the Gazzetta Ufficiale, issue 75 of
March 31, 1999  have been temporarily entrusted to it pending their award to other
entities according to the provisions of the legislative decree.NoteThe Ente Nazionale per lEnergia Elettrica, a public
statutory body established by Law n. 1643 of
December 6, 1962, was transformed into a joint stock
company by decree-law n. 333 of July 11, 1992,
converted by Law n. 359 of August 8, 1992. A
resolution adopted by the extraordinary
Shareholders Meeting of August 7, 1992, changed the
Companys name to ENEL S.p.a.The Company is entered under n. 00811720580 at the
Company Register of Rome and is registered at the
Rome R.E.A. under n. 756032.




---



##### 



Regulation of the meetingsof the shareholders of Enel SpA(Text of the Regulation approved
 by the ordinary Shareholders Meetingof May
25, 2001)




---



##### 



20 > 21 Enel Societá per
Azioni REGULATION OF THE MEETINGS OF THE SHAREHOLDERS OF ENEL SPA  SECTION I - PRELIMINARY PROVISIONSObjectarticle 1
    
    1.1This regulation shall govern the ordinary and extraordinary meetings (the
Meeting or the Meetings) of the shareholders and, when compatible, the
meetings of the bondholders, of ENEL S.p.a. (ENEL).1.2 This regulation shall be made available to the shareholders at ENELs registered
office and at the venues where the Meetings are to be held.SECTION II - QUORUMParticipation and attendancearticle 2
    
    2.1 Shareholders and others entitled to vote may participate in Meetings.2.2 Executives and other employees of ENEL or Group companies may participate in
Meetings, as well as other persons whose participation the Chairman considers useful
in connection with the matters to be discussed or for conducting the Meeting.2.3 Experts, financial analysts and accredited journalists may attend the Meetings
with the consent of the Chairman.2.4 Before introducing the matters on the agenda, the Chairman shall inform the
shareholders of the persons indicated in paragraphs 2 and 3 of this article who are
participating or are merely attending.Verification of the right to participate in Meetings and access to Meeting premisesarticle 3
    
    3.1 Verification of the right to participate in Meetings and vote shall begin at the
venue where a Meeting is to be held at least one hour before the Meeting is to begin,
unless a different time is indicated in the Meeting notice.3.2 Those entitled to participate in Meetings and vote must show identification and
the certification indicated in the Meeting notice to the auxiliary personnel at the
entrance to the premises where the Meeting is to take place. The auxiliary personnel
shall issue a special document, which is to be kept for as long as the Meeting lasts.




---



##### 



3.3 Such participants who for any reason leave the
premises where the Meeting is being held must notify
the auxiliary personnel.3.4 In order to facilitate verification of their
right to participate in a Meeting, shareholders and
others entitled to vote may have the documentation
confirming such right delivered to ENELs Department
of Corporate Affairs according to the procedures and
by the deadlines contained in the Meeting notice.3.5 In order to facilitate verification of their
representative powers, those intending to participate
in a Meeting as the representatives of shareholders
or of other persons entitled to vote may have the
documentation confirming such powers delivered to
ENELs Department of Corporate Affairs according to
the procedures and by the deadlines contained in the
Meeting notice.3.6 Unless the Chairman decides otherwise, no
cameras, video equipment or similar devices, or
recording instruments of any kind, may be used on the
premises where a Meeting is being held. In the event
the Chairman authorizes the use of such devices, he
or she shall determine the conditions and limits
thereof.Quorum and call to orderarticle 4
    
    4.1 At the time stated in the Meeting notice, the person
specified by the bylaws shall take the chair of the Meeting.4.2 The Chairman shall be assisted by a secretary,
who may be a person other than a shareholder,
appointed by the shareholders upon the Chairmans
proposal. The Chairman may request the assistance of
the secretary even when the drafting of the minutes
is entrusted to a notary public. The secretary and
the notary public may appoint assistants and may make
use of audio and/or video recording devices only as
personal aids in preparing the minutes.4.3 The Chairman may appoint one or more tellers, not
necessarily shareholders, and set up a chairs staff.4.4 To maintain order, the Chairman shall make use of
specially designated auxiliary personnel provided
with special identification badges.




---



##### 



22 > 23 Enel Societá per
Azioni REGULATION OF THE MEETINGS OF THE SHAREHOLDERS OF ENEL SPA  4.5 The Chairman may call for assistance on the persons authorized to participate
in the Meeting, including instructing them to introduce the matters on the agenda
and to reply to questions regarding determined matters.4.6 The Chairman may also call for assistance on specially invited external experts.4.7 The Chairman shall resolve any disputes regarding the right to participate and
vote, including cases brought to his attention by the auxiliary personnel.4.8 The Chairman shall announce how many shareholders and other persons
entitled to vote are present, as well as the capital share they represent. Having
ascertained that there is a quorum, the Chairman shall call the Meeting to order.4.9 If a quorum is not reached after no less than one hour has passed from the time
set for the Meeting to begin, the Chairman shall announce the fact and postpone
consideration of the matters on the agenda until the subsequent call.SECTION III  DISCUSSIONAgendaarticle 5
    
    5.1 The Chairman and, at his or her request, those who assist him or her in
accordance with article 4, paragraph 5 of this regulation, shall introduce the matters
on the agenda and the proposals submitted to the shareholders for approval. Unless
the Meeting is opposed, the Chairman may have the aforesaid matters and proposals
considered in a different order from the one stated in the Meeting notice and may
have all or some of the matters on the agenda discussed at the same time.Speaking from the floor and rejoindersarticle 6
    
    6.1 The Chairman shall conduct the discussion, giving the floor to the Directors, the
Statutory Auditors and those who request it in accordance with this article.6.2 All those entitled to vote and the common representative of the bondholders
may request the floor to speak on the matters under discussion only once, making
observations and requesting information. Those entitled to vote may also make




---



##### 



proposals. Requests for the floor may be presented from the time the quorum is
determined until the Chairman closes the discussion of the matter concerned. In order
to ensure the orderly conduct of the Meeting, the Chairman shall have the power to
set, at the beginning of or during the discussion of each matter, a deadline for the
presentation of requests for the floor.6.3 The Chairman shall establish the rules for requesting and using the floor, as well
as the order in which participants obtain the floor.6.4 The Chairman and, at his or her request, those who assist him or her in
accordance with article 4, paragraph 5 of this regulation, shall reply to participants
who speak on matters being discussed after all of them have spoken or after each one
has spoken.6.5 Those who have requested the floor shall be entitled to a brief rejoinder.6.6 Taking into account the nature and the importance of the specific matters under
discussion, as well as the number of those requesting the floor, the Chairman shall
predetermine the time limits for speaking from the floor and for
rejoinders - normally
no more than ten minutes for the former and five minutes for the
latter - in order to
ensure that the Meeting be able to conclude its business at one sitting. When such time
is about to run out, the Chairman shall request whoever has the floor to conclude.6.7 When all participants requesting the floor have spoken and the replies and, if
any, the rejoinders are over, the Chairman shall declare the discussion closed.Suspension and adjournment of Meetingsarticle 7
    
    7.1 While the Meeting is in progress, the Chairman may briefly suspend the same if
he or she deems it advisable and explains his or her decision.7.2 Subject to the provisions of section 2374 of the Civil Code, by a resolution of
the majority of the share capital represented, adopted upon proposal of the Chairman
or of participants representing at least 1% of the share capital, the shareholders may
decide to adjourn the Meeting, setting the venue, date and time for the continuation
thereof within a period that is appropriate with respect to the reasons for the
adjournment and, in any event, is no longer than thirty days.




---



##### 



24 > 25 Enel Societá per
Azioni REGULATION OF THE MEETINGS OF THE SHAREHOLDERS OF ENEL SPA  Powers of the Chairmanarticle 8
    
    8.1 In order to guarantee the proper conduct of business and the exercise of
participants rights, the Chairman may deny the floor in the event a participant speaks
without being entitled to do so or continues to speak after the predetermined time
limit has expired.8.2 After calling the speaker to order, the Chairman may deny the floor to the
former in cases of manifest irrelevance of what is being said to the matter under
discussion.8.3 The Chairman may deny the floor in all cases in which the participant speaking
utters unbecoming or offensive expressions, behaves similarly, makes threats, or
instigates violence and disorder.8.4 In the event one or more participants prevent others from discussing or by their
behavior create a situation that clearly hinders the regular conduct of the Meeting,
the Chairman shall call them to order and to observance of the regulation. In case
such call is to no avail, the Chairman may expel previously warned persons from the
Meeting premises for the entire duration of the discussion.SECTION IV - VOTINGPreliminary operationsarticle 9
    
    9.1 Before calling for a vote, the Chairman shall allow any participants who may
have been expelled under article 8 of this regulation to return to the Meeting.9.2 The Chairman may instruct the entitled participants to vote on the matters on
the agenda at the end of the discussion of each matter or at the end of the discussion
of all or several of the matters.Votingarticle 10
    
    10.1The Chairman shall decide the order in which proposed resolutions on the
separate matters on the agenda are put to a vote, normally giving precedence to
those proposed, if any, by the Board of Directors.




---



##### 



10.2 The Chairman shall decide the procedure for expressing, recording and counting
votes and may set a time limit by which votes must be expressed.10.3 Votes expressed with procedures other than those indicated by the Chairman
shall be null and void.10.4 Shareholders who vote against or abstain must give their name to the auxiliary
personnel.10.5 When voting is over, the votes shall be counted, after which the Chairman -
who may be assisted by the secretary or the notary public  shall inform the Meeting
of the results thereof.SECTION V - TERMINATIONTermination of the Meetingarticle 11
    
    11.1 When all the matters on the agenda have been discussed and voted upon, the
Chairman shall terminate the Meeting.SECTION VI - FINAL PROVISIONSFinal provisionsarticle 12
    
    12.1In addition to the provisions of this regulation, the Chairman may adopt all
measures deemed advisable in order to guarantee the proper conduct of the Meeting
and the exercise of participants rights.12.2 All matters not provided for in this regulation shall be subject to the provisions
of the Civil Code, applicable statutes and ENELs bylaws.




---



##### 



Cover
AReA - Rome Foto(FABRICA) Publishing
service

Online - Rome Printed
by

Tipar - Rome Printed in June 2004
on Fedrigoni Symbol Freelife
recycled ecological paper (LOGO) 500 copies Publication not for sale Edited
by the Communication Department