##### 



As filed with the Securities and Exchange Commission on
    November 13, 2007
    UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 20-F/A
 (Amendment
    No. 1)
  o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
    OR(g) OF THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended:
    December 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company report
    For the transition period
    from          to     ENEL-Società per
    Azioni
 (Exact name of registrant as
    specified in its charter)
  ENEL S.p.A.
 (Translation of
    registrants name into English)
  Italy
 (Jurisdiction of incorporation
    or organization)
 Viale Regina Margherita 137,
    Rome, Italy
 (Address of principal executive
    offices)
      Securities registered or to be
    registered pursuant to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredAmerican Depositary Shares


New York Stock ExchangeOrdinary shares with a par value of 1 each


New York Stock Exchange(*)       Securities registered or to be
    registered pursuant to Section 12(g) of the Act:
 None
 (Title of Class)
      Securities for which there is a
    reporting obligation pursuant to Section 15(d) of the
    Act:
    None (Title of
    Class)
        6,176,196,279
    þ o
    o þ
      þ o
  Rule 12b-2
  þ o o
    o þ
  Rule 12b-2
  o þ
    (*)
    
    Not for trading, but only in
    connection with the registration of the American Depositary
    Shares.




---



##### 



EXPLANATORY
    NOTE
  page F-102
 1




---



##### 



ITEM 18.
    FINANCIAL
    STATEMENTS  INDEX TO
    FINANCIAL STATEMENTS
  Report of Independent Registered Public Accounting Firm


F-1Consolidated Statements of Income for the years ended
    December 31, 2006, 2005 and 2004


F-2Consolidated Balance Sheets as of December 31, 2006 and 2005


F-3Consolidated Statements of Changes in Shareholders Equity
    for the years ended December 31, 2006, 2005 and 2004


F-5Consolidated Statements of Cash Flows for the years ended
    December 31, 2006, 2005 and 2004


F-6Notes to Consolidated Financial Statements


F-7Report of Independent Registered Public Accounting Firm


F-108  2




---



##### 



ITEM 19.
    EXHIBITS  Index to
    Exhibits filed with this Amendment No. 1
       3




---



##### 



Report of
    Independent Registered Public Accounting Firm
  The Board of Directors and Shareholders
               (signed) KPMG S.p.A.
   Rome, Italy
 June 28, 2007
 F-1




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME
 FOR THE
    YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  2006


2005


2004


2006Note


(millions of euro)


(millionsof U.Sdollars)Operating RevenuesRevenues from sales and services


6.a



37,497



32,370



29,147



49,485Other revenues


6.b



1,016



1,417



1,880



1,34138,513



33,787



31,027



50,826Income from equity exchange transaction


7



263











347Operating expenses:Raw materials and consumables


8.a



23,469



20,633



16,800



30,972Services and rentals


8.b



3,477



3,057



3,106



4,589Personnel


8.c



3,210



2,762



3,224



4,236Depreciation, amortization and impairment losses


8.d



2,463



2,207



2,201



3,250Other operating expenses


8.e



713



911



783



941Capitalized expenses


8.f



(989
)


(1,049
)


(973
)


(1,305
)32,343



28,521



25,141



42,683Net income/(charges) from commodity risk management


9



(614
)


272



(16
)


(810
)Operating income






5,819



5,538



5,870



7,679Financial income


10



513



230



365



677Financial expense


10



(1,160
)


(944
)


(1,192
)


(1,530
)Loss from investments accounted for using the equity method


11



(4
)


(30
)


(25
)


(5
)Income before taxes






5,168



4,794



5,018



6,821Income taxes


12



2,067



1,934



2,116



2,728Income from continuing operations






3,101



2,860



2,902



4,093Income (loss) from discontinued operations, net of tax


13







1,272



(155
)


Income for the year (shareholders of Parent Company and
    minority interests)






3,101



4,132



2,747



4,093Attributable to minority interests






65



237



116



86Attributable to shareholders of Parent Company






3,036



3,895



2,631



4,007Earnings per share (euro)






0.50



0.67



0.45



0.66Diluted earnings per share (euro)






0.50
*


0.67
*


0.45
*


0.66Earnings from continuing operations per share (euro)






0.50



0.46



0.48



0.54Diluted earnings from continuing operations per share (euro)






0.50
*


0.46
*


0.48
*


0.54Earnings from discontinued operations per share (euro)






0.00



0.21



(0.03
)Diluted earnings from discontinued operations per share (euro)






0.00



0.21
*


(0.03
)*     (*)
    
    Calculated on the basis of the average number of ordinary shares
    in the year (6,169,511,965 in 2006, 6,142,108,113 in 2005,
    6,083,948,691 in 2004) adjusted for the diluting effect of
    outstanding stock options (65 million in 2006,
    29 million in 2005, 102 million in 2004). Earnings and
    diluted earnings per share, calculated on the basis of options
    exercised to date, do not change with respect to the figures
    calculated as above.   F-2




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 AS OF
    DECEMBER 31, 2006 AND 2005
  2006


2005


2006Note


(millions of euro)


(millionsof U.S.dollars)ASSETSCurrent assets


14Inventories


14.a



1,209



884



1,596Trade receivables, net


14.b



7,958



8,316



10,502Tax receivables


14.c



431



789



569Current financial assets


14.d



402



569



531Cash and cash equivalents


14.e



547



476



722Other current assets


14.f



2,453



1,712



3,23613,000



12,746



17,156Non-current assets


15Property, plant and equipment, net


15.a



34,846



30,188



45,986Intangible assets, net


15.b



2,982



2,182



3,935Deferred tax assets


15.c



1,554



1,778



2,051Investments accounted for using the equity method


15.d



56



1,797



74Non-current financial assets


15.e



1,494



836



1,972Other non-current assets


15.f



568



975



75041,500



37,756



54,768TOTAL ASSETS






54,500



50,502



71,924LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities


16Short-term loans


16.a



1,086



1,361



1,433Current portion of long-term loans


17.a



323



935



426Trade payables


16.b



6,188



6,610



8,166Income tax payable






189



28



249Current financial liabilities


16.c



941



294



1,242Other current liabilities


16.d



4,106



3,390



5,41912,833



12,618



16,935Non-current liabilitiesLong-term loans


17.a



12,194



10,967



16,092Post-employment and other employee benefits


17.b



2,633



2,662



3,475Provisions for risks and charges


17.c



4,151



1,267



5,478Deferred tax liabilities


17.d



2,504



2,464



3,305Non-current financial liabilities


17.e



116



262



153Other non-current liabilities


17.f



1,044



846



1,37822,642



18,468



29,881TOTAL LIABILITIES






35,475



31,086



46,816 F-3




---



##### 



2006


2005


2006Note


(millions of euro)


(millionsof U.S.dollars)Equity attributable to the shareholders of the Parent
    Company


18Share capital






6,176



6,157



8,150Other reserves






4,386



4,249



5,788Reserve from measurement of financial instruments






163



2



215Retained earnings






5,934



5,923



7,831Net income for the year*






1,801



2,726



2,37818,460



19,057



24,362Equity attributable to minority interests






565



359



746TOTAL SHAREHOLDERS EQUITY






19,025



19,416



25,108TOTAL LIABILITIES AND SHAREHOLDERS EQUITY






54,500



50,502



71,924     (*)
    
    Net of interim dividend equal to 1,235 million
    (1,169 million for 2005)   F-4




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
    EQUITY
 FOR THE YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  Share Capital and Reserves Attributable to the Shareholders
    of the Parent CompanyTranslationof Financial








EquityStatements


Reserve from


Net


Attributable to


EquityShare











in Currencies


Measurement


Income


the Shareholders


AttributableShare


Premium


Legal


Other


Retained


Other Than


of Financial


for the


of the Parent


to Minority


ShareholdersCapital


Reserve


Reserve


Reserves


Earnings


Euro


Instruments


Year


Company


Interests


Equity(millions of euro)Millions of euroJanuary 1, 2004(1)


6,063







1,453



2,255



7,342



18



(200
)


2,509



19,440



181



19,621Exercise of stock options


41



208











(8
)














241







241Changes in scope of consolidation


















(105
)














(105
)


816



711Allocation of income


















314











(314
)










Dividends






























(2,195
)


(2,195
)






(2,195
)Interim dividends






























(2,014
)


(2,014
)






(2,014
)Net income for the year recognized in equity






















(16
)


(29
)






(45
)






(45
)Net income for the year recognized in income statement






























2,631



2,631



116



2,747December 31, 2004


6,104



208



1,453



2,255



7,543



2



(229
)


617



17,953



1,113



19,066Exercise of stock options


53



303











(17
)














339







339Other changes














(10
)


(6
)














(16
)


(7
)


(23
)Change in scope of consolidation






































(892
)


(892
)Dividends


















(1,597
)










(617
)


(2,214
)


(89
)


(2,303
)2005 interim dividend






























(1,169
)


(1,169
)






(1,169
)Net income for the year recognized in equity






















38



231







269



(3
)


266Net income for the year recognized in income statement






























3,895



3,895



237



4,132December 31, 2005


6,157



511



1,453



2,245



5,923



40



2



2,726



19,057



359



19,416Exercise of stock options


19



96







(7
)


















108







108Stock option charges














7



















7







7Change in scope of consolidation






































118



118Transfer of net income from the previous year


















2,726











(2,726
)










Dividends


















(2,715
)














(2,715
)


(9
)


(2,724
)2006 interim dividend






























(1,235
)(2)


(1,235
)






(1,235
)Net income for the year recognized in equity






















41



161







202



32



234Net income for the year recognized in income statement






























3,036



3,036



65



3,101December 31, 2006


6,176



607



1,453



2,245



5,934



81



163



1,801



18,460



565



19,025Millions of U.S. dollarsDecember 31, 2006


8,150



801



1,918



2,963



7,831



107



215



2,377



24,362



746



25,108     (1)
    
    Reclassification from retained earnings to other reserves for an
    amount of 40 million(2)
    
    Authorized by the Board of Directors on September 6, 2006
    with the ex dividend date set at November 20, 2006 and
    payment as from November 23, 2006.   F-5




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES CONSOLIDATED
  STATEMENTS OF CASH FLOWS
 FOR THE
    YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004
  2006


2005


2004


2006Note


(millions of euro)


(millionsof U.S.dollars)Income for the year (shareholders of the Parent Company and
    minority interests)






3,101



4,132



2,747



4,092Adjustments for:Amortization and impairment losses of intangible assets


15.b



193



308



491



255Depreciation and impairment losses of property, plant and
    equipment


15.a



2,160



2,561



2,994



2,851Exchange rate gains and losses (including cash and cash
    equivalents)






(87
)


22



(1
)


(115
)Provisions






820



781



1,042



1,082Financial (income)/expense, net






515



808



1,001



680Income taxes


12



2,067



2,147



1,498



2,728(Gains)/losses and other non-monetary items






(407
)


(1,295
)


1,081



(537
)Cash flow from operating activities before changes in net
    current assets






8,362



9,464



10,853



11,036Increase/(decrease) in provisions






(749
)


(814
)


(1,078
)


(988
)(Increase)/decrease in inventories






(109
)


125



(39
)


(144
)(Increase)/decrease in trade receivables






449



(1,919
)


(768
)


593(Increase)/decrease in other assets/liabilities






776



250



(1,546
)


1,024Increase/(decrease) in trade payables






(497
)


1,265



819



(656
)Interest income and other financial income received






312



202



341



412Interest expense and other financial expense paid






(847
)


(1,065
)


(1,473
)


(1,118
)Income taxes paid






(941
)


(1,815
)


(2,274
)


(1,242
)Cash flows from operating activities(a)






6,756



5,693



4,835



8,917 of which: discontinued operations










730



731Investments in property, plant and equipment


15.a



(2,759
)


(3,037
)


(3,538
)


(3,641
)Investments in intangible assets


15.b



(204
)


(220
)


(296
)


(269
)Investments in entities (or business units) less cash and cash
    equivalents acquired






(1,082
)


(524
)


(126
)


(1,428
)Disposals of entities (or business units) less cash and cash
    equivalents sold






1,518



4,652



1,941



2,003(Increase)/decrease in other investing activities






153



221



66



202Cash flows from investing activities(b)






(2,374
)


1,092



(1,953
)


(3,133
) of which: discontinued operations










(439
)


(1,121
)Financial debt (new borrowing)


17.a



1,524



1,759



3,986



2,011Financial debt (repayments and other changes)






(1,995
)


(5,283
)


(2,947
)


(2,633
)Dividends paid


18



(3,959
)


(3,472
)


(4,256
)


(5,225
)Increase in share capital and reserves due to the exercise of
    stock options


18



108



339



241



143Capital contributed by minority shareholders










3



10Cash flows from financing activities(c)






(4,322
)


(6,654
)


(2,966
)


(5,704
) of which: discontinued operations










(11
)


443Impact of exchange rate fluctuations on cash and cash
    equivalents(d)






4



14



(5
)


5Increase/(decrease) in cash and cash equivalents (a+b+c+d)






64



145



(2,167
)


85 of which: discontinued operations










280



53Cash and cash equivalents at beginning of the year






508



363



452



670 of which: discontinued operations










133



80Cash and cash equivalents at the end of the year






572
(1)


508



363



755 of which: discontinued operations














133     (1)
    
    Of which short-term securities equal to 25 million at
    December 31, 2006.   F-6




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  (1)
    GENERAL                   F-7




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (2)
    SUMMARY
    OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES  Accounting
    policies and measurement criteria
    Compliance
    with IFRS/IAS
    Basis of
    presentation
         F-8




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Use of
    estimates
        Revenue
    recognition
    Pensions
    and other post-employment benefits
     F-9




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Recoverability
    of non-current assets
        Recoverability
    of deferred tax assets
        Litigation
       F-10




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Provision
    for doubtful receivables
        Decommissioning
    and site restoration
              Related
    parties
    Subsidiaries
   F-11




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  line-by-line
  Special
    purpose entities
    Associated
    companies
      Joint
    ventures
  line-by-line
    Enel Unión FenosaFortuna


Renovables(1)


RusEnergoSbytat Dec. 31, 2006(millions of euro)Percentage consolidation


49.9
%


50.0
%


49.5
%Current assets


26



52



17Non-current assets


154



234



Current liabilities


14



44



10Non-current liabilities


47



182



Revenues


18



53



202Costs


15



31



196     (1)
    
    Includes amounts for companies over which Enel Unión Fenosa
    Renovables exercises joint control.  Consolidation
    procedure
   F-12




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Translation
    of foreign currency items
        Translation
    of financial statements denominated in a foreign
    currency
        Business
    combinations
     F-13




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Property,
    plant and equipment
            Useful lifeCivil buildings


40 yearsHydroelectric power plants(1)


40 yearsThermal power plants(1)


40 yearsNuclear power plants


40 yearsGeothermal power plants


20 yearsAlternative energy power plants


20 yearsTransport lines


40 yearsTransformation plant


32-42 yearsMedium- and low-voltage distribution networks


30-40 yearsGas distribution networks and meters


25-50 yearsTelecommunications systems and networks


5.5-20 yearsIndustrial and commercial equipment


4 years     (1)
    
    Excluding assets to be relinquished at end of concession, which
    are depreciated over the duration of the concession if shorter
    than useful life.     F-14




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              Intangible
    assets
           F-15




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Impairment
    losses
                Inventories
      Financial
    instruments
  Debt
    securities
     F-16




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Equity
    investments in other entities and other financial
    assets
          Trade
    receivables
      Cash and
    cash equivalents
      Trade
    payables
    Financial
    liabilities
    Derivative
    financial instruments
   F-17




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Employee
    benefits
        Share-based
    payments
        Provisions
    for risks and charges
     F-18




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    and/or
        Grants
      Revenues
    
    revenues from the sale of goods are recognized when the
    significant risks and rewards of ownership are transferred to
    the buyer and their amount can be reliably determined and
    collected;
    revenues from the sale and transport of electricity and gas
    refer to the quantities provided during the period, even if
    these have not yet been invoiced, and are determined using
    estimates as well as the fixed meter reading figures. Where
    applicable, this revenue is based on the rates and related
    restrictions established by law, the Authority for Electricity
    and Gas and the corresponding foreign authorities during the
    applicable period;
    revenues from the rendering of services are recognized in line
    with the stage of completion of the services. Where it is not
    possible to reliably determine the value of the revenues, they
    are recognized in the amount of the costs that it is considered
    will be recovered;
    connection fees related to the distribution of electricity are
    treated independently of any other service connected with the
    provision of electricity and therefore are recorded in a single
    amount upon completion of the connection service.    
    revenues for the telecommunications sector from traffic,
    interconnections, and roaming are recorded according to the
    usage by customers and telephone operators calculated on an
    accrual basis. Such revenues include the amount relating to the
    access to and use of the Companys network by customers and
    other domestic and international telephone operators. Revenues
    from the sale of rechargeable telephone cards are F-19




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  recorded solely for the amount corresponding to prepaid traffic
    effectively used by customers during the year. The prepaid
    traffic not yet used as of balance sheet date is recognized as
    deferred income. Revenues from the sale of mobile
    and fixed telephones and related accessories are recorded at the
    time of the transfer of ownership.  Financial
    income and expense
    Dividends
      Income
    taxes
          Discontinued
    operations and non-current assets held for sale
      Recently
    issued accounting standards
  Standards
    not yet adopted
    
    IFRS 7  Financial instruments:
    disclosure: this standard supplements the standards for
    the recognition, measurement and presentation in the financial
    statements of financial assets and liabilities dealt with under F-20




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  IAS 32 Financial instruments: disclosure and
    presentation and under IAS 39 Financial instruments:
    recognition and measurement and supersedes IAS 30
    Disclosures in the financial statements of banks and
    similar financial institutions. IFRS 7 requires additional
    disclosure of the significance of financial instruments for a
    companys financial performance and position, as well as a
    description of managements objectives, policies and
    processes for managing risks associated with financial
    instruments. This standard has already been adopted by the
    European Commission and takes effect starting as of the
    financial statements for periods beginning on or after
    January 1, 2007. Enel is assessing any impact this new
    standard may have in terms of disclosure in its consolidated
    financial statements.  
    IFRIC 8  Scope of IFRS 2: this
    interpretation clarifies whether IFRS 2 applies to arrangements
    where entities cannot specifically identify a portion or the
    entirety of the goods or services received. The issue addressed
    in this interpretation provides that, in the case in which the
    identifiable consideration received is less than the fair value
    of the equity instruments granted or liability incurred, the
    unidentifiable good/services received (or to be received) shall
    be valued, at the date of granting, at an amount equal to the
    difference between the fair value of the share-based payment and
    the fair value of the goods/services received (or to be
    received). The application of this interpretation, which has
    already been adopted by the European Commission, takes effect
    starting as of the financial statements for periods beginning on
    or after May 1, 2006. The Company is in the process of
    evaluating the impact of this standard on its consolidated
    financial statements.
    IFRIC 9  Reassessment of embedded
    derivatives: this interpretation establishes that the
    company shall assess whether embedded derivatives are to be
    recognized separately from the host contract at the time the
    company becomes party to the contract. Subsequent reassessment
    of the terms of the contract for separate recognition is
    prohibited, unless there is a change in the underlying contract
    that significantly modifies the related cash flows. Enel
    believes that the application of this interpretation, which has
    already been adopted by the European Commission and takes effect
    starting as of the financial statements for periods beginning on
    or after June 1, 2006, will not have a material impact on
    its consolidated financial statements.  First-time
    adoption of applicable standards
  
    Amendment of IAS 19 Employee benefits: the primary
    changes concern the option for the alternative treatment of
    actuarial gains and losses. Enel, which currently applies the
    corridor approach, has elected to not adopt the option
    introduced by this amendment. The amendment is effective as of
    January 1, 2006.
    IFRIC 4  Determining whether an arrangement
    contains a lease: the interpretation establishes the
    guidelines for identifying whether, in substance, a contract
    constitutes a lease as defined by IAS 17. The amendment is
    effective as of January 1, 2006. Specifically, in
    determining whether a contract is, or contains, a lease, the
    company must look to the substance of the arrangement and verify
    whether the contract: (a) explicitly or implicitly provides
    for the use of a specific asset or assets without which one of
    the parties to the contract would not be able to fulfill its
    contractual obligations; (b) transfers the right to use
    such assets. The application of this standard had no significant
    impact on Enels consolidated financial statements.
    IFRIC 5  Rights to interests arising from
    decommissioning, restoration and environmental funds,
    effective as of January 1, 2006. This interpretation
    establishes the criteria for recognizing and measuring
    contributions to funds established to decommission assets that
    have the following characteristics: (a) the fund assets are
    owned and managed by a legal entity that is distinct from the
    company; (b) the company contributing to the fund has a
    limited right of access to fund assets. The contributor
    separately recognizes its obligation to pay the decommissioning
    costs and its interest in the fund. The interest shall be
    measured at the lower of: (a) the amount of the
    decommission obligation recognized; and (b) the
    contributors share of the fair value of the net assets of
    the fund attributable to contributors. Changes in the carrying
    amount of this right to receive a reimbursement other than
    contributions to, and payments from, the fund shall be
    recognized in the income statement of the period in which the
    changes occur. In the case in which the F-21




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  interest in the fund is such as to allow the company to exercise
    control, considerable influence or joint control of the fund,
    the interest in the fund is recognized, respectively, as an
    interest in a subsidiary, associate or joint venture. The
    application of this standard had no effect on Enels
    consolidated financial statements.  (3)
    RISK
    MANAGEMENT  Market
    risk
                
    cash flow hedges, mainly related to hedging the risk of changes
    in the cash flows associated with a number of long-term
    floating-rate loans and certain contracts entered into by Enel
    in order to stabilize revenues from the sale of electricity on
    the Italian Power Exchange (two-way contracts for differences);
    trading derivatives, related to hedging interest and exchange
    rate risk and commodity risk but which do not qualify for
    recognition under IAS 39 as hedges of specific assets,
    liabilities, commitments or future transactions.       F-22




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    rate risk
    Notional Value2006


2005(millions of euro)Interest rate swaps


5,132



4,866Interest rate collars


45



62Swaptions






69Total


5,177



4,997         and/or and/or
 F-23




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Notional


Fair Value


Fair Value Assets


Fair Value LiabilitiesDec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2006


2005


2006


2005


2006


2005


2006


2005(millions of euro)Cash flow hedge derivatives:Interest rate swaps


4,823



4,196



(79
)


(261
)


37



11



(116
)


(272
)Interest rate collars


3



62























Swaptions






69























Trading derivatives:Interest rate swaps


309



670



(26
)


(54
)






1



(26
)


(55
)Interest rate collars


42



























Total interest rate swaps


5,132



4,866



(105
)


(315
)


37



12



(142
)


(327
)Total interest rate collars


45



62























Total swaptions






69























TOTAL INTEREST RATE DERIVATIVES


5,177



4,997



(105
)


(315
)


37



12



(142
)


(327
)       2007


2008


2009


2010


2011


Beyond(millions of euro)Current rates decreased by 10%


(28
)


(49
)


(17
)


(16
)


(15
)


(66
)Current rates at Dec. 31, 2006


(18
)


(35
)


(5
)


(5
)


(5
)


(28
)Current rates increased by 10%


(8
)


(20
)


7



6



5



11         2007


2008


2009


2010


2011


Beyond(millions of euro)Current rates decreased by 10%


(7
)


(6
)


(6
)


(3
)


(3
)


(10
)Current rates at Dec. 31, 2006


(6
)


(5
)


(5
)


(3
)


(2
)


(9
)Current rates increased by 10%


(5
)


(4
)


(4
)


(2
)


(2
)


(7
)   Exchange
    rate risk
   F-24




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Notional Value2006


2005(millions of euro)Forward contracts hedging commodities


875



1,357Forward contracts hedging commercial paper


377



35Forward contracts hedging future cash flows


192



212Other forward contracts


50



194Options


80



73Total


1,574



1,871     
    contracts with a notional value of 1,067 million used
    to hedge the exchange rate risk associated with purchases of
    fuel, imported electricity and expected cash flows in currencies
    other than the euro (1,569 million at
    December 31, 2005); and
    contracts with a notional value of 377 million used
    to hedge the exchange rate risk associated with redemptions of
    commercial paper issued in currencies other than the euro
    (35 million at December 31, 2005).  and/or and/or
    Notional


Fair Value


Fair Value Assets


Fair Value LiabilitiesDec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2006


2005


2006


2005


2006


2005


2006


2005(millions of euro)Cash flow hedge derivatives:- forwards


26



21























Trading derivatives:- forwards


1,468



1,777



(22
)


(6
)


2



9



(24
)


(15
)- options


80



73























Total forwards


1,494



1,798



(22
)


(6
)


2



9



(24
)


(15
)Total options


80



73























TOTAL EXCHANGE RATE DERIVATIVES


1,574



1,871



(22
)


(6
)


2



9



(24
)


(15
)  F-25




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2007


2008


2009


2010


2011


Beyond(millions of euro)10% depreciation of the euro


110



















Current exchange rates at December 31, 2006


(23
)


















10% appreciation of the euro


(130
)


















   Commodity
    risk
        ,
     F-26




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Notional


Fair Value


Fair Value Asset


Fair Value LiabilityDec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,


Dec. 31,2006


2005


2006


2005


2006


2005


2006


2005(millions of euro)Cash flow hedge derivatives: Two-way contracts for differences


1,034



1,372



48



57



48



57







Trading derivatives: One-way contracts for differences


3,219



6,266



(123
)


43







43



(123
)


 swaps on oil-based commodities


581



613



(7
)


(13
)


9



11



(16
)


(24
) futures on oil-based commodities


252



291



(2
)


16



2



17



(4
)


(1
) swaps on gas transmission fees


16



18



(8
)


(12
)










(8
)


(12
) other derivatives on energy


57



107



(6
)


(1
)


1



397



(7
)


(398
) embedded derivatives


1,012







(482
)






58







(540
)


 options on other commodities






9







2







2







TOTAL COMMODITY DERIVATIVES


6,171



8,676



(580
)


92



118



527



(698
)


(435
)     Two-way
    2007(millions of euro)10% decrease


111Scenario at Dec. 31, 2006


4810% increase


(14
)     10-year 10-year
 F-27




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Commodity


10-year Swap Rate


Total for 2007(millions of euro)10% decrease


(19
)


(8
)


(27
)Scenario at Dec. 31, 2006


(9
)


(8
)


(17
)10% increase


1



(8
)


(7
)         2007(millions of euro)10% decrease


(80
)Scenario at Dec. 31, 2006


(123
)10% increase


(167
)             Italy


Foreign


Total for 2007(millions of euro)10% decrease


(7
)


(3
)


(10
)Scenario at Dec. 31, 2006


(3
)


(3
)


(6
)10% increase






(4
)


(4
)      F-28




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Credit
    risk
      and/or
    Liquidity
    risk
        Concentrations
    of Risk
    Tariff
    Structure
    2004-2007
 F-29




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Increased
    Competition
        (4)
    CHANGES
    IN THE SCOPE OF CONSOLIDATION    I.
    2004  Acquisition:
     F-30




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  II.
    2005  Acquisition:
    Disposal:
      III.
    2006
  Acquisition:
                Disposal:
   F-31




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      (Millions of euro)Net assets acquired before fair value adjustments


(1,196
)Fair value adjustments:Property, plant and equipment


1,943Net deferred tax liabilities


(373
)Financial liabilities


29Sundry provisions


(22
)Other


48Total adjustments


1,625Net assets acquired after fair value adjustments


429Enel% holding (66)%


283Value of the transaction(1)


844of which payment on account made in 2005


(168
)Goodwill


561     (1)
    
    Including incidental expenses of 4 million.    Book Values Before





Fair Values atApril 28,


Fair Value


April 28,2006


Adjustments


2006(millions of euro)Property, plant and equipment


1,928



1,943



3,871Intangible assets


15







15Inventories, trade and other receivables


330



(5
)


325Cash and cash equivalents


23







23Other current and non-current assets


911



(397
)


514Total assets


3,207



1,541



4,748Shareholders equity


(789
)


1,072



283Minority interests


(407
)


553



146Total shareholders equity


(1,196
)


1,625



429Trade and other payables


258







258Financial liabilities and Other current and non-current
    liabilities


1,600



(106
)


1,494Sundry provisions


2,545



22



2,567Total shareholders equity and liabilities


3,207



1,541



4,748    F-32




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Other
    acquisitions
    (Millions of euro)Property, plant and equipment


279Intangible assets


98Trade receivables and inventories


28Cash and cash equivalents


47Other current and non-current assets


16Total assets


468Trade payables


(19
)Financial liabilities and Other current and non-current
    liabilities


(104
)Sundry and other provisions


(13
)Total liabilities


(136
)Net assets acquired


332Goodwill


158Negative goodwill


(30
)Value of the transaction(1)


460     (1)
    
    Including incidental expenses of 3 million.    (5)
    SEGMENT
    INFORMATION         F-33




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    information for 2006, 2005 and 2004
  Results for
    2006(1)
  Continuing OperationsDomesticGenerat. and


Domestic








Services


EliminationsDomestic


Energy


Infrastruc.





Parent


and Other


andSales


Manag.


and Networks


Internat.


Company


Activities


Adjustments


Total


Total(millions of euro)Revenues from third parties


20,981



12,694



906



3,056



891



267



(282
)


38,513



38,513Revenues from other segments


127



2,967



4,801



12



287



894



(9,088
)






Total revenues


21,108



15,661



5,707



3,068



1,178



1,161



(9,370
)


38,513



38,513Net income/(charges) from commodity risk management


4



(705
)






91



(4
)










(614
)


(614
)Gross operating margin


175



3,149



3,418



918



177



179



3



8,019



8,019Income from equity exchange transaction


















263











263



263Depreciation and amortization


44



980



826



387



17



90







2,344



2,344Impairment losses


129



(28
)


3



12







3







119



119Operating income


2



2,197



2,589



519



423



86



3



5,819



5,819Net financial income/(expense) and income/(expense) from equity
    investments accounted for using the equity method






























(651
)


(651
)Income taxes






























2,067



2,067Net income (Group and minority interests)






























3,101



3,101Operating assets


6,948



16,752



16,875



10,008



1,013



1,771



(3,352
)


50,015



50,015Operating liabilities


6,272



4,019



4,042



4,037



1,275



1,128



(2,884
)


17,889



17,889Capital expenditure


56



897



1,459



467



13



71







2,963



2,963     (1)
    
    Segment revenues include both revenues from third parties and
    revenue flows between the segments. A similar approach was taken
    for other income and costs for the year. F-34




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Results for
    2005(1)
  Continuing Operations


Discontinued OperationsDomesticGenerat.


Domestic








Services


Eliminations











EliminationsDomestic


and Energy


Infrastruc.





Parent


and Other


and





Transm.





andSales


Manag.


and Networks


Internat.


Company


Activities


Adjustments


Total


Networks


TLC.


Adjustments


Total


Total(millions of euro)Revenues from third parties


19,155



10,648



837



1,856



886



440



(35
)


33,787



711



2,604



(62
)


3,253



37,040Revenues from other segments


332



2,347



4,695



2



232



1,301



(8,909
)






29



144



(173
)






Total revenues


19,487



12,995



5,532



1,858



1,118



1,741



(8,944
)


33,787



740



2,748



(235
)


3,253



37,040Net income/(charges) from commodity risk management


(26
)


326







(14
)


(14
)










272



















272Gross operating margin


152



3,407



3,398



485



67



315



(79
)


7,745



524



903



(1
)


1,426



9,171Depreciation and amortization


25



982



769



173



14



93







2,056



118



695







813



2,869Impairment losses


115



27



1



5







3







151







41







41



192Operating income


12



2,398



2,628



307



53



219



(79
)


5,538



406



167



(1
)


572



6,110Net financial income/(expense) and income/(expense) from equity
    investments accounted for using the equity method






























(744
)














(240
)


(984
)Income taxes






























1,934















213



2,147Gains on disposal of assets














































1,153



1,153Net income (Group and minority interests)






























2,860















1,272



4,132Operating assets


6,465



16,468



15,708



4,282



1,263



2,945



(3,280
)


43,851



















43,851Operating liabilities


5,289



3,841



3,567



813



1,604



2,392



(3,137
)


14,369



















14,369Capital expenditure


53



798



1,570



299



11



98







2,829



142



286







428



3,257     (1)
    
    Segment revenues include both revenues from third parties and
    revenue flows between the segments. A similar approach was taken
    for other income and costs for the year.  Results for
    2004(1)
  Continuing Operations


Discontinued OperationsDomesticGenerat.


Domestic








Services


Eliminations











EliminationsDomestic


and Energy


Infrastruc. and





Parent


and Other


and





Transm.





andSales


Manag.


Networks


Internat.


Company


Activities


Adjustments


Total


Networks


TLC.


Adjustments


Total


Total(millions of euro)Total revenues


19,045



12,281



5,611



1,030



1,708



1,797



(10,445
)


31,027



1,017



4,727



(235
)


5,439



36,466Net income/(charges) from commodity risk management


(1
)


(8
)










(7
)










(16
)


















(16
)Gross operating margin


386



3,615



3,129



294



652



214



(219
)


8,071



649



1,421



14



2,084



10,155Depreciation, amortization and impairment losses


88



1,128



721



150



5



109







2,201



159



3,037



6



3,202



5,403Operating income


298



2,487



2,408



144



647



105



(219
)


5,870



490



(1,616
)


8



(1,118
)


4,752Net financial income/(expense) and income/(expense) from equity
    investments accounted for using the equity method






























(852
)














(467
)


(1,319
)Income taxes






























2,116















(618
)


1,498Gains on disposal of assets














































812



812Net income (Group and minority interests)






























2,902















(155
)


2,747Operating assets


5,104



16,051



14,908



3,628



1,147



3,508



(3,553
)


40,793



4,585



12,940







17,525



58,318Operating liabilities


4,546



3,259



3,466



503



1,955



3,982



(5,014
)


12,697



571



2,181







2,752



15,449Capital expenditure


67



678



1,596



230



10



109







2,690



277



867







1,144



3,834     (1)
    
    Segment revenues include both revenues from third parties and
    revenue flows between the segments. A similar approach was taken
    for other income and costs for the year. F-35




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     At Dec. 31, 2006


At Dec. 31, 2005


At Dec. 31, 2004(millions of euro)Total assets


54,500



50,502



65,378Financial assets and cash and cash equivalents


2,107



3,203



746Tax assets


2,378



3,448



6,314Segment assets


50,015



43,851



58,318 of which:Domestic Sales


6,948



6,465



5,104Domestic Generation and Energy Management


16,752



16,468



16,051Domestic Infrastructure and Networks


16,875



15,708



14,908International


10,008



4,282



3,628Parent Company


1,013



1,263



1,147Services and Other Activities


1,771



2,945



3,508Eliminations and adjustments


(3,352
)


(3,280
)


(3,553
)Telecommunications and Transmission Networks










17,525Total liabilities


35,475



31,086



46,312Financial liabilities and loans


14,661



13,819



27,745Tax liabilities


2,925



2,898



3,118Segment liabilities


17,889



14,369



15,449 of which:Domestic Sales


6,272



5,289



4,546Domestic Generation and Energy Management


4,019



3,841



3,259Domestic Infrastructure and Networks


4,042



3,567



3,466International


4,037



813



503Parent Company


1,275



1,604



1,955Services and Other Activities


1,128



2,392



3,982Eliminations and adjustments


(2,884
)


(3,137
)


(5,014
)Telecommunications and Transmission Networks










2,752  F-36




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (6)
    OPERATING
    REVENUES  6.a
    Revenues from sales and services 
    37,497 million
  2006


2005


2004(millions of euro)Revenues from the sale and transport of electricity and
    contributions from Electricity Equalization Fund


34,231



29,008



25,098Revenues from the sale and transport of natural gas to end-users


1,695



1,556



1,374Revenues from fuel sales


413



446



894Connection fees for the electricity and gas networks


617



656



657Revenues for contract work in progress


138



290



609Other sales and services


403



414



515Total


37,497



32,370



29,147     2006


2005


2004(millions of euro)Italy


32,389



30,563



27,369Europe


4,525



1,656



1,549Americas


180



117



160Middle East


22



27



56Other


381



7



13Total


37,497



32,370



29,147   6.b
    Other revenues 
    1,016 million
  2006


2005


2004(millions of euro)Prior-year regulatory items






338



Reimbursement of stranded costs


154



158



1,219Gains on sale of equity investments


90



131



13Gains on sale of property, plant and equipment


22



45



Bonus for service continuity


194



115



250Other


556



630



398Total


1,016



1,417



1,880   Prior-year
    regulatory items
    Reimbursement
    of stranded costs
  2000-2003,
 F-37




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2000-2003 2004-2009
  Bonus for
    service continuity
    (7)
    INCOME
    FROM EQUITY EXCHANGE TRANSACTION  263
    MILLION    (8)
    OPERATING
    EXPENSES  8.a
    Raw materials and consumables 
    23,469 million
  2006


2005


2004(millions of euro)Electricity purchases


17,082



14,321



10,380Fuel and gas


5,637



5,514



5,393Materials


750



798



1,027Total


23,469



20,633



16,800 of which capitalized


(586
)


(665
)


(673
)   8.b
    Services and rentals 
    3,477 million
  2006


2005


2004(millions of euro)Electricity and gas wheeling


1,342



1,048



1,068Maintenance and repairs


444



395



347Telephone and postal


289



260



318Communication services


62



62



91Information technology services


123



121



63Commissions


81



66



55Leases and rentals


425



387



349Other


711



718



815Total


3,477



3,057



3,106  F-38




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.c
    Personnel  3,210 million
  2006


2005


2004(millions of euro)Wages and salaries


1,995



1,957



1,989Social security contributions


568



529



537Termination benefits


64



111



97Other costs


583



165



601Total


3,210



2,762



3,224 of which capitalized


(403
)


(384
)


(300
)       Average number


Headcount2006


2005


2004


at Dec. 31, 2006Senior managers


692



618



581



691Middle managers


4,678



4,144



4,024



4,900Office staff


29,918



29,231



29,515



30,540Workers


21,300



19,369



17,728



22,417Total continuing operations


56,588



53,362



51,398



58,548Discontinued operations






6,722



10,820



TOTAL


56,588



60,084



62,218



58,548   8.d
    Depreciation, amortization and impairment losses 
    2,463 million
  2006


2005


2004(millions of euro)Depreciation


2,154



1,918



1,990Amortization


190



138



121Impairment losses


119



151



90Total


2,463



2,207



2,201   8.e
    Other operating expenses 
    713 million
  2006


2005


2004(millions of euro)Provisions for risks and charges


98



212



203Purchase of green certificates


73



119



104Charges for
    CO2
    emissions


84



228



Taxes and duties


159



144



158Other


299



208



318Total


713



911



783  F-39




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  8.f
    Capitalized expenses 
    (989) million
  2006


2005


2004(millions of euro)Personnel


(403
)


(384
)


(300
)Materials


(586
)


(665
)


(673
)Total


(989
)


(1,049
)


(973
)   (9)
    NET
    INCOME / (CHARGES) FROM COMMODITY RISK MANAGEMENT 
    (614) MILLION  2006


2005


2004(millions of euro)IncomeUnrealized on contracts for differences






43



Unrealized on other contracts


16



9



15Total unrealized income


16



52



15Realized on contracts for differences






289



Realized on other contracts


76



98



89Total realized income


76



387



89Total income


92



439



104ChargesUnrealized on contracts for differences


(103
)






Unrealized on other contracts


(42
)


(13
)


(36
)Total unrealized charges


(145
)


(13
)


(36
)Realized on contracts for differences


(519
)






Realized on other contracts


(42
)


(154
)


(84
)Total realized charges


(561
)


(154
)


(84
)Total charges


(706
)


(167
)


(120
)NET INCOME/(CHARGES) FROM COMMODITY RISK MANAGEMENT


(614
)


272



(16
)  F-40




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (10)
    FINANCIAL
    INCOME (EXPENSE)  (647) MILLION  2006


2005


2004(millions of euro)Financial income: interest and other income from non-current financial
    assets


8



29



49 foreign exchange gains


165



23



165 income from derivative instruments


85



68



29 other income


233



99



118 income from investments


22



11



4Total


513



230



365Financial expense: interest and other charges on financial debt


(635
)


(686
)


(771
) foreign exchange losses


(82
)


(52
)


(143
) expense on derivative instruments


(169
)


(94
)


(135
) accretion of post-employment and other employee
    benefits


(108
)


(112
)


(134
) accretion of other provisions


(159
)






 loss on investments


(7
)






(9
)Total


(1,160
)


(944
)


(1,192
)TOTAL


(647
)


(714
)


(827
)   (11)
    LOSS FROM
    INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD 
    (4) MILLION  2006


2005


2004(millions of euro)Income from associates


4



7



8Loss on associates


(8
)


(37
)


(33
)Total


(4
)


(30
)


(25
)   (12)
    INCOME
    TAXES  2,067 MILLION  2006


2005


2004(millions of euro)Current taxes


1,657



1,398



1,328Income tax adjustments relating to prior years


(5
)


14



(14
)Deferred tax


415



522



802Total


2,067



1,934



2,116       F-41




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2006


2005


2004(millions of euro)Income before taxes


5,168







4,794







5,018Theoretical tax due calculated as 33% of pre-tax income


1,705



33.0
%


1,582



33.0
%


1,656



33.0
%Permanent differences and minor items


13



0.3
%


(12
)


(0.3
)%


103



2.1
%Difference on estimated income taxes from prior years


(5
)


(0.1
)%


14



0.3
%


(14
)


(0.3
)%Regional tax at varying tax rates


354



6.8
%


350



7.3
%


371



7.4
%Total


2,067



40.0
%


1,934



40.3
%


2,116



42.2
%   (13)
    DISCONTINUED
    OPERATIONS  0 MILLION    2006


2005


2004(millions of euro)Operating income (loss)






572



(1,118
)Net financial expense






(240
)


(467
)Income taxes






(213
)


618Net income before capital gains






119



(967
)Gains on disposal of assets






1,153



812NET INCOME ON DISCONTINUED OPERATIONS, NET OF TAX






1,272



(155
)   Assets
  (14)
    CURRENT
    ASSETS  (14.a)
    Inventories  1,209 million
  At Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Raw materials, consumables and supplies: fuel


853



585 materials, equipment and other inventories


207



115Total


1,060



700Buildings available for sale


148



166Advances


1



18TOTAL


1,209



884  F-42




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14.b)
    Trade receivables 
    7,958 million
  At Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Customers: sale and transport of electricity


6,809



6,850 distribution and sale of natural gas


712



611 other activities


387



506Total


7,908



7,967Trade receivables due from associates


7



290Receivables for contract work in progress


43



59TOTAL


7,958



8,316         (Millions of euro)Balance at Jan 1, 2004


328Accruals


241Utilization


(83
)Balance at Dec 31, 2004


486Accruals


188Utilization


(29
)Changes in scope of consolidation


(305
)Other changes


7Balance at Dec. 31, 2005


347Accruals


110Utilization


(129
)Other changes


(2
)Balance at Dec. 31, 2006


326   (14.c)
    Tax receivables  431 million
       F-43




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (14.d)
    Current financial assets 
    402 million
  At Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Receivables for factoring advances


211



374Derivative contracts


120



115Other securities


25



28Equity investments






43Other


46



9Total


402



569     Notional Value


Fair ValueAt Dec. 31, 2006


At Dec. 31, 2005


At Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Cash flow hedge derivatives: interest rates






60







 exchange rates


25



1







 commodities


1,034



1,372



48



57Total


1,059



1,433



48



57Trading derivatives: interest rates


42



60







1 exchange rates


208



703



2



9 commodities


407



7,179



70



48Total


657



7,942



72



58TOTAL


1,716



9,375



120



115     
    two-way contracts for differences with a notional value of
    1,034 million and a fair value of
    48 million. These amounts refer both to the two-way
    contracts for differences with the Single Buyer for 2007 and the
    virtual power plant (VPP) contracts that Enel entered into with
    the counterparties selected through the auction of
    December 28, 2006. These contracts are also two-way
    contracts for differences;
    commodity derivatives on fuels and on electricity, with a
    notional value of 407 million and a fair value of
    12 million;
    embedded derivatives related to an energy sale contract in
    Slovakia, with a fair value of 58 million.    
    two-way contracts for differences, with a notional value of
    1,372 million and a fair value of
    57 million;
    one-way contracts for differences, with a notional value of
    6,266 million and a fair value of
    43 million;
    derivatives on fuels, energy and metals with a notional value of
    913 million and a fair value of 5 million. F-44




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (14.e)
    Cash and cash equivalents 
    547 million
    At Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Bank and post office deposits


541



472Cash and cash equivalents


6



4Total


547



476   (14.f)
    Other current assets 
    2,453 million
  At Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Receivables due from Electricity Equalization Fund


1,355



816Receivables due from employees


14



14Receivables due from others


975



801Accrued operating income and prepaid expenses


109



81Total


2,453



1,712  F-45




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15)
    NON-CURRENT
    ASSETS  (15.a)
    Property, plant and equipment 
    34,846 million
    Industrial











Assets Underand











ConstructionPlant and


Commercial


Other


Leased


Leasehold


andLand


Buildings


Machinery


Equipment


Assets


Assets


Improvements


Advances


Total(millions of euro)Cost


351



6,684



75,753



494



1,117







279



2,073



86,751Accumulated depreciation






(3,041
)


(45,630
)


(393
)


(794
)






(191
)






(50,049
)Balance at Dec. 31, 2004


351



3,643



30,123



101



323







88



2,073



36,702Investments


1



64



1,743



16



56







13



1,144



3,037Assets entering service


2



48



766



1



15







10



(842
)


Depreciation(1)






(210
)


(2,191
)


(24
)


(101
)






(35
)






(2,561
)Change in scope of consolidation


(16
)


(325
)


(6,329
)


(10
)


(119
)






(59
)


(600
)


(7,458
)Exchange rate gains/ (losses)


1







245



















1



247Ordinary disposals and other changes


52



133



(211
)


(4
)


(23
)






10



264



221Total changes


40



(290
)


(5,977
)


(21
)


(172
)






(61
)


(33
)


(6,514
)Cost


391



6,435



64,698



358



664







65



2,040



74,651Accumulated depreciation






(3,082
)


(40,552
)


(278
)


(513
)






(38
)






(44,463
)Balance at Dec. 31, 2005


391



3,353



24,146



80



151







27



2,040



30,188Investments


1



56



1,415



17



71







11



1,188



2,759Assets entering service


1



58



612







31







17



(719
)


Depreciation






(247
)


(1,790
)


(16
)


(67
)


(21
)


(13
)






(2,154
)Impairment losses










(6
)






















(6
)Change in scope of consolidation


12



1,106



2,257



19



1



225







357



3,977Exchange rate gains/ (losses)






94



147



3







18







33



295Ordinary disposals and other changes


(16
)


(14
)


(163
)


(3
)


(7
)


3







(13
)


(213
)Total changes


(2
)


1,053



2,472



20



29



225



15



846



4,658Cost


389



8,021



69,355



404



673



292



119



2,886



82,139Accumulated depreciation






(3,615
)


(42,737
)


(304
)


(493
)


(67
)


(77
)






(47,293
)Balance at Dec. 31, 2006


389



4,406



26,618



100



180



225



42



2,886



34,846     (1)
    
    Includes 643 million in respect of Telecommunication
    and Transmission Networks Divisions until date of
    deconsolidation.    30-year
 F-46




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Minimum Lease Payments


Present Value(millions of euro)2007


14



112008-2012


31



14After 2012


99



64Total


144



89     
    the acquisition of Slovenské elektrárne (up
    3,871 million);
    the acquisition of Enel Panama (up 159 million);
    the acquisition of the Brazilian companies of the Rede Group (up
    79 million);
    the acquisition of companies in the Gas area (up
    41 million);
    the partial deconsolidation of Enel Unión Fenosa Renovables
    (down 156 million);
    the sale of Carbones Colombianos del Cerrejón (down
    17 million).     F-47




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005(millions of euro)Property, plant and equipment, gross:Generating Plant(1):Hydroelectric


9,209



8,361Thermal


18,960



18,014Nuclear


2,759



Geothermal and renewable sources


2,174



2,432Distribution Electricity Network


37,811



37,330Distribution Gas Network


2,662



2,655Land and Buildings(2)


3,733



2,277Other


1,945



1,542Construction in progress


2,886



2,040Total


82,139



74,651Accumulated Depreciation:Generating Plant(1):Hydroelectric


4,608



3,939Thermal


11,836



11,493Nuclear


928



Geothermal and renewable sources


1,538



1,233Distribution Electricity Network


24,984



25,048Distribution Gas Network


1,077



1,029Land and Buildings(2)


1,147



731Other


1,175



990Total


47,293



44,463Property, plant and equipment, net:Generating Plant(1):Hydroelectric


4,601



4,422Thermal


7,124



6,521Nuclear


1,831



Geothermal and renewable sources


636



1,199Distribution Electricity Network


12,827



12,282Distribution Gas Network


1,585



1,626Land and Buildings(2)


2,586



1,546Other


770



552Construction in progress


2,886



2,040Total


34,846



30,188     (1)
    
    The values also include industrial land and buildings.(2)
    
    The values include non-industrial buildings (offices,
    warehouses, parking facilities, etc.), buildings for civil use
    and non-appurtenant land. F-48




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2006


2005(millions of euro)Power plants: thermal


766



570 hydro


157



206 geothermal


79



84 nuclear


57



 alternative energy resources


115



130Total power plants


1,174



990Transport lines and transformer stations






133Electricity distribution networks


1,324



1,381Gas distribution networks


88



70Telecommunication networks






251Land, buildings and other assets and equipment


173



212TOTAL


2,759



3,037             Millions of euroBalance as of January 1, 2005


88Disposal of investment


(53
)Accretion expense


2Balance as of January 1, 2006


37Change in the scope of consolidation


2,198Accretion expense


175Balance as of December 31, 2006


2,410    F-49




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (15.b)
    Intangible assets 
    2,982 million
    Industrial


Concessions,Patents


Licenses,





Assets UnderDevelopment


and Intellectual


Trademarks and





DevelopmentCosts


Property Rights


Similar Rights


Other


and Advances


Goodwill


Total(millions of euro)Balance at Dec. 31, 2004


6



411



2,526



245



174



6,709



10,071Investments






72



36



12



97



3



220Assets entering service






59







9



(68
)






Exchange rate differences










1



9







23



33Changes in scope of consolidation






(245
)


(2,410
)


26



(70
)


(5,120
)


(7,819
)Amortization(1)






(149
)


(96
)


(63
)










(308
)Other changes


(6
)


(15
)


20



27



(1
)


(40
)


(15
)Total changes


(6
)


(278
)


(2,449
)


20



(42
)


(5,134
)


(7,889
)Balance at Dec. 31, 2005






133



77



265



132



1,575



2,182Investments


5



51



15



35



98







204Assets entering service






69







10



(79
)






Exchange rate differences






1







(11
)


1



29



20Changes in scope of consolidation






8



12



77



9



670



776Amortization


(2
)


(94
)


(15
)


(79
)










(190
)Impairment losses






















(3
)


(3
)Other changes


32



(3
)


(2
)


(21
)


(13
)






(7
)Total changes


35



32



10



11



16



696



800Cost


42



482



128



759



148



2,271



3,830Accumulated amortization


7



317



41



483











848Balance at Dec. 31, 2006


35



165



87



276



148



2,271



2,982     (1)
    
    Includes 170 million in respect of Telecommunications
    and Transmission Networks Divisions until date of
    deconsolidation.         F-50




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Changes inScope of


Exchange Rate


ImpairmentAt Dec. 31, 2005


Consolidation


Differences


Losses


At Dec. 31, 2006(millions of euro)Enel Viesgo Generación


657















657Enel Rete Gas


4















4Enel Energia (formerly Enel Gas)


579















579Enel Unión Fenosa Renovables


131



(49
)










82Enel North America


85







(9
)


(1
)


75Enel Latin America


73







(7
)






66Electra de Viesgo Distribución


24















24Enel Maritza East 3 (formerly Maritza East III Power
    Company)


15















15Wisco


7











(2
)


5Slovenské elektrárne






561



48







609RusEnergoSbyt






80



(1
)






79Enel Panama






62



(2
)






60Erelis






14











14Enel Operations Bulgaria (formerly Maritza East 3 Operating
    Company)






2











2Total


1,575



670



29



(3
)


2,271        F-51




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At Dec. 31, 2006








Discount Rate


Explicit Period ofAmount


Tax Rate


Growth Rate(1)


WACC(2)


Ke(3)


Cash Flows(millions of euro)Enel Viesgo Generación


657



30
%


no terminal value



6.9
%






26 yearsElectra de Viesgo Distribución


24



30
%


1.0
%


6.0
%






11 yearsEnel Rete Gas


4



42
%


0
%


6.0
%






3 yearsEnel Energia (formerly Enel Gas)


579



38
%


0
%


7.1
%






5 yearsEnel North America


75



40.4
%


2.0
%


6.5
%






10 yearsEnel Latin America


66



28.2
%


2.0
%


9.9
%






10 yearsEnel Unión Fenosa Renovables


82



30
%


no terminal value







8.8
%


20 yearsEnel Maritza East 3 (formerlyMaritza East III Power Company)


15



10
%


no terminal value







11.4
%


18 yearsWisco


5



40
%


0
%


8.0
%






11 yearsSlovenské elektrárne


609



19
%


no terminal value



8.5
%






34 years     (1)
    
    Perpetual growth rate of cash flows after explicit period.(2)
    
    WACC represents the weighted average cost of capital.(3)
    
    Ke is the opportunity cost for the shareholder for the
    investment in risk capital. F-52




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (15.c)
    Deferred tax assets 
    1,554 million
    Increase /











Increase /(Decrease)











(Decrease)Taken to





Change in





Taken to





Changes inAt Dec. 31,


Income


Other


Scope of


At Dec. 31,


Income


Other


Scope of


At Dec. 31,2004


Statement


Changes


Consolidation


2005


Statement


Changes


Consolidation


2006(millions of euro)Nature of the temporary differences: impairment of property, plant and equipment and
    intangible assets


83



5



(1
)


(19
)


68



(9
)


(2
)






57 accruals to provisions for risks and charges and
    impairment losses with deferred deductibility


995



(251
)


11



(188
)


567



(192
)






191



566 tax losses carried forward


845



(86
)


(2
)


(632
)


125



(60
)










65 measurement of financial assets


164



(11
)


33



(37
)


149



(61
)


(45
)






43 other items


866



23



8



(28
)


869



(46
)










823Total


2,953



(320
)


49



(904
)


1,778



(368
)


(47
)


191



1,554     (15.d)
    Investments accounted for using the equity method 
    56 million
    At Dec. 31,





Capital





Income


Other


At Dec. 31,2005


% Holding


Increases


Sales


Effect


Changes


2006


% Holding(millions of euro)Wind Telecomunicazioni


1,728



37.2
%






(328
)


263



(1,663
)






Weather Investments














(1,962
)


(6
)


1,968







Gesam


14



40.0
%






(18
)


4











Idrosicilia


9



40.0
%


















9



40.0
%Cesi


7



25.9
%


















7



25.9
%Compagnia Porto di Civitavecchia


9



25.0
%


2











(4
)


7



25.0
%Aes Distribuidores Salvadoreños


7



20.0
%














(2
)


5



20.0
%Other


23











(2
)


4



3



28



Total


1,797







2



(2,310
)


265



302



56  F-53




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At Dec. 31, 2006


At Dec. 31, 2005Net











NetAssets


Liabilities


Revenues


Income/(Loss)


Assets


Liabilities


Revenues


Income/(Loss)(millions of euro)Idrosicilia


23



1







1



23



1







1Cesi


128



101



80



1



159



129



125



1Compagnia Porto di Civitavecchia


23



7







(2
)


2



4







(3
)Aes Distribuidores Salvadoreños


85



57



5







104



67



9



5Other companies


166



114



52



6



119



103



14



4   (15.e)
    Non-current financial assets 
    1,494 million
  At Dec. 31,


At Dec. 31,2006


2005(millions of euro)Equity investments in other companies


367



594Advance paid on the acquisition of Slovenské elektrárne






168Receivables due from associates and other equity investments






34Other securities designated at fair value through profit or loss


114



Other receivables: financial receivables due from financing entities


14



27 derivative contracts


37



11 other items


962



2Total other receivables


1,013



40TOTAL


1,494



836    F-54




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At Dec. 31,





At Dec. 31,2006


% Holding


2005


% Holding(millions of euro)Weather Investments










286



5.20
%Terna


262



5.12
%


213



5.12
%Red Electrica de España


44



1.00
%


35



1.00
%LaGeo


25



12.50
%


25



12.50
%Echelon


18



7.67
%


20



7.54
%Tri Alpha Energy


7



6.18
%


7



6.74
%Other


11







8Total


367







594       At Dec. 31, 2006

At Dec. 31, 2005Carrying



CarryingAmount

Fair Value

Amount

Fair Value(millions of euro)Long-term financial receivables


1,120



1,120



66



66Total


1,120



1,120



66



66     Notional Value


Fair ValueAt Dec. 31,


At Dec. 31,


At Dec. 31,


At Dec. 31,2006


2005


2006


2005(millions of euro)Cash flow hedge derivatives: interest rates


2,586



327



37



11Total


2,586



327



37



11  F-55




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (15.f)
    Other non-current assets 
    568 million
  At Dec. 31,


At Dec. 31,2006


2005(millions of euro)Receivables from Electricity Equalization Fund


209



847Receivables from State Decommissioning Fund


269



Other long-term receivables: tax paid on account on termination benefits


5



19 loans to employees


45



44 other receivables


40



65Total other long-term receivables


90



128TOTAL


568



975   1
  Liabilities
  (16)
    CURRENT
    LIABILITIES  (16.a)
    Short-term loans 
    1,086 million
    At Dec. 31, 2006


At Dec. 31, 2005Book Value


Fair Value


Book Value


Fair ValueShort-term amounts due to banks


542



542



970



970Commercial paper


531



531



275



275Other short-term financial payables


13



13



116



116Short-term financial debt


1,086



1,086



1,361



1,361           1
 F-56




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (16.b)
    Trade payables 
    6,188 million
    (16.c)
    Current financial liabilities 
    941 million
  At Dec. 31,


At Dec. 31,2006


2005(millions of euro)Deferred financial liabilities


177



176Derivative contracts


753



103Other items


11



15Total


941



294     Notional Value


Fair ValueAt Dec. 31,


At Dec. 31,


At Dec. 31,


At Dec. 31,2006


2005


2006


2005(millions of euro)Cash flow hedge derivatives: interest rates


2



191







10 exchange rates


1



20







Total


3



211







10Trading derivatives: interest rates


309



610



26



55 exchange rates


1,340



1,147



24



15 commodities


4,730



125



698



13 other










5



10Total


6,379



1,882



753



93TOTAL


6,382



2,093



753



103       
    fuel trading, with a notional value of 444 million
    and a fair value of 28 million;
    one-way contracts for differences, with a notional value of
    3,219 million and a fair value of
    123 million;
    trading derivatives on electricity, with a net notional value of
    about 55 million and a fair value of
    7 million;
    embedded derivatives related to energy sale and purchase
    contracts in Slovakia, with a notional value of
    1,012 million and a fair value of
    540 million. F-57




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (16.d)
    Other current liabilities 
    4,106 million
  At Dec. 31,


At Dec. 31,2006


2005(millions of euro)Payables due to customers


1,572



1,755Payables due to the Electricity Equalization Fund


948



406Payables due to employees


341



353Taxes payable


221



199Social security contributions payable


147



144Other


877



533Total


4,106



3,390     (17)
    NON-CURRENT
    LIABILITIES  (17.a)
    Long-term loans (including current portion) 
    12,517 million
      PortionFalling Dueat MoreNominal





Than


CurrentBalance


Value


Balance


12 months


Portion


Maturing inMaturing


31.12.2006


31.12.2006


31.12.2005





2007


2008


2009


2010


2011


Beyond(millions of euro)Bonds: listed, fixed rate


2008-2033



5,680



5,721



5,621



5,674



6



1,004



7



107



946



3,610 listed, floating rate


2009-2012



633



636



799



633







50



86



100







397 unlisted, fixed rate


2007-2010



91



91



171



61



30



60



1











 unlisted, floating rate


2007-2032



2,030



2,030



1,939



2,007



23



22



331



79



56



1,519Total






8,434



8,478



8,530



8,375



59



1,136



425



286



1,002



5,526Bank loans: fixed rate


2007-2015



130



130



166



91



39



19



20



9



9



34 floating rate


2007-2026



3,780



3,802



3,015



3,586



194



235



282



254



816



1,999Total






3,910



3,932



3,181



3,677



233



254



302



263



825



2,033Non-bank loans: fixed rate


2007-2026



132



135



138



104



28



21



7



6



7



63 floating rate


2009-2020



41



41



53



38



3



3



2



2



2



29Total






173



176



191



142



31



24



9



8



9



92TOTAL






12,517



12,586



11,902



12,194



323



1,414



736



557



1,836



7,651   1994-2019,
 F-58




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Current


EffectiveBalance


Nominal Value


Balance


Interest Rate


Interest RateAt Dec. 31, 2006


At Dec. 31, 2005


At Dec. 31, 2006(millions of euro)Euro


11,869



11,935



11,444



4.36
%


4.41
%US dollar


222



225



185



8.09
%


8.11
%Pound sterling


62



62



62



5.73
%


5.73
%Swiss franc


13



13



22



6.49
%


6.49
%Japanese yen


59



59



109



1.65
%


1.65
%Other currencies


292



292



80



5.92
%


5.92
%Total non-euro currencies


648



651



458TOTAL


12,517



12,586



11,902     Changes in





ExchangeNominal Value





Change in


Consolidated


New


Rate


Nominal ValueAt Dec. 31, 2005


Repayments


Own Bonds


Companies


Financing


Differences


At Dec. 31, 2006(millions of euro)Bonds


8,599



(487
)


53



246



97



(30
)


8,478Bank loans


3,195



(1,173
)






493



1,425



(8
)


3,932Non-bank loans


191



(45
)






45



2



(17
)


176Total financial debt


11,985



(1,705
)


53



784



1,524



(55
)


12,586     
    the refinancing of Slovenské elektrárne debt with a
    new 5-year
    revolving line of credit for a total of 600 million
    without an Enel SpA guarantee, 565 million of which
    was drawn at the end of 2006;
    the renegotiation of the project financing in respect of Enel
    Maritza East 3 (formerly Maritza East III Power Company) in
    the amount of 450 million payable in 2023 and fully
    guaranteed by SACE, an Italian credit insurance agency,
    220 million of which was drawn at December 31,
    2006;
    the renegotiation of the Acuerdo Marco II project financing
    for Enel Unión Fenosa Renovables in the amount of
    283 million with a maturity of 15 years,
    80 million of which was drawn at December 31,
    2006;
    the issue by Enel SpA of two additional tranches of a
    privately-placed bond issue for leading Italian insurance
    companies in the amount of 97 million maturing in
    2024;
    the signing by Enel Viesgo Generación of an EIB loan in the
    amount of 150 million for investment in the
    Escatrón plant, which is yet to be disbursed;
    the signing by Enel Distribuzione of an EIB loan in the amount
    of 600 million for investments in the Network
    Efficiency project, which was disbursed in its entirety at
    December 31, 2006.  5-year
 F-59




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    At Dec. 31, 2006


At Dec. 31, 2005Book Value


Fair Value


Book Value


Fair Value(millions of euro)Bonds: fixed-rate


5,771



5,938



5,792



6,235 floating-rate


2,663



2,699



2,738



2,826Total


8,434



8,637



8,530



9,061Bank loans: fixed-rate


130



133



166



173 floating-rate


3,780



3,785



3,015



3,012Total


3,910



3,918



3,181



3,185Non-bank loans: fixed-rate


132



135



138



138 floating-rate


41



41



53



53Total


173



176



191



191TOTAL


12,517



12,731



11,902



12,437       Book Value


Book ValueAt Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Bonds: fixed-rate


5,735



5,495 floating-rate


2,640



2,548Total


8,375



8,043Bank loans: fixed-rate


91



127 floating-rate


3,586



2,655Total


3,677



2,782Non-bank loans: fixed-rate


104



96 floating-rate


38



46Total


142



142TOTAL


12,194



10,967  F-60




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Book Value


Book ValueAt Dec. 31, 2006


At Dec. 31, 2005(millions of euro)Bonds: fixed-rate


36



297 floating-rate


23



190Total


59



487Bank loans: fixed-rate


39



39 floating-rate


194



360Total


233



399Non-bank loans: fixed-rate


28



42 floating-rate


3



7Total


31



49TOTAL


323



935       
    negative pledge clauses under which the issuer may not establish
    or maintain (except under statutory requirement) mortgages,
    liens or other encumbrances on all or part of its assets to
    secure any listed bond or bond for which listing is planned
    unless the same guarantee is extended equally or pro rata to the
    bonds in question;
    pari passu clauses, under which the securities constitute a
    direct, unconditional and unsecured obligation of the issuer and
    are issued without preferential rights among them and have the
    same seniority as other present and future bonds of the issuer;
    specification of default events, whose occurrence (for example,
    insolvency, failure to pay principle or interest, initiation of
    liquidation proceedings, etc.) constitutes a default; under
    cross default clauses, the occurrence of a default
    event in respect of any financial liability (above a threshold
    level) issued by the issuer or significant subsidiaries (defined
    as consolidated companies whose gross revenues or total assets
    are at least 10% of gross consolidated revenues or total
    consolidated assets) constitutes a default in respect of the
    liability in question, which becomes immediately repayable;
    early redemption clauses in the event of new tax requirements,
    which permit early redemption at par of all outstanding bonds.    
    negative pledge clauses, under which the issuer undertakes not
    to establish or grant to third parties additional guarantees or
    privileges with respect to those already established in the
    individual contracts by the Company F-61




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  or Enel Group companies, unless an equivalent guarantee is
    extended equally or pro rata to the loans in question;  
    clauses that require the guarantor (whether Enel SpA or banks
    acceptable to the EIB) to maintain its rating above a specified
    grade;
    in the case of guarantees provided by Enel SpA, the Groups
    equity may not fall below a specified level;
    material changes clauses, under which the occurrence of a
    specified event (mergers, spin-offs, disposal or transfer of
    business units, changes in company control structure, etc.)
    gives rise to the consequent adjustment of the contract, without
    which the loan shall become repayable immediately without
    payment of any commission;
    requirements to report periodically to the EIB;
    requirement for insurance coverage and maintenance of property,
    possession and use of the works, plant and machinery financed by
    the loan over the entire term of the agreement;
    contract termination clauses, under which the occurrence of a
    specified event (serious inaccuracies in documentation presented
    in support of the contract, failure to repay at maturity,
    suspension of payments, insolvency, special administration,
    disposal of assets to creditors, dissolution, liquidation, total
    or partial disposal of assets, declaration of bankruptcy or
    composition with creditors or receivership, substantial decrease
    in equity, etc.) triggers immediate repayment. F-62




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     At Dec. 31,


At Dec. 31,2006


2005(millions of euro)Cash on hand


6



4Bank and post office deposits


541



472Securities(1)


25



32Total cash and cash equivalents


572



508Financial receivables due from associates


10



3Factoring receivables


211



374Short-term portion of long-term financial receivables


30



3Totalshort-term financial receivables


251



380Short-term bank debt


(542
)


(970
)Commercial paper


(531
)


(275
)Short-term portion of long-term bank debt


(233
)


(399
)Bonds (short-term portion)


(59
)


(487
)Other loans (short-term portion)


(31
)


(49
)Other short-term financial payables


(13
)


(116
)Total short-term financial debt


(1,409
)


(2,296
)Net short-term financial position


(586
)


(1,408
)Long-term financial receivables


1,090



63Debt to banks and financing entities


(3,677
)


(2,782
)Bonds


(8,375
)


(8,043
)Other loans


(142
)


(142
)Total long-term financial debt


(12,194
)


(10,967
)Net long-term financial position


(11,104
)


(10,904
)TOTAL NET FINANCIAL POSITION


(11,690
)


(12,312
)     (1)
    
    On the consolidated Balance Sheet securities have been presented
    under Current Financial Assets.  (17.b)
    Post-employment and other employee benefits 
    2,633 million
     F-63




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Benefits Due on Termination ofEmployment andOther Long-Term


Post-Employment Benefits UnderBenefits


Defined-Benefit Plans2006


2005


2006


2005(millions of euro)Changes in actuarial liabilities:Actuarial liabilities at the beginning of the year


1,783



1,977



1,199



1,237Service cost


83



95
(1)


9



9
(1)Interest cost


74



68
(1)


48



49
(1)Benefits paid


(162
)


(232
)


(58
)


(54
)Other changes


(64
)






(6
)


Changes in scope of consolidation


37



(113
)


6



(61
)Actuarial (gains)/losses


(31
)


(12
)


3



19Foreign exchange (gains)/losses


3







1



Actuarial liabilities at the end of the year


1,723



1,783



1,202



1,199Changes in plan assets:Fair value at the beginning of the year


281



172



23



23Expected return on plan assets


14



12







1Actuarial gains/(losses)


(2
)


(9
)






Contributions paid by company


26



15



1



Other changes






109







Benefits paid


(24
)


(18
)


(1
)


(1
)Fair value at the end of the year


295



281



23



23Reconciliation with carrying amount:Net actuarial liabilities at the end of the year


1,428



1,502



1,179



1,176Unrecognized (gains)/losses


(29
)


(3
)


3



(19
)Carrying amount of liabilities at the end of the year


1,457



1,505



1,176



1,157     (1)
    
    Includes Telecommunications and Transmission Networks Divisions
    until date of deconsolidation.       F-64




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Discount rate


4.25
%


4.00
%


4.25
%Rate of increase in wages


3.00
%


3.00
%


3.00
%Rate of increase in healthcare costs


3.00
%


3.00
%


3.00
%   (17.c)
    Provisions for risks and charges 
    4,151 million
  Provision


Changes in


Utilization








Taken to


Changes in


UtilizationAt Dec. 31,


Made During


Scope of


and other


At Dec. 31,





Income


Scope of


and Other


At Dec. 31,2004


the Year


Consolidation


Changes


2005


Accruals


Statement


Consolidation


Changes


2006(millions of euro)Provision for litigation, risks and other charges: nuclear decommissioning


382



56



(38
)


(59
)






123







1,893



173



2,189 non-nuclear plant retirement and site restoration


80







(60
)


7



27



16







169



11



223 litigation


382



56



(38
)


(59
)


341



62



(22
)


7



(40
)


348
    CO2
    emissions charges






228











228



9



(108
)






(120
)


9  other


647



171



(74
)


(194
)


550



215



(61
)


436



(180
)


960Total


1,109



455



(172
)


(246
)


1,146



425



(191
)


2,505



(156
)


3,729Provision for early-retirement incentives


295



69



(8
)


(235
)


121



400







21



(120
)


422TOTAL


1,404



524



(180
)


(481
)


1,267



825



(191
)


2,526



(276
)


4,151   Nuclear
    decommissioning provision
    
    provision for disposal and storage of radioactive waste: at
    December 31, 2006 this amounted to 288 million
    in respect of the cost for the transport, treatment and storage
    of nuclear waste. The liability was estimated on the basis of
    the Companys obligations under the applicable Slovakian
    legislation;
    provision for storage and long-term disposal of spent nuclear
    fuel: at December 31, 2006 this amounted to
    1,222 million in respect of the estimated cost for
    the transport and storage of spent nuclear fuel. The liability
    was estimated on the basis of engineering and financial
    assessments of the costs of building the storage facilities;
    provision for decommissioning of nuclear power plants: at
    December 31, 2006 this amounted to 679 million
    in respect of the estimated cost of retiring the plants. The
    liability was estimated on the basis of engineering and
    financial assessments of the cost of retirement (also using
    comparative analyses) and the operating plans for
    decommissioning established by the relevant Slovakian
    authorities.   F-65




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Provision
    for non-nuclear plant retirement and site restoration
    Litigation
    provision
    Other
    provisions
    Provision
    for early-retirement incentives
    (17.d)
    Deferred tax liabilities 
    2,504 million
    Increase











Increase(Decrease)











(Decrease)Taken to





Changes in





Taken toAt Dec. 31,


Income


Other


Scope of


At Dec. 31,


Income


Other


At Dec. 31,2004


Statement


Changes


Consolidation


2005


Statement


Changes


2006(millions of euro)Nature of the temporary differences: differences on non-current and financial assets


2,100



282



20



(502
)


1,900



127



(14
)


2,013 income subject to deferred taxation


98



(41
)










57



(43
)


6



20 allocation of goodwill to assets


61



(3
)


39







97



(4
)


7



100 measurement of financial instruments


12



(19
)


105



(2
)


96



(41
)


(5
)


50 other items


241



64







9



314



8



(1
)


321Total


2,512



283



164



(495
)


2,464



47



(7
)


2,504    F-66




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (17.e)
    Non-current financial liabilities 
    116 million
    Notional value


Fair valueAt Dec. 31,


At Dec. 31,


At Dec. 31,


At Dec. 31,2006


2005


2006


2005(millions of euro)Cash flow hedge derivatives: interest rates


2,238



3,749



116



262Total


2,238



3,749



116



262     (17.f)
    Other non-current liabilities 
    1,044 million
  At Dec. 31,


At Dec. 31,2006


2005(millions of euro)Deferred operating liabilities


1,014



828Other items


30



18Total


1,044



846     (18)
    EQUITY
    ATTRIBUTABLE TO THE SHAREHOLDERS OF THE PARENT COMPANY  Equity
    attributable to the shareholders of the Parent
    Company  18,460 million
    Share
    capital  6,176 million
    Other
    reserves  4,386 million
  Share
    premium reserve  607 million
   F-67




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Legal
    reserve  1,453 million
  Other
    reserves  2,245 million
    Foreign
    currency translation reserve 
    81 million
    Reserve
    from measurement of financial instruments 
    163 million
      Gains/(Losses)Recognized in


Released toAt Dec. 31,


Equity for the


Income


At Dec. 31,2005


Period


Statement


2006(millions of euro)Reserve for fair value measurement of cash flow hedging,
    effective portion


(138
)


71



52



(15
)Reserve for fair value measurement of financial investments held
    for sale


132



77



(32
)


177Reserve for foreign exchange differences


60



66







126Total gains/(losses) recognized in equity


54



214



20



288       (19)
    RELATED
    PARTIES       F-68




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Balance sheetAt Dec. 31, 2006


At Dec. 31, 2005Receivables


Payables


Receivables


Payables(millions of euro)Single Buyer


483



2,017



653



2,199Market Operator


968



352



1,230



210Terna


357



394



378



334Electricity Services Operator


263



354



200



231ENI


39



191



2



589Italian Post Office






41



1



20Total


2,110



3,349



2,464



3,583   Income Statement2006


2005


2004Costs


Revenues


Costs


Revenues


Costs


Revenues(millions of euro)Single Buyer


12,309



1,749



10,150



1,160



7,183



1,824Market Operator


1,579



6,274



1,159



6,308



483



3,079Terna


1,919



2,062



292



316







Electricity Services Operator


27



539



1,294



2,455



1,917



2,715ENI


1,502



199



1,848



123



1,638



Italian Post Office


145



15



99



15







Total


17,481



10,838



14,842



10,377



11,221



7,618     Balance sheetAt Dec. 31, 2006


At Dec. 31, 2005Receivables


Payables


Receivables


Payables(millions of euro)Cesi


1



17



4



24Wind Telecomunicazioni










291



193Other companies


16



1







Total


17



18



295



217   F-69




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Income Statement2006


2005


2004Costs


Revenues


Costs


Revenues


Costs


Revenues(millions of euro)Wind Telecomunicazioni










138



26







Cesi


15



1



24



4



22



4Immobiliare Foro Bonaparte










21







33



Leasys










162



2



103



3Idrolatina










2











Other companies


3



7











2



Total


18



8



347



32



160



7   (20)
    CONTRACTUAL
    COMMITMENTS AND GUARANTEES    At Dec. 31, 2006(millions of euro)Guarantees given: sureties and other guarantees granted to third
    parties


1,356Commitments to suppliers for: electricity purchases


4,592 fuel purchases


33,024 various supplies


6,177 tenders


1,827 other


258Total


45,878TOTAL


47,234       
    2007: 74 million;
    2008: 73 million;
    2009: 74 million;
    2010: 68 million;
    2011: 55 million.  2007-2011.
   F-70




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2007-2011, 2012-2016, 2017-2021,
  (21)
    CONTINGENT
    LIABILITIES AND ASSETS  Litigation
    on rates
    Environmental
    litigation
           F-71




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Porto
    Tolle thermal plant
  Air
    pollution  Criminal proceedings against Enel
    directors and employees
   Damages
    for environmental harm
      Out-of-court
    disputes and litigation connected with the blackout of September
    28, 2003
      Extension
    of municipal property tax (ICI)
  quinquies
 F-72




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    no. 16/13/06 quinquies
    INPS
    circular no. 63 of May 6, 2005
  Concerning contribution obligations in respect of the (CIG), (CIGS), (DS) and (unemployment
    benefit schemes)
  Cassa Integrazione Guadagni Cassa Integrazione Guadagni Straordinaria Disoccupazione Involontaria Mobilità State-controlled
  79 1999 Mobilità
    Mobilità
   F-73




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Disoccupazione
    Involontaria Mobilità 79 1999 Mobilità Mobilità Disoccupazione Involontaria
  Mobilità
  Inquiries
    by the Milan Public Prosecutors Office and the State Audit
    Court
        (22)
    STOCK
    OPTION PLANS AND REMUNERATION OF DIRECTORS AND SENIOR
    EXECUTIVES     F-74




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               F-75




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Number of Options

2002 Plan


2003 Plan


2004 Plan


2006 Plan


TotalOptions granted at December 31, 2004


41,748,500



47,624,005



38,527,550







127,900,055Options exercised at December 31, 2004


24,104,556



16,342,119











40,446,675Options lapsed at December 31, 2004


4,824,000



3,237,700



1,231,000







9,292,700Options outstanding at December 31, 2004


12,819,944



28,044,186



37,296,550







78,160,680Options exercised in 2005


10,697,094



14,158,373



12,392,982







37,248,449Options lapsed in 2005


48,500



50,726



394,500







493,726Options outstanding at December 31, 2005


2,074,350



13,835,087



24,509,068







40,418,505New options granted in 2006














31,790,000



31,790,000Options exercised in 2006


1,319,050



11,726,012



6,079,571







19,124,633Options lapsed in 2006






60,290



334,300



286,000



680,590Options outstanding at December 31, 2006


755,300



2,048,785



18,095,197



31,504,000



52,403,282Fair value at grant date (euro)


0.17



0.37



0.18



0.27Volatility


28
%


28
%


17
%


14
%Vesting period


2 years



2 years



3.5 years



4 yearsOption expiry


December 2007



December 2008



December 2009



December 2012Average expected annual dividend


0.28



0.28



0.36



0.44Risk-free interest rate


2.82
%


2.82
%


2.72
%


4.00
%          F-76




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Remuneration
    of directors and senior executives
    Remuneration
    of directors
  Last Name

Name


Position


2006


2005Gnudi


Piero



Chairman



735,764.00



700,755.14Conti


Fulvio



CEO and GM



600,000.00



350,000.00Scaroni


Paolo



CEO and GM(1
)






294,507.19Ballio


Giulio



Director



117,000.00



63,583.10Fantozzi


Augusto



Director



116,427.00



62,833.10Luciano


Alessandro



Director



117,000.00



62,833.10Miccio


Mauro



Director(1
)






47,404.21Morganti


Franco



Director(1
)






46,630.90Napolitano


Fernando



Director



117,250.00



110,479.99Taranto


Francesco



Director



122,500.00



117,029.40Tosi


Gianfranco



Director



117,500.00



109,963.53Valsecchi


Francesco



Director



117,000.00



62,883.102,160,441.00



2,028,902.76     (1)
    
    Former member of Enels board of directors.  Other
    compensations of directors
  2006


2005Bonuses








BonusesNon-Monetary


and Other


Other


Non-Monetary


and Other


OtherLast Name

Name

Position

Benefits


Incentives


Compensation


Benefits


Incentives


CompensationGnudi

Piero

Chairman


11,779.68











11,050.68



585,998.30



2,640,000.00Conti

Fulvio

CEO and GM










701,678.52







350,000.00



982,959.61Scaroni

Paolo

CEO and GM


















3,187,024.91



5,997,675.71Ballio

Giulio

Director






















Fantozzi

Augusto

Director






















Luciano

Alessandro

Director






















Miccio

Mauro

Director






















Morganti

Franco

Director






















28,506.84Napolitano

Fernando

Director






















Taranto

Francesco

Director






















18,273.97Tosi

Gianfranco

Director






















Valsecchi

Francesco

Director






















11,779.68







701,678.52



11,050.68



4,123,023.21



9,667,416.13  F-77




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Stock Option Plan


Options Exercisable


Strike Price





Option Exercised


Resulting Shares Soldof Which in 20062001



347,916



7.272



347,916







332,9162002



902,500



6.426



566,500







566,5002003



992,800



5.240



497,840







497,8402004



600,000



6.242











2006



1,500,000



6.842











     23.
    NET
    INCOME AND SHAREHOLDERS EQUITY IN ACCORDANCE WITH U.S.
    GAAP  Differences
    Between IFRS-EU and United States Generally Accepted Accounting
    Principles
     F-78




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Net Income


EquityFor the Years Ended December 31,


As of December 31,Note


2006


2005


2004


2006


2006


2005


2006(millions of euros)


(millions of


(millions of euros)


(millions ofU.S. dollars)





U.S. dollars)Financial statements:Of the parent company






3,036



3,895



2,631



4,007



18,460



19,057



24,362Of the minority interest


23.1



65



237



116



86



565



359



746Total






3,101



4,132



2,747



4,093



19,025



19,416



25,108Increases/(Decreases) due to:Minority Interest


23.1



(61
)


(237
)


(116
)


(81
)


(968
)


(359
)


(1,277
)Customers connection fees


23.2



(355
)


(419
)


(464
)


(469
)


(2,182
)


(1,827
)


(2,880
)Revaluation of fixed assets, related depreciation and adjustment
    for gain/loss on disposal


23.3



(27
)


183



1,057



(36
)


618



645



816Capitalized interests and related depreciation


23.4



33



(12
)


(33
)


44



1,269



1,236



1,675Early retirement program


23.5



294



(121
)


197



388



370



76



488Employee benefit obligations


23.6



(36
)


6



38



(48
)


(8
)


151



(11
)Goodwill impairment and subsequent disposal of an affiliate


23.7



775



947



(1,722
)


1,023







(775
)


Business combinations, goodwill and other intangible assets


23.8



(100
)


(69
)


(86
)


(132
)


(3
)


97



(4
)Negative goodwill and related adjustments


23.9



(24
)


(24
)






(32
)


(48
)


(24
)


(63
)Deferred taxes on equity reserves


23.10



















(571
)


(571
)


(754
)Assets retirement obligations


23.11



62



1



(6
)


82



72



10



95Gain on sale of real estate business


23.12



24



220



(667
)


31



(423
)


(447
)


(558
)Investment in equity securities  unlisted equity
    investments


23.13







(4
)


4







(4
)


19



(5
)Transfer of financial asset


23.14



(2
)










(3
)


(2
)






(3
)Onerous contracts


23.15



32











42



32







42Other differences


23.16



(66
)


43



(70
)


(86
)


(112
)


(47
)


(148
)Tax effect of reconciling items






74



62



146



98



151



29



199Minorities on reconciling items


23.1



(5
)


(10
)


6



(7
)


4



9



5Amounts under U.S. GAAP corresponding to Parent Company






3,719



4,698



1,031



4,907



17,220



17,638



22,725  F-79




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    CONSOLIDATED
    BALANCE SHEETS
  As of December 31,2006


2005


2006(millions of euro)


(millions ofU.S. dollars)AssetsCurrent Assets


12,704



12,654



16,764Property, plant and equipment, net


33,684



30,320



44,454Other non-current assets


9,716



7,622



12,82256,104



50,596



74,040Liabilities and Shareholders EquityCurrent liabilities


12,923



13,446



17,054Long-term debt


12,056



10,967



15,911Other non-current liabilities


13,561



8,195



17,896Total liabilities


38,540



32,608



50,861Minority interest


344



350



454Shareholders equity


17,220



17,638



22,72556,104



50,596



74,040     CONSOLIDATED
    STATEMENTS OF INCOME
  2006


2005


2004


2006(millions of euro)


(millions ofU.S. dollars)Total operating revenues


39,023



35,875



31,535



51,498Income from equity exchange transaction


263











347Total operating expenses


32,551



29,235



24,436



42,957Net income/(charges) from commodity risk management


(614
)


272



(16
)


(810
)Operating income


6,121



6,912



7,083



8,078Financial income (loss)


(362
)


(763
)


(703
)


(478
)Gain (Loss) on equity method investments


3



(30
)


(36
)


4Income from continuing operations before income taxes and
    minority interest


5,762



6,119



6,344



7,604Income tax expense


1,985



1,991



2,288



2,620Income from continuing operations before minority interest


3,777



4,128



4,056



4,984Minority interest (losses)


(58
)


(247
)


(98
)


(77
)Income from continuing operations


3,719



3,881



3,958



4,907Income from discontinued operations, net of tax






817



(2,927
)


Net income


3,719



4,698



1,031



4,907  F-80




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005


2004Income from operations of discontinued operations


(200
)


94Gain from disposal of discontinued operations


951



(2,990
)Income taxes


66



(31
)Net income of discontinued operations, net of tax


817



(2,927
)     CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  Notes


2006


2005


2004


2006(millions of euros)


(millions ofU.S. dollars)U.S. GAAP shareholders equity at the beginning of the
    year






17,638



15,697



18,651



23,277Movements during the year:Net income for the year






3,719



4,698



1,031



4,908Interim dividend






(1,235
)


(1,169
)


(2,014
)


(1,630
)Dividend






(2,715
)


(2,214
)


(2,195
)


(3,583
)Accumulated other comprehensive income (loss), net of tax Minimum pension liabilities






(33
)


17



43



(44
) Application of SFAS 158






(49
)










(65
) Financial instruments






145



241



(45
)


191 Other






49



29



(15
)


65Exercise of stock options






108



339



241



143Minority interest of Slovenské elektrárne


23.1



(407
)










(537
)U.S. GAAP shareholders equity at the end of the year






17,220



17,638



15,697



22,725     DISCLOSURE
    OF COMPREHENSIVE INCOME, NET OF TAX
  2006


2005


2004


2006(millions of euro)


(millions ofU.S. dollars)Net income in accordance with U.S. GAAP


3,719



4,698



1,031



4,908Minimum pension liabilities


(33
)


17



43



(44
)Investments in equity securities


30



141



5



39Derivatives


115



100



(50
)


152Other changes


49



29



(15
)


65Total comprehensive income, net of tax


3,880



4,985



1,014



5,120  F-81




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.1.  Minority
    Interest
          23.2.  Customers
    Connection Fees
      23.3.  Revaluation
    of fixed assets, related depreciation and adjustment for
    gain/loss on disposal
      23.4.  Capitalized
    interest and related depreciation
   F-82




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.4.1  Property,
    plant and equipment Disclosures
    2006


2005(millions of euro)Property, plant and equipment, gross:Generating Plant:Hydroelectric


7,218



6,661Thermal


18,325



17,304Nuclear


2,597Geothermal and renewable sources


1,853



2,317Distribution Electricity Network


34,267



33,710Distribution Gas Network


2,743



2,733Land and Buildings


3,215



1,792Other


1,835



1,478Construction in progress


2,761



2,038Total


74,814



68,033Accumulated Depreciation:Generating Plant:Hydroelectric


3,125



2,595Thermal


10,093



9,641Nuclear


928Geothermal and renewable sources


1,364



1,108Distribution Electricity Network


22,363



21,867Distribution Gas Network


1,077



1,029Land and Buildings


1,059



607Other


1,121



866Total


41,130



37,713Property, plant and equipment, net:Generating Plant:Hydroelectric


4,093



4,066Thermal


8,232



7,663Nuclear


1,669Geothermal and renewable sources


489



1,209Distribution Electricity Network


11,904



11,843Distribution Gas Network


1,666



1,704Land and Buildings


2,156



1,185Other


714



612Construction in progress


2,761



2,038Total


33,684



30,320  F-83




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.5.  Early
    Retirement Program
        23.6  Employee
    Benefit Obligations
            Dec. 31,2006 Before








Dec. 31,Adjustment of








2006Minimum Liability








After Adjustment ofand Adoption of


Adjustment of


Adoption of


Minimum Liability andSFAS 158


Minimum Liability


SFAS 158


Adoption of SFAS 158(millions of euro)Provisions for pensions


2,570







71



2,641Accumulated other comprehensive income


(178
)


(33
)


(49
)


(260
)    F-84




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.6.1.  Pension
    and Other Post-retirement Benefits disclosures
    Pensions Benefits


Other Post-retirement Benefits2006


2005


2006


2005(millions of euro)


(millions of euro)Change in Projected Benefit Obligation:Benefit Obligation at Jan 1


1,792



1,990



1,220



1,241Service cost


83



78



9



6Interest cost


75



78



49



48Actuarial (gain) loss


(30
)


(12
)


3



39Settlement


(49
)


(48
)






PBO of business acquired (disposed)


37



(113
)


6



(61
)Benefits paid


(162
)


(181
)


(58
)


(53
)Adjustment


(1
)






2



Benefit Obligation at Dec 31


1,745



1,792



1,231



1,220Change in Plan Asset:Fair value of plan assets at Jan 1


312



297



26



22Actuarial return on plan assets


(4
)


14



(1
)


1Company contribution


21



156







Benefit paid


(20
)


(111
)






(1
)Settlement






(48
)






Adjustments


(1
)






2



Gains/(Losses)






4







4Fair value of plan assets at Dec 31


308



312



27



26Reconciliation of Funded Status of the Plan:Funded/(unfunded) status


(1,437
)


(1,480
)


(1,204
)


(1,194
)Unrecognized net (gain)/loss






400







42Unrecognized net transition obligation






(14
)






Accrued benefit cost


(1,437
)


(1,094
)


(1,204
)


(1,152
)Adjustment for minimum liability






(265
)






Amount recognized in the consolidated balance sheet


(1,437
)


(1,359
)


(1,204
)


(1,152
)Information for pension plans with an accumulated benefit
    obligation in excess of plan assets:Projected benefit obligation


(1,401
)


(1,794
)


(60
)


(1,208
)Accumulated benefit obligation


(1,380
)


(1,676
)


(46
)


(1,134
)Fair value of plan assets


32



312







26  F-85




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005(millions of euro)Provisions for pensions


2,641



2,246Thereof current


132



200Thereof non-current


2,509



2,046   Pensions Benefits


Other Post-Retirement Benefits2006


2005


2006


2005(millions of euro)


(millions of euro)Accrued benefit cost


(1,437
)


(1,359
)


(1,204
)


(1,152
)Accumulated other comprehensive income






265







Net amount recognized


(1,437
)


(1,094
)


(1,204
)


(1,152
)     Other Post-Pensions Benefits


Retirement Benefits2006


2005


2004


2006


2005


2004(millions of euro)


(millions of euro)Components of Net Periodic Benefit Cost:Service cost


83



78



101



9



6



12Interest cost


75



78



104



49



48



56Expected return on plan assets


(15
)


(13
)


(13
)


(1
)


(1
)


(1
)Amortization and of actuarial (gain) loss


(16
)


13



17



3







Net periodic benefit cost


127



156



209



60



53



67Settlement cost and other adjustments


(50
)


39



71











2Total cost accrual


77



195



280



60



53



69   Other Post-Pensions Benefits


Retirement Benefits2006


2005


2004


2006


2005


2004Weighted-average assumptions used in determining net periodic
    cost for year:Discount rate


4.0
%


4.25
%


5.0
%


4.0
%


4.25
%


5.0
%Expected return on plan assets


4.5
%


4.2
%


5.0
%


4.5
%


4.2
%


5.0
%Rate of compensation increase


3.0
%


3.0
%


3.5
%


3.0
%


3.0
%


3.5
%   Additional
    Information
  2006


2005Assumed health care cost trend rates at December 31Health care cost trend rate assumed for next year


2.00
%


3.00
%Rate to which the trend rate is assumed to decline (the ultimate
    trend rate)


2.00
%


3.00
%Year that the rate reaches the ultimate trend rate


2007



2006  F-86




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    1-Percentage-


1-Percentage-Point Increase


Point Decrease(millions of euro)Effect on total cost






Effect on accumulated post-retirement benefit obligation


2



(1
)     Estimated
    Future Benefit Payments
    Pension


Other Post-Benefits


Retirement Benefits(millions of euro)2007


142



122008


152



122009


172



132010


194



132011


222



13Years
    2012-2016


1,146



68   23.7  Goodwill
    impairment and subsequent disposal of an affiliate
       F-87




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.8  Business
    combinations, goodwill and other intangible assets
              23.8.1  Camuzzi
    Purchase Price Allocation
     F-88




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Millions of euroCurrent assets


479Fixed assets, net


866Intangible assets


632Other non-current assets


98Total assets acquired


2,075Current liabilities


(658
)Long-term debt


(228
)Minority interest


(2
)Other non-current liabilities


(142
)Total liabilities assumed


(1,030
)Net assets acquired


1,045   23.8.2  EUFER
    Acquistion
      Millions of euroCurrent assets


46Fixed assets, net


168Goodwill


123Other non-current assets


39Total assets acquired


376Current liabilities


(47
)Long-term debt


(135
)Minority interest


(14
)Other non-current liabilities


(2
)Total liabilities assumed


(198
)Net assets acquired


178      F-89




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.8.3  Wind
    Acquisition
      Millions of euroCurrent assets


395Fixed assets, net


922Goodwill


855Intangible assets


595Other non-current assets


1,284Total assets acquired


4,051Current liabilities


(622
)Long-term debt


(1,855
)Minority interest


(7
)Other non-current liabilities


(178
)Total liabilities assumed


(2,662
)Net assets acquired


1,389       23.8.4  Maritza
    Acquisition
   F-90




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Millions of euroCurrent assets


95Fixed assets, net


57Goodwill


28Other non-current assets


9Total assets acquired


189Current liabilities


(53
)Long-term debt


Minority interest


(61
)Other non-current liabilities


Total liabilities assumed


(114
)Net assets acquired


75     23.8.5  Viesgo
    Acquisition
      Millions of euroCurrent assets


252Fixed assets, net


1,421Goodwill


757Other non-current assets


123Total assets acquired


2,553Current liabilities


(457
)Long-term debt


(12
)Minority interest


(19
)Other non-current liabilities


(145
)Total liabilities assumed


(633
)Net assets acquired


1,920    F-91




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.8.6  Slovenské
    elektrárne acquisition
      Millions of euroCurrent assets


408Fixed assets, net


3,210Goodwill


561Intangible assets


15Other non -current assets


590Total assets acquired


4,784Current liabilities


(947
)Long-term debt


(835
)Other non -current liabilities


(2,565
)Total liabilities assumed


(4,347
)Equity deficit of acquired enterprise


407Net assets acquired


844       Year Ended December 31,2005


2006(millions of euro)Operating Revenues


40,882



39,513Net income


4,510



3,738Earnings per share-basic (euro)


0.73



0.61Earnings per share-diluted (euro)


0.73



0.61  F-92




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.8.7  Goodwill
    disclosures
    DomesticGenerationTelecommu-


and Energynications


Management


Domestic Sales


International


Other


TotalBalance as of January 1, 2005


2,820



1,071



8







7



3,906Exchange differences






23















23Disposals(1)


(2,820
)


















(2,820
)Balance as of December 31, 2005






1,094



8







7



1,109Reclassification due to change in reorganized segment






(1,094
)






1,094







Acquisitions














577







577Disposals(2)














(131
)






(131
)Impairment














(1
)


(2
)


(3
)Exchange differences














33







33Balance as of December 31, 2006










8



1,572



5



1,585     (1)
    
    Following the disposal of the 62.75% of stake in Wind, the
    remaining goodwill, equal to 1,050 million, has been
    classified at December 31, 2005 in the related investment.
    In 2006, following the disposal of the remaining 37.25% stake in
    Wind, the aforesaid goodwill has been disposed.(2)
    
    Following the disposal of the 30% of stake in EUFER, the
    remaining goodwill equal to 82 million has been
    classified in the related investment accounted for using the
    equity method.    23.8.8  Intangible
    Assets disclosures
    Customer





CustomerRelationships


Licences


PortfolioBalance as of January 1, 2004, net


561



122



862005 amortization expense


(51
)


(11
)


(8
)Disposals in 2005


(60
)


(72
)


(78
)Balance as of December 31, 2005, net


450



39



2006 amortization expense


(38
)


(7
)


Disposals in 2006


(19
)






Balance as of December 31, 2006, net


393



32



      F-93




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      23.9.  Negative
    goodwill and related adjustments
            23.10.  Deferred
    Taxes on equity reserves
     F-94




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  23.11.  Asset
    retirement obligations
        23.12.  Gain
    on sale of real estate business
          23.13.  Investments
    in Equity Securities  unlisted equity
    investments
      23.14.  Transfer
    of financial assets
   F-95




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              23.15.  Onerous
    Contracts
      23.16.  Other
    differences
    23.17.  Classification
    Differences
  Jointly
    controlled entities
      Discontinued
    operations
   F-96




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Nuclear
    fuel
    Asset
    retirement obligation: accretion expense
    Pension
    plans: Interest costs
    23.18.  Recently
    issued U.S. Accounting Pronouncements
  Fair Value Measurements.
    Uncertainty in Income Taxes.
 F-97




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (24)
    ADDITIONAL
    U.S. GAAP DISCLOSURES  (a)
    Accounting
    for Income Taxes    2006


2005


2004


2006(millions of euro)


(millions ofU.S. dollars)Current


1,657



1,398



1,525



2,187Deferred


328



593



763



433Total


1,985



1,991



2,288



2,620       2006


2005


2004Theoretical tax rate*


33.0
%


33.0
%


33.0
%Permanent differences and minor items


(4.0
)%


(3.3
)%


(0.6
)%Difference on estimated income taxes from prior years


(0.1
)%


0.3
%


(0.3
)%Regional taxes (IRAP)


5.6
%


7.6
%


7.4
%Income tax rate for the year


34.5
%


37.6
%


39.5
%     *
    
    Italian Corporate income tax rate of 33%. F-98




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     For the Years Ended December 31,2006


2005


2006(millions of euros)


(millions ofU.S. dollars)Deferred tax assets:Other post retirement benefits accounting


9







12Assets write-downs


57







75Provision for litigation and contingent liabilities


542



515



715Tax loss carryforwards


317



343



418Customers connection fees


813



681



1,073Measurement of financial assets


44



146



58Deferred Income


165



174



218Other


700



821



924Total deferred tax assets


2,647



2,680



3,493Valuation allowances


(252
)


(218
)


(333
)Total deferred tax assets, net


2,395



2,462



3,160Deferred tax liabilities:Other post retirement benefits accounting






(2
)


Assets write-downs


(228
)


(172
)


(301
)Revaluation of utility plant


(100
)


(95
)


(132
)Accelerated depreciation of utility plant


(1,740
)


(1,640
)


(2,296
)Capitalization of interest on utility plant


(463
)


(460
)


(611
)Equity reserves


(288
)


(282
)


(380
)Other


(376
)


(20
)


(496
)Total deferred tax liabilities


(3,195
)


(2,671
)


(4,216
)Net deferred tax liabilities


(800
)


(209
)


(1,056
)       
    After 2011: 213 million;
    No limits: 763 million.   F-99




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004(millions of euro)Minimum Pension Liabilities


17



(17
)


20Application of SFAS 158


23







Investments in equity securities


7



2



(2
)     (b)
    Earnings
    per Share    2006


2005


2004


2006(millions of euro)*


(millions ofU.S. dollars) *Income available to common shareholders


3,719



4,698



1,031



4,908Weighted average shares  basic (in millions)


6,170



6,142



6,084



6,170Weighted average shares  diluted (in millions)


6,235



6,171



6,186



6,235Earnings per share-basic


0.60



0.76



0.17



0.79Earnings from continuing operations per share
    (basic and diluted)


0.60



0.63



0.65



0.79Earnings from discontinued operations per share
    (basic and diluted)






0.13



(0.48
)


     (*)
    
    Except per-share data which is in euro and U.S. dollars
    respectively.  (c)
    Effects
    of Regulation   F-100




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (d)
    Stock
    option compensation cost    Number of


Average GrantOptions


Price (euro)Outstanding at January 1, 2002


24,706,668



7.6Granted


41,748,500



6.4Exercised






Forfeited






Outstanding at December 31, 2002


66,455,168



6.9Outstanding at January 1, 2003


66,455,168



6.9Granted


47,624,005



5.2Exercised






Forfeited






Outstanding at December 31, 2003


114,079,173



6.2Outstanding at January 1, 2004


114,079,173



6.2Granted


38,527,550



6.2Exercised


(40,446,675
)


6.0Forfeited


(17,309,226
)


6.8Outstanding at December 31, 2004


94,850,822



6.2Outstanding at January 1, 2005


94,850,822



6.2Granted


28,757,000



7.3Exercised


(53,549,782
)


4.1Forfeited


(29,639,535
)


7.2Outstanding at December 31, 2005


40,418,505



5.9Outstanding at January 1, 2006


40,418,505



5.9Granted


31,790,000



6.8Exercised


(19,124,633
)


5.6Forfeited


(680,590
)


6.4Outstanding at December 31, 2006


52,403,282



6.6        F-101




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2006(millions of euro)Income before income taxes


(22
)Net income


(15
)Basic earnings per share


0.00Diluted earning per share


0.00     2005


2004Net income in accordance with U.S. GAAP, as reported


4,698



1,031Stock-based employee compensation expense, as reported


165



139Stock-based employee compensation expense under fair value


(179
)


(122
)Pro forma net income


4,684



1,048     2005


2004As Reported


Pro Forma


As Reported


Pro FormaBasic and diluted earnings per share


0.77



0.76



0.17



0.17   (25)
    SUBSEQUENT
    EVENTS  Agreements
    for the construction of wind plants in the United States and
    Canada
        Increase
    in stake in Fortuna
   F-102




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Acquisition
    of Endesa shares
          
    to authorize the acquisition of Endesa shares amounting to more
    than 10% of that companys share capital up to the
    threshold (currently set at 24.99% of the share capital) beyond
    which it is obligatory to launch a public tender offer;
    to remove any restrictions on Enels exercise of its rights
    as a shareholder of Endesa with regard to the qualification of
    the latter as a principal operator.              
    the price offered to Endesa shareholders is 41.30 per
    share, entirely in cash, equal to the price of 41 per
    Endesa share announced by the offerors on March 26, 2007,
    increased by interest of
    3-month
    Euribor for the period from March 26, 2007 to May 31,
    2007 (rounded up). The offer price will be reduced by the amount
    of F-103




---



##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  any dividends (including any extraordinary dividends or similar
    payments) that should be distributed by Endesa between the date
    of the submission of the tender and the date of publication of
    the results of the tender (both dates are included for the
    purposes of any adjustment);  
    the effectiveness of the tender is subject to the complete
    satisfaction of the following conditions, which may however be
    waived:  
    the tender offer is accepted by shareholders representing a
    percentage of Endesa share capital that, together with the
    shares already held directly and indirectly by the offerors,
    exceeds 50%;
    that before the end of the tender acceptance period:
    (a) the shareholders meeting of Endesa approves
    amendments to a number of articles of the bylaws that restrict
    shareholder voting rights and removes any other impediment to
    control of the company with regard to the membership of the
    board of directors; (b) all resolutions in this regard have
    been entered in the Registro Mercantil of Madrid;
    the offerors notify the concentration resulting from the tender
    to the European Commission in accordance with the provisions of
    regulations governing the control of concentrations between
    undertakings (Regulation no. 139 of January 20,
    2004) and to the antitrust authorities of any other country
    involved;
    the tender is subject to receipt of a series of administrative
    authorizations. To this end, the offerors will make all
    necessary notifications to the Comisión Nacional de
    Energía and the Secretaría General de Energía of
    the Spanish Ministry for Industry, Tourism and Trade, as well as
    to the administrative and regulatory authorities of any other
    country involved;
    in view of the fact that Endesa shares are listed on the New
    York Stock Exchange (in the form of American Depositary Shares)
    and are also listed on the offshore exchange (Registro de
    Valores Extranjeros) of Santiago in Chile, the offerors must
    perform all necessary formalities for the presentation or
    extension of the tender to these jurisdictions.             F-104




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ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restructuration
    of Groups debt
      
    the renewal of the program for the issue of medium-term notes,
    raising the amount from 10 to 25 billion;
    the issue by Enel, as part of the above program, of one or more
    bonds in euro or foreign currency to be placed with
    institutional investors by December 31, 2007, in the total
    amount of 5 billion.      
    1.0 billion euro seven-year floating-rate note, priced at
    99.757 equal to 0.20% over 3 months Euribor plus 0.24%
    yield over the 3 months Euribor;
    1.5 billion euro 5.25% ten-year fixed-rate note,
    priced at 99.582, equal to a spread of 0.34% on the swap rate
    with similar maturity, with a 5.305% yield;
    850 million euro 5.625% twenty-year fixed-rate note,
    priced at 99.834, equal to a spread of 0.55% over the swap rate
    with similar maturity, with a yield of 5.639%;
    550 million pound (GBP) 6.25% twelve-year fixed-rate note,
    priced at 99.671, equal to a spread of 0.83% over the Gilt with
    similar maturity, for a yield of 6.194%;
    550 million pound (GBP) 5.75% thirty-year fixed-rate note,
    priced at 98.286, equal to a spread of 0.94% over the Gilt with
    similar maturity, for a yield of 5.789%.  Memorandum
    of Understanding with RosAtom
      
    the construction of new nuclear power plants;
    the operation and upgrading of electricity transport networks;
    the operation of existing nuclear power plants. F-105




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##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Acquisition
    of AMP Resources
      Partnership
    with Duferco
      Archimede
    Project with ENEA
    Acquisition
    of Yukos assets in joint venture with Eni
      
    100% of OAO Arcticgaz;
    100% of ZAO Urengoil;
    100% of OAO Neftegaztechnologia;
    20% of OAO Gazprom Neft (which will be entirely transferred to
    Eni).     F-106




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##### 



ENEL
    S.P.A. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Acquisition
    of wind plants in Greece
      Acquisition
    of generation capacity in Russia
      Acquisition
    of distribution network in Romania
   F-107




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##### 



Report of
    Independent Registered Public Accounting Firm
    1
    We have audited the consolidated statements of income, of
    changes in shareholders equity and of cash flows of Wind
    Telecomunicazioni SpA (an Italian corporation) and its
    subsidiaries (the Company) as of December 31,
    2004 for the year then ended (expressed in Euro). These
    financial statements are the responsibility of the
    Companys management. Our responsibility is to express an
    opinion on these financial statements based on our audits.2
    We conducted our audits in accordance with the standards of the
    Public Company Accounting Oversight Board (United States). Those
    standards require that we plan and perform the audit to obtain
    reasonable assurance about whether the financial statements are
    free of material misstatement. An audit includes examining, on a
    test basis, evidence supporting the amounts and disclosures in
    the financial statements. An audit also includes assessing the
    accounting principles used and significant estimates made by
    management, as well as evaluating the overall financial
    statement presentation. We believe that our audits provide a
    reasonable basis for our opinion.3
    The consolidated financial statements as of December 31,
    2004 do not include comparative information and notes for 2003
    that would be required to present the financial position, the
    result of operations and the cash flows in conformity with
    International Financial Reporting Standards as adopted by EU. As
    described in the notes, in fact, these consolidated financial
    statements are intended to comprise the comparative financial
    statements to the year ended December 31, 2005, which will
    be the first IFRS compliant consolidated financial statements.4
    In our opinion, except for the matter reported in the previous
    paragraph regarding the omission of comparative financial
    information for 2003, the consolidated financial statements
    referred to above present fairly, in all material respects the
    results of the operations and the cash flows of Wind
    Telecomunicazioni SpA and its subsidiaries for the year ended
    December 31, 2004, in conformity with the International
    Financial Reporting Standards issued by the International
    Accounting Standards Board as adopted by EU.5
    We draw your attention to the matters regarding deferred tax
    assets and intangible assets as described in the notes to the
    consolidated financial statements.6
    International Financial Reporting Standards vary in certain
    significant respects from accounting principles generally
    accepted in the United States of America. Information relating
    to the nature and effect of such differences is presented in the
    notes to the consolidated financial statements under the caption
    US GAAP schedules and additional disclosures.   Rome, 22 June 2006
   PricewaterhouseCoopers SpA
     F-108




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SIGNATURES
  Form 20-F/A
        Fulvio
    Conti