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                                                                     Exhibit 1.2

                                STATUTES [BYLAWS]
                                  ENERSIS S.A.


                                    PART ONE
                      NAME, DOMICILE, DURATION AND OBJECTS

FIRST CLAUSE: A corporation is hereby established that shall be called "Enersis
S.A.", governed by these statutes [bylaws] and, where these are silent, by the
legislation and regulation applicable to this type of corporation.

FIRST SUPPLEMENTARY CLAUSE: Notwithstanding the preceding Clause, the Company is
subject to the provisions of Decree Law No.3,500 and its amendments.

SECOND CLAUSE: The Company's address shall be in the city of Santiago and
agencies or branches may be opened in other parts of the country or abroad.

THIRD CLAUSE: The life of the Company is indefinite.

FOURTH CLAUSE: The objects of the Company shall be the exploit in Chile or
abroad the exploration, development, operation, generation, distribution,
transmission, transformation, and/or energy sale in any of its forms or nature,
directly or through other companies, as well as telecommunication activities and
the provision of engineering consultancy services in the country and abroad. It
shall also be its object to invest and manage its investments in its subsidiary
and affiliate generation, transmission, distribution or electricity trading
companies, or any other subsidiary and affiliate companies whose business is
related to any of the following: (i) energy in any of its forms or nature; (ii)
supply of public utilities or which have electric energy as their main
component; (iii) telecommunications and computer science, and (iv)
intermediation business through the Internet. In meeting its main objects, the
Company shall carry out the following functions:

a)    Promote, organize, constitute, modify, dissolve or liquidate companies of
      any kind whose objects are allied or related to those of the Company.

b)    Propose the investment, financing and trading policies to its subsidiary
      companies, as well as the accounting systems and criteria to be followed.

c)    Supervise the management of its subsidiary companies.

d)    Provide its subsidiary and affiliate companies with financial resources
      necessary for their businesses and provide management services for its
      subsidiaries; financial, commercial, technical and legal advice; auditing
      services and generally any kinds of service seeming necessary for their
      best performance.

Apart from its main objects and acting always within the limits set out in the
Investment and Financing Policy approved by a shareholders general meeting, the
company may invest in:

1.    The acquisition, exploitation, construction, rental, management,
      commercialization and disposal of all kinds of properties [real estate]
      directly or through subsidiary or affiliate companies.

2.    All kinds of financial assets including shares, bonds and debentures,
      trade papers and in general all kinds of securities and holdings in
      companies, directly or through subsidiary of affiliate companies.

                                    PART TWO
                               CAPITAL AND SHARES

FIFTH CLAUSE: The capital of the Company amounts to Ch$ 2,223,053,118,797
divided into 32,651,166,465 nominative shares, all of an only series and of no
par value, which is paid up in the manner described in the Second Transitory
Clause of these statutes [bylaws].
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FIFTH SUPPLEMENTARY CLAUSE: No person shall directly or through other related
persons hold more than 65% of the capital with voting rights of the Company or a
higher percentage which the law may allow for holding a concentration of 0.6.
The minority shareholders should hold at least 10% of the capital with voting
rights and at least 15% of the capital with voting rights should be held by over
one hundred un-related shareholders each of whom shall hold a minimum equivalent
to one hundred Unidades de Fomento in shares, according to the value at which
they appear in the latest balance sheet. Minority shareholders and related
persons shall be understood to be as defined in current legislation.

SIXTH CLAUSE: Shares shall be nominative and their subscription shall be
recorded in writing in the manner determined under current legislation and
regulations. Their transfers and transmission shall be in accordance with those
regulations. Payment for subscribed shares may be in cash or other tangible or
intangible assets.

SEVENTH CLAUSE: The Company shall not recognize fractions of shares. Should one
or more shares belong jointly to various parties, the co-owners shall all be
obliged to provide a power of attorney to act before the Company.

EIGHTH CLAUSE: Unpaid balances of subscribed shares shall be adjusted in the
same proportion as changes in the value of the Unidad de Fomento.

NINTH CLAUSE: Shareholders are only responsible for the payment of their shares
and are not obliged to return to the Company the amounts of any benefits they
might have received. In the case of the transfer of subscribed but unpaid
shares, the transferor shall be liable severally with the transferee for its
payment, and notice must be recorded on the certificate of the share payment
conditions.

NINTH SUPPLEMENTARY CLAUSE: The right to withdraw that a Pension Fund Manager
may exercise in the cases foreseen in Clause 107 of Decree Law No.3,500 of 1980
shall be subject to the following special conditions: a) the right to withdraw
shall arise on the day of publication of the decision of the Risk Rating
Commission which withdraws its approval of the shares of the Company, and the
term for exercising such right and for payment of the share price in accordance
with paragraph 2 of Clause 71 of Law No.18,046 shall run from that date, and b)
the value of the share which the Company shall pay to the Pension Fund Manager
exercising its withdrawal rights, shall be calculated in accordance with the
pertinent clauses of Supreme Decree No.587 dated 4 August 1982 of the Ministry
of Finance, Corporation Regulations. However, should the shares have a market
quotation, the value per share shall be the greater of the average weighted
price in its market trading during the 6 months prior to the date of the
withdrawal of approval decision of the Risk Rating Commission causing the
withdrawal, duly adjusted for inflation in line with changes in the Consumer
Price Index between the day of each dealing and the date of that decision, and
the market value on that day defined as the average price of dealings on the
stock market. The higher value so calculated shall be applicable only if it be
greater than that determined in accordance with the provisions of the said
Corporations Regulations and, in the case of shares having no market quotation,
the date of the withdrawal of approval decision of the Risk Rating Commission
shall be considered as the date for calculating the book value.

TENTH CLAUSE: Private agreements between shareholders relating to disposals of
shares, shall be registered with the Company and made available to other
shareholders and interested third parties and reference shall be made to them in
the Shareholders Register. Such agreements shall be treated as un-written if the
above procedure is not followed.

ELEVENTH CLAUSE: The Shareholders Register, the details to be stated on share
certificates and the procedure in the case of lost or mislaid certificates,
shall comply with the pertinent legal rules and regulations.
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                                   PART THREE
                                 ADMINISTRATION

TWELFTH CLAUSE: The Company shall be administered by a Board of Directors
comprising 7 re-eligible members who may or may not be shareholders of the
Company.

THIRTEENTH CLAUSE: Members of the Board of Directors shall be elected by the
ordinary shareholders general meeting. The Board of Directors shall remain for a
period of three years at the end of which it shall be completely renewed or
re-elected.

FOURTEENTH CLAUSE: Board of Directors' meetings shall be constituted with the
absolute majority of the Directors and decisions shall be taken by the absolute
majority of the Directors present with voting rights. In the case of a tied
vote, the person presiding the meeting shall decide.

FOURTEENTH SUPPLEMENTARY CLAUSE: All acts or contracts entered into by the
Company with its majority shareholders, its Directors or Executives or with
parties related to these, shall be previously approved by two-thirds of the
Board of Directors and appear in the corresponding minutes, notwithstanding the
provisions of Clause 44 of Law No. 18,046 and those other relevant ones in the
same Law or its regulations, with respect to the Directors.

FIFTEENTH CLAUSE: The Board of Directors shall meet at least once every month
and whenever the Company's business so requires. There shall be ordinary and
extraordinary meetings. The former shall be held on dates pre-established by the
Board of Directors itself; the latter when especially convened by the Chairman
himself or at the request of one or more Directors. Extraordinary meetings may
only deal with those matters specifically included in the meeting notification.
In the first session following the appointment of the Directors at a
shareholders general meeting, the Board of Directors shall elect a Chairman and
Vice-chairman to replace him in his absences, from amongst its members.

SIXTEENTH CLAUSE: The directors shall be remunerated. The amount of the
remuneration shall be set annually by the ordinary shareholders general meeting.
The Chairman shall be entitled to receive twice that paid to each Director.

SEVENTEENTH CLAUSE: The Board of Directors of the Company represents it
judicially and extra-judicially and to comply with its objects which it shall
not be necessary to demonstrate to third parties, has all the powers of
administration and disposal which the Law or the statutes [bylaws] do not
reserve for the shareholders general meeting, without the necessity to give it
any special powers, even for those acts or contracts for which the law demands
such. This does not impede actions appropriate to the Chief Executive Officer.
The Board of Directors may delegate part of its powers to the Chief Executive
Officer, Officers and Lawyers of the Company, to one Director or to a Committee
of Directors and to other persons for especially defined objectives.

SEVENTEENTH SUPPLEMENTARY CLAUSE: In carrying out the powers set out in the
preceding clause, the Board of Directors shall act always within the limitations
set by the investment and financing policy approved at the ordinary shareholders
meeting in accordance with the terms of Clause 119 of Decree Law No.3,500 of
1980, and its amendments.

EIGHTEENTH CLAUSE: The Company shall have a Chief Executive Officer who shall be
appointed by the Board of Directors and shall be granted all the powers of a
commercial agent and those expressly agreed by the Board of Directors. The
position of Chief Executive Officer is incompatible with that of Chairman,
Director, Auditor or Accountant of the Company.
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                                    PART FOUR
                             SHAREHOLDERS' MEETINGS

NINETEENTH CLAUSE: Shareholders shall meet in ordinary and extraordinary
meetings. The former shall be held once each year within four months following
the balance sheet date to decide on matters of mutual interest without
necessarily being mentioned in the respective meeting notification. The latter
may be held at any time as required by the business to decide on any matter
which the Law or these statutes [bylaws] reserves for consideration by a
shareholders meeting and provided these matters are stated in the respective
meeting notification. Notifications of ordinary and extraordinary meetings shall
not be necessary when the whole number of validly issued shares is represented
at the respective meeting. When an extraordinary meeting has to resolve on
matters appropriate to an ordinary shareholders meeting, its procedures and
resolutions shall be subject, where appropriate, to the quorums applicable to
the latter class of meetings.

TWENTIETH CLAUSE: The following are matters for an ordinary meeting: 1)
Examination of the situation of the Company and of the reports of accounting
inspectors and external auditors and the approval or rejection of the annual
report, balance sheet, financial statements and presentations prepared by the
managers or liquidators of the Company; 2) The distribution of profits
[earnings] for each year and, especially, the dividend distribution; 3) The
election or renewal of the members of the board, of liquidators and of
management inspectors; and 4) Generally, any matter of general interest which is
not reserved for an extraordinary meeting. Ordinary meetings shall appoint
independent external auditors annually to examine the accounts, inventories,
balance sheet and other financial statements, and to inform the following
ordinary meeting in writing of its findings.

TWENTIETH SUPPLEMENTARY CLAUSE: In addition to the terms of the preceding
clause, the ordinary meeting shall be responsible for approving the investment
and financing policy proposed by the management in the terms contemplated in
Clause 119 of Decree Law No.3,500 of 1980 and its amendments. It shall also be
the responsibility of the ordinary shareholders meeting to appoint annually the
inspectors of accounts and their respective alternates, with the powers
established in Clause 51 of Law No.18,046.

TWENTY-FIRST CLAUSE: The following are matters for an extraordinary shareholders
meeting: 1) The dissolution of the Company; 2) Transformation, merger or
division of the Company and changes to its statutes [bylaws]; 3) The issue of
bonds or debentures convertible into shares; 4) The disposal of fixed assets and
liabilities of the Company or of all its assets; 5) The provision of charges or
guarantees [collateral] to cover the obligations of third parties, unless these
be subsidiary companies in which case the approval of the Board of Directors is
sufficient; and 6) any other matters which the Law or these statutes [bylaws]
reserve for the knowledge or consent of shareholders meetings. The matters
referred to in Nos. 1, 2, 3 and 4 may only be agreed at meetings held in the
presence of a notary public who must certify that the minutes record faithfully
what occurred and was agreed at the meeting.

TWENTY-FIRST SUPPLEMENTARY CLAUSE: Notwithstanding the terms of the preceding
Clause, the following shall also be matters for an extraordinary meeting: a) The
disposal of assets or rights of the Company which are declared essential for its
business in the investment and financing policy, as well as the granting of
charges [collateral] over them; and b) The modification in advance of the
investment and financing policy approved by the ordinary shareholders meeting.

TWENTY-SECOND CLAUSE: Meetings shall be convened by the Board of Directors of
the Company and notifications shall be effected by means of a conspicuous advice
which shall be published at least 3 times on different days in the newspaper
which the meeting shall nominate. It shall also send a notification by mail to
every shareholder at least 15 days prior to the date of the meeting, which
should mention the
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matters for consideration at the meeting. The omission of this obligation shall
not affect the validity of the notification, but the Directors, Liquidators and
Managers of the Company at fault shall be responsible for any damage suffered by
shareholders, irrespective of the administrative sanctions which the
Superintendency may apply. However, those meetings attended by the whole of the
issued shares with voting rights may be convened validly even when the required
formalities for notifications have not been complied with. All shareholder
meetings must be advised to the Superintendency of Securities and Insurance at
least 15 days in advance.

TWENTY-THIRD CLAUSE: Meetings are constituted with an absolute majority of
shares with voting rights on the first notification, and with those present or
represented, whatever their number, on the second notification, and resolutions
shall be adopted by the absolute majority of the shares present or represented
with voting rights. Notices of the second notification may only be published
once the meeting subject to the first notification fails to convene, and in any
case the new meeting should be convened within 45 days following the date fixed
for the meeting not held. Meetings shall be presided by the Chairman of the
Board of Directors or the person taking his place and the person so appointed,
or the Chief executive Officer in his absence, shall act as Secretary.

TWENTY-FOURTH CLAUSE: Resolutions of extraordinary shareholders' meetings which
relate to modifications of the statutes [bylaws] shall require the vote of
two-thirds of the shares with voting rights.

TWENTY-FOURTH SUPPLEMENTARY CLAUSE: While the Company remains subject to the
terms contained in Part Twelve and other relevant parts of Decree Law No.3,500
of 1980 and its amendments, any modification of the regulations set out in the
First, Fifth, Ninth, Fourteenth, Seventeenth, Twentieth, Twenty-First,
Twenty-Seventh and Twenty-Ninth Supplementary Clauses and the present Clause,
shall require the consenting vote of 75% of the issued shares with voting
rights, in accordance with Clause 121 of the said Decree Law No. 3,500.

TWENTY-FIFTH CLAUSE: Only those shareholders registered in the shareholders
register 5 days before the date for which the respective meeting is convened,
may participate in meetings and exercise their rights to speak and vote.
Shareholders without voting rights, as well as the Directors and Managers who
are not shareholders, may participate in general shareholders meetings with a
right to speak.

TWENTY-SIXTH CLAUSE: Shareholders may be represented at meetings by another
person even if such person is not a shareholder, notwithstanding that
established in Clause 45 bis of Decree Law No.3,500. Proxies for such
representations shall be given in writing for all the shares held by the owner
on the date stated in the preceding Clause.

TWENTY-SEVENTH CLAUSE: Shareholders shall have a right to one vote for each
share they own or represent, and may accumulate or distribute them as they wish
in any election.

TWENTY-SEVENTH SUPPLEMENTARY CLAUSE: Notwithstanding the contents of the
preceding Clause, no shareholder may exercise for his own account or on behalf
of other shareholders, the right to vote for a percentage of subscribed shares
with voting rights of the Company in excess of the maximum concentration
permitted in the statutes [bylaws] and must deduct any excess over this limit
for this purpose. For calculating this percentage, the shares held by the
shareholder shall be added to those of parties related to the former. Neither
may any person represent shareholders who in aggregate hold more than the
maximum concentration level permitted in the statutes [bylaws].

                                    PART FIVE
                   BALANCE SHEET, FUNDS AND PROFITS [EARNINGS]
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TWENTY-EIGHTH CLAUSE: On December 31st of each year, a balance sheet of the
business of the Company shall be prepared, and the Board of Directors shall
present this to the shareholders ordinary meeting together with a reasoned
report on the situation of the Company and the statement of income and the
related report provided by the inspectors of accounts and external auditors. All
these documents must reflect clearly the equity position of the Company at the
close of the respective year and the profits [earnings] obtained or losses
suffered during the year.

TWENTY-NINTH CLAUSE: On a date no later than the first notification convening
the ordinary meeting, the Board of Directors should send to each shareholder
registered in the respective register a copy of the duly audited balance sheet
and annual report of the Company, including the auditors report and their
respective notes. The duly audited balance sheet and statement of income and
other information which the Superintendency of Securities and Insurance
requires, shall be published once in a widely-circulating newspaper in the
location of the registered address, no less than 10 nor more than 20 days before
the date on which the meeting to approve them is to be held. These documents
should also be presented within the same time period to the Superintendency of
Securities and Insurance with the requested number of copies. The annual report,
balance sheet, inventories, minutes of board and shareholders meetings, books
and reports of inspectors, must be available to shareholders in the offices of
the Company for 15 days prior to the date advised for the meeting. Should the
balance sheet and statement of income be altered by the meeting, the amendments,
where corresponding, shall be sent to shareholders within 15 days from the date
of the meeting and shall be published in the same newspaper in which these
documents had been published, and within the same time period.

TWENTY-NINTH SUPPLEMENTARY CLAUSE: Notwithstanding the provisions of the
preceding clauses, the Board of Directors should present to the ordinary
shareholders meeting and send to each of the shareholders registered in the
respective register, a copy of the report issued by the inspectors of accounts
referred to in the Twentieth Clause of these statutes [bylaws] and the proposals
of the management regarding the investment and financing policy.

THIRTIETH CLAUSE: Unless otherwise approved at the respective meeting with the
unanimous vote of the shares issued, a cash dividend shall be distributed
annually to shareholders, pro rata to their shares, for at least 30% of the net
profits [net income] for each year. In any event, the Board of Directors may,
under the personal responsibility of the Directors present at the respective
approval, distribute interim dividends during the year as a charge against the
profits [earnings] of that year, provided that there are no accumulated losses.
That portion of profits [earnings] not appropriated by the meeting to dividends,
may be capitalized at any time, subject to amending the statutes [bylaws]
through the issue of free shares or by increasing the nominal value of the
shares, or be retained to meet possible dividend payments in following years.

                                    PART SIX
                           DISSOLUTION AND LIQUIDATION

THIRTY-FIRST CLAUSE: The dissolution of the Company shall occur in the cases
foreseen in the Law. Dissolution in advance shall only be agreed at an
extraordinary shareholders' meeting with the consenting vote of two-thirds of
the issued shares.

THIRTY-SECOND CLAUSE: Once the Company is dissolved, the liquidation shall be
performed by a Liquidation Committee formed by three people, shareholders or
not, chosen by the shareholders general meeting, and who shall have the powers,
duties and obligations established in the law or regulations. In the case of a
dissolution decreed by judicial executive sentence, the liquidation shall be
carried out in the manner established in the law. If the Company is dissolved
through all the shares being held by one person, liquidation shall be
unnecessary.
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THIRTY-THIRD CLAUSE: The liquidators shall convene an ordinary general
shareholders meeting in the month of April each year to report on the state of
the liquidation. Should the liquidation not be completed within 2 years, a new
election of liquidators shall be made, the same persons being re-eligible. The
position of liquidators is remunerated and the shareholders ordinary meeting
shall set the remuneration. The position of liquidator is revocable by a
shareholders ordinary or extraordinary meeting. Liquidators shall be suspended
from their positions by overriding legal incapacity or by their declaration of
bankruptcy.

                                   PART SEVEN
                               GENERAL PROVISIONS

THIRTY-FOURTH CLAUSE: Any disputes which arise between shareholders in that
capacity, or between these and the Company or its management, whether during its
life or liquidation, shall be resolved by an arbitrator appointed by mutual
consent by the parties, who shall have the character of arbitrator regarding
process but must give judgement according to law. If such consensus does not
exist, the arbitrator shall be appointed by the Ordinary Justice at the request
of either party, in which case such appointment may only be of lawyers who are
titular professors in civil or commercial law at the University of Chile,
Catholic University of Chile or Catholic University of Valparaiso. However,
should there be a dispute, the claimant may take the matter away from the
arbitrator and submit to the judgement of the ordinary courts of justice.

THIRTY-FIFTH CLAUSE: Where these bylaws remain silent and in any matter not
expressly foreseen in them, the provisions of Law No.18,046 shall apply,
together with its amendments and regulations and relevant parts of Decree Law
No.3,500 in the case foreseen in Clause 111 of that Decree Law.

                              TRANSITORY PROVISIONS

FIRST TRANSITORY CLAUSE: For the purposes of the Twenty-Second Clause of these
statutes [bylaws], the meeting agrees that publications for convening ordinary
and extraordinary shareholders meetings shall be effected in the "El Mercurio"
newspaper of Santiago.

SECOND TRANSITORY CLAUSE: The capital amounts to Ch$ 2,223,053,118,797 divided
into 32,651,166,465 nominative shares, all of an only series and of no par
value, which has been and will be paid up in the following manner:

A- Subscribed and Paid Up Capital. It was agreed on first place to mention that
at the extraordinary shareholders meeting held on 30 April 1999, contained in
public deed dated May 26, 1999 before Mr. Patricio Zaldivar Mackenna, Notary
Public of Santiago, it was agreed to increase Enersis' share capital from Ch$
388,522,988,383 divided into 6,800,000,000 ordinary [common] shares of no par
value to CH$ 868,402,988,383 divided into 9,380,000,000 ordinary [common] shares
of no par value. That is, in said opportunity, the capital was increased in the
amount of Ch$ 479,880,000,000 corresponding to 2,580,000,000 ordinary [common]
shares of no par value. Such capital increase was not totally subscribed within
the three year period in which according to law, shares should be subscribed and
paid in cash, thus it was reduced by force of law to the amount actually
subscribed and paid. Such circumstance was declared by public deed dated June
25, 2002, before Mr. Patricio Zaldivar Mackenna, Notary Public of Santiago,
stating that the Company's capital had been reduced by force of law to the
amount effectively paid by April 30, 2002, that is, the amount of Ch$
729,328,347,508, divided into 8,291,020,100 ordinary [common] shares of no par
value.

B- Capital Revalorization. The Company's current capital, including capital
revalorization as of December 31, 2001 and December 31, 2002, according to
Clause 10 of Law 18,046, amounts to the sum of Ch$ 751,208,197,933, divided into
8,291,020,100 ordinary [common] shares of no par value.

C- New Share Capital. The sum of Ch$1,473,225,403,563, which will be accrued
with the issuance of 24,382,994,488 shares, according to the capital increase
approved by Extraordinary Shareholders' Meeting held on march 31, 2003.
<PAGE>
Such shares will be issued by the Company's Board of Directors to be fully paid,
at the time of its subscription, either:

      (a) in cash, check or equivalent, or by

      (b) partial or complete capitalization of:

            (i)   Elesur S.A. credits, composed by two loans to the Company,
                  that according to an expert's appraisal approved by the
                  Company's above mentioned shareholders' meeting. Amount as of
                  this date, including principal and interests to 86.84% of its
                  par value. Currently, such par value amounts 58,701,778.99
                  U.F. (hereinafter, the "Loans"; and,

            (ii)  By way of partial or complete capitalization of Bonds No. 69,
                  Series B1 and B2, whose value, according to an expert's
                  appraisal approved by the Company's above mentioned
                  shareholders' meeting, will be the result of its par value,
                  multiplied by the following percentages:

                        (i)   87.23% for Series B1 Bonds; and

                        (ii)  71.59% for Series B" Bonds.

The Board is expressly empowered to issue for one time, the total of
24,382,994,488 shares, and to offer and place these shares at the price that
results from calculating the average stock exchange transactions that have taken
place between 90th and 30th banking day previous to the date of the present
shareholders' meeting, en each of the following pre-emptive rights offering
periods:

a) First pre-emptive rights offering period. In accordance to Law 18,046, each
shareholder will be offered to subscribe such number of new shares according to
its pro rata. The first pre-emptive rights offering period will remain open for
a 30 day period. The shares of this new issuance may be paid by shareholders
either in cash, or with financial loans that Elesur S.A. has against Enersis
S.A.

b) Voluntary Bond Exchange. The Company will offer in identical conditions to
all local bondholders, a voluntary redemption of its Local Bonds, in conformity
with Clause 130 of the Securities Law, between November 1 and 15 of the present
year. All Local Bondholder will be offered the possibility of exchanging their
Bonds for Enersis shares, according to the following procedure: at the time of
the effective capitalization of the Local Bonds, to the par value and interest
of each bond will be applied the factor that for each series of bonds has been
determined by the independent appraiser, Mr. Eduardo Walker Hitschfeld in its
above mentioned report dated March, 6th. The resulting amount will be divided by
the issuance price approved by the present shareholders' meeting, which amounts
to the sum of Ch$ 60.4202 per share, in order to calculate the final amount of
shares that will be handed to each bondholder. The Voluntary redemption of Local
Bonds, by which its exchange for shares will be offered, will be published in
the "El Mercurio" newspaper of Santiago.

c) Second pre-emptive rights offering period. Attending the obligation promised
by the controlling shareholder, that it will not sell any shares of its property
in the period between the date of the present meeting and until the finalization
of the second pre-emptive rights offering period, it is agreed that such period
will take place between November 20 and December 20 of the current year, and in
order to permit the total subscription of the shares issued, the Board of
Directors will open a new pre-emptive rights offering period directed to all
shareholders registered five working days prior to the second offering period,
excluding the controlling shareholder and its related parties, and according to
the pro rata that each of the shareholders at such time. During this 30 day
period, each shareholder will be offered to subscribe the remaining shares from
the capital increase that have not been subscribed during the first pre-emptive
rights offering period mentioned in letter a) above and in the voluntary local
bond exchange mentioned in letter b) above. In this period, subscribed shares
may only be paid up by shareholders in cash.

d) Term for the Capital Increase. The term for the present capital increase will
end on December 30th, 2003. Following such date without the capital increase
having been totally subscribed for, it shall be reduced to the amount actually
subscribed and paid.

On January 16, 2004, before Mr. Patricio Zaldivar Mackenna, Notary Public of
Santiago, Mr. Mario Valcarce Duran, Enersis S.A. Chief Executive Officer,
declared that the Company's capital had been reduced by force of law to the
amount effectively paid by December 31, 2004, that is the sum of Ch$
2,223,053,118,797 divided into 32,651,166,465 nominative shares of no par value,
all of which was duly
<PAGE>
registered on February 2, 2004, on the margin of Fs.13099 N(degree)7269 of the
Commerce Registry of year 1981.

THIRD TRANSITORY CLAUSE: The use of the name Enersis S.A. contained in the First
Clause shall come into force on 1 August 1988 and the Company shall continue to
use the old name until then.