**Exhibit 4.2**

**ASSIGNMENT
  OF RIGHTS AGREEMENT**

Assignment
       of Rights Agreement made in Santiago, Chile, as of January 27, 2004, between

    ENDESA INTERNACIONAL S.A., duly incorporated according to the laws of Spain,
       a company based in the city of Madrid, represented in this act by its
      agent,
    Mr. Luis Rivera Novo, ("ENDESA INTERNACIONAL"), both domiciled in, for these
     effects at C/Ribera del Loira, 60-planta 5, sector E, Madrid, Spain, for
    the
    one part, and, ENERSIS S.A., a corporation, incorporated and validly in existence
     according to the laws of the Republic of Chile, duly represented in this
    act
    by Mr. Mario Valcarce Durán, Chilean, married, engineer, Chilean National
     ID card number 5.850.972-8, and by Mr. Domingo Valdés Prieto, Chilean,
      married, attorney, Chilean National ID card number 6,973.465-0, ("ENERSIS"),
       all previous domiciled for these effects on Santa Rosa N°.76, 17thfloor, Santiago, Chile, (the "Assignment Agreement"). Now,
    therefore, the parties agree as follows:

|FIRST:  | ENERSIS and ENDESA INTERNACIONAL are direct and/or indirect shareholders,
      through investment companies controlled by those, of  CODENSA S.A. ESP., incorporated and validly existing according to Colombian
      laws, based in the city of Santa Fé de Bogotá, ("CODENSA").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|SECOND: | ENDESA
      INTERNATIONAL, by virtue of its economic participation, has the
      right to designate a number of members of the board of directors (from
      here on "Directors")
      in CODENSA. In this act, ENDESA INTERNACIONAL
      assigns without charge to ENERSIS, directly or indirectly,
      its right to name directly or indirectly Directors in CODENSA.                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|THIRD:  | The assignment
         of the right to name Directors is limited to the number of directors
          necessary so that ENERSIS, directly or indirectly, designates the
      majority
      of  the Board of Directors, and therefore meets the conditions required
       to consolidate CODENSA. In case of any modification or alteration
      of the composition
       or number of Directors of CODENSA for any reason, the assignment
        of the right before mentioned will extendipso
         factoto the number
          necessary so that ENERSIS designates the majority of the Board of
      CODENSA,
      and  to this effect the parties agreetotake the corporative measures
       to reflect, as soon as possible, the indirect control of ENERSIS
      over such
       Board.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|FOURTH: | The parties
         hereby agree that this Assignment will be effective from the date
      of the dissolution
       of Luz de Bogotá S.A., and will extend indefinitely. Notwithstanding,
        ENDESA INTERNACIONAL, may, at any moment, terminate
         this Agreement, prior notice, or notification sent to ENERSIS to
      the domicile
       indicated in the appearance with at least 3 years of anticipation
      to the date
       of the desired termination. Likewise, the parties state that this
      Agreement
       will be resolved immediately, and without need to advise, or previously
        notify, nor by the express stipulation of the parties, in the event that
      ENDESA S.A. España loses its quality as direct or indirect controller
      of ENERSIS.      

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|FIFTH:   | ENERSIS
         agrees not to transfer a title of any of the rights acquired by virtue
      of this contract,
       nor its contractual position, in favor of a third party, except
      to the extent
       that it has previous and written authorization from ENDESA INTERNACIONAL.                                                                                                                                                                                                      
|-------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|SIXTH:   | This agreement
      shall be subject to the laws of the Republic of Colombia.                                                                                                                                                                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|SEVENTH: | Any difficulty
      arising between the parties due this agreement, whether regarding
      its validity, nullification, application, interpretation, resolution, or for
      any other cause or reason, it shall be submitted to mixed arbitration that the
      parties shall designate by common agreement. In the event of them not
      reaching an
      agreement, the said designation shall be carried out by the Ordinary Courts
      of the city of Santa Fé de Bogotá, Colombia.
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|EIGHTH:  | For all
      the effects of communications between the parties to the present
      agreement,
      the parties establish their conventional and special domicile at
      the following
      address:                                                                                                                                                                                                                                                                                        
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | ENERSIS:
         Santa Rosa 76, 17thfloor,
       Santiago County, Santiago, Chile.                                                                                                                                                                                                                                                                                                                                                                                                             
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | ENDESA
        INTERNATIONAL: C/Ribera del Loira, 60-planta 5, sector E, Madrid,
      Spain.                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | The authorities
      of the representatives of the parties are not mentioned since they
      are sufficiently known by those involved.                                                                                                                                                                                                                                                                                                                                                         
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | As proof
      of agreement with this content, the parties sign this agreement on
      all of its
      pages, in duplicate, in the place and on the dates indicated herein.                                                                                                                                                                                                                                                                                                                    



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| | pp
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|   |                            |  |    |                            
|-- | -------------------------- |  | -- | ---------------------------
|pp | Enersis
      S.A.         |  | pp | Enersis
      S.A.         
|   | Mario
      Valcarce Durán |  |    | Domingo
      Valdés Prieto

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