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As
filed with the U.S. Securities and Exchange Commission on December
22,
2005
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Registration
No. 333-
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Title
of each class of
Securities
to be registered
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Amount
to
be registered
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Proposed
maximum aggregate price per unit (1)
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Proposed
maximum
aggregate
offering price (2)
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Amount
of
registration
fee
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American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing two ordinary shares of Eni S.p.A.
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100,000,000
American
Depositary Shares
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$0.05
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$5,000,000
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$535
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(1)
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Each
unit represents one American Depositary
Share.
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(2)
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Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the
maximum
aggregate fees or charges to be imposed in connection with the
issuance of
American Depositary Receipts evidencing American Depositary
Shares.
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| Location in Form of American Depositary | ||||
| Item Number and Caption | Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary |
Introductory
paragraph
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| (2) | Title of American Depositary Receipts and identity of deposited securities |
Face
of American Depositary Receipt, top center
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| Terms of Deposit: | ||||
| (i) |
Amount
of deposited securities represented by one unit of American
Depositary
Shares
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Face
of American Depositary Receipt, upper right corner
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| (ii) |
Procedure
for voting, if any, the deposited securities
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Paragraph
(13)
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| (iii) |
Collection
and distribution of dividends
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Paragraphs
(4), (5), (7) and (10)
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| (iv) |
Transmission
of notices, reports and proxy soliciting material
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Paragraphs
(3), (8) and (13)
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| (v) |
Sale
or exercise of rights
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Paragraphs
(4), (5) and (10)
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| (vi) |
Deposit
or sale of securities resulting from dividends, splits or plans
of
reorganization
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Paragraphs
(4), (5), (10) and (14)
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| (vii) |
Amendment,
extension or termination of the Deposit Agreement
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Paragraphs
(17) and (18)
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| (viii) |
Rights
of holders of receipts to inspect the transfer books of the
Depositary and
the list of Holders of ADR
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Paragraph
(3)
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| (ix) |
Restrictions
upon the right to deposit or withdraw the underlying
securities
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Paragraphs
(1), (2), (4), and (5)
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| (x) |
Limitation
upon the liability of the Depositary
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Paragraph
(15)
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(3)
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Fees and Charges |
Paragraph
(7)
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| Item Number and Caption |
Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus
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| (b) |
Statement
that Eni S.p.A. is subject to the periodic reporting requirements
of the
Securities Exchange Act of 1934, as amended, and, accordingly,
files
certain reports with the Commission, and that such reports
can be
inspected by holders of American Depositary Receipts and
copied at public
reference facilities maintained by the Commission in Washington,
D.C.
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Paragraph
(8)
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(a)
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Form
of Deposit Agreement.
Form of Amended and Restated Deposit Agreement among Eni S.p.A.,
JPMorgan
Chase Bank, N.A., and all holders from time to time of ADRs
issued
thereunder (the "Deposit Agreement"). Filed herewith as exhibit
(a).
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(b)
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Any
other agreement to which the Depositary is a party relating
to the
issuance of the American Depositary Shares registered hereunder
or the
custody of the deposited securities represented
thereby.
Not Applicable.
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(c)
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Every
material contract relating to the deposited securities between
the
Depositary and the issuer of the deposited securities in effect
at any
time within the last three years.
Not Applicable.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities being registered.
Filed herewith as Exhibit (d).
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(e)
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Certification
under Rule 466.
Filed herewith as Exhibit (e).
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(a)
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The
Depositary hereby undertakes to make available at the principal
office of
the Depositary in the United States, for inspection by holders
of the
American Depositary Receipts, any reports and communications
received from
the issuer of the deposited securities which are both (1) received
by
the Depositary as the holder of the deposited securities, and
(2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If
the amounts of fees charged are not disclosed in the prospectus,
the
Depositary undertakes to prepare a separate document stating
the amount of
any fee charged and describing the service for which it is charged
and to
deliver promptly a copy of such fee schedule without charge to
anyone upon
request. The Depositary undertakes to notify each registered
holder of an
American Depositary Receipt thirty days before any change in
the fee
schedule.
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Legal
entity created by the Deposit Agreement for the issuance of ADRs
evidencing American Depositary Shares
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
| By: | /s/ Joseph M. Leinhauser | |
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Name:
Title:
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Joseph
M. Leinhauser
Vice
President
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Eni
S.p.A. |
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| By: | /s/ Paolo Scaroni | |
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Name:
Title:
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Paolo
Scaroni
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| Name | Title | ||
| /s/ Robeto Poli | Chairman | ||
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Roberto Poli |
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| /s/ Paolo Scaroni | Managing Director - Chief Executive Officer (principal executive officer) | ||
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Paolo Scaroni |
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| /s/ Roberto Jaquinto | Group Senior Vice President for Administration (Principal Accounting Officer) | ||
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Roberto Jaquinto |
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| /s/ Renzo Costi | Director | ||
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Renzo Costi |
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| /s/ Pierluigi Scibetta | Director | ||
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Pierluigi Scibetta |
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| /s/ Alberto Clô | Director | ||
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Alberto Clô |
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| /s/ Marco Pinto | Director | ||
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Marco Pinto |
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| /s/ Dario Fruscio | Director | ||
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Dario Fruscio |
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| /s/ Enzo Viscusi | Authorized Representative in the United States | ||
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Enzo Viscusi |
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Exhibit
Number
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(a)
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Form
of Amended and Restated Deposit Agreement.
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(d)
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Opinion
of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to
the legality of the securities to be registered.
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(e)
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Rule
466 certification
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