THE BANK OF NEW YORK
Depositary Receipts Division
101 Barclay Street
New York, New York 10286
May 4, 2007
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Attention:
Paul M. Dudek, Office of International Corporate Finance,
Division of Corporation Finance
Linda Chatman Thomsen, Division of Enforcement
Michael Pressman, Division of Corporation Finance
RE:
Registration Statement on Form F-6 filed on behalf of Gas Natural, SDG, S.A. (File No. 333-132220) (the “Registration Statement”)
Ladies and Gentlemen:
The Bank of New York, as depositary (the “Depositary”), on behalf of the legal entity created by the agreement for the issuance of American Depositary Shares (the “ADSs”) representing ordinary shares (the “Shares”) of Gas Natural, SDG, S.A. (the “Company”), hereby applies to withdraw the above referenced Registration Statement, together with all exhibits thereto, pursuant to Rule 477 under the Securities Act of 1933, as amended.
The grounds for this application to withdraw the Registration Statement are as follows:
The Registration Statement was filed, and was declared effective by the Commission, on March 6, 2006. However, no ADSs have been sold under the Registration Statement. The Company has notified the Depositary that it no longer wishes to establish an American Depositary Receipt facility for the Shares. Accordingly, the Depositary will not accept any deposits of the Shares or permit the issuance of any of the ADSs.
Since none of the ADSs registered by the Registration Statement have been sold and those ADSs are no longer being publicly offered and none will be sold, the registrant makes this application to withdraw the Registration Statement.
If you should have any questions about this application, please contact our counsel in this matter, Bruce R. Wilde of Emmet, Marvin & Martin, LLP, at (212) 238-3128.
Very truly yours,
Legal entity created by the agreement for the issuance of American Depositary Shares representing ordinary shares of Gas Natural SDG, S.A.
By:
The Bank of New York,
as Depositary
By:/s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
cc: Bruce R. Wilde, Emmet
Marvin & Martin, LLP
bwilde@emmetmarvin.com
