June 28, 2007
Via U.S. Mail and Facsimile (011-39-06-59822141)
Paolo Scaroni
Chief Executive Officer
Eni SpA
Piazzale Enrico Mattei 1
00144 Rome, Italy
RE: Eni SpA
Form 20-F for Fiscal Year Ended December 31, 2006
Filed June 20, 2006
File No. 1-14090
Dear Mr. Scaroni:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2006 to disclosure relating to your
contacts
with countries that have been identified as state sponsors of
terrorism, and we have the following comments. Our review with
respect to this issue does not preclude further review by the
Assistant Director group with respect to other issues. At this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. On pages 7-8 you discuss the risk of U.S. sanctions related to
your operations in Iran. Please address for us the applicability
to
your Iran-related activities, including any direct or indirect
payments to the Iranian government, of Section 5(b) of the Iran
Sanctions Act of 1996, as modified by the Iran Freedom Support Act
on
September 30, 2006.
2. We are aware of published reports that you have purchased
Syrian
light crude oil and supplied high sulfur fuel oil to Syria. Syria
is
identified as a state sponsor of terrorism by the U.S. Department
of
State and subject to U.S. sanctions and export controls. Please
describe for us the nature and extent of the your past, current,
and
anticipated operations in, or other contacts with, Syria, whether
through direct or indirect arrangements or pursuant to written or
unwritten agreements. Your response should describe in reasonable
detail the products and services you have provided to Syrian
persons
or entities, or to the government of Syria, as well as any
agreements, commercial arrangements, or other contacts with the
government of Syria or entities controlled by that government.
3. Please discuss the materiality of the operations and other
contacts described in response to the foregoing comment, and
whether
they would constitute a material investment risk for your security
holders. You should address materiality in quantitative terms,
including the approximate dollar amounts of any associated
revenues,
assets, and liabilities for the period covered by the annual
report
concerning Syria. Please also address materiality in terms of
qualitative factors that a reasonable investor would deem
important
in making an investment decision, including the potential impact
of
corporate activities upon a company`s reputation and share value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism. The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism. The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have operations or business contacts
associated
with Syria.
Your qualitative materiality analysis also should address whether,
and the extent to which, the government of Syria, or persons or
entities controlled by that government, receive cash or act as
intermediaries in connection with your operations and contacts.
* * * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please submit
your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comments. Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review. You may also contact me at (202) 551-
3470.
Sincerely,
Cecilia Blye, Chief
Office of Global Security
Risk
cc: Roger Schwall
Assistant Director
Division of Corporation Finance
Paolo Scaroni
Eni SpA
June 28, 2007
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