Securities Exchange Act of 1934
Section 14(d)(5)
Rule 14d-10(a)(1)
Rule 14d-4(d)(2)
Rule 14e-5

March 2, 2006

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance and Office of Trading Practices, Division of Market Regulation

S. Todd Crider
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017

We are responding to your letter dated March 2, 2006 addressed to Brian V. Breheny, Christina Chalk, Mauri L. Osheroff and James A. Brigagliano, as supplemented by telephone conversations with the staff, with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your letter.

On the basis of your representations and the facts presented in your letter, the United States Securities and Exchange Commission ("Commission") hereby grants an exemption from the following rules:

• Rule 14e-5 under the Securities Exchange Act of 1934 ("Exchange Act"). The exemption from Rule 14e-5 is granted to permit Gas Natural to purchase or arrange to purchase Endesa Shares pursuant to the Spanish Offer during the U.S. Offer. You do not request, and we do not grant, any relief regarding purchases or arrangements to purchase Endesa Shares other than pursuant to the U.S. and Spanish Offers.
• Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) is granted to permit Gas Natural to make the U.S. Offer available to all holders of Endesa ADSs and all U.S. holders of Endesa Ordinary Shares. As required by Spanish law, the Spanish Offer will be open to all holders of Endesa Ordinary Shares, including U.S. holders.
• Section 14(d)(5) of the Exchange Act. The exemption from Section 14(d)(5) is granted to permit Gas Natural to terminate withdrawal rights in the U.S. Offer at the expiration of the U.S. Offer and during the period immediately following the expiration of the U.S. Offer, when the tendered Endesa Shares are being counted and until payment occurs approximately 15 business days after expiration, in accordance with Spanish law and practice.
• Rule 14d-4(d)(2) under the Exchange Act. The exemption from Rule 14d-4(d)(2) is granted to allow Gas Natural to waive or reduce the Minimum Tender Condition after the expiration of the U.S. Offer, without extending the initial offer period and withdrawal rights after such waiver or reduction, in accordance with Spanish law and regulation. We note in granting such relief that should Gas Natural wish to reduce or waive the Minimum Tender Condition under those circumstances, it will provide the procedural and disclosure protections described in your March 2, 2006 letter.

The foregoing exemptive relief is based solely on the representations and the facts presented in your letter dated March 2, 2006, as supplemented by telephone conversations with the staff, and does not necessarily indicate that the Commission concurs in your analysis. The relief is strictly limited to the application of the rules listed above to this transaction. You should discontinue this transaction pending further consultations with the staff if any of the facts or representations set forth in your letter change.

We also direct your attention to the anti-fraud and anti-manipulation provisions of the federal securities laws, including Sections 10(b) and 14(e) of the Exchange Act, and Rule 10b-5 thereunder. The participants in this transaction must comply with these and any other applicable provisions of the federal securities laws. The Divisions of Corporation Finance and Market Regulation express no view on any other questions that may be raised by the proposed transaction, including but not limited to, the adequacy of disclosure concerning and the applicability of any other federal or state laws to the proposed transaction.

For the Commission, by the Division of Corporation Finance pursuant to delegated authority Mauri L. Osheroff Associate Director

For the Commission, by the Division of Market Regulation pursuant to delegated authority James A. Brigagliano Acting Associate Director

Incoming Letters:

The Incoming Letters are in Acrobat format.

• Incoming Letter 1
• Incoming Letter 2

http://www.sec.gov/divisions/corpfin/cf-noaction/gasnatural030206.htm