Securities Exchange Act of 1934
Section 14(d)(5)
Rule 14d-10(a)(1)
Rule 14d-4(d)(2)
Rule 14d-7
Rule 14e-1(b)

July 3, 2007

Response of the Office of Mergers and Acquisitions
Division of Corporation Finance

Michael Wolfson, Esq.
Simpson Thacher & Bartlett
City Point
One Ropemaker Street
London EC2Y 9HU

Dear Mr. Wolfson:

We are responding to your letter dated July 3, 2007 addressed to Brian V. Breheny and Michael Pressman, as supplemented by telephone conversations with the staff, with regard to your request for exemptive and no-action 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 hereby grants an exemption from the following rules:

• Rule 14d-10(a)(1) under the Exchange Act. The exemption from Rule 14d-10(a)(1) is granted to permit Enel and Acciona 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 Enel and Acciona 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, 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 Enel and Acciona to waive or reduce the minimum tender condition after the expiration of the U.S. Offer, without extending the initial offer period and without providing withdrawal rights after such waiver or reduction, in accordance with Spanish law and regulation. We note in granting such relief that should Enel and Acciona wish to reduce or waive the minimum tender condition under those circumstances, it will provide the procedural and disclosure protections described in your July 3, 2007 letter.
   
• Rule 14d-7 under the Exchange Act. The exemption from Rule 14d-7 permits Enel and Acciona to terminate withdrawal rights following the expiration of the U.S. Offer, pending satisfaction of the condition to the U.S. Offer that the Spanish Offer be completed.

On the basis of the representations made and the facts presented in your July 3, 2007, the Division of Corporation Finance will not recommend that the Commission take enforcement action under Rule 14d-10(a)(2) or Rule 14e-1(b) of the Exchange Act if Enel and Acciona reduce the offer price paid in the U.S. Offer by the amount of any dividend paid by Endesa under the circumstances described in your letter and after the expiration of the U.S. Offer. This no-action relief will allow Enel and Acciona to provide the equivalent economic value to shareholders tendering into both the Spanish and U.S. Offers, as required by Spanish law. We also note that Enel and Acciona have undertaken to provide shareholders with adequate notice of the potential of such a reduction in the amount of the offer price, through disclosure in the offer materials and through the use of a press release and an advertisement in a newspaper of national circulation in the United States, as described in your letter.

The foregoing exemptive and no-action relief is based solely on the representations and the facts presented in your letter dated July 3, 2007, as supplemented by telephone conversations with the staff. 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 Division of Corporation Finance expresses 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.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2007/endesa070307-sec14.htm