Endesa's Position on Gas Natural Takeover Bid

Endesa's (NYSE:ELE) Board of Directors, in a meeting
held today, has analysed the terms of the tender offered by Gas
Natural. According to the available information, the Board has
considered convenient, for the benefit of the general interest, its
shareholders and its employees, and the market, unanimously express a
preliminary evaluation of the transaction in the following terms:

   1. The transaction proposed by Gas Natural has been presented in a
       hostile way without any previous knowledge by Endesa.

   2. The layout and the structure of the offer introduce elements of
       uncertainty rendering it impossible to determine with detail
       enough the real value of offered price. In any case, a first
       evaluation determines that the economic terms of the offer are
       clearly insufficient and do not reflect by any means the fair
       value of the Company.

   3. Considering the applicable legislation and existing precedents
       in the Spanish and in the European Community, the transaction
       may be hardly compatible with the current regulatory and
       antitrust regime. Therefore, there are risks not taken into
       consideration that could imply significant adverse
       consequences to Endesa's shareholders.

   4. The layout of the transaction in a time where a full review of
       the electricity regulation is taking place is particularly
       surprising and worrying. Furthermore, the preliminary
       conclusions of the mentioned review seem to be completely
       opposed to the proposed transaction.

   5. The participation in the transaction of the main Company's
       competitor under the proposed terms presents serious concerns
       regarding the protection of minority shareholders' interests.
       Furthermore, this participation does not comply with Spanish
       and European Community existing antitrust decisions.

   This preliminary evaluation is without prejudice to the report
that Endesa's Board of Directors should issue in case of the approval
of the tender offer by the CNMV (Spanish Stock Exchange Commission)
after obtaining the remaining pertinent administrative authorizations,
in compliance with the article 20.3 of Royal Decree 1197/1991, issued
on 26th of July of 1991, on the Takeover Bids Regime.
   The Board of Directors endorses its commitment to the Company's
Business Plan on a stand-alone basis, since it's one of the five
European largest electricity groups, the first private electricity
Company in Latin America and the leader in the Iberian market, and it
has a solid, adecuate and ongoing Strategic Plan which ensures growth
and profitability.

   Considering all the above mentioned, the Board of Directors will
adopt all available legal actions in order to defend both Company and
shareholder's interests.