Press Release

 October 20, 1998; h 12:00

Today the Board of Directors of Saipem S.p.A. (ENI Group), resolved to submit for
approval to the Extraordinary Meeting of Shareholders to be convened within the first
half of December, the option for holders of savings shares to convert them into ordinary
shares, at face value. This conversion may be requested with no time limits.

Ordinary shares resulting from this conversion will carry the same dividend rights as
other ordinary shares outstanding at the time of the request of this conversion.

In addition, in compliance with Legislative Degree N.° 58, of the Italian Republic, the
Board resolved to submit to the approval of the Meeting to modify and/or integrate
Saipem’s by-Laws as follows:

• Savings Shares
  to describe (i) the rights granted to savings shares issued pursuant to the resolution of
  the Shareholders’ Meeting of 11 December, 1985, and (ii) the procedures relative to
  statutory reports to the joint representatives of bond holders;
  in case of delisting from the Italian Stock Exchange of either ordinary shares or savings
  shares, savings shares will be converted into ordinary shares, at face value.
  
  
• Qualified Majority at the Extraordinary Meeting of Shareholders
  resolutions of Extraordinary Meetings of Shareholders, convened in first, in second and
  in third call, shall be passed with the vote of not less than two thirds of the shares
  represented at such meetings;
  
  
• Call of the Meeting of the Board of Directors by the Board of Statutory Auditors
  the Board of Statutory Auditors, or at least two members of the Board, shall be granted
  the power to call the Meeting of the Board of Directors;
  
  
• Reports of the Directors to the Board of Statutory Auditors
  to establish the criteria with which Directors report to the Board of Statutory Auditors
  about material issues regarding Saipem or its subsidiaries on results, financing, assets
  and/or potential conflicts of interests;
  
  
• Limits to the appointment of members to the Board of Statutory Auditors
  Members of the Board of the Statutory Auditors cannot be members of similar boards in
  more than four companies having securities registered on regulated markets;
  

Furthermore, the Board resolved to present to the Meeting the following amendments
and/or integrations to the by-Laws:

• Collection of Proxies among shareholders who are Company Employees
  in order to promote the collection of proxies from shareholders who are Company
  employees and members of associations of shareholders, Saipem will provide such
  associations with facilities to be used for communication purposes and to collect
  proxies;
  
  
• Quorum at the Extraordinary Meeting of Shareholders
  the quorum for the Extraordinary Meeting of Shareholders, if convened in second call,
  shall be reduced to one third of the voting share capital;
  
  
• Video Conference
  the meetings of the Board of Directors of the Company may take place by way of video
  conference.
  

The Board also granted to the Chairman the power to call the Meeting of the Holders of
Savings Shares in order to appoint their joint representative.


San Donato Milanese, October 20, 1998.