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eni.com

FRANCESCO GATTEI

CHIEF FINANCIAL OFFICER

Direct Telephone (+39)-02-52031014

FRANCESCO ESPOSITO

HEAD OF ACCOUNTING AND FINANCIAL STATEMENTS

Direct Telephone (+39)-02-52061632

Prot. CFO/172/2020/P

September 30, 2020

United States Securities and Exchange
Commission

100 F Street N.E., Stop 7010

Washington, D.C. 20549

Attention: H.
Roger Schwall

Assistant Director

Office of natural
resources

 Re: Eni SpA

Form 20-F for the Fiscal
Year Ended December 31, 2019

Filed April 2, 2020

File No. 1-14090

Dear Mr. Schwall:

Thank you for your letter dated September 21,
2020 setting forth the comments from the staff (the “Staff”) of the United States Securities and Exchange Commission
on the annual report on Form 20-F of Eni S.p.A. (“Eni”) for the year ended December 31, 2019 (the “Form 20-F”).
The information set forth below is submitted in response to your comments.

Business Overview

Exploration and Production

Oil and Gas Properties, Operations and Acreage,
page 45

 1. Expand your disclosure to provide the expiration dates of material concentrations of your undeveloped
acreage by geographic area as of December 31, 2019. Refer to the disclosure requirements in Items 1208 (b) of Regulation S-K.

Response

We do not expect any material impact on our production and development
plans to arise from the expiration dates of our undeveloped acreage. As matter of fact, significant concentrations of undeveloped
acreage as of the end of 2019, intending those representing at least 5% of the Company’s total undeveloped acreage, related
mainly to exploration properties.

By generally industry practice, exploration permits are short or
medium term in nature. As a result, many of our significant exploration permits have short minimum remaining terms. However, when
an exploration permit nears expiration, an evaluation is carried out and either the acreage is relinquished or, where activities
are ongoing or firmly planned, a renewal process is commenced.  In Eni’s experience, the renewal process is generally
successful. In various cases, in addition, Eni has the right to renew under the terms of the lease or the concession.

Therefore, we do not believe that disclosing the minimum remaining
terms of leases and concessions for our undeveloped acreage would be material for investors.

Supplemental Oil and Gas Information (Unaudited)

Oil and Natural Gas Reserves, page F-152

 2. Expand your disclosure to clarify the extent to which the reserves and production figures presented
under this section include natural gas and/or crude oil and condensate volumes consumed in operations to comply with FASB ASC 932-235-50-10.

    2

Response

Please note that on page F-153, where
we discuss, among other things, the reporting criteria for proved reserves, we disclose that “oil and gas reserves quantities
include [..] (ii) volumes of natural gas used for own consumption”. We believe that is consistent with industry practice.

The volumes of gas consumed in operations
are reported in Item 4 of our Annual Report on Form 20-F for the year 2019. On pages 38, 42 and 43, we explain that the difference
between produced quantities (page 38: 679 million BOE “barrels-of-oil equivalent”, sum of volumes pertaining to subsidiaries
and equity-accounted entities) and quantities of hydrocarbons delivered for sale (page 43: 634 million BOE, sum of volumes pertaining
to subsidiaries and equity-accounted entities) consists of volumes of gas consumed in operations.

With reference to the
guidance provided in FASB ASC 932-235-50-10, please note that as of December 31, 2019 we did not have any contractual
obligations to produce and sell a significant portion of reserves at prices that were substantially below those at which the
oil and gas could otherwise be sold in the absence of the contractual obligation. Furthermore, we do not expect unusually
high development or lifting costs in our future plans to produce our proved reserves. Finally, in the discussion about our
undeveloped proved reserves and amounts that have remained proved undeveloped for five years or more (see page 40 of our 2019
filing), as well as in the discussion of our activities by country of operations (see pages 49-57 of our 2019 filing), it is
disclosed to extent to which the development of our reserves depends on building any major pipeline or other major
facilities.

In response to the Staff’s comment,
to enhance the clarity of the disclosure, we will also add the volumes of gas consumed in operations where we describe the reporting
criteria for reserves. For illustration of this future disclosure, the corresponding paragraph of the 2019 Form 20-F would read
as follows (additional disclosure highlighted):

Oil and gas reserves quantities
include: (i) oil and natural gas quantities in excess of cost recovery which the company has an obligation to purchase under certain
PSAs with governments or authorities, whereby the company serves as producer of reserves. Reserves volumes associated with oil
and gas deriving from such obligation represent 4%, 4% and 1.6% of total proved reserves as of December 31, 2019, 2018 and 2017,
respectively, on an oil equivalent basis; (ii) volumes of natural gas used for own consumption with produced volumes amounting
to 245, 235 and 191 BCF in 2019, 2018 and 2017, respectively; (iii) the quantities of hydrocarbons related to the Angola
LNG plant.

    3

……

The following table presents
yearly changes in estimated proved reserves, developed and undeveloped, of crude oil (including condensate and natural gas liquids)
and natural gas as of December 31, 2019, 2018 and 2017.

“………………………………………………………………………………………………………………..

    Natural Gas

    (billion cubic feet)

    2019
    Italy
    Rest of

 Europe
    North

 Africa
    Egypt
    Sub -

Saharan

Africa
    Kazakhstan
    Rest of

 Asia
    America
    Australia

 and

 Oceania
    Total

    Consolidated subsidiaries

    Reserves at December 31, 2018
      1,199
      320
      2,890
      5,275
      3,506
      1,989
      1,217
      277
      651
      17,324

    of which: developed
      980
      300
      1,447
      3,331
      1,871
      1,846
      822
      154
      452
      11,203

    undeveloped
      219
      20
      1,443
      1,944
      1,635
      143
      395
      123
      199
      6,121

    Purchase of Minerals in Place

      7

      7

    Revisions of Previous Estimates
      (310 )
      4
      267
      467
      747
      79
      104
      (23 )
      (108 )
      1,227

    Improved Recovery

    Extensions and Discoveries

      2

      78

      274
      4

      358

    Production (b)
      (137 )
      (64 )
      (419 )
      (551 )
      (210 )
      (99 )
      (198 )
      (24 )
      (36 )
      (1,738 )

    Sales of Minerals in Place (a)

      (18 )

      (48 )
      (1 )

      (67 )

    Reserves at December 31, 2019
      752
      262
      2,738
      5,191
      4,103
      1,969
      1,349
      240
      507
      17,111

    Equity-accounted entities

    Reserves at December 31, 2019

      360
      14

      310

      1,716

      2,400

    of which: developed

      276
      14

      57

      1,716

      2,063

    undeveloped

      84

      253

      337

    Purchase of Minerals in Place

      405

      405

    Revisions of Previous Estimates

      76
      1

      13

      1

      91

    Improved Recovery

    Extensions and Discoveries

      (2 )

      (2 )

    Production

      (67 )
      (1 )

      (36 )

      (69 )

      (173 )

    Sales of Minerals in Place

    Reserves at December 31, 2019

      772
      14

      287

      1,648

      2,721

    Reserves at December 31, 2019
      752
      1,034
      2,752
      5,191
      4,390
      1,969
      1,349
      1,888
      507
      19,832

    Developed
      657
      839
      1,388
      4,777
      1,946
      1,969
      685
      1,834
      322
      14,417

    consolidated subsidiaries
      657
      242
      1,374
      4,777
      1,858
      1,969
      685
      186
      322
      12,070

    equity-accounted entities

      597
      14

      88

      1,648

      2,347

    Undeveloped
      95
      195
      1,364
      414
      2,444

      664
      54
      185
      5,415

    consolidated subsidiaries
      95
      20
      1,364
      414
      2,245

      664
      54
      185
      5,041

    equity-accounted entities

      175

      199

      374

    (a) Includes
    17.6 BCF as part of a long-term supply agreement to a state-owned national oil company, whereby the buyer has paid the price
    without lifting the underlying volume in exercise of the take-or-pay clause because it is very likely that the buyer will
    not redeem its contractual right to lift (make up) the volume paid.

    (b) It includes production volumes of natural gas consumed in
    operations. Said volumes were 245 BCF in 2019.

 3. Your explanation of the changes in total proved reserves provided on pages 38 and 39 identifies
multiple factors impacting your proved reserves as well as both positive and negative changes summed into a single quantity without
indicating the specific amount attributable to each factor. For example, the discussion on page 38 discloses the net change resulting
from the combination of purchases and sales of proved reserves.

Expand your disclosure to address
the overall change in the line item by identifying the specific amount attributable to each factor that resulted in changes in
the total net quantities of your proved reserves. Any figures that are net of both positive and negative

    4

factors should be separately
identified and quantified such that the changes in each line item are fully explained.

In particular, disclosure relating
to revisions in previous estimates should identify the individual underlying factors such as the changes caused by commodity prices,
well performance, uneconomic proved undeveloped locations or changes resulting from the removal of proved undeveloped locations
due to changes in a previously adopted

development plan.

This comment applies to the disclosure
of significant changes in total proved reserves for each line item shown in the reserves reconciliation, other than production,
and for each of the periods presented, e.g. the periods ending December 31, 2019, 2018 and 2017, respectively, and to the disclosure
of material changes that occurred in proved undeveloped reserves during the current fiscal year provided on page 40. Refer to FASB
ASC 932-235-50-5, Item 302(b) of Regulation S-K, and Item 1203(b) of Regulation S-K, respectively.

Response

We acknowledge your comment. Generally, our
disclosure practice is to not offset significant positive and negative amounts and changes.

We respectfully observe that the net effect
of portfolio transactions in our reserve movements for the year 2019 disclosed on page 38 is necessary for the discussion of a
replacement ratio of reserves both reported and on an organic basis i.e. excluding portfolio transactions, which is the measure
of performance monitored by the management. Nevertheless, on page 39, sales and purchase of minerals-in-place are disclosed separately
for each type of transaction, assets type and for subsidiaries and equity-accounted entities. Also on page 39, as required by FASB
ASC 932-235-50-5, changes in proved reserves are commented separately with explanations of significant changes with respect to
each of the following factors:

 - Revisions of previous estimates

 - Extensions and discoveries

 - Purchases

 - Sales

The discussion addressed
separately subsidiaries and equity-accounted entities. However, in response to the Staff’s comments, in future filings
we will provide further break-downs of the changes in the Company’s proved reserves by disclosing the specific volumes
attributable to each factor that resulted in changes in the total net quantities of our proved reserves.

    5

For illustration of this future disclosure,
the corresponding paragraphs of the 2019 Form 20-F would read as follows (additional disclosure highlighted):

Pages No.
38-39 of Eni’s Annual Report on Form-20-F for the year 2019

“Eni’s
proved reserves as of December 31, 2019 totaled 7,268 mmBOE (liquids 3,601 mmBBL; natural gas 19,832 BCF). Eni’s proved reserves
reported an increase of 115 mmBOE, or 1.6%, from December 31, 2018 due to progress made in the year in exploring for and developing
new reserves and property acquisitions net of property sales.

……

Eni’s subsidiaries
added 548 mmBOE of proved oil and gas reserves in 2019 net of sales and purchase of minerals-in-place. This comprised 236 mmBBL
of liquids and 1,525 BCF of natural gas. The breakdown of additions to proved reserves is the following:

 (i) extensions and discoveries were up by 101 mmBOE of which 34 mmBBL of crude oil and 358 BCF of
natural gas. The increase of 34 mmBBL in oil reserves were driven for 21 mmBBL by the final investment decisions relating
to the Assa North field in Nigeria and the Agogo field in the operated Block 15/06 offshore Angola. The 358 BCF additions to
gas reserves were driven for 274 BCF by the final investment decisions made for the projects of Udr-Ghasha in the offshore
United Arab Emirates.

 (ii) revisions of previous estimates were up by 459 mmBOE of which 203 mmBBL of crude oil and 1,227
BCF of natural gas. Upward revisions of 747 BCF were reported in Sub-Saharan Africa and were mainly driven by the final
investment decision for the expansion of the Bonny liquefaction plant, owned by Nigeria LNG (Eni’s interest 10,4%). Upward
revisions of 467 BCF were reported in Egypt due to progress in development activities at the Zohr and other minor projects.
Upward revisions of 267 BCF were reported in North Africa and were mainly driven by progress in the development at Berkine
North fields in Algeria. Downward revisions of 310 BCF were reported in Italy due to the removal of uneconomical reserves
reflecting lower commodity prices.

Upward revisions of proved reserves
of crude oil were mainly reported in Kazakhstan for 79 mmBBL and were due to progress in developing the Kashagan and Karachaganak
projects. Upward revisions of 37 mmBBL were reported in North Africa mainly due to the development of the Berkine North
fields in Algeria and other contributions from Libya. Upward revisions of 46 mmBBL were reported in Sub-Saharan Africa and
were driven by progress in development activities in Congo and Angola, while 45 mmBBL of upward revisions in the rest of Asia
were due to entitlement effects;

 (iii) purchases of mineral-in-place added 29 mmBBL of crude oil proved reserves in America and
mainly related to an investment in the Oooguruk production field in Alaska

 (iv) sales of minerals-in-place were 29 mmBBL in America and mainly related to the disposal of
our entire interest in an asset in Ecuador. Sales of proved reserves of gas were 67 BCF of which the largest amount of 48 BCF was
in Asia and mainly related to the farm-out of a 20% interest in the Merakes discovery in Indonesia. In addition, sales

    6

    of minerals-in-place
include approximately 18 BCF of proved reserves of gas as part of a long-term supply agreement to a state-owned national oil company,
whereby the buyer has paid the price without lifting the underlying volume due to the take-or-pay clause, as discussed above.

Eni’s share of equity-accounted entities

Eni’s share of equity-accounted entities
added 246 mmBOE of proved oil and gas reserves in 2019 net of sale and purchase minerals-in-place. The breakdown of total additions
to proved reserves is the following: (i) revisions of previous estimates added 42 mmBBL of proved reserves of
crude oil mainly in the Rest of Europe driven by development activities at the Balder X field in Norwa