DUKE ENERGY CORP, SC 14D1, 1999-02-25

DUKE ENERGY CORP
SC 14D1, 1999-02-25
ELECTRIC SERVICES

Previous: DUCOMMUN INC /DE/, 8-A12B, 1999-02-25

Next: DUPONT E I DE NEMOURS & CO, SC 13G, 1999-02-25

<PAGE>

<PAGE>
________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

- ----------------------------------------------------------
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

- ----------------------------------------------------------
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
(NAME OF SUBJECT COMPANY)

DUKE ENERGY INTERNATIONAL, L.L.C.
DUKE ENERGY CORPORATION
(BIDDERS)

<TABLE>
<S> <C>
COMMON STOCK, NO PAR VALUE
(INCLUDING THAT REPRESENTED BY
AMERICAN DEPOSITARY SHARES) 29244T101
(TITLE OF CLASS OF SECURITIES) (CUSIP NUMBER OF CLASS OF SECURITIES)
</TABLE>

CAROL GRAEBNER, ESQ.
GENERAL COUNSEL
DUKE ENERGY INTERNATIONAL, L.L.C.
5400 WESTHEIMER COURT
HOUSTON, TEXAS 77056-5310
TELEPHONE: (713) 627-6542
FACSIMILE: (713) 627-5219
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS OF BEHALF OF BIDDERS)
------------------------
COPY TO:
FREDERICK S. GREEN, ESQ.
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
TELEPHONE: (212) 310-8000
FACSIMILE: (212) 310-8007

------------------------
CALCULATION OF FILING FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<S> <C>
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
- ------------------------------------------------------------------------------------------------------------------
$253,058,905 $50,611.78
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

* For purposes of calculating the amount of the filing fee only. The
calculation assumes the purchase of 501,947,400 shares of common stock, no
par value (the 'Shares'), at a price per Share of 250 Chilean pesos in cash
translated into U.S. dollars at an exchange rate of Ch$495.88 per U.S.
dollar, which was the Observed Exchange Rate (as defined in the U.S. Offer to
Purchase) on February 22, 1999.

** 1/50th of one percent of the Transaction Valuation.

[ ] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(a)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.

<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
</TABLE>

(Continued on following pages)
(Page 1 of Pages)

________________________________________________________________________________

<PAGE>

CUSIP No. 29244T101 14D-1 Page 2 of

<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS: DUKE ENERGY INTERNATIONAL L.L.C.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 56-2051206
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON OO
</TABLE>
2

<PAGE>

<PAGE>
CUSIP No. 29244T101 14D-1 Page 3 of
<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS: DUKE ENERGY GLOBAL ASSET DEVELOPMENT, INC.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 88-0366429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF NEVADA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO

</TABLE>

<PAGE>

<PAGE>
CUSIP No. 29244T101 14D-1 Page 4 of

<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS: DUKE ENERGY SERVICES, INC.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 48-0650320
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO

</TABLE>

<PAGE>

<PAGE>
CUSIP No. 29244T101 14D-1 Page 5 of

<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS: PANENERGY CORP.
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 74-2150460
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO
</TABLE>

<PAGE>

CUSIP No. 29244T101 14D-1 Page 6 of

<TABLE>
<C> <S> <C>
1 NAME OF REPORTING PERSONS: DUKE CAPITAL CORPORATION
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 51-0282142
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: BK, WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF DELAWARE
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO

</TABLE>

<PAGE>

CUSIP No. 29244T101 14D-1 Page 7 of

<TABLE>
<S> <C> <C>
1 NAME OF REPORTING PERSONS: DUKE ENERGY CORPORATION
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSONS: 56-0205520
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS: N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED N/A [ ]
PURSUANT TO ITEMS 2(e) OR 2(f):
6 CITIZENSHIP OR PLACE OF ORGANIZATION: STATE OF NORTH CAROLINA
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON O
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES N/A [ ]
CERTAIN SHARES
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON CO

</TABLE>

<PAGE>

<PAGE>
ITEM 1. SECURITY AND SUBJECT COMPANY.

(a) The class of equity securities to which this Statement relates is the
shares of common stock, no par value (the 'SHARES'), of Empresa Nacional de
Electricidad S.A. (the 'COMPANY' or 'ENDESA-CHILE'), a publicly traded stock
corporation (sociedad anonima abierta) organized under the laws of the Republic
of Chile. The principal executive offices of the Company are located at Santa
Rosa 76, Santiago, Chile.

(b) This statement relates to the offer by Duke Energy International,
L.L.C., a limited liability company organized under the laws of Delaware, USA
('BIDDER'), to purchase for cash outstanding Shares of the Company and American
Depositary Shares (the 'ADSs'), each representing 30 Shares and evidenced by
American Depositary Receipts, representing in the aggregate up to 501,947,400
Shares, at a price of Chilean pesos 250 per Share and Chilean pesos 7,500 per
ADS, in each case net to the seller in cash and without interest thereon, upon
the terms and subject to the conditions set forth in the U.S. Offer to Purchase
dated February 25, 1999 (the 'U.S. OFFER TO PURCHASE') and in the related Form
of Acceptance, ADS Letter of Transmittal and ADS Notice of Guaranteed Delivery,
copies of which are attached hereto as Exhibits (a)(1), (a)(2), (a)(3) and
(a)(11) (which, as amended or supplemented from time to time, together
constitute the 'U.S. OFFER').

(c) The information set forth in Section 7 'Price Range of Shares and ADSs;
Dividends' of the U.S. Offer to Purchase is incorporated herein by reference.

ITEM 2. IDENTITY AND BACKGROUND.

(a)-(d) This Statement is being filed by Bidder, ('DUKE'), Duke Energy
Global Asset Development, Inc., a Nevada corporation ('GLOBAL ASSET'), Duke
Energy Services, Inc., a Delaware corporation ('DESI'), PanEnergy Corp., a
Delaware corporation ('PANENERGY'), Duke Capital Corporation, a Delaware
corporation ('DUKE CAPITAL') and Duke Energy Corporation, a North Carolina
corporation ('DUKE'). Bidder is a wholly owned direct subsidiary of Global Asset
and a wholly-owned indirect subsidiary of DESI, PanEnergy, Duke Capital and
Duke. The information set forth in Section 9 'Certain Information Concerning the
Purchaser and Duke' is incorporated herein by reference. The name, business
address, present principal occupation or employment, material occupations,
positions, offices or employments during the last five years and citizenship of
each director and executive officer of Bidder, Global Asset, DESI, PanEnergy,
Duke Capital and Duke is set forth on Schedule I to this U.S. Offer to Purchase
and is incorporated herein by reference.

(e)(f) Neither Bidder nor Global Asset, DESI, PanEnergy, Duke Capital nor
Duke, nor, to the best of their knowledge, any of the persons listed in
Schedule I of the U.S. Offer to Purchase, has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.

ITEM 3. PAST CONTACTS, TRANSACTIONS, OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Introduction and Section 11
'Background of the Offers; Past Contacts, Transactions or Negotiations with the
Company' of the U.S. Offer to Purchase is incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

(a)-(b) The information set forth in Section 10 'Source and Amount of
Funds' of the U.S. Offer to Purchase is incorporated herein by reference.

<PAGE>

<PAGE>
ITEM 5. PURPOSE OF THE TENDER U.S. OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

(a)-(e) The information set forth in the Introduction and Section 12
'Purpose of the Offers; Plans for the Company' of the U.S. Offer to Purchase is
incorporated herein by reference.

(f)-(g) The information set forth in Section 13 'Effect of the Offers on
the Market for the Shares and ADSs; Registration of Shares Under the Exchange
Act' of the U.S. Offer to Purchase is incorporated herein by reference.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) The information set forth in the Introduction, Section 11
'Background of the Offers; Past Contacts, Transactions or Negotiations with the
Company,' Section 9 'Certain Information Concerning the Purchaser and Duke' and
Schedule I of the U.S. Offer to Purchase is incorporated herein by reference.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

The information set forth in the Introduction, Section 9 'Certain
Information Concerning the Purchaser and Duke,' Section 11 'Background of the
Offers; Past Contacts, Transactions or Negotiations with the Company' and
Schedule I of the U.S. Offer to Purchase is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The information set forth in Section 17 'Fees and Expenses' of the U.S.
Offer to Purchase is incorporated herein by reference.

ITEM 9. FINANCIAL STATEMENTS TO CERTAIN BIDDERS.

The information set forth in Section 9 'Certain Information Concerning the
Purchaser and Duke' of the U.S. Offer to Purchase and the financial statements
and notes related thereto contained in Duke's Annual Report on Form 10-K for the
year ended December 31, 1997 and in Duke's quarterly report on Form 10-Q for the
nine months ended September 30, 1998 filed with the Securities and Exchange
Commission (the 'Commission') are incorporated herein by reference.

ITEM 10. ADDITIONAL INFORMATION.

(a) None.

(b)-(c) The information set forth in Section 16 'Certain Legal Matters;
Regulatory Approvals' of the U.S. Offer to Purchase is incorporated herein by
reference.

(d) The information set forth in Section 13 'Effect of the Offers on the
Market for Shares and ADSs; Registration of Shares under the Exchange Act;
Margin Regulations' of the U.S. Offer to Purchase is incorporated herein by
reference.

(e) Not applicable.

(f) The information set forth in the U.S. Offer to Purchase, the ADS Letter
of Transmittal and the Form of Acceptance is incorporated herein by reference in
its entirety.

<PAGE>

<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- --------------------- -------------------------------------------------------------------------------------------

<S> <C>
Exhibit (a)(1) U.S. Offer to Purchase dated February 25, 1999.
Exhibit (a)(2) Form of Acceptance for Shares.
Exhibit (a)(3) Letter of Transmittal with respect to the ADSs (including Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9).
Exhibit (a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
for ADSs.
Exhibit (a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees for ADSs.
Exhibit (a)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
for Shares.
Exhibit (a)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees for Shares.
Exhibit (a)(8) Text of press release issued by Duke dated February 18, 1999, announcing the tender offer
(English version).
Exhibit (a)(9) Text of press release issued by Duke dated February 18, 1999, announcing the tender offer
(Spanish version).
Exhibit (a)(10) Text of Tombstone advertisement dated February 25, 1999, published in The Wall Street
Journal.
Exhibit (a)(11) Notice of Guaranteed Delivery.
Exhibit (a)(12) English translation of Notice of Intent to Acquire Control dated February 18, 1999,
published in La Segunda.*
Exhibit (a)(13) Text of press release issued by Duke dated February 23, 1999 (English Version).
Exhibit (a)(14) English translation of supplement to Notice of Intent to Acquire Control dated February 25,
1999, published in El Mercurio.
Exhibit (a)(15) English translation of Notice to Acquire Shares of Empresa Empresa Nacional de Electricidad
S.A. through a 'Remate' dated February 25, 1999 published in El Mercurio.
Exhibit (b)(1) Credit Agreement dated as of August 25, 1997 among Duke Capital, the banks listed therein
and The Chase Manhattan Bank, as administrative agent (filed as an exhibit to Duke
Capital's Current Report on Form 8-K dated February 24, 1999)**
Exhibit (b)(2) Credit Agreement dated as of August 24, 1998 among Duke Capital, the banks listed therein
and The Chase Manhattan Bank, as administrative agent (filed as an exhibit to Duke
Capital's Current Report on Form 8-K dated February 24, 1999)**
Exhibit (b)(3) Commitment letter dated February 24, 1999 between Duke Capital and NationsBank, N.A.
Exhibit (f)(1) Slide presentation to analysts.
</TABLE>

- ------------

* To be filed by amendment

** Incorporated by reference

<PAGE>

<PAGE>
SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated February 25, 1999

DUKE ENERGY INTERNATIONAL, L.L.C.

By: /s/ Bruce A. Williamson
...................................
Name: Bruce A. Williamson
Title: President and Chief
Executive Officer

DUKE ENERGY CORPORATION

DUKE ENERGY GLOBAL ASSET
DEVELOPMENT, INC.

DUKE ENERGY SERVICES, INC.

PANENERGY CORP.

DUKE CAPITAL CORPORATION

By: /s/ Bruce A. Williamson
...................................
Name: Bruce A. Williamson
Title: Authorized person

<PAGE>

<PAGE>
EXHIBIT INDEX
DESCRIPTION

<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------------- ---------------------------------------------------------------------------------------------------

<S> <C>
(a)(1) U.S. Offer to Purchase dated February 25, 1999.
(a)(2) Form of Acceptance for Shares.
(a)(3) Letter of Transmittal with respect to the ADSs (including Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9).
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for ADSs.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees for ADSs.
(a)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees for
Shares.
(a)(7) Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees for Shares.
(a)(8) Text of press release issued by Duke dated February 18, 1999, announcing the tender offer (English
version).
(a)(9) Text of press release issued by Duke dated February 18, 1999, announcing the tender offer (Spanish
version).
(a)(10) Text of Tombstone advertisement dated February 25, 1999, published in The Wall Street Journal.
(a)(11) Notice of Guaranteed Delivery.
(a)(12) English translation of Notice of Intent to Acquire Control dated February 18, 1999, published in La
Segunda.*
(a)(13) Text of Press release issued by Duke dated February 23, 1999 (English Version).
(a)(14) English translation of supplement to Notice of Intent to Acquire Control dated February 25, 1999,
published in El Mercurio.
(a)(15) English translation of Notice to Acquire Shares of Empresa Empresa Nacional de Electricidad S.A.
through a 'Remate' dated February 25, 1999 published in El Mercurio.
(b)(1) Credit Agreement dated as of August 25, 1997 among Duke Capital, the banks listed therein and The
Chase Manhattan Bank, as administrative agent (filed as an exhibit to Duke Capital's Current Report
on Form 8-K dated February 24, 1999)**
(b)(2) Credit Agreement dated as of August 24, 1998 among Duke Capital, the banks listed therein and The
Chase Manhattan Bank, as administrative agent (filed as an exhibit to Duke Capital's Current Report
on Form 8-K dated February 24, 1999)**
(b)(3) Commitment letter dated February 24, 1999 between Duke Capital and NationsBank, N.A.
(f)(1) Slide presentation to analysts.
</TABLE>

- ------------

* To be filed by amendment

** Incorporated by reference

<PAGE>

<PAGE>
EXHIBIT (a)(1)

<PAGE>

<PAGE>
U.S. OFFER TO PURCHASE FOR CASH SHARES OF COMMON STOCK AND
AMERICAN DEPOSITARY SHARES REPRESENTING IN THE AGGREGATE
UP TO 501,947,400 SHARES OF COMMON STOCK
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
AT
CHILEAN PESOS 250 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 7,500 NET PER AMERICAN DEPOSITARY SHARE
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING 30 SHARES OF COMMON STOCK)
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS THE U.S. OFFER IS
EXTENDED.

THIS OFFER (REFERRED TO HEREIN AS THE 'U.S. OFFER') IS BEING MADE IN
CONJUNCTION WITH AN OFFER (THE 'CHILEAN OFFER' AND, TOGETHER WITH THE U.S.
OFFER, THE 'OFFERS') BY DUKE ENERGY INTERNATIONAL, L.L.C. (THE 'PURCHASER')
TO PURCHASE 3,680,947,436 SHARES OF COMMON STOCK, NO PAR VALUE (THE
'SHARES'), OF EMPRESA NACIONAL DE ELECTRICIDAD S.A. (THE 'COMPANY'). THE
U.S. OFFER IS OPEN TO ALL HOLDERS OF AMERICAN DEPOSITARY SHARES
('ADSs') AND TO ALL HOLDERS OF SHARES WHO ARE NOT CHILEAN PERSONS
(AS DEFINED BELOW). HOLDERS OF SHARES WHO ARE NOT CHILEAN PERSONS
WILL NOT BE PERMITTED TO TENDER THEIR SHARES IN THE CHILEAN OFFER.

THE OFFERS WILL NOT PROCEED UNLESS SHAREHOLDERS OF THE COMPANY APPROVE THE
BYLAW AMENDMENTS (DESCRIBED BELOW) BY THE AFFIRMATIVE VOTE OF HOLDERS OF AT
LEAST 75% OF THE OUTSTANDING SHARES (INCLUDING SHARES REPRESENTED BY ADSs) AT
AN EXTRAORDINARY MEETING OF THE COMPANY'S SHAREHOLDERS. ALL HOLDERS OF SHARES
AND/OR ADSs ARE URGED TO VOTE THEIR SHARES AND/OR ADSs IN FAVOR OF THE BYLAW
AMENDMENTS, WHETHER OR NOT THEY INTEND TO TENDER THEIR SHARES AND/OR ADSs IN
THE OFFERS.

THE CHILEAN OFFER WILL BE EFFECTED PURSUANT TO AN AUCTION TRANSACTION ON THE
BOLSA DE COMERCIO DE SANTIAGO (THE 'SANTIAGO STOCK EXCHANGE'), COMMONLY
REFERRED TO AS A 'REMATE' (THE 'CHILEAN AUCTION'). THE PURCHASER WILL
PURCHASE SHARES DURING, BUT OUTSIDE OF, THE U.S. OFFER PURSUANT TO THE
CHILEAN AUCTION. THESE PURCHASES MAY BE MADE AT PRICES HIGHER THAN THE
U.S. OFFER PRICE. HOWEVER, IF PURCHASES ARE MADE AT A HIGHER PRICE,
THEN, PRIOR TO THE EXPIRATION OF THE U.S. OFFER, THE U.S. OFFER PRICE
WILL BE INCREASED TO THE HIGHEST PRICE PAID BY THE
PURCHASER IN THE CHILEAN AUCTION.

THE U.S. OFFER IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING (I) SHAREHOLDER
APPROVAL AT A MEETING HELD ON OR BEFORE APRIL 8, 1999 (THE 'BYLAW MEETING') OF
AMENDMENTS TO ARTICLES 5 BIS AND 32 BIS OF THE COMPANY'S BYLAWS (TOGETHER,
THE 'BYLAW AMENDMENTS') INCREASING THE PERCENTAGE OF SHARES THAT MAY BE
BENEFICIALLY OWNED AND VOTED BY ONE SHAREHOLDER (OR GROUP OF SHAREHOLDERS)
FROM 26% TO 65% OF THE OUTSTANDING SHARES OF THE COMPANY AND THE
EFFECTIVENESS UNDER APPLICABLE CHILEAN LAW OF THE BYLAW AMENDMENTS (THE
'BYLAW AMENDMENT CONDITION') AND (II) THE PURCHASE IN THE CHILEAN
AUCTION BY THE PURCHASER OF 3,680,947,436 SHARES (THE 'AUCTION
CONDITION'). THIS U.S. OFFER IS SUBJECT TO OTHER CUSTOMARY TERMS AND
CONDITIONS. PLEASE SEE 'SECTION 15. CERTAIN CONDITIONS
OF THE U.S. OFFER.'

AS OF THE DATE HEREOF, THE BOARD OF DIRECTORS OF THE COMPANY HAS NOT REVIEWED
THE U.S. OFFER AND HAS NOT TAKEN A POSITION WITH RESPECT TO THE U.S. OFFER.
PURSUANT TO RULE 14e-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED (THE 'EXCHANGE ACT'), WITHIN 10 BUSINESS DAYS AFTER THE
DATE OF THIS U.S. OFFER TO PURCHASE, THE COMPANY IS REQUIRED TO PROVIDE
THE COMPANY'S SECURITY HOLDERS A STATEMENT OF
ITS POSITION WITH RESPECT TO THE U.S. OFFER

To assist you in connection with the U.S. Offer, please contact the
Information Agent or the Dealer Manager at their respective addresses and
telephone numbers set forth on the back cover of this U.S. Offer to Purchase.
Additional copies of this U.S. Offer to Purchase, Form of Acceptance, ADS Letter
of Transmittal and ADS Notice of Guaranteed Delivery also may be obtained from
the Information Agent, the Dealer Manager, brokers, dealers, commercial banks or
trust companies.

The Dealer Manager for the U.S. Offer is:

[Logo]

February 25, 1999

<PAGE>

<PAGE>
IMPORTANT INFORMATION

TENDERS BY HOLDERS OF SHARES. Any holder of Shares of the Company desiring
to tender all or any portion of the Shares owned by such holder in the U.S.
Offer should either (1) complete and sign the Form of Acceptance (or a copy
thereof) in accordance with the instructions in the Form of Acceptance and mail
or deliver it together with the Titulo(s) (certificate(s) of title) evidencing
such tendered Shares and all other required documents to Harris Trust Company of
New York, as receiving agent for the U.S. Offer (the 'RECEIVING AGENT'), or
tender such Shares pursuant to the procedures for book-entry transfer set forth
in 'Section 3. Procedure for Accepting the U.S. Offer -- Holders of Endesa-Chile
Shares' or (2) request his or her broker, dealer, commercial bank, trust company
or other nominee to effect the transaction for him or her. A shareholder having
Shares registered in the name of a broker, dealer, commercial bank, trust
company or other nominee must contact such person if he or she desires to tender
such Shares. If the Purchaser is required to accept for payment tendered Shares
and/or ADSs on a pro rata basis because more than 501,947,400 Shares are validly
tendered prior to the Expiration Date and not withdrawn, Shares will be
purchased only in multiples of 30 Shares.

TENDERS BY HOLDERS OF ADSs. Any holder of ADSs desiring to tender all or
any portion of the ADSs owned by such holder should either (1) complete and sign
the ADS Letter of Transmittal or a copy thereof in accordance with the
instructions contained in the ADS Letter of Transmittal and mail or deliver the
ADS Letter of Transmittal together with the American Depositary Receipts (the
'ADRS') evidencing tendered ADSs and all other required documents to the
Receiving Agent or tender such ADSs pursuant to the procedures for book-entry
transfer set forth in 'Section 4. Procedure for Accepting the U.S.
Offer -- Holders of Endesa-Chile ADSs' or (2) request his or her broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
him or her. A holder having ADSs registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such person if he
or she desires to tender such ADSs. Any holder of ADSs who desires to tender
ADSs and whose certificates evidencing such ADSs are not immediately available
and cannot deliver such ADSs and all other required documents to the Receiving
Agent by the expiration of the U.S. Offer or who cannot comply with the
procedures for book-entry transfer on a timely basis must tender such ADSs
pursuant to the guaranteed delivery procedure set forth in 'Section 4. Procedure
for Accepting the U.S. Offer -- Holders of Endesa-Chile ADSs.'

CONSENT TO BYLAW AMENDMENTS. Holders of Shares who desire to vote their
Shares in favor of the Bylaw Amendments should either (1) appear in person at
the Bylaw Meeting and vote such Shares or (2) complete and deliver the Power of
Attorney included in the Form of Acceptance, in accordance with the instructions
set forth therein. Holders of ADSs who desire to vote in favor of the Bylaw
Amendments and who have questions as to voting procedures should contact the
Information Agent at (888) 750-5834 or (212) 750-5833 or the Dealer Manager at
(800) 881-8320.

SETTLEMENT OF U.S. OFFER PRICE. The purchase price for the ADSs accepted
for payment pursuant to the U.S. Offer will be paid in U.S. dollars, with the
dollar amount thereof being determined by reference to the average exchange rate
at which commercial banks conduct authorized transactions in Chile as determined
by the Central Bank of Chile and published in the Official Gazette of Chile (the
'OBSERVED EXCHANGE RATE') as in effect on the date of payment. The purchase
price for the Shares accepted for payment pursuant to the U.S. Offer will be
paid in Chilean pesos. All tendering holders will bear exchange rate risks and
costs if they wish to convert the currency received into another currency. In
addition, the right of a holder of Shares to convert Chilean pesos received upon
the sale of its Shares pursuant to the U.S. Offer into another currency and to
expatriate these proceeds to a country other than Chile may be affected by the
terms of the foreign investment contract pursuant to which such holder acquired
its Shares. See 'Section 2. Acceptance for Payment.'

<PAGE>

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----

<S> <C>
INTRODUCTION............................................................................................... 1

RELIEF GRANTED BY THE COMMISSION........................................................................... 2

CONSENT TO BYLAW AMENDMENTS................................................................................ 3

THE U.S. OFFER............................................................................................. 4

1. Terms of the U.S. Offer; Expiration Date.......................................................... 4
2. Acceptance for Payment............................................................................ 5
3. Procedure for Accepting the U.S. Offer -- Holders of Endesa-Chile Shares.......................... 6
4. Procedure for Accepting the U.S. Offer -- Holders of Endesa-Chile ADSs............................ 8
5. Withdrawal Rights................................................................................. 10
6. Certain Tax Considerations........................................................................ 11
7. Price Range of Shares and ADSs; Dividends......................................................... 13
8. Certain Information Concerning the Company........................................................ 15
9. Certain Information Concerning the Purchaser and Duke............................................. 19
10. Source and Amount of Funds........................................................................ 23
11. Background of the Offers; Past Contacts, Transactions or Negotiations with the Company............ 24
12. Purpose of the Offers; Plans for the Company...................................................... 26
13. Effect of the Offers on the Market for the Shares and ADSs; Registration of Shares under the
Exchange Act; Margin Regulations.................................................................. 27
14. Extension of Tender Period; Termination; Amendment................................................ 28
15. Certain Conditions of the U.S. Offer.............................................................. 29
16. Certain Legal Matters; Regulatory Approvals....................................................... 30
17. Fees and Expenses................................................................................. 32
18. Miscellaneous..................................................................................... 33

Schedule I Information Concerning the Directors and Executive Officers of Duke, the Purchaser, Duke Global
Asset Development, Inc., Duke Energy Services, Inc., PanEnergy Corp., and Duke Capital
Corporation..................................................................................... 34
</TABLE>

<PAGE>

<PAGE>
To the Holders of Shares of Common Stock and of
American Depositary Shares of Empresa Nacional de Electricidad S.A.:

INTRODUCTION

Duke Energy International, L.L.C., a Delaware limited liability company
(the 'PURCHASER') and a wholly-owned, indirect subsidiary of Duke Energy
Corporation, a North Carolina corporation ('DUKE'), hereby offers to purchase
for cash as herein provided shares of Common Stock, no par value (the 'SHARES'),
of Empresa Nacional de Electricidad S.A., a publicly-traded stock corporation
incorporated under the laws of the Republic of Chile (the 'COMPANY' or
'ENDESA-CHILE'), plus a number of American Depositary Shares, each representing
30 Shares (the 'ADSs'), which Shares and ADSs represent, in the aggregate, up to
501,947,400 Shares, at a price of Chilean pesos 250 per Share, net to the seller
in cash and without interest thereon, and at a price of Chilean pesos 7,500 per
ADS, net to the seller in cash and without interest thereon, in each case upon
the terms and subject to the conditions set forth in this U.S. Offer to Purchase
and in the related Form of Acceptance, ADS Letter of Transmittal and ADS Notice
of Guaranteed Delivery (which, as amended or supplemented from time to time,
together constitute the 'U.S. OFFER').

Concurrent with the U.S. Offer, the Purchaser is making the Chilean Offer
for 3,680,947,436 Shares. The aggregate number of Shares (including Shares
represented by ADSs) sought in the two Offers is 4,182,894,836 Shares (51% of
the outstanding Shares).

The Purchaser will purchase Shares during, but outside of, the U.S. Offer
pursuant to the Chilean Auction. These purchases may be made at prices higher
than the U.S. Offer price. However, if such purchases are made at a higher
price, then, prior to the expiration of the U.S. Offer, the price for all Shares
and ADSs purchased in the U.S. Offer will be increased to the highest price paid
by the Purchaser in the Chilean Auction.

The Estatutos of the Company (the 'BYLAWS') currently prohibit any person
from owning and from voting, directly or indirectly through related parties,
more than 26% of the voting capital stock of the Company. Accordingly, the
Offers are subject to the satisfaction of the Bylaw Amendment Condition. In
order for this condition to be satisfied, an extraordinary meeting of the
Company's shareholders (the 'BYLAW MEETING') must be called to consider
amendments to Articles 5 bis and 32 bis of the Bylaws (together the 'BYLAW
AMENDMENTS') to increase the percentage of Shares that a single shareholder (or
group of shareholders) may beneficially own and vote in the Company from 26% to
65% of the outstanding Shares of the Company. As of the date of this U.S. Offer
to Purchase, the Company had not scheduled the Bylaw Meeting or established a
record date for such meeting. Approval of the Bylaw Amendments requires the
affirmative vote of at least 75% of the outstanding Shares (including Shares
represented by ADSs).

Duke and the Purchaser urge all holders of Shares and ADSs to vote their
Shares and/or ADSs in favor of the Bylaw Amendments at the Bylaw Meeting when it
is called by the Company regardless of whether such holders intend to tender
their Shares and/or ADSs in the U.S. Offer.

Should holders of at least 75% of the outstanding Shares approve the Bylaw
Amendments, Chilean law requires the publication and recording of the
shareholder approval before the Bylaw Amendments will be effective. The time
required to obtain the publication and recording of the shareholder approval is
uncertain. While there can be no assurance as to this timing, Duke's Chilean
counsel advises that these actions could be accomplished within 10 business
days.

The U.S. Offer currently is scheduled to expire at 12:00 midnight, New York
City time, on Friday, April 9, 1999. The Chilean Auction will be scheduled to
occur as soon as practicable (and, in any event, within 20 Chilean trading days)
after effectiveness of the Bylaw Amendments. Subject to applicable law and to
the extent practicable, the U.S. Offer will be extended as necessary to cause
the U.S. Offer to expire no later than 24 hours after the completion of the
Chilean Auction.

Tendering holders of Shares whose Shares are registered in their own name
and who tender directly to the Receiving Agent will not be obligated to pay
brokerage fees, commissions or stock

<PAGE>

<PAGE>
transfer taxes on the sale of their Shares pursuant to the U.S. Offer. Tendering
holders of ADSs who have ADSs registered in their own name and who tender
directly to the Receiving Agent will not be obligated to pay brokerage fees,
commissions or, except as set forth in Instruction 6 of the ADS Letter of
Transmittal, transfer taxes on the sale of their ADSs pursuant to the U.S.
Offer. The Purchaser will pay all charges and expenses of Credit Suisse First
Boston Corporation ('CSFB' or the 'DEALER MANAGER'), Harris Trust Company of New
York (the 'RECEIVING AGENT') and Innisfree M&A Incorporated (the 'INFORMATION
AGENT') incurred in connection with the U.S. Offer. See 'Section 17. Fees and
Expenses.'

According to the Company's Annual Report on Form 20-F for the year ended
December 31, 1997 (the 'COMPANY 20-F'), filed by the Company with the U.S.
Securities and Exchange Commission (the 'COMMISSION'), as of December 31, 1997
there were 8,201,754,580 Shares outstanding, including 899,538,180 Shares
represented by ADSs. As of the date hereof, Duke does not beneficially own any
Shares or ADSs. If Shares and/or ADSs representing 4,182,894,836 Shares are
validly tendered and accepted for payment pursuant to the Offers, Duke would
beneficially own in the aggregate approximately 51% of the outstanding Shares
(based on the number of Shares reported to be outstanding as of December 31,
1997).

THE PURPOSE OF THE U.S. OFFER AND THE CHILEAN OFFER IS TO ACQUIRE CONTROL
OF, AND A MAJORITY OF THE EQUITY INTEREST IN, THE COMPANY. DUKE INTENDS, AS SOON
AS PRACTICABLE AFTER CONSUMMATION OF THE OFFERS, TO SEEK MAJORITY REPRESENTATION
ON THE COMPANY'S BOARD OF DIRECTORS.

THIS U.S. OFFER TO PURCHASE AND THE RELATED FORM OF ACCEPTANCE, ADS LETTER
OF TRANSMITTAL AND THE ADS NOTICE OF GUARANTEED DELIVERY CONTAIN IMPORTANT
INFORMATION AND SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE ANY DECISION
IS MADE WITH RESPECT TO THE U.S. OFFER.

RELIEF GRANTED BY THE COMMISSION

In order to facilitate the making of the U.S. Offer, the Commission has
issued orally an order (the 'COMMISSION ORDER') granting Duke and its
subsidiaries (including the Purchaser) relief with respect to certain rules
under the Exchange Act. Specifically, the Commission Order confirms that (1) the
Chilean Offer may be conducted without compliance with Section 14(d) of the
Exchange Act and the rules promulgated thereunder and (2) subject to the
condition that Duke make the Chilean Offer available to all holders of Shares
excluded from the U.S. Offer, Duke is not required by Rule 14d-10 under the
Exchange Act to make the U.S. Offer available to holders who are eligible to
participate in the Chilean Offer. In addition, the Division of Corporation
Finance of the Commission has orally confirmed that it will not recommend that
the Commission take enforcement action as a result of Duke commencing the U.S.
Offer within six, rather than five, U.S. business days from the date it publicly
announced the Offers.

The Commission has also orally granted Duke and its subsidiaries, CSFB,
Duke's Chilean stockbroker and other nominees or brokers of Duke or its
subsidiaries, in each case acting as their agents, certain exemptive relief from
the provisions of Rule 10b-13 under the Exchange Act (the '10b-13 EXEMPTION').
Rule 10b-13 prohibits a person making a cash tender offer for an equity security
registered under Section 12 of the Exchange Act from, directly or indirectly,
purchasing or making any arrangement to purchase such equity security or any
security convertible into, or exchangeable for such equity security, otherwise
than pursuant to the tender offer, from the time the offer is publicly announced
until its expiration. Accordingly, in the absence of the exemptive relief, the
application of Rule 10b-13 would prohibit the Purchaser and its affiliates from
purchasing Shares pursuant to the Chilean Auction. The 10b-13 Exemption permits
the purchase of Shares by the Purchaser and its affiliates pursuant to the
Chilean Auction during (but outside) the U.S. Offer and the entering, by such
persons, into such arrangements and agreements and the taking by such persons of
such other steps, as may be necessary or advisable under Chilean law and stock
exchange requirements to effect the Chilean Auction.

Duke and its subsidiaries have agreed that the 10b-13 Exemption is subject
to the following conditions: (1) no purchases or arrangements to purchase Shares
(including ADSs representing

<PAGE>

<PAGE>
Shares) shall be made in the United States other than pursuant to the U.S. Offer
and no such purchases shall be made outside of the United States except pursuant
to the Chilean Auction; (2) Duke shall promptly disclose in the United States
and Chile, by means of a press release, information regarding purchases of
Shares in the Chilean Auction, shall provide such information upon request to
holders or beneficial owners of Shares without charge to such persons and shall
disclose information regarding such purchases to the Superintendencia de Valores
y Seguros (the 'CHILEAN SECURITIES COMMISSION' or 'SVS') and the Santiago Stock
Exchange as required by the rules and regulations of such authorities; (3) Duke
shall provide to the Division of Market Regulation of the Commission (the
'DIVISION'), upon request, a daily time-sequenced schedule of all purchases of
Shares made outside the U.S. Offer and prior to the termination or expiration of
the U.S. Offer, on a transaction by transaction basis, including: (a) size,
broker (if any), time of execution and price of each purchase and (b)
identification of the exchange, quotation system or other facility through which
the purchase occurred; (4) if Duke or its subsidiaries increase the price paid
in the Chilean Auction, then, prior to the expiration of the U.S. Offer, Duke
and its subsidiaries shall increase the price in the U.S. Offer to be the
highest price paid by Duke or any of its subsidiaries for Shares in the Chilean
Auction; (5) the Statement on Schedule 14D-1 (the '14D-1') filed by Duke and the
Purchaser with the Commission and this U.S. Offer to Purchase shall disclose
that if Duke or its subsidiaries increase the price paid in the Chilean Auction,
then, prior to the expiration of the U.S. Offer, Duke and its subsidiaries shall
increase the price in the U.S. Offer to the highest price paid by Duke or any of
its subsidiaries for Shares in the Chilean Auction; (6) Duke and its
subsidiaries shall comply with any applicable Chilean laws and any applicable
rules of the Santiago Stock Exchange; (7) Duke and its subsidiaries shall retain
all documents and other information required to be maintained pursuant to the
exemption for a period of not less than two years from the date of termination
of the U.S. Offer; (8) upon the request of the Division, Duke and its
subsidiaries shall transmit the information specified in clause (3) to the
Division at its offices in Washington, D.C. within 30 days of its request; (9)
representatives of Duke and its subsidiaries shall be made available (in person
at the offices of the Division in Washington, D.C. or by telephone) to respond
to inquiries of the Division relating to their records; and (10) except as
otherwise exempted, Duke and its subsidiaries shall comply with Rule 10b-13.

The Commission has indicated that it will confirm in writing the Commission
Order and 'no action' relief described above.

CONSENT TO BYLAW AMENDMENTS

THE OFFERS WILL NOT PROCEED UNLESS SHAREHOLDERS OF THE COMPANY APPROVE THE
BYLAW AMENDMENTS BY THE AFFIRMATIVE VOTE OF HOLDERS OF AT LEAST 75% OF THE
OUTSTANDING SHARES (INCLUDING SHARES REPRESENTED BY ADSs).

Duke expects that the Company will schedule an extraordinary shareholders'
meeting to vote on the Bylaw Amendments, although as of the date of this U.S.
Offer to Purchase, the Company has not yet done so. Failure to hold this meeting
on or before April 8, 1999 will result in a failure of a condition to the U.S.
Offer. Duke urges all holders of Shares and ADSs to vote their Shares and/or
ADSs in favor of the Bylaw Amendments regardless of whether such holders intend
to tender their Shares and/or ADSs in the U.S. Offer.

Pursuant to Chilean law, the Bylaw Amendments, even if adopted by the
holders of 75% of the outstanding Shares as required by the Bylaws, will not
become effective until they are published and recorded. While there can be no
assurance as to this timing, Duke's Chilean counsel advises that these actions
could be accomplished within 10 business days. The Bylaw Amendment Condition to
the U.S. Offer will not be satisfied until the Bylaw Amendments are effective
under Chilean law.

VOTING PROCEDURES -- HOLDERS OF SHARES. In order to vote Shares in favor of
the Bylaw Amendments, holders of Shares must either (1) appear in person at the
Bylaw Meeting when it is

<PAGE>

<PAGE>
scheduled by the Company and vote their Shares or (2) complete and deliver the
Power of Attorney included in the Form of Acceptance, in accordance with the
instructions set forth therein.

VOTING INSTRUCTIONS -- HOLDERS OF ADSs. Holders of ADSs who desire to vote
in favor of the Bylaw Amendments and who have questions as to voting procedures
should contact the Information Agent at (888) 750-5834 or (212) 750-5833 or the
Dealer Manager at (800) 881-8320.

The Deposit Agreement pursuant to which the ADSs are issued provides that,
upon receipt of any notice of any meeting of holders of Shares, the ADS
Depositary will provide to the ADS holders copies of all materials received by
it and request from such holders voting instructions. Upon receipt of any such
instructions, the ADS Depositary is required to vote or cause to be voted (or to
grant a proxy to a person designated by the Company to vote) the ADSs in
accordance with the instructions set forth in such request. The ADS Depositary
shall not, under any circumstance, exercise any voting discretion over the ADSs.
If no voting instructions are received by the ADS Depositary on or before the
record date with respect to any vote of shareholders, then a holder shall be
deemed to have instructed the ADS Depositary to give a discretionary proxy with
full powers of substitution to the Chairman of the Board of Directors of the
Company (or a person designated by him) on any matters other than contested
matters that may affect substantially the rights or privileges attributable to
the ADSs. Currently, Citibank, N.A. is the ADS Depositary.

UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THE ADS LETTER OF TRANSMITTAL, BY
EXECUTING AN ADS LETTER OF TRANSMITTAL, THE HOLDER THEREBY INSTRUCTS THE ADS
DEPOSITARY TO VOTE ALL ADSs HELD BY SUCH HOLDER IN FAVOR OF THE BYLAW
AMENDMENTS.

THE U.S. OFFER

1. TERMS OF THE U.S. OFFER; EXPIRATION DATE.

Upon the terms and subject to the conditions set forth in the U.S. Offer,
the Purchaser will accept for payment and pay for Shares and ADSs representing
in the aggregate up to 501,947,400 Shares that are validly tendered by the
Expiration Date and not withdrawn as provided in Section 5. The term 'EXPIRATION
DATE' shall mean 12:00 midnight, New York City time, on Friday, April 9, 1999,
unless the Purchaser shall have extended the period of time for which the U.S.
Offer is open, in which event the term 'EXPIRATION DATE' shall mean the latest
time and date at which the U.S. Offer, as so extended by the Purchaser, shall
expire.

If Shares and/or ADSs representing in the aggregate more than 501,947,400
Shares are validly tendered by the Expiration Date and not withdrawn, the
Purchaser will, upon the terms and subject to the conditions of the U.S. Offer,
purchase such Shares and ADSs on a pro rata basis. If proration of tendered
Shares and ADSs is required, Shares will be purchased only in multiples of 30
Shares (a 'SHARE MULTIPLE'). Proration for each holder of Shares will be based
on the ratio that the number of Share Multiples tendered by such holder bears to
the sum of the number of Share Multiples tendered by all tendering holders of
Shares plus the number of ADSs tendered by all tendering holders of ADSs.
Proration for each holder of ADSs will be based on the ratio that the number of
ADSs tendered by such holder bears to the sum of the number of Share Multiples
tendered by all tendering holders of Shares plus the number of ADSs tendered by
all tendering holders of ADSs. If not more than 501,947,400 Shares (including
Shares represented by ADSs) are validly tendered by the Expiration Date and not
withdrawn, the Purchaser will, upon the terms and subject to the conditions of
the U.S. Offer, purchase all Shares and/or ADSs so tendered and not withdrawn.

If proration of tendered Shares and/or ADSs is required, because of the
difficulty of determining the number of Shares and ADSs validly tendered and not
withdrawn, the Purchaser does not expect to be able to announce the final
results of such proration until at least seven New York Stock Exchange ('NYSE')
trading days after the Expiration Date. Preliminary results of such proration
will be announced by press release as promptly as practicable after such date.
Holders of Shares and ADSs may obtain preliminary information from the Dealer
Manager or the Information Agent and may be able to obtain such information from
their brokers. The Purchaser

<PAGE>

<PAGE>
will not pay for any Shares or ADSs accepted for payment pursuant to the U.S.
Offer until the final proration factor is known.

The U.S. Offer is subject to certain conditions set forth in Section 15,
including satisfaction of the Bylaw Amendment Condition and the Auction
Condition. If any such condition is not satisfied, the Purchaser may terminate
the U.S. Offer and return all tendered Shares and ADSs to tendering
shareholders, extend the U.S. Offer and, subject to withdrawal rights as set
forth in Section 5, retain all such Shares and ADSs until the expiration of the
U.S. Offer as so extended, waive such conditions and, subject to any requirement
to extend the period of time during which the U.S. Offer is open, purchase all
Shares and ADSs validly tendered by the Expiration Date and not withdrawn, or
delay acceptance for payment or payment of Shares and ADSs, subject to
applicable law, until satisfaction or waiver of the conditions of the U.S.
Offer. For a description of the Purchaser's right to extend the period of time
during which the U.S. Offer is open and to amend, delay or terminate the U.S.
Offer, see Sections 14 and 15.

A request has been made to the Company for the use of its shareholder
registry and security position listings for the purpose of disseminating the
U.S. Offer to holders of Shares and ADSs. This U.S. Offer to Purchase and the
related Form of Acceptance, ADS Letter of Transmittal and ADS Notice of
Guaranteed Delivery will be mailed to record holders of Shares and ADSs,
respectively, who are not Chilean Persons and will be furnished to brokers,
banks and similar persons whose names, or the names of whose nominees, appear on
the shareholder list or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares and ADSs.

2. ACCEPTANCE FOR PAYMENT.

Upon the terms and subject to the conditions of the U.S. Offer, the
Purchaser will accept for payment and pay for Shares and ADSs validly tendered
by the Expiration Date and not withdrawn as soon as practicable after the later
of the Expiration Date and the satisfaction or waiver of the conditions set
forth in Section 15. In addition, the Purchaser reserves the right, in its sole
discretion and subject to applicable law, to delay the acceptance for payment or
payment for Shares and ADSs in order to comply in whole or in part with any
applicable law. For a description of the Purchaser's right to terminate the U.S.
Offer and not accept for payment or pay for Shares and/or ADSs or to delay
acceptance for payment or payment for Shares and ADSs, see Section 14.

For purposes of the U.S. Offer, the Purchaser shall be deemed to have
accepted for payment tendered Shares and ADSs when, as and if the Purchaser
gives oral or written notice to the Receiving Agent of its acceptance of the
tenders of such Shares and ADSs. Payment for Shares and ADSs accepted for
payment pursuant to the U.S. Offer will be made by deposit of the purchase price
with the Receiving Agent which will act as agent for the tendering shareholders
for the purpose of receiving payments from the Purchaser and transmitting such
payments to tendering shareholders. In all cases, payment for Shares and ADSs
accepted for payment pursuant to the U.S. Offer will be made only after timely
receipt by the Receiving Agent of Titulo(s) for such Shares and ADRs for such
ADSs (or of a confirmation of a book-entry transfer of such Shares and ADSs,
into the Receiving Agent's account at the Book-Entry Transfer Facility (as
defined in Section 4)), a properly completed and duly executed Form of
Acceptance (in the case of Shares) or ADS Letter of Transmittal (in the case of
ADSs) (or facsimiles thereof) and all other required documents Accordingly,
payment may be made to tendering shareholders at different times if delivery of
the Shares and ADSs and other required documents occur at different times. For a
description of the procedure for tendering Shares and ADSs pursuant to the U.S.
Offer, see Sections 3 and 4. Payment for Shares and ADSs also may be delayed in
the event of proration due to the difficulty of determining the number of Shares
and ADSs validly tendered. Under no circumstances will interest be paid by the
Purchaser on the consideration paid for Shares and ADSs pursuant to the U.S.
Offer regardless of any delay in making such payments.

If the Purchaser increases the consideration to be paid for Shares and ADSs
pursuant to the U.S. Offer, the Purchaser will pay such increased consideration
for all Shares and ADSs purchased pursuant to the U.S. Offer.

<PAGE>

<PAGE>
Each sale of ADSs pursuant to the U.S. Offer will be settled in U.S.
dollars after conversion from Chilean pesos based on the Observed Exchange Rate
in effect on the date of payment. Each sale of Shares pursuant to the U.S. Offer
will be settled in Chilean pesos. All tendering holders will bear exchange rate
costs and risks if they wish to convert the currency received into other
currencies. The right of a holder of Shares to convert the Chilean pesos
received upon the sale of its Shares pursuant to the U.S. Offer into another
currency and to expatriate these proceeds to a country other than Chile may be
affected by the terms of the foreign investment contract pursuant to which such
holder acquired its Shares. Shareholders should be aware that they will bear
additional exchange rate risks should the U.S. Offer be extended (including, for
example, in case the purchase price is increased either in the Chilean Offer or
the U.S. Offer) or should proration of Shares and ADSs tendered in the U.S.
Offer be required.

The Purchaser reserves the right to transfer or assign, in whole or, from
time to time, in part, to one or more of its affiliates the right to purchase
Shares and ADSs tendered pursuant to the U.S. Offer, but any such transfer or
assignment will not relieve the Purchaser of its obligations under the U.S.
Offer or prejudice the rights of tendering shareholders to receive payment for
Shares and ADSs validly tendered and accepted for payment.

If any tendered Shares and ADSs are not purchased pursuant to the U.S.
Offer for any reason, or if certificates are submitted for more Shares and ADSs
than are tendered, certificates for such unpurchased or untendered Shares and
ADSs will be returned (or, in the case of Shares and ADSs tendered by book-entry
transfer, such Shares and ADSs will be credited to an account maintained at the
Book-Entry Transfer Facility), without expense to the tendering shareholder, as
promptly as practicable following the expiration or termination of the U.S.
Offer.

3. PROCEDURE FOR ACCEPTING THE U.S. OFFER -- HOLDERS OF ENDESA-CHILE
SHARES.

Any persons other than Chilean Persons who hold Shares and who desire to
accept the U.S. Offer in respect of all or any portion of such holder's Shares
should complete Boxes 1 and 3 and, if appropriate, Box 4 and sign Box 2 of the
Form of Acceptance in accordance with the instructions printed thereon. An
accepting holder of Shares should submit the completed Form of Acceptance,
together with the Titulo(s) evidencing ownership of Shares, or a certificate
from the Deposito Central de Valores (the 'DCV') evidencing the number of Shares
held on deposit in the case of Shares held at the DCV, a duly signed Traspaso
stock transfer with the number of Shares in blank and power of attorney to
complete such a Traspaso in the manner provided in the Form of Acceptance and in
the case of Shares held on deposit at the DCV, a letter to the DCV instructing
the DCV to perform a book-entry transfer in favor of the Purchaser to the
Receiving Agent by mail at the address shown on the back cover of this U.S.
Offer to Purchase, or preferably by hand delivery during normal business hours
to the same address. References in this Section to a holder of Shares shall
include references to the person or persons executing a Form of Acceptance and,
in the event of more than one person executing a Form of Acceptance, the
provisions of this Section shall apply to them jointly and severally. As used
herein, 'CHILEAN PERSONS' means individuals of Chilean nationality or legal
entities incorporated in Chile in accordance with Chilean law who, in each case,
are not 'U.S. Persons' as defined in Rule 902(o) of Regulation S under the
Securities Act.

BOOK-ENTRY TRANSFER. Shares held in book-entry form may be tendered by
sending or submitting by hand to the Receiving Agent at its address set forth on
the back cover of this U.S. Offer to Purchase a completed Form of Acceptance,
together with a duly signed Traspaso with the number of Shares in blank together
with (i) a letter to the DCV instructing the DCV to perform a book-entry
transfer in favor of the Purchaser for such number of Shares as may be specified
in the Traspaso in accordance herewith; and (ii) the certificate issued by the
DCV evidencing the number of Shares held on deposit with such facility and
indicating that such Shares are free and clear of liens, pledges or
encumbrances.

CERTIFICATES OF TITLE AND/OR OTHER DOCUMENT(s) OF TITLE. If the Titulo(s)
are not readily available, the Form of Acceptance should nevertheless be
completed, signed and returned to the Receiving Agent as soon as possible and
the Titulo(s) should be forwarded as soon as possible thereafter. If the
Titulo(s) are lost, the holder of Shares should follow the procedures set
forth in

<PAGE>

<PAGE>
Article 21 of the Rules of Law 18.046 of the Chilean Companies Law and thereupon
request the Gerente General of the Company, at Santa Rosa 76, Santiago, Chile,
telephone (562) 630-9000, to issue substitute Titulo(s). When completed, the
new Titulo(s) must be submitted to the Receiving Agent, in accordance with the
above-described procedure, in support of the Form of Acceptance.

THE METHOD OF DELIVERY OF TITULO(s) FOR SHARES AND ALL OTHER REQUIRED
DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING SHAREHOLDER AND THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE RECEIVING AGENT.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE A TIMELY DELIVERY. IF
TITULO(s) FOR SHARES ARE SENT BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

FORM OF ACCEPTANCE. Each holder of Shares by whom or on whose behalf a Form
of Acceptance is executed irrevocably undertakes, represents, warrants and
agrees to and with the Purchaser (so as to bind the holder and the holder's
personal representatives, heirs, successors and assigns) to the following
effect:

(a) that the execution of a Form of Acceptance shall constitute: (i) an
acceptance of the U.S. Offer in respect of the number of Shares inserted or
deemed to be inserted in Box 1 of the Form of Acceptance; and (ii) an
undertaking to execute all further documents and give all further assurances
which may be required to enable the Purchaser to obtain the full benefit of this
Section and/or perfect any of the authorities expressed to be given hereunder,
on and subject to the terms and conditions set out or referred to in this
document and the Form of Acceptance and that, subject only to the rights set out
in 'Section 5. Withdrawal Rights,' each such acceptance shall be irrevocable;

(b) that the Shares in respect to which the U.S. Offer is accepted or
deemed to be accepted are sold free from all liens, equities, charges and
encumbrances and together with all rights now or hereafter attaching thereto,
including voting rights and the right to all dividends, other distributions and
interest payments hereafter declared, made or paid;

(c) that the execution of the Form of Acceptance constitutes, subject to
the accepting holder not having validly withdrawn his or her acceptance, the
irrevocable appointment of any of the Receiving Agent acting on behalf of the
Purchaser, its directors and agents as such holder's attorney and/or agent (the
'ATTORNEY') and an irrevocable instruction to the attorney to complete and
execute his or her signed Traspaso and all or any form(s) of transfer and/or
other document(s) at the discretion of the attorney in relation to the Shares
referred to in paragraph (a) above in respect of which the accepting holder of
Shares has not validly withdrawn acceptance in favor of the Purchaser or such
other person or persons as the Purchaser may direct and to deliver such form(s)
of transfer and/or other document(s) at the discretion of the attorney together
with the Titulo(s) and/or other document(s) of title relating to such Shares
and to do all such other acts and things as may in the opinion of the attorney
be necessary or expedient for the purpose of, or in connection with, the
acceptance of the U.S. Offer and to vest in the Purchaser or its nominee(s) the
Shares as aforesaid;

(d) that the execution of the Form of Acceptance constitutes, subject to
the accepting holder of Shares not having validly withdrawn its acceptance, an
irrevocable authority and request (i) to the Company, its Gerente General or its
agents to procure the registration of the transfer of the Shares pursuant to the
U.S. Offer and the delivery of the new Titulo(s) and/or other document(s) of
title in respect thereof to the Purchaser or as the Purchaser may direct; and
(ii) to the Purchaser or its agents to record and act upon any instructions with
regard to notices and payments which have been recorded in the records of the
Company in respect of such holder's holding(s) of Shares;

(e) that the holder of Shares will deliver to the Receiving Agent at the
address shown on the back page of the U.S. Offer to Purchase such holder's
Titulo(s) and/or document(s) of title in respect of the Shares referred to in
paragraph (a) or an indemnity acceptable to the Purchaser in lieu thereof, as
soon as possible;

(f) that this Section shall be incorporated in and form part of the Form of
Acceptance, which shall be read and construed accordingly; and

<PAGE>

<PAGE>
(g) that the holder agrees to ratify each and every act or thing which may
be done or effected by the Purchaser or any of its directors or agents or the
Company or its agents, as the case may be, in the proper exercise of any of its
power and/or authorities thereunder.

PARTIAL TENDERS. If fewer than all of the Shares delivered to the Receiving
Agent are to be tendered, the holder thereof should so indicate in the Form of
Acceptance by filling in the number of Shares which are to be tendered in Box 1
of the Form of Acceptance. In such case, a new Titulo for the remainder of the
Shares represented by the old Titulo will be sent to the person(s) signing
such Form of Acceptance (or delivered as such person properly indicates thereon)
as promptly as practicable following the date the tendered Shares are purchased.

ALL SHARES DELIVERED TO THE RECEIVING AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED. SEE INSTRUCTION 1 OF THE FORM OF
ACCEPTANCE.

ACCEPTANCE OF OFFER AND REPRESENTATIONS BY HOLDER. The tender of Shares
pursuant to any one of the procedures described above will constitute the
tendering shareholder's acceptance of the U.S. Offer, as well as the tendering
shareholder's representation and warranty that (a) such shareholder owns the
Shares being tendered within the meaning of Rule 14e-4 promulgated under the
Exchange Act, (b) the tender of such Shares complies with Rule 14e-4, (c) such
shareholder is not a Chilean Person and (d) such shareholder has the full power
and authority to tender and assign the Shares tendered, as specified in the Form
of Acceptance. The Purchaser's acceptance for payment of Shares tendered
pursuant to the U.S. Offer will constitute a binding agreement between the
tendering shareholder and the Purchaser upon the terms and subject to the
conditions of the U.S. Offer.

MATTERS CONCERNING VALIDITY, ELIGIBILITY AND ACCEPTANCE. All questions as
to the form of documents and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of Shares will be determined
by the Purchaser, in its sole discretion, which determination shall be final and
binding. The Purchaser reserves the absolute right to reject any or all tenders
of Shares determined by it not to be in proper form or the acceptance for
payment of or payment for which may, in the opinion of the Purchaser's counsel,
be unlawful. The Purchaser also reserves the absolute right to waive any defect
or irregularity in any tender of Shares. None of Duke, the Purchaser, the Dealer
Manager, the Receiving Agent, the Information Agent or any other person will be
under any duty to give notification of any defect or irregularity in tenders or
incur any liability for failure to give any such notification.

IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR TENDERING SHARES, PLEASE
TELEPHONE THE INFORMATION AGENT AT (888) 750-5834 OR (212) 750-5833 OR THE
DEALER MANAGER AT (800) 881-8320.

4. PROCEDURE FOR ACCEPTING THE U.S. OFFER -- HOLDERS OF ENDESA-CHILE ADSs.

To tender ADSs pursuant to the U.S. Offer, either (a) a properly completed
and duly executed ADS Letter of Transmittal (or facsimile thereof) and all other
documents required by the ADS Letter of Transmittal must be received by the
Receiving Agent at one of its addresses set forth on the back cover of this U.S.
Offer to Purchase and either ADRs for the ADSs to be tendered must be received
by the Receiving Agent at one of such addresses or such ADSs must be delivered
pursuant to the procedures for book-entry transfer described below (and a
confirmation of such delivery received by the Receiving Agent including an
Agent's Message (as defined below) if the tendering shareholder has not
delivered an ADS Letter of Transmittal), in each case by the Expiration Date, or
(b) the guaranteed delivery procedure described below must be complied with. The
term 'AGENT'S MESSAGE' means a message, transmitted by the Book-Entry Transfer
Facility (as hereinafter defined) to and received by the Receiving Agent and
forming a part of a book-entry confirmation which states that the Book-Entry
Transfer Facility has received an express acknowledgment from the participant
tendering the ADSs which are the subject of such book-entry confirmation that
such participant has received and agrees to be bound by the terms of the ADS
Letter of Transmittal and that the Company may enforce such agreement against
such participant.

BOOK-ENTRY DELIVERY. The Receiving Agent will establish an account with
respect to the ADSs at The Depository Trust Company ('BOOK-ENTRY TRANSFER
FACILITY') for purposes of the U.S. Offer

<PAGE>

<PAGE>
within two business days after the date of this U.S. Offer to Purchase, and any
financial institution that is a participant in the system of the Book-Entry
Transfer Facility may make delivery of ADSs by causing the Book-Entry Transfer
Facility to transfer such ADSs into the Receiving Agent's account in accordance
with the procedures of the Book-Entry Transfer Facility. However, although
delivery of ADSs may be effected through book-entry transfer, the ADS Letter of
Transmittal (or facsimile thereof) properly completed and duly executed together
with any required signature guarantees or an Agent's Message and any other
required documents must, in any case, be received by the Receiving Agent at one
of its addresses set forth on the back cover of the U.S. Offer to Purchase by
the Expiration Date, or the guaranteed delivery procedure described below must
be complied with. DELIVERY OF THE ADS LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE
DELIVERY TO THE RECEIVING AGENT.

PARTIAL TENDERS. If fewer than all of the ADSs delivered to the Receiving
Agent are to be tendered, the holder thereof should so indicate in the ADS
Letter of Transmittal by filling in the number of ADSs which are to be tendered
in the box entitled 'Number of ADSs Tendered' in the ADS Letter of Transmittal.
In such case, a new ADR for the untendered ADSs represented by the old ADR will
be sent to the person(s) signing such ADS Letter of Transmittal (or delivered as
such person properly indicates thereon) as promptly as practicable following the
date the tendered ADSs are purchased.

ALL ADSs DELIVERED TO THE RECEIVING AGENT WILL BE DEEMED TO HAVE BEEN
TENDERED UNLESS OTHERWISE INDICATED. SEE INSTRUCTION 4 OF THE ADS LETTER OF
TRANSMITTAL.

SIGNATURE GUARANTEES. Except as otherwise provided in the next sentence,
all signatures on an ADS Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program (STAMP), the Stock Exchanges Medallion Program (SEMP) or the New York
Stock Exchange Medallion Program (MSP) (an 'ELIGIBLE INSTITUTION'). Signatures
on an ADS Letter of Transmittal need not be guaranteed (a) if the ADS Letter of
Transmittal is signed by the registered holder of the ADSs tendered therewith
and such holder has not completed the box entitled 'Special Issuance
Instructions' on the ADS Letter of Transmittal or (b) if such ADSs are tendered
for the account of an Eligible Institution. See Instructions 1 and 5 of the ADS
Letter of Transmittal.

GUARANTEED DELIVERY. If a shareholder desires to tender ADSs pursuant to
the U.S. Offer and cannot deliver such ADSs and all other required documents to
the Receiving Agent by the Expiration Date, or such shareholder cannot complete
the procedure for delivery by book-entry transfer on a timely basis, such ADSs
may nevertheless be tendered if all of the following conditions are met:

(i) such tender is made by or through an Eligible Institution;

(ii) a properly completed and duly executed ADS Notice of Guaranteed
Delivery substantially in the form provided by the Purchaser is received by
the Receiving Agent (as provided below) by the Expiration Date; and

(iii) the ADRs for such ADSs (or a confirmation of a book-entry
transfer of such ADSs into the Receiving Agent's account at the Book-Entry
Transfer Facility), together with a properly completed and duly executed
ADS Letter of Transmittal (or facsimile thereof) with any required
signature guarantee or an Agent's Message and any other documents required
by the ADS Letter of Transmittal, are received by the Receiving Agent
within five NYSE trading days after the date of execution of the ADS Notice
of Guaranteed Delivery.

The ADS Notice of Guaranteed Delivery may be delivered by hand or mail or
transmitted by telegram, telex or facsimile transmission to the Receiving Agent
and must include a guarantee by an Eligible Institution in the form set forth in
such Notice.

Notwithstanding any other provisions hereof, payment for ADSs accepted for
payment pursuant to the U.S. Offer will in all cases be made only after receipt
by the Receiving Agent within the permitted period of time of ADRs evidencing
such ADSs, or of Book-Entry

<PAGE>

<PAGE>
Confirmation with respect to, a properly completed and duly executed ADS Letter
of Transmittal (or facsimile thereof), together with any required signature
guarantees (or, in the case of book-entry transfer, an Agent's Message) and any
other documents required by the ADS Letter of Transmittal. Accordingly, payment
might not be made to all tendering holders at the same time and will depend upon
when ADRs evidencing such ADSs are received by the Receiving Agent or Book-Entry
Confirmations with respect to such ADSs are received into the Receiving Agent's
account at the Book-Entry Transfer Facility.

THE METHOD OF DELIVERY OF ADSs AND ALL OTHER REQUIRED DOCUMENTS, INCLUDING
THROUGH THE BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND RISK OF THE
TENDERING SHAREHOLDER AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE RECEIVING AGENT. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED
TO ENSURE A TIMELY DELIVERY. IF CERTIFICATES FOR ADSs ARE SENT BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.

ACCEPTANCE OF U.S. OFFER AND REPRESENTATIONS BY HOLDER. The tender of ADSs
pursuant to any one of the procedures described above will constitute the
tendering shareholder's acceptance of the U.S. Offer, as well as the tendering
shareholder's representation and warranty that (a) such shareholder owns the
ADSs being tendered within the meaning of Rule 14e-4 promulgated under the
Exchange Act, (b) the tender of such ADSs complies with Rule 14e-4, (c) such
shareholder is not a Chilean Person and (d) such shareholder has the full power
and authority to tender and assign the ADSs tendered, as specified in the ADS
Letter of Transmittal. The Purchaser's acceptance for payment of ADSs tendered
pursuant to the U.S. Offer will constitute a binding agreement between the
tendering shareholder and the Purchaser upon the terms and subject to the
conditions of the U.S. Offer.

MATTERS CONCERNING VALIDITY, ELIGIBILITY AND ACCEPTANCE. All questions as
to the form of documents and the validity, eligibility (including time of
receipt) and acceptance for payment of any tender of ADSs will be determined by
the Purchaser, in its sole discretion, which determination shall be final and
binding. The Purchaser reserves the absolute right to reject any or all tenders
of ADSs determined by it not to be in proper form or the acceptance for payment
of or payment for which may, in the opinion of the Purchaser's counsel, be
unlawful. The Purchaser also reserves the absolute right to waive any defect or
irregularity in any tender of ADSs. None of Duke, the Purchaser, the Dealer
Manager, the Receiving Agent, the Information Agent or any other person will be
under any duty to give notification of any defect or irregularity in tenders or
incur any liability for failure to give any such notification.

IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURE FOR TENDERING ADSs, PLEASE
TELEPHONE THE INFORMATION AGENT AT (888) 750-5834 OR (212) 750-5833 OR THE
DEALER MANAGER AT (800) 881-8320.

5. WITHDRAWAL RIGHTS.

For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Receiving Agent at its address set forth on the back cover of this U.S. Offer to
Purchase and must specify the name of the person who tendered the Shares and/or
ADSs to be withdrawn and the number of Shares and/or ADSs to be withdrawn and
the name of the registered holder of Shares and/or ADSs, if different from that
of the person who tendered such Shares and/or ADSs. If the Shares and/or ADSs to
be withdrawn have been delivered to the Receiving Agent, a signed notice of
withdrawal with (except in the case of Shares

<PAGE>

<PAGE>
and ADSs tendered by an Eligible Institution) signatures guaranteed by an
Eligible Institution must be submitted prior to the release of such Shares
and/or ADSs. In addition, such notice must specify, in the case of Shares and
ADSs tendered by delivery of certificates, the name of the registered holder (if
different from that of the tendering shareholder) and the serial numbers shown
on the particular Titulos and/or ADRs evidencing the Shares and/or ADSs to be
withdrawn or, in the case of Shares and/or ADSs tendered by book-entry transfer,
the name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Shares and/or ADSs. Withdrawals may not be
rescinded, and Shares and ADSs withdrawn will thereafter be deemed not validly
tendered for purposes of the U.S. Offer. However, withdrawn Shares and ADSs may
be re-tendered by again following one of the procedures described in Section 3
or Section 4, as applicable, at any time prior to the Expiration Date.

All questions as to the form and validity (including time of receipt) of
any notice of withdrawal will be determined by the Purchaser, in its sole
discretion, which determination shall be final and binding. None of Duke, the
Purchaser, the Dealer Manager, the Receiving Agent, the Information Agent or any
other person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for failure to
give any such notification.

6. CERTAIN TAX CONSIDERATIONS.

The following describes the material U.S. federal income tax and Chilean
tax consequences of the sale of Shares and/or ADSs pursuant to the U.S. Offer.

As used herein, the term 'U.S. HOLDER' means a beneficial owner of Shares
and/or ADSs that is, for United States federal income tax purposes, (i) an
individual who is a citizen or resident of the United States; (ii) a corporation
or partnership created or organized under the laws of the United States or any
political subdivision thereof; (iii) a trust if a court within the United States
is able to exercise primary supervision of the administration of the trust and
one or more United States persons have the authority to control all substantial
decisions of the trust; or (iv) an estate the income of which is subject to U.S.
federal income taxation regardless of its source. As used herein, the term
'NON-U.S. HOLDER' means a beneficial owner of Shares and/or ADSs that, for
United States federal income tax purposes, is not a U.S. holder.

As used herein, the term 'NON-CHILEAN HOLDER' means an owner of Shares that
is not: (i) an individual, Chilean or foreigner, who is either domiciled in or a
resident of Chile; (ii) a foreign individual who has been domiciled in or a
resident of Chile for more than three years; (iii) a Chilean corporation or
partnership; (iv) a foreign corporation or partnership that is domiciled in
Chile or that has a permanent establishment within Chile; or (v) an estate
subject to Chilean taxation. For purposes of Chilean tax law, an individual is a
resident of Chile if he has resided in Chile for more than six consecutive
months in one calendar year or for a total of six months, whether consecutive or
not, in two consecutive tax years.

U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is based upon United States federal income tax
laws presently in force. This discussion is not a full description of all tax
considerations that may be relevant to a decision to sell Shares and/or ADSs
pursuant to the U.S. Offer. In particular, this discussion deals only with
Shares and/or ADSs that are held as capital assets as defined in Section 1221 of
the United States Internal Revenue Code of 1986, as amended (the 'CODE') and
does not address the tax treatment of persons that are subject to special
treatment under the U.S. federal income tax laws. Such persons include, but are
not limited to (i) banks, financial institutions, securities dealers or traders
and insurance companies, (ii) tax-exempt entities, (iii) persons that hold
Shares and/or ADSs as a hedge or as part of a straddle or 'conversion
transaction' with other investors for tax purposes, and persons whose functional
currency is not the United States dollar, (iv) persons owning directly,
indirectly or by attribution, currently or during the past five years, 10% or
more of the Shares and/or ADSs, (v) persons who acquired Shares and/or ADSs
pursuant to the exercise of an employee stock option or otherwise as
compensation or (vi) certain expatriates or

<PAGE>

<PAGE>
former long-term residents of the United States. Moreover, the effect of any
applicable United States state or local tax laws is not discussed herein.

U.S. HOLDERS

SALE OF SHARES AND/OR ADSs. Each U.S. holder will recognize capital gain or
loss on the sale of Shares or ADSs pursuant to the U.S. Offer in an amount equal
to the difference between the amount of cash received and such U.S. holder's
adjusted basis in the Shares or ADSs. In general, any gain or loss recognized
upon the sale of Shares or ADSs pursuant to the U.S. Offer will be treated as
long-term capital gain or loss if the Shares or ADSs have been held for more
than one year and otherwise as short-term capital gain or loss. However, if the
Company is or has been a Passive Foreign Investment Company ('PFIC') at any time
since 1986, gain recognized by a U.S. holder may be treated as ordinary income,
and the tax due on such income may be subject to an interest charge, under
certain circumstances. In general, under Section 1297 of the Code, a foreign
corporation may be a PFIC for a year if 75% or more of its gross income is
passive income, or if at least 50% of its assets produce or are held for the
production of passive income. U.S. holders are urged to consult their tax
advisors regarding the specific tax consequences if the Company was a PFIC.

Any gain recognized by a U.S. holder generally will be treated as U.S.
source income. Consequently, in the case of a disposition of Shares (which,
unlike a disposition of ADSs, will be taxable in Chile), the U.S. holder would
not be able to utilize the foreign tax credit for Chilean tax imposed on the
gain unless the U.S. holder appropriately can apply the credit against tax due
on income from foreign sources. For foreign tax credit purposes, any loss
recognized by a U.S. holder generally will be allocated to U.S. source income,
except that such a loss will be allocated to foreign source income to the extent
the U.S. holder has received certain dividends in the 24 months prior to
recognizing the loss.

BACKUP WITHHOLDING TAX. A. U.S. Holder may be subject to backup withholding
at the rate of 31% on the proceeds from the sale of Shares or ADSs pursuant to
the U.S. Offer. To prevent backup withholding, each U.S. holder who accepts the
U.S. Offer must provide the Receiving Agent with the holder's correct taxpayer
identification number and certify that such holder is exempt from or otherwise
not subject to backup withholding by completing the Substitute Form W-9 included
with the ADS Letter of Transmittal or with the Form of Acceptance. For further
information concerning backup withholding and instructions for completing the
Substitute Form W-9, consult the enclosed 'Guidelines for Certification of
Taxpayer Identification Number of Substitute Form W-9.'

NON-U.S. HOLDERS

SALE OF SHARES AND/OR ADSs. Subject to the discussion of backup withholding
below, a non-U.S. holder will generally not be subject to United States federal
income or withholding tax on gain realized on the sale of Shares or ADSs
pursuant to the U.S. Offer unless (i) such gain is effectively connected with
such non-U.S. holder's conduct of a trade or business within the United States
(or, in the case of a country which has a tax treaty with the United States,
such gain is attributable to a permanent establishment or fixed place of
business in the United States) or (ii) such gain is realized by an individual
non-U.S. holder who is present in the United States for at least 183 days in the
taxable year of the sale and certain other conditions are met.

BACKUP WITHHOLDING. A non-U.S. holder may be subject to backup withholding
at the rate of 31% on the proceeds from the sale of Shares or ADSs pursuant to
the U.S. Offer. To prevent backup withholding, each non-U.S. holder who accepts
the U.S. Offer must provide the Receiving Agent with a completed Form W-8
Certificate of Foreign Status prior to receipt of any payment. A Form W-8
Certificate of Foreign Status may be obtained from the Receiving Agent.

THE TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY
AND IS BASED UPON LAWS, REGULATIONS, RULINGS AND DECISIONS NOW IN EFFECT, ALL OF
WHICH ARE SUBJECT TO CHANGE (POSSIBLY RETROACTIVELY). HOLDERS OF SHARES AND/OR
ADSs ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX
CONSEQUENCES OF THE U.S. OFFER TO THEM, INCLUDING THE APPLICATION AND EFFECT OF
THE ALTERNATIVE MINIMUM TAX, AND STATE, LOCAL AND FOREIGN TAX LAWS.

<PAGE>

<PAGE>
CHILEAN TAX CONSEQUENCES FOR NON-CHILEAN HOLDERS

The discussion set out below is based upon Chilean income tax laws
presently in force, including Ruling No. 324 of January 29, 1990 of the Chilean
Internal Revenue Service and other applicable regulations and rulings in force
on the date of this U.S. Offer to Purchase. The discussion is not intended as
tax advice to any particular holder, which can be rendered only in light of that
holder's particular tax situation. Holders of Shares and/or ADSs are urged to
consult their tax advisors with respect to the specific tax consequences of the
U.S. Offer to them.

Under Chilean law, provisions contained in statutes such as tax rates
applicable to non-Chilean investors, the computation of taxable income for
Chilean purposes and the manner in which Chilean taxes are imposed and collected
may be amended only by another statute. In addition, the Chilean tax authorities
enact rulings and regulations of either general or specific application and
interpret the provisions of Chilean tax law. Chilean tax may not be assessed
retroactively against taxpayers who act in good faith relying on such rulings,
regulations and interpretations, but Chilean tax authorities may change said
rulings, regulations and interpretations prospectively. There is no income tax
treaty in force between Chile and the United States.

SALE OF ADSs. In the case of a non-Chilean holder, the gain from the sale
of ADSs pursuant to the U.S. Offer outside Chile will not be subject to Chilean
taxation.

No Chilean stamp, issue, registration or similar taxes or duties will apply
to the sale of ADSs pursuant to the U.S. Offer.

SALE OF SHARES. In general, in the case of a non-Chilean holder, gain on
the sale of Shares pursuant to the U.S. Offer will be subject to a First
Category Income Tax only (currently imposed at a rate of 15%). However, if: (i)
the non-Chilean holder has held the Shares for less than one year, (ii) the
non-Chilean holder acquired and disposed of the Shares in the ordinary course of
its business or is a habitual trader of shares, or (iii) the non-Chilean holder
and the Purchaser are 'related parties' within the meaning of Article 17, Number
8 of the Chilean Income Tax Law, then gain recognized on a sale of Shares
pursuant to the U.S. Offer will be subject to an additional 35% tax. The First
Category Income Tax is creditable against this additional tax.

No Chilean stamp, issue, registration or similar taxes or duties will apply
to the sale of Shares pursuant to the U.S. Offer.

7. PRICE RANGE OF SHARES AND ADSs; DIVIDENDS.

PRICE RANGE OF SHARES. The Shares are listed and traded on the Santiago
Stock Exchange, the Bolsa Electronica de Chile (the 'ELECTRONIC EXCHANGE') and
the Bolsa de Corredores de Valparaiso (the 'VALPARAISO STOCK EXCHANGE')
(collectively, the 'CHILEAN STOCK EXCHANGES'). The following table sets forth,
for the periods indicated, the quarterly high and low closing prices of the
Shares on the Santiago Stock Exchange in Chilean pesos ('Ch$'). The following
information reflects nominal Chilean peso amounts as of the trade dates and has
not been restated in constant Chilean pesos.

<PAGE>

<TABLE>
<CAPTION>
PER SHARE(1)
------------------
HIGH LOW
-------CH$ -------

<S> <C> <C>
1996
First Quarter.......................................................................... 299.00 250.00
Second Quarter......................................................................... 278.00 249.80
Third Quarter.......................................................................... 292.30 255.00
Fourth Quarter......................................................................... 274.80 211.00
1997
First Quarter.......................................................................... 272.00 208.00
Second Quarter......................................................................... 324.00 244.00
Third Quarter.......................................................................... 330.00 288.50
Fourth Quarter......................................................................... 295.00 240.00
1998
First Quarter.......................................................................... 286.00 225.00
Second Quarter......................................................................... 288.00 211.00
Third Quarter.......................................................................... 235.00 122.30
Fourth Quarter......................................................................... 180.00 122.70
1999
First Quarter (through February 24).................................................... 221.00 146.00
</TABLE>

- ------------

(1) As reported by the Santiago Stock Exchange.

------------------------

On February 17, 1999, the last full day of trading on the Santiago Stock
Exchange prior to the public announcement of the Offers, the reported closing
sales price of the Shares on the Santiago Stock Exchange was Ch$211.00 per
Share. On February 24, 1999, the last full day of trading prior to the date of
this U.S. Offer to Purchase, the reported closing sales price of the Shares on
the Santiago Stock Exchange was Ch$216.00 per Share. HOLDERS OF SHARES ARE URGED
TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.

PRICE RANGE OF ADSs. The ADSs are listed and traded on the NYSE under the
symbol 'EOC.' Each ADS represents 30 Shares. The following table sets forth, for
the periods indicated, the quarterly high and low closing prices of the ADSs on
the NYSE in U.S. dollars

<TABLE>
<CAPTION>
PER ADS(1)
----------------
HIGH LOW
------US$ ------
<S> <C> <C>
1996
First Quarter............................................................................. 23 187/8
Second Quarter............................................................................ 211/2 183/4
Third Quarter............................................................................. 221/8 19
Fourth Quarter............................................................................ 197/8 151/8
1997
First Quarter............................................................................. 193/4 153/8
Second Quarter............................................................................ 237/8 181/8
Third Quarter............................................................................. 241/2 213/16
Fourth Quarter............................................................................ 211/4 1613/16
1998
First Quarter............................................................................. 195/8 143/8
Second Quarter............................................................................ 191/2 141/16
Third Quarter............................................................................. 153/8 77/8
Fourth Quarter............................................................................ 12 77/8
1999
First Quarter (through February 24)....................................................... 135/16 9
</TABLE>

- ------------

(1) As reported by the NYSE.

------------------------

<PAGE>

<PAGE>
On February 17, 1999, the last full day of trading on the NYSE prior to the
public announcement of the Offers, the reported closing sales price of the ADSs
on the NYSE was US$12 3/16 per ADS. On February 24, 1999, the last full day of
trading prior to the date of this U.S. Offer to Purchase, the reported closing
sales price of the ADSs on the NYSE was US$13 1/8 per ADS. HOLDERS OF ADSs ARE
URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE ADSs.

On February 24, 1999, the Observed Exchange Rate was Ch$495.15 per US$1.00.
Based on such exchange rate, the U.S. dollar equivalent of the U.S. Offer price
of Ch$250 per Share was US$0.5049 and the U.S. dollar equivalent of the U.S.
Offer price of Ch$7,500 per ADS was US$15.1469. Exchange rates are subject to
fluctuation. The U.S. dollar payment for ADSs accepted for payment in the U.S.
Offer will be based on the Observed Exchange Rate as in effect on the date of
payment. HOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE U.S.
DOLLAR-CHILEAN PESO EXCHANGE RATE.

DIVIDENDS. The table below sets forth the nominal Chilean peso amount of
dividends per Share and U.S. dollar amount of dividends per ADS (each ADS
representing 30 Shares), as reported in the Company 20-F, paid in respect of
each of the years indicated.

<TABLE>
<CAPTION>
NOMINAL CH$ CONSTANT CH$ US$
YEAR ENDED DECEMBER 31, PER SHARE PER SHARE(1) PER ADS(2)
- ------------------------------------------------------------ ----------- ------------ ----------
<S> <C> <C> <C>
1995........................................................ 27.10 31.91 2.04
1996........................................................ 11.56 12.64 0.84
1997........................................................ 16.05 16.64 1.14
</TABLE>

- ------------

(1) According to the Company 20-F, the nominal Chilean peso amounts of dividends
per Share have been stated in constant Chilean pesos as of December 31,
1997.

(2) According to the Company 20-F, the U.S. dollar per ADS amounts have been
calculated by applying the Observed Exchange Rate of Ch$439.18 = US$1.00
prevailing on December 31, 1997 to the constant Chilean peso amounts.

8. CERTAIN INFORMATION CONCERNING THE COMPANY.

According to the Company 20-F, the Company is the largest electricity
generation and transmission company in Chile and one of the largest companies in
that country. The Company owns and operates 19 generation facilities in Chile
with an aggregate installed capacity at March 31, 1998 of 3,002 megawatts (or
'MWs'). The Company accounted for approximately 45.8% of Chile's total installed
capacity at March 31, 1998 and December 31, 1997 and its electricity production
of 3,301 gigawatts (or 'GWhs') during the first three months of 1998 and 13,247
GWh in calendar 1997 accounted for approximately 41.6% and 43.6%, respectively,
of all electricity produced in Chile in such periods. Approximately 89% of the
Company's installed capacity in Chile is hydroelectric, with the remaining being
thermal electric. The Company also owns and operates a transmission system
comprising most of the transmission lines and substations connected to the
Sistema Interconectado Central (the Interconnected Central System or 'SIC') in
Chile and selectively participates in infrastructure projects in Chile through
its majority owned subsidiary, Infraestructura 2000 S.A.

According to the Company 20-F, the Company has also participated in the
electricity industry in Argentina since 1992, in Peru since 1995, in Colombia
since December 1996, and in Brazil since September 1997. According to the
Company 20-F, it has interests in 20 generation facilities outside Chile with an
aggregate installed capacity of 7,245 MW. The Company is organized under the
laws of the Republic of Chile and has its principal executive offices located at
Santa Rosa 76, Santiago, Chile (Telephone: 562-630-9000).

FINANCIAL INFORMATION. The following selected consolidated financial data
relating to the Company and its subsidiaries has been taken or derived from the
audited financial statements contained in the Company 20-F and the unaudited
financial statements contained in the Company's Report on Form 6-K for the month
of October 1998 (the 'COMPANY 6-K'). More comprehensive financial information is
included in such reports and the other documents filed by the Company with the
Commission, and the financial data set forth below is qualified in its entirety
by reference to such reports and other documents, including the financial
statements and related notes contained therein. Such reports and other documents
may be examined and copies may be obtained from the offices of the Commission in
the manner set forth below under 'Available Information.' The

<PAGE>

<PAGE>
financial statements of the Company are presented in Chilean pesos and are
prepared in accordance with generally accepted accounting principles in Chile
('CHILEAN GAAP') and the rules of the SVS relating thereto, both of which (as
described below) differ in certain respects from generally accepted accounting
principles in the United States ('U.S. GAAP'). According to the Company 20-F,
Chilean GAAP requires that financial statements recognize the effects of
inflation in accordance with Decree Law 824. Accordingly, all financial
information regarding the Company, unless otherwise indicated, has been restated
by the Company to eliminate the distorting effects of changes in the purchasing
power of the Chilean peso on nonmonetary assets and liabilities, such that all
information is presented in comparable monetary terms. The general price-level
gain or loss reflected in the income statement indicates the effect of inflation
on the Company's net holdings of monetary assets and liabilities during a period
of inflation. Assets and liabilities are considered 'monetary' for purposes of
general price-level accounting if their amounts are fixed by contract or
otherwise in terms of numbers of currency units regardless of changes in
specific prices in the general price-level. Examples of 'monetary' assets and
liabilities include accounts receivable, accounts payable and cash.

According to the Company 20-F, the Company's price-level restatement for
the years ended December 31, 1996 and 1997 includes the effect of an accounting
change resulting from the adoption of 'Technical Bulletin No. 51 -- Accounting
for Foreign Investments' ('TECHNICAL BULLETIN NO. 51'). This bulletin, effective
January 1, 1996, requires that for financial accounting purposes the Company's
investments in foreign affiliates, previously denominated in U.S. dollars, be
denominated in Chilean pesos and makes Chilean price-level restatement
applicable to such investments. Prior to Technical Bulletin No. 51, foreign
investments were excluded from the price-level restatement under Chilean GAAP.
The impact of the implementation of Technical Bulletin No. 51 was two-fold.
First, the Company's investments in unconsolidated foreign subsidiaries, as well
as the non-monetary assets and liabilities of consolidated foreign subsidiaries
became subject to the application of the Chilean price-level restatement.
Second, the functional currency of the foreign investments was changed from the
United States dollar to the Chilean peso. Because the majority of the
liabilities attributable to the Company's foreign investments are denominated in
U.S. dollars, the Company became subject to non-cash exchange rate gains and
losses resulting from increases and decreases in the exchange rate of the
Chilean peso and the U.S. dollar. The effects of the change are included in
non-operating income under the captions 'Price-level restatement' or 'Equity
income in non-consolidated affiliates' depending upon whether the investment
pertains to a consolidated subsidiary or an equity investee.

According to the Company 6-K, the Chilean Institute of Accountants issued
Technical Bulletin No. 64 concerning the accounting for Permanent Investments
Abroad, in replacement of Technical Bulletin No. 51 described above. Also, the
Superintendency of Securities and Insurance issued Circular No. 05294 on
October 20, 1998 which instructed that these technical provisions be applied in
financial statements no later than September 30, 1998. In accordance with the
provisions of Technical Bulletin No. 64, the Company has decided to apply the
new regulations retroactively to January 1, 1998. The application of these
provisions by the Company implies restating in U.S. dollars its permanent
investments abroad, instead of valuing them in Chilean pesos as was the
procedure under Technical Bulletin No. 51. Any exchange differences resulting
from valuing investments in U.S. dollars and their corresponding financing in
that currency, are shown in the Reserve for accumulated exchange difference
adjustments, affecting the income in the period in which the gain or loss is
reflected for the disposal of an investment. The accounting change produces a
higher net income of Ch$45,868,764 for the period from January 1 to September
30, 1998.

The financial statements of the Company as of and for the years ended
December 31, 1995, 1996 and 1997 have been restated in constant Chilean pesos as
of December 31, 1997. The financial statements of the Company as of and for the
nine months ended September 30, 1997 and 1998 have been restated in constant
Chilean pesos as of September 30, 1998. The financial information for the nine
months ended September 30, 1997 and September 30, 1998 is presented in U.S.
dollars translated from constant Chilean pesos as of September 30, 1998 at an
exchange rate of Ch$466.38 to US$1.00.

<PAGE>

<PAGE>
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
SELECTED CONSOLIDATED FINANCIAL DATA
<TABLE>
<CAPTION>
AS OF OR
FOR THE
NINE
MONTHS
ENDED
SEPTEMBER
AS OF OR FOR THE YEAR ENDED DECEMBER 31, 30,(9)
------------------------------------------------------------------- -----------------
1993 1994 1995 1996 1997 1997 1997
--------- --------- --------- --------- --------- ------------ -----------------
(EXPRESSED IN MILLIONS OF CONSTANT CH$, (MILLIONS OF (IN MILLIONS
EXCEPT RATIOS AND OPERATING DATA) US$)(1) CONSTANT CH$ OF
SEPTEMBER 30,
1998 EXCEPT
RATIOS AND
OPERATING DATA)

<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED INCOME STATEMENT DATA
Chilean GAAP:
Revenues............................... 306,032 363,342 397,387 514,520 641,230 1,460.1 430,980
Operating income....................... 186,353 212,374 234,646 205,460 207,978 473.6 147,225
Non-operating income................... 19,139 25,911 26,617 50,672 42,987 97.9 29,695
Interest expense....................... (58,516) (66,683) (64,750) (72,294) (111,685) (254.3) (70,185)
Non-operating expenses................. (68,041) (78,542) (72,746) (81,857) (136,198) (310.1) (13,113)
Price-level restatement................ (7,967) 38,187 15,465 14,116 26,136 59.5 63,008
Income before income taxes............. 129,485 197,930 204,522 188,391 140,903 320.8 156,630
Net income (loss)...................... 121,708 185,203 171,857 150,114 117,398 267.3 127,374
U.S. GAAP:
Net income (loss)...................... 102,145 167,248 164,347 136,093 103,222 235.03 N/A

CONSOLIDATED BALANCE SHEET DATA
Chilean GAAP:
Total assets........................... 2,382,118 2,286,291 2,421,391 2,787,630 4,290,512 9,769.4 3,300,803
Long-term liabilities.................. 914,307 710,696 852,213 1,064,027 1,932,680 4,400.7 1,513,209
Minority interest...................... 141,092 129,161 151,707 235,229 935,955 2,131.1 319,365
Total shareholders equity.............. 1,158,273 1,265,652 1,217,644 1,237,119 1,232,543 2,806.5 1,328,212
U.S. GAAP:
Total assets........................... 2,337,610 2,245,535 2,380,474 2,823,071 4,371,157 9,953.0 N/A
Long-term liabilities.................. 968,619 710,696 855,448 1,194,677 2,112,740 4,810.6 N/A
Total shareholders' equity............. 1,058,428 1,146,389 1,090,117 1,096,307 1,081,035 2,461.5 N/A

OTHER FINANCIAL DATA
Capital expenditures(3).................... 129,878 47,694 123,879 264,174 393,657 896.3 N/A
EBITDA(4).................................. 246,170 284,029 310,680 370,819 341,230 777.0 N/A
Chilean GAAP:
Depreciation and amortization.......... 66,255 74,526 75,092 90,442 101,625 231.4 N/A
Ratio of earnings to fixed charges..... 2.96 3.86 4.03 3.77 2.31 -- N/A
Ratio of shareholders' equity and
minority interest to total
capitalization(5).................... 59.6% 66.3% 60.4% 58.0% 52.1% -- N/A
U.S. GAAP:
Ratio of earnings to fixed charges..... 3.06 3.92 4.02 3.46 2.23 -- N/A
Ratio of shareholders' equity and
minority interest to total
capitalization(5).................... 57.7% 63.1% 58.4% 55.4% 50.3% -- N/A

SELECTED OPERATING DATA(9)
Installed capacity in Chile (MW)....... 2,428 2,513 2,513 2,738 3,002 -- 2,963
Installed capacity in Argentina (MW)... 2,580 2,580 2,800 2,800 2,780 -- 2,800
Installed capacity in Colombia (MW).... -- -- -- -- 2,998 -- 510
Installed capacity in Brazil (MW)...... -- -- -- -- 658 -- --
Installed capacity in Peru (MW)........ -- -- -- 809 809 -- 809
Production in Chile (GWh).............. 10,627 11,277 11,783 12,898 13,247 -- 2,941
Production in Argentina (GWh)(6)....... 8,629 8,750 9,250 9,513 8,156 -- 1,828
Production in Colombia (GWh)(7)........ -- -- -- -- 3,289 -- 526
Production in Brazil GWh)(8)........... -- -- -- -- 1,161 -- --
Production in Peru (GWh)............... -- -- -- 2,964 2,869 -- 706
Employees in Chile..................... 2,088 1,970 1,998 1,692 1,674 -- 1,693
Employees outside Chile................ 781 709 1,345 936 1,341 -- 893

AS OF OR FOR THE NINE MONTHS
ENDED SEPTEMBER 30,(9)
1998 1998
--------- ------------
(IN MILLIONS (MILLIONS OF
OF CONSTANT US$)(2)
CH$ OF
SEPTEMABER 30,
1998 EXCEPT
RATIOS AND
OPERATING DATA)

<S> <C> <C>
CONSOLIDATED INCOME STATEMENT DATA
Chilean GAAP:
Revenues............................... 622,564 1,334.9
Operating income....................... 217,566 466.5
Non-operating income................... 31,746 68.1
Interest expense....................... (122,282) (262.2)
Non-operating expenses................. (12,921) (27.7)
Price-level restatement................ (16,027) (34.4)
Income before income taxes............. 98,081 210.3
Net income (loss)...................... 40,975 87.9
U.S. GAAP:
Net income (loss)...................... N/A N/A
CONSOLIDATED BALANCE SHEET DATA
Chilean GAAP:
Total assets........................... 4,689,217 10,054.5
Long-term liabilities.................. 2,231,225 4,784.1
Minority interest...................... 933,212 2,001.0
Total shareholders equity.............. 1,276,411 2,736.8
U.S. GAAP:
Total assets........................... N/A N/A
Long-term liabilities.................. N/A N/A
Total shareholders' equity............. N/A N/A
OTHER FINANCIAL DATA
Capital expenditures(3).................... N/A N/A
EBITDA(4).................................. N/A N/A
Chilean GAAP:
Depreciation and amortization.......... N/A N/A
Ratio of earnings to fixed charges..... N/A N/A
Ratio of shareholders' equity and
minority interest to total
capitalization(5).................... N/A N/A
U.S. GAAP:
Ratio of earnings to fixed charges..... N/A N/A
Ratio of shareholders' equity and
minority interest to total
capitalization(5).................... N/A N/A
SELECTED OPERATING DATA(9)
Installed capacity in Chile (MW)....... 3,002 --
Installed capacity in Argentina (MW)... 2,780 --
Installed capacity in Colombia (MW).... 2,998 --
Installed capacity in Brazil (MW)...... 658 --
Installed capacity in Peru (MW)........ 809 --
Production in Chile (GWh).............. 3,301 --
Production in Argentina (GWh)(6)....... 1,315 --
Production in Colombia (GWh)(7)........ 2,359 --
Production in Brazil GWh)(8)........... 626 --
Production in Peru (GWh)............... 832 --
Employees in Chile..................... 1,718 --
Employees outside Chile................ 1,407 --
</TABLE>

- ------------

(1) Chilean peso amounts have been translated into U.S. dollars at the rate of
Ch$439.18 per U.S. dollar, the Observed Exchange Rate for December 31, 1997.

(2) Chilean peso amounts have been translated into U.S. dollars at the rate of
Ch$466.38 per U.S. dollar, the Observed Exchange Rate for September 30,
1998.

(3) Includes net assets of acquired subsidiaries and capital expenditures of
majority-owned development stage subsidiaries that are not consolidated
under Chilean GAAP.

(footnotes continued on next page)

<PAGE>

<PAGE>
(footnotes continued from previous page)

(4) EBITDA is calculated by adding net interest expense and depreciation to, and
subtracting price-level restatement (included in 'non-operating income')
from, income before taxes and minority interest, in each case determined in
accordance with Chilean GAAP; EBITDA is presented because it is a widely
accepted indicator of funds available to service debt, although it is not a
U.S. GAAP-based measure of liquidity or performance. The Company believes
that EBITDA, while providing useful information, should not be considered in
isolation or as a substitute for net income as an indicator of operating
performance, or as an alternative to cash flow as a measure of liquidity.

(5) Total capitalization includes borrowings of majority-owned development stage
subsidiaries that are not consolidated under Chilean GAAP and minority
interest. See 'Capitalization.'

(6) Costanera produced 5,369 GWh, 4,582 GWh, 4,740 GWh, 6,081 GWh and 3,832 GWh
in 1993, 1994, 1995, 1996 and 1997, respectively, CBA produced 178 GWh, 418
GWh and 1,387 GWh in 1995, 1996 and 1997, respectively.

(7) Includes 1,219 GWh of production by Emgesa from October 24, 1997, the date
on which the Company took control of Emgesa, through December 31, 1997.

(8) Represents Cachoeira Dourada's generation from September 5, 1997, the date
on which the Company took control of Cachoeira Dourada, through December 31,
1997.

(9) Selected Operating Data are as of or for the three months ended March 30,
1997 and 1998 (and not for the nine months ended September 30, 1997 and
1998).

According to the Company 20-F, the principal differences between Chilean
GAAP and U.S. GAAP as they apply to the Company relate to accounting for
majority-owned development stage subsidiaries and accounting for deferred income
taxes, fixed assets and intangibles. In accordance with Chilean GAAP, the
Company does not consolidate development stage subsidiaries (subsidiaries that
have not yet fully commenced commercial operations). Accordingly, the financial
statements of San Isidro, a 75%-owned subsidiary that is building a 370 MW
combined cycle generation facility expected to be completed in 1998 and
Tarapaca, a wholly-owned subsidiary that is building a 150 MW coal-fired
generation facility have not been consolidated. The financial statements of
Pangue, a 92.5%-owned subsidiary that finished building a 450 MW generation
facility, which commenced partial operations in November 1996 and became fully
operational in January 1997, are consolidated beginning with the fourth fiscal
quarter of 1996.

According to the Company 20-F, the accounting for deferred income taxes
reduced the Company's net income reported under U.S. GAAP in the three most
recent fiscal years. Net income under Chilean GAAP for 1997, 1996 and 1995 was
Ch$117.4 billion, Ch$150.1 billion and Ch$171.9 billion, respectively, as
compared to net income reported under U.S. GAAP of Ch$103.2 billion, Ch$136.1
billion and Ch$164.3 billion, respectively, or 13.7% higher, 10.3% lower and
4.6% higher under Chilean GAAP as compared to U.S. GAAP. In accordance with
Chilean GAAP, the Company has not recorded any deferred income tax effects, due
to the availability of accumulated tax losses and because the primary timing
difference (accelerated depreciation) is projected to be compensated when it
reverses during future years by depreciation from the purchase of new property,
plant and equipment. For purposes of determining the tax expense and deferred
tax assets and liabilities under U.S. GAAP, the amounts of deferred taxes for
each of the three years ended December 31, 1997 have been computed by applying
Financial Accounting Standards No. 109 'Accounting for Income Taxes' ('FAS
109'), which requires an asset and liability approach to recording deferred
income taxes. Under FAS 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the carrying
amounts of existing assets and liabilities per the financial statements and
their respective tax bases, and for operating loss and tax credit
carry-forwards. A valuation allowance is recognized if, based on the weight of
available evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized. Deferred tax assets and liabilities
are measured using tax rates in effect at the end of each reporting period.

Also in accordance with Chilean GAAP, the Company is required to restate
non-monetary assets, Unidades de Fomento and foreign currency-denominated
monetary assets and liabilities, shareholders' equity and income and expense
accounts to reflect the effect of variations in the purchasing power of the
Chilean peso.

The information concerning the Company contained herein has been taken from
or is based upon reports and other documents on file with the Commission or
otherwise publicly available. Although neither the Purchaser nor Duke has any
knowledge that would indicate that any statements contained herein based upon
such reports and documents are untrue, neither the Purchaser nor Duke takes any
responsibility for the accuracy or completeness of the information

<PAGE>

<PAGE>
contained in such reports and other documents or for any failure by the Company
to disclose events that may have occurred and may affect the significance or
accuracy of any such information but that are unknown to the Purchaser or Duke.

EXCHANGE RATES. The Federal Reserve Bank of New York does not report a noon
buying rate for Chilean pesos. The following table sets forth the annual low,
high, average and period-end Observed Exchange Rate for U.S. dollars for each of
the indicated periods starting in 1995 as reported by the Central Bank of Chile.

<TABLE>
<CAPTION>
OBSERVED EXCHANGE RATES OF CH$ PER US$1.00
--------------------------------------------
YEAR LOW(1) HIGH(1) AVERAGE(2) PERIOD END
- -------------------------------------------------------------------- ------ ------- --------- ----------

<S> <C> <C> <C> <C>
1995................................................................ 368.75 418.98 396.80 406.91
1996................................................................ 402.25 424.97 412.27 424.87
1997................................................................ 411.85 439.81 419.31 439.18
1998................................................................ 439.18 475.41 460.29 473.77
1999 (through February 24).......................................... 468.95 497.75 484.68 495.15
</TABLE>

- ------------

Source: Central Bank of Chile except for 1999 data for which the source is
Bloomberg L.P.

(1) Exchange rates are the actual high and low, on a day-by-day basis for each
period.

(2) The average of monthly average rates during the period reported except for
the period January 4, 1999 through February 24, 1999.

The Observed Exchange Rate on February 24, 1999 was Ch$495.15 = US$1.00

AVAILABLE INFORMATION. The Company is subject to the informational
requirements of the Exchange Act applicable to foreign private issuers with
securities registered under Section 12 of the Exchange Act and in accordance
therewith files reports and other information with the Commission relating to
its business, financial condition and other matters. Such reports and other
information may be inspected at the public reference facilities maintained by
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and should also be available for inspection and copying at prescribed
rates at the regional offices of the Commission in New York (7 World Trade
Center, Suite 1300, New York, New York 10048) and Chicago (Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-5211). Copies of such
material can also be obtained from the Public Reference Section of the
Commission in Washington, D.C. 20549, at prescribed rates. Such material should
also be available for inspection at the library of the NYSE, 20 Broad Street,
New York, New York 10005, on which the ADSs are traded. The Commission also
maintains a website at http://www.sec.gov; on which information filed by the
Purchaser with the Commission with respect to the U.S. Offer will be available.

9. CERTAIN INFORMATION CONCERNING THE PURCHASER AND DUKE.

THE PURCHASER. The Purchaser is a limited liability company organized under
the laws of the State of Delaware, U.S.A., develops, owns and operates energy
projects worldwide and has capabilities that include natural gas exploration,
production, processing, transportation and supply, and electric power
generation, delivery and marketing. In Latin American, the Purchaser currently
has ownership interests in approximately 1,750 MW of electric generating
capacity in Argentina, Chile, Ecuador and Peru. It also has interests in 125
miles of gas transmission and 245 miles of electric transmission, as well as
exploration and production rights in Blocks 85, 40 and 41 in Peru. The Purchaser
is the international energy subsidiary of Duke. All of the issued and
outstanding capital stock of the Purchaser is held directly by Duke Energy
Global Asset Development, Inc. ('DUKE GLOBAL ASSET'), an indirect wholly-owned
subsidiary of Duke. The principal executive offices of the Purchaser are located
at 5400 Westheimer Court, Houston, Texas 77056-5310, U.S.A. (Telephone:
713-627-5400). The name, business address, principal occupation or employment,
five-year employment history and citizenship of each director and officer of the
Purchaser and certain other information are set forth in Schedule I hereto.

DUKE GLOBAL ASSET. Duke Global Asset is a Nevada corporation with indirect
ownership interests in more than 6,500 MW of generation capacity worldwide,
including projects under

<PAGE>

<PAGE>
construction and under contract. Duke Global Asset is wholly-owned by Duke
Energy Services, Inc. ('DESI'). The principal executive offices of Duke Global
Asset are located at 400 South Tryon, Suite 1800, Charlotte, North Carolina
28285, U.S.A. (Telephone: 704-382-2520). The name, business address, principal
occupation or employment, five-year employment history and citizenship of each
director and officer of Duke Global Asset are set forth in Schedule I hereto.

DESI. DESI is a Delaware corporation that is the holding company for a
variety of indirect subsidiaries of Duke that are engaged in energy businesses
that are not regulated in the U.S. DESI is wholly-owned by PanEnergy Corp.
('PANENERGY'). The principal executive offices of DESI are located at 5400
Westheimer Court, Houston, Texas 77056-5310, U.S.A. (Telephone: 713-627-5400).
The name, business address, principal occupation or employment, five-year
employment history and citizenship of each director and officer of DESI are set
forth in Schedule I hereto.

PANENERGY. PanEnergy is a Delaware corporation that is the direct owner of
DESI and of the subsidiaries that are engaged in the natural gas transmission
business of Duke in the United States. PanEnergy is wholly-owned by Duke Capital
Corporation ('DUKE CAPITAL'). The principal executive offices of PanEnergy are
located at 5400 Westheimer Court, Houston, Texas 77056-5310, U.S.A. (Telephone:
713-627-5400). The name, business address, principal occupation or employment,
five-year employment history and citizenship of each director and officer of
PanEnergy are set forth in Schedule I hereto.

DUKE CAPITAL. Duke Capital (formerly Church Street Capital Corporation) is
a Delaware corporation and a direct wholly-owned subsidiary of Duke. Duke
Capital provides financing and credit enhancement services for its subsidiaries.
The principal executive offices of Duke Capital are located at 422 South Church
Street, Charlotte, North Carolina 28202, U.S.A. (Telephone: 704-594-6200). The
name, business address, principal occupation or employment, five-year employment
history and citizenship of each director and officer of Duke Capital are set
forth in Schedule I hereto.

DUKE. Duke is a global energy company with more than U.S.$26 billion in
assets. Organized as a corporation under the laws of the State of North
Carolina, U.S.A. and headquartered in Charlotte, North Carolina, Duke, through
its affiliated companies, produces, transports and markets energy and provides
energy services in more than 50 countries worldwide. In the United States, Duke
provides electric service to approximately 2 million customers in North Carolina
and South Carolina, operates interstate pipelines that deliver natural gas to
various regions of the country and is a leading marketer of electricity, natural
gas and natural gas liquids. In Latin America, Duke has significant investments,
through the Purchaser, in Chile, Argentina, Peru and Ecuador. Duke's common
shares are listed on the NYSE where they trade under the symbol 'DUK'. The
principal executive offices of Duke are located at 422 South Church Street,
Charlotte, North Carolina 28202-1904, U.S.A. (Telephone: 704-594-6200). The
name, business address, principal occupation or employment, five year employment
history and citizenship of each director and executive officer of Duke and
certain other information are set forth on Schedule I hereto.

Duke is subject to the information and reporting requirements of the
Exchange Act and in accordance therewith is required to file electronically via
the Commission's EDGAR System periodic reports, proxy statements and other
information with the Commission relating to its business (including the business
conducted by the Purchaser), financial condition and other matters. Certain
information, as of particular dates, concerning Duke's business, principal
physical properties, capital structure, material pending legal proceedings,
operating results, financial condition, directors and officers (including their
remuneration and stock options granted to them), the principal holders of Duke's
securities, any material interests of such persons in transactions with Duke's
and certain other matters is required to be disclosed in proxy statements and
annual reports distributed to Duke's shareholders and filed with the Commission.
Such reports, proxy statements and other information may be obtained via the
Commission's website at http://www.sec.gov.

Set forth below is a summary of certain consolidated financial information
with respect to Duke and its subsidiaries for its fiscal years ended December
31, 1995, 1996, and 1997, excerpted from financial statements presented in
Duke's 1997 Annual Report on Form 10-K and for the nine

<PAGE>

<PAGE>
months ended September 30, 1997 and 1998, excerpted from financial statements
presented in Duke Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1997 and September 30, 1998 filed with the Commission. More
comprehensive financial information is included in such reports (including
management's discussion and analysis of results of operations and financial
position) and other documents filed by Duke with the Commission, and the
financial information summary set forth below is qualified in its entirety by
reference to such reports, which are incorporated herein by reference, and all
the financial information and related notes contained therein.

In addition, Duke recently publicly released its financial results for the
year ended December 31, 1998. For 1998, Duke posted revenues of $17.6 billion,
net income of $1.25 billion and earnings before interest and taxes of $2.65
billion.

<PAGE>

<PAGE>
DUKE ENERGY CORPORATION
SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1996 1997 1997 1998
--------- --------- --------- ------------- -------------
IN MILLIONS OF U.S. DOLLARS
(EXCEPT PER SHARE AMOUNTS)

<S> <C> <C> <C> <C> <C>
INCOME
Operating Revenues.......................... $ 9,694.7 $12,302.4 $16,308.9 $11,719.2 $13,426.7
Operating Expenses.......................... 7,626.4 10,143.8 14,338.9 10,150.9 11,443.7
--------- --------- --------- ------------- -------------
Operating Income............................ 2,068.3 2,158.6 1,970.0 1,568.3 1,983.0
Other Income and Expenses................... 122.2 135.6 138.1 115.2 148.2
--------- --------- --------- ------------- -------------
Earnings Before Interest and Taxes.......... 2,190.5 2,294.2 2,108.1 1,683.5 2,131.2
Interest Expense............................ 508.2 499.2 471.8 349.8 385.1
Minority Interests.......................... -- 6.2 23.0 10.7 62.1
--------- --------- --------- ------------- -------------
Earnings Before Income Taxes................ 1,682.3 1,788.8 1,613.3 1,323.0 1,684.0
Income Taxes................................ 664.2 697.8 638.9 533.2 647.7
--------- --------- --------- ------------- -------------
Income Before Extraordinary Item............ 1,018.1 1,091.0 974.4 789.8 1,036.3
Extraordinary Item.......................... -- 16.7 -- -- (8.0)
--------- --------- --------- ------------- -------------
Net Income.................................. 1,018.1 1,074.3 974.4 789.8 1,028.3
Dividends and Premiums on Redemptions of
Preferred and Preference Stock............ 48.9 44.2 72.8 33.2 16.5
--------- --------- --------- ------------- -------------
Earnings for Common Stockholders............ $ 969.2 $ 1,030.1 $ 901.6 $ 756.6 $ 1,011.8
--------- --------- --------- ------------- -------------
--------- --------- --------- ------------- -------------
COMMON STOCK DATA
Shares of common stock
Year-end............................... 361.8 359.4 359.8 -- --
Average................................ 361.2 361.2 359.8 359.8 360.6
Basic earnings per share (before
extraordinary item)....................... $ 2.68 $ 2.90 $ 2.51 $ 2.10 $ 2.83
Basic earnings per share.................... $ 2.68 $ 2.85 $ 2.51 $ 2.10 $ 2.81
Dividends per share......................... $ 1.50 $ 1.57 $ 1.90 $ 1.35 $ 1.65
--------- --------- --------- ------------- -------------
BALANCE SHEET
Total Assets................................ $20,867.9 $22,366.2 $24,028.8 $23,776.0 $26,183.9
Long-term Debt.............................. $ 5,803.0 $ 5,485.1 $ 6,530.0 $ 6,010.0 $ 6,613.6
Preferred Stock with Sinking Fund
Requirements.............................. $ 234.0 $ 234.0 $ 149.0 $ 230.0 $ 104.0
--------- --------- --------- ------------- -------------
</TABLE>

<PAGE>

<PAGE>
OWNERSHIP OF SHARES AND OTHER TRANSACTIONS. (i) Neither Duke, the
Purchaser, Duke Global Asset, DESI, PanEnergy, Duke Capital nor, to the best of
their knowledge, any of the persons listed in Schedule I to this U.S. Offer to
Purchase or any affiliate or majority-owned subsidiary of Duke, the Purchaser,
Duke Global Asset, DESI, PanEnergy or Duke Capital or any of the persons so
listed in Schedule I hereto, beneficially owns or has any right to acquire,
directly or indirectly, any Shares (including Shares represented by ADSs) and
(ii) neither Duke, the Purchaser, Duke Global Asset, DESI, PanEnergy, nor Duke
Capital nor, to the best of their knowledge, any of the persons or entities
referred to above nor any director, executive officer or subsidiary of any of
the foregoing has effected any transaction in the Shares (including Shares
represented by ADSs) during the past 60 days.

Except as otherwise described in this U.S. Offer to Purchase, neither Duke,
the Purchaser nor, to the best of their knowledge, any of the persons listed in
Schedule I to this U.S. Offer to Purchase, has any contract, arrangement,
understanding or relationship with any other person with respect to any
securities of the Company, including, but not limited to, any contract,
arrangement, understanding or relationship concerning the transfer or voting of
such securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees of profits, division of profits
or loss or the giving or withholding of proxies. Except as set forth in this
U.S. Offer to Purchase, since January 1, 1996, neither Duke, the Purchaser nor,
to the best of their knowledge, any of the persons listed in Schedule I hereto,
has had any business relationship or transaction with the Company or any of its
executive officers, directors, or affiliates that is required to be reported
under the rules and regulations of the Commission applicable to the U.S. Offer.
Except as set forth in this U.S. Offer to Purchase, since January 1, 1996, there
have been no contacts, negotiations or transactions between Duke or the
Purchaser, or any of their respective subsidiaries or, to the best knowledge of
Duke and the Purchaser, any of the persons listed in Schedule I to this U.S.
Offer to Purchase, on the one hand, and the Company or its affiliates, on the
other hand, concerning a merger, consolidation or acquisition, tender offer or
other acquisition of securities, an election of directors or a sale or other
transfer of a material amount of assets.

PROCEEDINGS AND CONVICTIONS. During the last five years, neither Duke, the
Purchaser, Duke Global Asset, DESI, PanEnergy, Duke Capital nor, to the best of
their knowledge, any of the persons listed on Schedule I attached hereto, (i)
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with respect to
such laws.

10. SOURCE AND AMOUNT OF FUNDS.

The Offers are not conditioned upon any financing arrangements. The amount
of funds required by the Purchaser to purchase the Shares and ADSs representing
in the aggregate 4,182,894,836 Shares and to pay related fees and expenses is
expected to be approximately US$2.13 billion. The Purchaser will obtain all
required funds from intercompany loans and/or capital contributions from Duke
Capital. Duke Capital expects to fund its loans and/or capital contributions to
the Purchaser with internally generated funds, through the issuance of up to $1
billion of senior notes or trust preferred securities and through borrowings
under one or more of the following credit facilities: (i) a $1 billion term loan
facility which is the subject of a commitment letter to Duke Capital from
NationsBank, N.A.; (ii) a $950,000,000 five-year credit agreement dated as of
August 25, 1997, among Duke Capital, the banks listed therein and The Chase
Manhattan Bank, as Administrative Agent; and (iii) a $600,000,000 364-day credit
agreement dated as of August 24, 1998, among Duke Capital, the banks listed
therein and The Chase Manhattan Bank, as Administrative Agent.

The commitment letter referred to in (i) above relates to a 90-day term
loan facility which Duke Capital would have the right to extend for up to three
successive 90-day periods. Borrowings would bear interest at a rate equal to one
of the following at the borrower's option: (1) LIBOR

<PAGE>

<PAGE>
plus a margin of 30 basis points or (2) the higher of (a) the NationsBank prime
rate and (b) the Federal Funds rate plus 0.50%. The financial covenants would be
substantially the same as those in the facility referred to in (ii) above. The
closing and initial funding of the facility would be subject to conditions
including (A) the negotiation and execution of definitive documentation; (B) the
absence of a material adverse change since December 31, 1998 in the business,
assets, liabilities, operations, conditions (financial or otherwise) or
prospects of the borrower and its subsidiaries taken as a whole, and (C) the
lenders' satisfaction with the status of the borrower's Y2K compliance program.
The commitment is also subject to certain other conditions including (x) the
lenders' satisfactory completion of due diligence with respect to the borrower
and its subsidiaries and (y) the absence of a material adverse change in or
material disruption of conditions in the financial, banking or capital markets.

With respect to the facilities referred to in (ii) and (iii) above,
borrowings may be made under Duke Capital's commercial paper program which is
supported by such credit facilities, instead of under the facilities themselves.
The interest rate applicable to term loans under the facilities described in
(ii) and (iii) is, in each case, a rate equal to the higher of (a) the Prime
Rate for such day (i.e. the rate of interest publicly announced by The Chase
Manhattan Bank in New York City from time to time as its prime rate) and (b) the
sum of 0.50% plus the Federal Funds Rate (as published by the Federal Reserve
Bank of New York) for such day.

Duke Capital will make its final determinations concerning which of these
sources it will utilize to provide the Purchaser with sufficient funds to
consummate the Offers, and to what extent, based upon prevailing market
conditions. Duke Capital presently expects to refinance any short-term
borrowings utilized to consummate the Offers with internally generated funds
and/or the issuance of long-term senior debt and trust preferred securities.

11. BACKGROUND OF THE OFFERS; PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH
THE COMPANY.

BACKGROUND. During the summer of 1998, executive officers of the Purchaser
held preliminary discussions with senior managers of the Company to explore the
possibility of jointly submitting a bid for the privatization of Centrais
Geradoras do Sul do Brasil, S.A. ('GERASUL'), a power generation company in
Brazil, by the Brazilian government. The Purchaser and the Company did not reach
an agreement to submit a joint bid.

During these discussions, however, the Purchaser learned that the Company
was considering selling a portion of its equity interest in Centrais Eletricas
Cachoeira Dourada ('CACHOEIRA DOURADA'), a 658 MW run-of-the-river hydroelectric
facility in Brazil. In September 1998, executives of the Purchaser approached
senior managers of the Company to discuss a possible partnership with respect to
Cachoeira Dourada. On September 21, 1998, an executive of the Purchaser met with
an executive of the Company to express the Purchaser's interest in Cachoeira
Dourada and possibilities of further joint opportunities in Latin America. The
Purchaser and the Company executed a confidentiality agreement on October 7,
1998, which expired on January 31, 1999 without the parties reaching an
agreement with respect to Cachoeira Dourada. Representatives of the Purchaser
and the Company continued discussions regarding Cachoeira Dourada during October
1998. During the course of the discussions regarding Cachoeira Dourada,
executives of the Purchaser also had discussions with representatives of CSFB
regarding a number of potential strategic alternatives involving the Company.

On October 6, 1998, executives of the Company met with executives of the
Purchaser for further discussions regarding Cachoeira Dourada and other joint
business possibilities. In October 1998, the Purchaser began reviewing publicly
available business and financial information relating to the Company.

On November 10, 1998, Duke engaged CSFB to act as its financial advisor
with respect to a possible acquisition of a controlling interest in the Company.

In mid-November 1998, at the request of the Purchaser, an executive of the
Company met with executives of the Purchaser to discuss certain publicly
available information concerning the Company.

<PAGE>

<PAGE>
During the third week of November 1998, at the request of the Purchaser, an
executive of the Purchaser met with directors of the Company and of Enersis,
S.A. ('ENERSIS') and with representatives of several of the Company's
institutional shareholders. The Purchaser advised such persons that it was
interested in pursuing a negotiated acquisition of the Shares held by Enersis
(the 'ENERSIS STAKE'), which represent approximately 25.3% of the total number
of Shares outstanding.

In early December 1998, executives and directors of the Purchaser and Duke
met with executives of the Company and had further discussions regarding the
potential for a negotiated investment by Duke in the Company.

On December 12, 1998, executives of the Purchaser met with directors of the
Company and of Enersis to reaffirm the Purchaser's interest in pursuing a
negotiated acquisition of the Enersis Stake, as well as a direct investment in
the Company and possibly the acquisition of additional outstanding Shares.

On December 16, 1998, an executive of Endesa, S.A. ('ENDESA-SPAIN'), a
Spanish company which currently owns 32% of the outstanding shares of Enersis
and, as discussed below, has commenced offers for a further 32% of the
outstanding shares of Enersis, telephoned an executive of the Purchaser to
arrange a meeting, which was held on December 18, 1998. At the meeting,
Endesa-Spain discussed its interests in Chile and proposed that the Purchaser
consider acquiring an equity interest in Enersis rather than the Enersis Stake,
which it believed Enersis should retain.

According to a Statement on Schedule 14D-9 filed by Enersis with the
Commission on February 10, 1999 (as amended the 'ENERSIS 14D-9'), on December
18, 1998, the board of directors of Enersis voted (with the designees of
Endesa-Spain abstaining) to recommend to the shareholders of Enersis that they
approve the sale of all of the Enersis Stake and called an extraordinary meeting
of the shareholders of Enersis for February 4, 1999 to consider the proposal.

On December 21, 1998, an executive of Endesa-Spain telephoned an executive
of the Purchaser to postpone any further discussions in light of the Enersis
board action.

On December 22, 1998, at the request of the Purchaser, executives of the
Purchaser met with directors of the Company and of Enersis to reaffirm the
Purchaser's interest in negotiating an acquisition of the Enersis Stake, making
a direct investment in the Company and acquiring additional outstanding Shares.
At these meetings, the Purchaser was informed that Enersis would not be
interested in negotiating exclusively with the Purchaser but instead would
pursue an auction of the Enersis Stake. Executives of the Purchaser also paid
courtesy calls to executives of the Company.

During the first week of January 1999, at the Purchaser's request,
executives of the Purchaser met with directors of the Company and Enersis to
request that, in lieu of conducting an auction, the Enersis board consider
presenting to the Enersis shareholders for approval a Purchaser proposal to
acquire the Enersis Stake. The Purchaser was subsequently advised that the
Enersis board would reject such a request because the board believed that an
auction would be a more transparent process than a privately negotiated
transaction with one party.

On January 15, 1999, at the Purchaser's request, executives of the
Purchaser and Duke met with executives of the Company and, in a separate
meeting, a director of Enersis to discuss Enersis' proposed sale of the Enersis
Stake. They were advised to consider participating in the potential auction of
the Enersis Stake.

On January 21, 1999, executives of Duke and the Purchaser met for dinner
with a director and executives of the Company. At this dinner, executives of the
Purchaser and Duke again expressed their interest in the Company. On January 21
and 22, 1999, executives of Duke and the Purchaser met with several
institutional shareholders of the Company and officials of the Chilean
Government to discuss the Purchaser's possible investment in the Company through
Enersis' proposed auction process.

On January 28, 1999, Endesa-Spain commenced cash tender offers in Chile and
the United States for up to an additional 32% of the outstanding shares of
Enersis. In response to press

<PAGE>

<PAGE>
inquiries, Duke commented that it was not contemplating launching a tender offer
for Shares of the Company at that time.

According to the Enersis 14D-9, in order to facilitate the sale of the
Enersis Stake the board of directors of Enersis voted unanimously on January 28,
1999 to authorize the Chairman of the Board of Enersis to request a meeting of
shareholders of Endesa-Chile for the purpose of voting upon a proposal to amend
the bylaws of Endesa-Chile to increase to 65% the maximum stake that can be
owned by any one party in the Company.

According to the Enersis 14D-9, at an extraordinary meeting held on
February 4, 1999, the shareholders of Enersis approved the sale of the Enersis
Stake.

In early February, subsequent to the Enersis shareholders' meeting,
executives of the Purchaser and of Endesa-Spain had several telephone
conversations and a brief meeting regarding the possibility of negotiating an
agreement under which the Purchaser would tender for a number of Shares and ADSs
representing a significant minority interest in the Company and, thereafter,
should Endesa-Spain's tender offers for the Enersis shares be successful, the
Purchaser and Enersis would enter into a shareholders agreement that would give
the Purchaser majority representation on the Company's board. No agreements,
arrangements or understandings were reached and the discussions were terminated
on February 16, 1999.

On February 18, 1999, Duke announced its intention to commence, through the
Purchaser, the Offers.

Subsequently, executives of the Purchaser and Duke made courtesy calls, in
person and by telephone, to representatives of several of the Company's
institutional shareholders and executives of the Company and Endesa-Spain.

On February 22, 1999, Duke issued a press release that read, in part:

Duke Energy today reaffirmed that its previously announced tender
offers regarding Endesa-Chile are independent of any offers by
Endesa-Spain. The tender offers that will be made by Duke Energy
International on Thursday, February 25, are not in any way related to an
offer by Endesa-Spain for a 32 percent interest in Enersis.

Neither Duke Energy nor its subsidiary Duke Energy International (DEI)
have any agreement or arrangement with Endesa, S.A. (Endesa-Spain) relating
to Duke Energy's tender offers for a total of 51 percent of Empresa
Nacional de Electricidad S.A. (Endesa-Chile). Duke Energy also has no
agreement or arrangement with Endesa-Spain relating to Endesa-Spain's
tender offers for Enersis, S.A.

Further, in accordance with United States law, now that the Duke
Energy tender offers for Endesa-Chile have been announced, no purchases or
any other arrangements relating to the purchase of Endesa-Chile shares by
DEI will be made outside of the tender offers.

On February 25, 1999, the Purchaser commenced the Offers.

12. PURPOSE OF THE OFFERS; PLANS FOR THE COMPANY.

The purpose of the Offers is to enable Duke to acquire control of, and a
majority of the equity interest in, the Company. Upon the purchase of the
maximum number of Shares sought pursuant to the Offers, Duke would beneficially
own 4,182,894,836 Shares, representing approximately 51% of the outstanding
Shares. If the Purchaser acquires less than 51% of the outstanding Shares
pursuant to the Offers, the Purchaser may acquire such additional Shares
(including Shares represented by ADSs) as shall be necessary to bring its
beneficial ownership to approximately 51% through open market purchases or
privately negotiated transactions.

Duke intends, as soon as practicable after consummation of the Offers, to
seek majority representation on the Company's board of directors. Duke believes,
however, that the Company's institutional and other minority shareholders should
also be represented on the board of directors, consistent with their level of
ownership.

<PAGE>

<PAGE>
Duke considers Latin America to be one of the largest and most dynamic
energy markets in the world, and views the Company as a leading participant in
this market. If the Offers are completed, Duke intends that the Company become
Duke's power generation investment vehicle for growth and expansion in Latin
America. Duke believes that, together, the Company and Duke would become the
first truly regional power generation and energy trading and marketing force in
Latin America with opportunities for future growth through the combination of
the Company's assets and management team with Duke's financial resources and
experience.

Following the consummation of the Offers, Duke intends to support a
dividend policy and capitalization of the Company that is consistent with the
growth objectives of the Company.

Except as otherwise discussed in this U.S. Offer to Purchase, neither Duke
nor the Purchaser has any present plans or proposals that would result in any
extraordinary corporate transaction, such as a merger, reorganization,
liquidation, or sale or transfer of a material amount of assets of the Company
or any of its subsidiaries or any other material changes to the Company's
capitalization, dividend policy, capital structure, corporate structure or
business.

13. EFFECT OF THE OFFERS ON THE MARKET FOR THE SHARES AND ADSs; REGISTRATION OF
SHARES UNDER THE EXCHANGE ACT; MARGIN REGULATIONS.

According to Chilean law, the SVS may cancel the registration of any
security of the Company in the Securities Registry in the following cases: (i)
if quotations or transactions have been suspended for more than 120 days and the
causes for such suspension have not been cured; and (ii) in certain serious
cases, such as, (a) if registration was obtained with false information; (b) if
the Company delivered false information to the exchange or brokers; (c) in the
case of a market offer, if the issuer divulged false notices or advertisements;
and (d) if the security does not comply with the requirements for its
registration.

EFFECTS ON MARKET FOR SHARES. The purchase of Shares pursuant to the Offers
will reduce substantially the number of Shares that might otherwise trade
publicly and may reduce the number of holders of Shares. In view of the number
and value of the Shares that would remain outstanding after completion of the
Offer, Duke believes that there will continue to be a liquid market for the
Shares. While a reduction in publicly traded Shares could adversely affect
liquidity and market value, the Purchaser cannot predict, with any certainty,
whether this reduction would have an adverse or beneficial effect on the market
price for, or marketability of, the Shares.

The Shares are traded on the Santiago Stock Exchange, the Valparaiso Stock
Exchange and the Electronic Exchange. Duke and the Purchaser recognize that the
existence of a liquid trading market for the Shares in Chile is important to
holders of Shares. Consequently, the current strategy of Duke and the Purchaser
is to cause the Company to maintain the listing of those Shares on these stock
exchanges. In view of this strategy and the fact that the laws of Chile do not
provide a mechanism for the forced delisting of securities once trading has
commenced, the Purchaser and Duke do not expect that the Offers will have any
adverse impact on the listing of the Shares on any stock exchange in Chile.

EFFECTS ON MARKET FOR ADSs. The purchase of ADSs pursuant to the U.S. Offer
will reduce substantially the number of ADSs that might otherwise trade publicly
and could reduce the number of holders of ADSs. In view of the number and value
of the ADSs that would remain outstanding after completion of the Offers and of
the number of Shares that would be available for deposit following the
completion of the Offers, Duke believes that there will continue to be a liquid
market for the ADSs. While a reduction in publicly traded ADSs could adversely
affect liquidity and market value, the Purchasers cannot predict, with any
certainty, whether this reduction will have an adverse or beneficial effect on
the market price for, or marketability of, the ADSs.

The ADSs are listed on the NYSE. Duke and the Purchaser recognize that the
existence of a liquid trading market for the ADSs is important to holders of
ADSs. Consequently, the current strategy of Duke and the Purchaser is to cause
the Company to maintain this listing. The NYSE does not currently have a formal
policy with respect to the delisting of ADSs. Accordingly, while

<PAGE>

<PAGE>
Duke expects to maintain the NYSE listing for the ADSs, Duke and the Purchaser
cannot guarantee the continued listing of the ADSs.

If the liquidity and market value of the Shares and ADSs is materially and
adversely affected by the Offers, Duke will analyze and take whatever steps it
deems convenient and appropriate to address this effect.

The ADSs are currently 'margin securities' under the regulations of the
Board of Governors of the Federal Reserve System (the 'FEDERAL RESERVE BOARD'),
which has the effect, among other things, of allowing brokers to extend credit
on the collateral of such securities. Depending upon factors such as the number
of the aggregate market value of the publicly held ADSs, the ADSs might no
longer constitute 'margin securities' for the purposes of the Federal Reserve
Board's margin regulations and, therefore, could no longer be used as collateral
for loans made by brokers.

REGISTRATION OF SHARES UNDER THE EXCHANGE ACT. The Shares are currently
registered under the Exchange Act. Such registration may be terminated upon
application of the Company to the Commission if the ADSs are not listed on a
national securities exchange and there are fewer than 300 record holders of the
Shares of ADSs resident in the United States. Termination of the registration of
the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to holders of ADSs and to the Commission
and would make certain of the provisions of the Exchange Act, such as the
requirements of Rule 13e-3 under the Exchange Act with respect to 'going
private' transactions, no longer applicable to the ADSs. Furthermore,
'affiliates' of the Company and persons holding 'restricted securities' of the
Company may be deprived of the ability to dispose of such securities pursuant to
Rule 144 promulgated under the Securities Act. If registration of the Shares
under the Exchange Act were terminated, the ADSs would no longer be 'margin
securities' or eligible for listing or NASDAQ reporting.

14. EXTENSION OF TENDER PERIOD: TERMINATION; AMENDMENT.

The Purchaser reserves the right, at any time or from time to time, in its
sole discretion and regardless of whether or not any of the conditions specified
in Section 15 shall have been satisfied, to extend for any reason the period of
time during which the U.S. Offer is open and to amend the U.S. Offer in any
respect by giving oral or written notice of such extension or amendment to the
Receiving Agent and followed as promptly as practicable by public announcement
thereof. During any such extension, all Shares and ADSs previously tendered and
not withdrawn will remain subject to the U.S. Offer, subject to the rights of a
tendering holder to withdraw its Shares and ADSs in accordance with the
procedures set forth in Sections 3 and 4. There can be no assurance that the
Purchaser will exercise its right to extend or amend the U.S. Offer.

If the Purchaser increases by more than 2% of the outstanding Shares
(including Shares represented by ADSs) or decreases the percentage of Shares
(including Shares represented by ADSs) being sought or increases or decreases
the consideration to be paid for Shares and ADSs pursuant to the U.S. Offer and
the U.S. Offer is scheduled to expire at any time before the expiration of a
period of 10 business days from, and including, the date that notice of such
increase or decrease is first published, sent or given in the manner specified
below, the U.S. Offer will be extended until the expiration of such period of 10
business days. The Purchaser currently does not intend to increase or decrease
the percentage of Shares (including Shares represented by ADSs) to be purchased
in the U.S. Offer. If the Purchaser makes a material change in the terms of the
U.S. Offer (other than a change in price or percentage of securities sought) or
in the information concerning the U.S. Offer, or waives a material condition of
the U.S. Offer, the Purchaser will extend the U.S. Offer, if required by
applicable law, for a period sufficient to allow shareholders to consider the
amended terms of the U.S. Offer. In a published release, the Commission has
stated that in its view an offer must remain open for a minimum period of time
following a material change in the terms of such offer and that the waiver of a
condition such as the minimum tender condition near or at the end of a tender
offer is a material change in the terms of an offer. The release states that an
offer should remain open for a minimum of five business days from the date the
material change is first published, sent or given to securityholders,

<PAGE>

<PAGE>
and that if material changes are made with respect to information that
approaches the significance of price and share levels, a minimum of 10 business
days may be required to allow adequate dissemination and investor response. The
term 'business day' shall mean any day other than Saturday, Sunday or a U.S.
federal holiday and shall consist of the time period from 12:01 A.M. through
12:00 Midnight, New York City time.

The Purchaser also reserves the right, in its sole discretion, in the event
any of the conditions specified in Section 15 shall not have been satisfied and
so long as Shares and/or ADSs have not theretofore been accepted for payment, to
delay (except as otherwise required by applicable law) acceptance for payment of
or payment for Shares and ADSs or to terminate the U.S. Offer and not accept for
payment or pay for Shares and ADSs.

If the Purchaser extends the period of time during which the U.S. Offer is
open, is delayed in accepting for payment or paying for Shares and/or ADSs or is
unable to accept for payment or pay for Shares and/or ADSs pursuant to the U.S.
Offer for any reason, then, without prejudice to the Purchaser's rights under
the U.S. Offer, the Receiving Agent may, on behalf of the Purchaser, retain all
Shares and ADSs, respectively, tendered, and such Shares and ADSs may not be
withdrawn except as otherwise provided in Section 5. The reservation by the
Purchaser of the right to delay acceptance for payment of or payment for Shares
and ADSs is subject to applicable law, which requires that the Purchaser pay the
consideration offered or return the Shares and ADSs deposited by or on behalf of
shareholders promptly after the termination or withdrawal of the U.S. Offer.

Any extension, termination or amendment of the U.S. Offer will be followed
as promptly as practicable by a public announcement thereof. Without limiting
the manner in which the Purchaser may choose to make any public announcement,
the Purchaser will have no obligation (except as otherwise required by
applicable law) to publish, advertise or otherwise communicate any such public
announcement other than by making a release to the Dow Jones News Service. In
the case of an extension of the U.S. Offer, the Purchaser will make a public
announcement of such extension no later than 9:00 A.M., New York City time, on
the next business day after the previously scheduled Expiration Date.

15. CERTAIN CONDITIONS OF THE U.S. OFFER.

Subject to any applicable rules and regulations of the Commission,
including Rule 14e-1(c) under the Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered securities promptly after termination
or withdrawal of the U.S. Offer), the Purchaser may terminate or amend the U.S.
Offer and may postpone the acceptance of any payment for the Shares and ADSs as
provided in Section 14 if prior to the Expiration Date either the Bylaw
Amendment Condition or the Auction Condition shall not have been satisfied as
provided in this U.S. Offer to Purchase; or a foreign investment contract
between the Purchaser and the Republic of Chile with respect to the purchase of
the Shares pursuant to the Offers by Duke and its affiliates shall not have
become effective or if at any time before the time of payment for any Shares and
ADSs (whether or not any Shares of ADSs have been accepted for payment or paid
for pursuant to the U.S. Offer) any of the following conditions exists:

(a) there shall have been instituted any action or proceeding by any
authority or court, domestic or foreign, seeking (i) to suspend, restrain
or prohibit either Offer or any of the terms and conditions thereof, (ii)
to restrict or prohibit the exercise by Duke or any of its affiliates of
any of its rights with respect to all or any portion of the business or
assets of Duke or any of its affiliates or obligate Duke or any of its
affiliates to dispose of any business or asset of Duke or any of its
affiliates, or (iii) impose any limitation on the ability of Duke or any of
its affiliates to exercise its rights as a shareholder of the Company;

(b) there shall have occurred (i) any change or circumstances that
materially adversely affects the business, assets, financial condition or
net worth of the Company or its affiliates or the value of the Shares or
(ii) any suspension in trading of the Shares;

<PAGE>

<PAGE>
(c) there shall have occurred any modification to the Bylaws of the
Company or its affiliates, other than the Bylaw Amendments or there shall
have been declared after February 18, 1999 any dividend in respect of the
Shares; or

(d) the Company shall have sold, issued or granted, or entered into an
agreement to sell, issue or grant, any shares of common stock of, or other
equity interests in, or any securities that are convertible into or
exchangeable for any shares of common stock of, or other equity interests
in, or any options, warrants or rights of any kind to acquire any shares of
common stock or other equity interests in, the Company.

The foregoing conditions (other than the Bylaw Amendment Condition) are for
the sole benefit of Duke and the Purchaser and may be asserted by Duke or the
Purchaser in their sole discretion, regardless of the circumstances (including
any action or omission by Duke or the Purchaser) giving rise to any such
conditions or may be waived by Duke or the Purchaser in their sole discretion in
whole or in part at any time or from time to time. The failure by Duke or the
Purchaser at any time to exercise any of the foregoing rights shall not be
deemed a waiver of any such right and each such right shall be deemed an ongoing
right which may be asserted any time and from time to time. Any determination by
Duke or the Purchaser concerning any condition or event described in this
Section 15 shall be final and binding upon all parties.

16. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS.

GENERAL. Based on its examination of publicly available information filed
by the Company with the Commission and other publicly available information
concerning the Company, the Purchaser is not aware of (i) any governmental
license or regulatory permit that appears to be material to the Company's
business that might be adversely affected by the Purchaser's acquisition of
Shares and/or ADSs as contemplated herein, (ii) any approval or other action by
any government or governmental administrative or regulatory authority or agency,
domestic or foreign, that would be required for the acquisition or ownership of
Shares and/or ADSs by the Purchaser as contemplated herein (except that, with
respect to the intended claim by the Company after the acquisition of status as
a foreign utility company within the meaning of Section 33 of the Public Utility
Holding Company Act of 1935, as amended (the '1935 ACT'), the North Carolina
Utilities Commission and The Public Service Commission of South Carolina shall
not have exercised their right to withdraw their respective certifications to
the Securities and Exchange Commission under Section 33(a)(2) of the 1935 Act)
or (iii) any approval or other action by any government or governmental
administrative regulatory authority or agency, domestic or foreign, or any
consent, waiver or other approval that would be required as a result of or in
connection with the Offers, including but not limited to, any consents or other
approvals under any licenses, concessions, permits and agreements to which the
Company or the Purchaser or any of their respective subsidiaries or affiliates
is a party. Should any such approval or other action be required, the Purchaser
currently contemplates that such approval or other action will be sought. The
Purchaser is unable to predict whether it may determine that it is required to
delay the acceptance for payment of or payment for Shares and/or ADSs tendered
pursuant to the U.S. Offer pending the outcome of any such matter. There can be
no assurance that any such approval or other action, if needed, would be
obtained or would be obtained without substantial conditions or that if such
approvals were not obtained or such other actions were not taken adverse
consequences might not result to the Company's business or certain parts of the
Company's business might not have to be disposed of, any of which could cause
the Purchaser to elect to terminate the U.S. Offer without the purchase of
Shares and/or ADSs thereunder. The Purchaser's obligation under the U.S. Offer
to accept for payment and pay for Shares and/or ADSs is subject to certain
conditions. See Section 15.

CHILEAN CORPORATE LAW.

Should Duke acquire control of approximately 51% of the total number of
Shares outstanding, Duke would be able, with the concurrence of holders of
relatively few Shares not owned by Duke,

<PAGE>

<PAGE>
to make certain fundamental changes to the Company. More particularly, Chilean
companies law provides that a vote of the holders of at least 66 2/3% of the
outstanding shares would be required to take any of the following action: (i)
transformation, spin-off or merger of the Company; (ii) amendment to the term of
duration of the Company or its early termination; (iii) change of the domicile
of the Company; (iv) decrease in capital of the Company; (v) approval and
valuation of capital contributions made in property other than cash; (vi)
amendment to those matters to be decided at a meeting of shareholders; (vii)
reduction of the number of members of the Board of Directors of the Company and
limits on the powers of the Board of Directors; (viii) sale of all of the assets
and debts or sale of all of the assets of the Company; (ix) the manner of
distributing surplus of the Company; and (x) the curing of technical defects in
the constitutive documents of the Company or any amendment thereto.

Chilean company law provides for statutory withdrawal rights for minority
shareholders where holders of at least 66 2/3% of the total shares outstanding
make certain of the fundamental changes set forth above. Following the adoption
of a resolution relating to a fundamental change by a majority of at least
66 2/3% of total shares outstanding, a company is required to publish a notice
of the passing of such resolution. Dissident shareholders have thirty days to
notify the company of their dissent. The board of directors of the company has
an additional thirty days to call another meeting of the shareholders to
consider the revocation of the resolution that triggered the withdrawal right.
If the board of directors does not call a second meeting of the shareholders or
the resolution is not revoked at such meeting, all dissenting shareholders that
previously notified the company have the right to compel the company to purchase
their shares in the company. Such purchases are made within thirty days of the
second shareholders meeting or the date of the decision of the board of
directors not to call such meeting, at a price determined from the weighted
average trading price on stock exchanges in Chile during the preceding two
months.

Under Article 54 of the Chilean Securities Market Law, any person or group
of persons intending to take control of a publicly traded Chilean company must
announce such intent to the public by publishing in a national newspaper a
notice of intention to acquire control that contains the information prescribed
by such Article 54 and duly notifying the SVS and the stock exchange in Chile on
which such company's securities are traded. In accordance with Article 54, a
notice of intention to acquire control was published by Duke on February 18,
1999 in La Segunda, a national newspaper and reprinted on February 19, 1999 in
El Mercurio, also a national newspaper, and the SVS and Chilean Stock Exchanges
were duly notified on February 18, 1999. Following the announcement by Duke of
its intention to conduct the Offers, the SVS requested that Duke and the
Purchaser supplement the information provided in the Article 54 notice and Duke
and the Purchaser have complied with this request.

In accordance with Article 12 of the Securities Market Law, Duke must
report the results of the Offers to the SVS and the Santiago Stock Exchange, the
Valparaiso Stock Exchange and the Electronic Exchange within five days of the
Expiration Date. In addition, the Company must give notice of the acquisition of
a majority of the ownership interests of the Company within five days after the
first day of the month following the month in which the purchases under the
Offers are made. Duke intends to take, or cause to be taken, all steps necessary
to comply with Article 12 of the Chilean Securities Market Law.

ANTITRUST AND REGULATORY LAWS.

Under the United States Hart-Scott-Rodino Antitrust Improvements Act of
1976 (the 'HSR ACT'), certain acquisitions may not be consummated unless certain
information has been furnished to the Federal Trade Commission and the Antitrust
Division of the Department of Justice and certain waiting period requirements
have been satisfied. Based upon information concerning the Company that is
publicly available, the Purchaser believes that the HSR Act is not applicable to
the purchase of the Shares and/or the ADSs pursuant to the Offers and that such
purchase will not violate the antitrust laws.

<PAGE>

<PAGE>
There are no requirements under Chilean law that the Chilean Antitrust
Authority (the 'CAA') be notified of the Offers. The CAA does, however, have
broad authority to investigate any intended transaction that the CAA determines
is likely to cause an adverse effect on, or lessen, competition. Although it is
not anticipated that the CAA will investigate the Offers, no assurance can be
given that the CAA will not determine that the Offers are anticompetitive and
subject to the scrutiny of the CAA.

OTHER.

Based upon the Purchaser's examination of publicly available information
concerning the Company, it appears that the Company and its subsidiaries own
property and conduct business in a number of foreign countries in addition to
those described above. In connection with the acquisition of Shares and/or ADSs
pursuant to the Offers, the laws of certain of those foreign countries may
require the filing of information with, or the obtaining of the approval of,
governmental authorities therein. After commencement of the Offers, Duke will
seek further information regarding the applicability of any such laws and
currently intends to take such action as they may require, but no assurance can
be given that such approvals will be obtained. If any action is taken prior to
completion of the U.S. Offer by any such government or governmental authority,
the Purchaser may not be obligated to accept for payment or pay for any tendered
Shares. See Section 15.

17. FEES AND EXPENSES.

Except as set forth below, neither the Purchaser nor Duke will pay any fees
or commissions to any broker, dealer or other person for soliciting tenders of
Shares and/or ADSs pursuant to the U.S. Offer.

CSFB is acting as Dealer Manager in connection with the U.S. Offer and as
financial advisor to Duke and the Purchaser in connection with the proposed
acquisition of a controlling interest in the Company. CSFB will receive
customary compensation for acting in the foregoing capacities. Such compensation
will not exceed $14.0 million in the aggregate. Duke and the Purchaser also have
agreed to reimburse CSFB for its out-of-pocket expenses, including the fees and
expenses of legal counsel and other advisors, incurred in connection with its
engagement, and to indemnify CSFB and certain related persons against certain
liabilities and expenses in connection with its engagement, including certain
liabilities under the federal securities laws. In the ordinary course of
business, CSFB and its affiliates may actively trade the debt and equity
securities of the Company for their own account and for the accounts of
customers, and accordingly, may at any time hold a long or short position in
such securities.

The Purchaser has retained Harris Trust Company of New York to act as the
Receiving Agent in connection with the U.S. Offer. The Receiving Agent has not
been retained to make solicitations or recommendations in its role as receiving
agent. The Receiving Agent will receive reasonable and customary compensation
for its services, will be reimbursed for certain reasonable out-of-pocket
expenses and will be indemnified against certain liabilities in connection
therewith, including certain liabilities under the U.S. federal securities laws.

The Purchaser has retained Innisfree M&A Incorporated to act as the
Information Agent in connection with the U.S. Offer. The Information Agent may
contact holders of Shares and/or ADSs by mail, telephone, telex, telegraph and
personal interviews and may request brokers, dealers and other nominee
shareholders to forward materials relating to the U.S. Offer to beneficial
owners. The Information Agent will receive reasonable and customary compensation
for its services, will be reimbursed for certain reasonable out-of-pocket
expenses and will be indemnified against certain liabilities in connection
therewith, including certain liabilities under the U.S. federal securities laws.

<PAGE>

<PAGE>
18. MISCELLANEOUS.

The U.S. Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares or ADSs in any jurisdiction in which the making
of the U.S. Offer or acceptance thereof would not be in compliance with the laws
of such jurisdiction. However, the Purchaser may, in its discretion, take such
action as it may deem necessary to make the U.S. Offer in any such jurisdiction
and extend the U.S. Offer to holders of Shares and ADSs in such jurisdiction.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ON BEHALF OF THE PURCHASER OR DUKE NOT CONTAINED IN THIS U.S.
OFFER TO PURCHASE OR IN THE FORM OF ACCEPTANCE, ADS LETTER OF TRANSMITTAL OR ADS
NOTICE OF GUARANTEED DELIVERY AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.

The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1, together with exhibits, pursuant to Rule 14d-3 of the General
Rules and Regulations under the Exchange Act, furnishing certain additional
information with respect to the U.S. Offer. The Schedule 14D-1 and any
amendments thereto, including exhibits, may be examined and copies may be
obtained from the offices of the Commission in the manner set forth in Section 8
of this U.S. Offer to Purchase (except that such information will not be
available at the regional offices of the Commission).

DUKE ENERGY INTERNATIONAL, L.L.C.
DUKE ENERGY CORPORATION

February 25, 1999

<PAGE>

<PAGE>
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS

1. DIRECTORS AND EXECUTIVE OFFICERS OF DUKE ENERGY CORPORATION. The name,
business address, present principal occupation or employment and five-year
employment history of each director and executive officer of Duke Energy
Corporation and certain other information are set forth below. Unless otherwise
indicated below, the address of each director and officer is 422 South Church
Street, Charlotte, North Carolina 28202-1904, U.S.A. Where no date is shown, the
individual has occupied the position indicated for the past five years. All
directors and officers listed below are United States citizens. Directors are
identified by an asterisk.

<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME AND BUSINESS ADDRESS EMPLOYMENT AND FIVE-YEAR EMPLOYMENT HISTORY
- --------------------------------------------- ------------------------------------------------------------------
<S> <C>
George Alex Bernhardt, Sr.*.................. Chairman & Chief Executive Officer, Bernhardt Furniture.
Richard W. Blackburn......................... Executive Vice President, General Counsel & Secretary of Duke
(since October 1997); President & Group Executive Worldwide
Communications and Media Group, NYNEX (1995-1997); Chief Operating
Officer, Worldwide Services, NYNEX (1991-1995).
Robert J. Brown*............................. Chairman & Chief Executive Officer, B&C Associates, Inc.
William A. Coley*............................ Group President of Duke Power, Duke; has held other positions at
Duke.
William T. Esrey*............................ Chairman & Chief Executive Officer, Sprint Corporation.
Fred J. Fowler............................... Group Vice President of Energy Transmission, Duke (since 1997);
has held other positions at Duke's subsidiaries; President, Texas
Eastern (1994-1997)
Ann Maynard Gray*............................ Former Vice President, ABC Inc.; former President, Diversified
Publishing, Group of ABC Inc.
Dennis R. Hendrix*........................... Retired Chairman of the Board and former President, PanEnergy
Corporation.
Harold S. Hook*.............................. Consultant (since 1997); Chairman, (1978-1997), Chief Executive
Officer (1978-1996), American General Corporation.
George Dean Johnson, Jr..*................... Chief Executive Officer, Extended Stay American; Blockbuster
Entertainment Corporation.
A. Max Lennon*............................... President, Mars Hill College (1996-present); President & Chief
Executive Officer of Eastern Foods, Inc. (1994-1996); President
Clemson University (1985-1994).
Leo E. Linbeck, Jr.*......................... Chief Executive Officer, Linbeck Corporation.
James G. Martin*............................. Medical Research Executive, Vice President, Research Carolinas
Medical Center.
Richard J. Osborne........................... Executive Vice President and Chief Financial Officer
Harvey Padewer............................... Group President, Energy Services (1999) prior to 1999, Utilicorp
(1995-1999); ABB (prior to 1995)
Richard B. Priory*........................... Chairman, President & Chief Executive Officer of Duke; has held
other positions at Duke.
Russell M. Robinson, II*..................... Attorney, Robinson, Bradshaw & Hinson, P.A.
Ruth Shaw.................................... Executive Vice President, Chief Administrative Officer (since June
1997); has held other positions at Duke.
</TABLE>

<PAGE>

<PAGE>
2. DIRECTORS AND EXECUTIVE OFFICERS OF THE PURCHASER. The name, business
address, present principal occupation or employment and five-year employment
history of each director and executive officer of the Purchaser and certain
other information are set forth below. Unless otherwise indicated below, the
address of each director and officer is 5400 Westheimer Court, Houston, Texas
77056-5310, U.S.A. Where no date is shown, the individual has occupied the
position indicated for the past five years. All directors and officers listed
below are United States citizens. Directors are identified by an asterisk.

<S> <C>
Keith G. Butler.............................. Executive Vice President, Chief Financial Officer, Treasurer &
Secretary of Purchaser; Senior Vice President & Chief Financial
Officer, Duke Global Asset; has held other positions at Duke.
Steven F. Gilliland.......................... Executive Vice President, President, Industrial Asset Development
of Purchaser; has held other positions at Duke (since 1996);
President & Chief Executive Officer, Proler International Corp.
(January 1995-August 1996). Senior Vice President, CRSS Capital,
Inc. (1992-1994).
David L. Hauser*............................. Senior Vice President & Treasurer of Duke; has held other
positions at Duke.
Henry D. Jones*.............................. President, Duke Energy Resource Management Co.; has held other
positions at Duke (since 1998); Vice President, Energy Trading
Risk Management -- NGC Corp. (February 1994-March 1998).
Robert S. Lilien*............................ Senior Vice President -- Diversified Businesses of Duke; has held
other positions at Duke.
Johnny Farris Norris, Jr.*................... Chairman of Purchaser; Chairman & Chief Executive Officer, Duke
Global Asset; has held other positions at Duke and its
subsidiaries.
John T. Sickman.............................. Senior Vice President of Purchaser; has held other positions with
Duke.
William L. Sigmon, Jr........................ Senior Vice President of Purchaser; Senior Vice President Project
Management, Duke; has held other positions at Duke and its
subsidiaries.
Bruce A. Williamson*......................... President & Chief Executive Officer of Purchaser; has held other
positions at Duke and its subsidiaries since 1995; Shell Oil
Company (prior to 1995).
</TABLE>

<PAGE>

<PAGE>
3. DIRECTORS AND EXECUTIVE OFFICERS OF THE DUKE GLOBAL ASSET DEVELOPMENT,
INC. The name, business address, present principal occupation or employment and
five-year employment history of each director and executive officer of Duke
Global Asset Development, Inc. and certain other information are set forth
below. Unless otherwise indicated below, the address of each director and
officer is 400 South Tryon, Suite 1800 Charlotte, NC 28285, U.S.A. Where no date
is shown, the individual has occupied the position indicated for the past five
years. All directors and officers listed below are United States citizens.
Directors are identified by an asterisk.

<S> <C>
Edgar Barber Abrams.......................... Executive Vice President of Duke Global Asset; has held other
positions at Duke and its subsidiaries.
Keith G. Butler.............................. Senior Vice President & Chief Financial Officer of Duke Global
Asset; has held other positions at Duke and its subsidiaries.
Johnny Farris Norris, Jr.*................... Chairman & Chief Executive Officer (1998-present) of Duke Global
Asset; has held other positions at Duke and its subsidiaries.
David L. Rehn*............................... Executive Vice President of Duke Global Asset; President & Chief
Executive Officer, Duke Energy Power Services; has held other
positions at Duke.
Bruce A. Williamson*......................... Executive Vice President of Duke Global Asset; President & Chief
Executive Officer of Purchaser; has held other positions at Duke
and its subsidiaries (since 1995); Shell Oil Company (prior to
Duke).
</TABLE>

<PAGE>

<PAGE>
4. DIRECTORS AND EXECUTIVE OFFICERS OF THE DUKE ENERGY SERVICES, INC. The
name, business address, present principal occupation or employment and five-year
employment history of each director and executive officer of Duke Energy
Services, Inc. and certain other information are set forth below. Unless
otherwise indicated below, the address of each director and officer is 5400
Westheimer Court, Houston, Texas 77056-5310, U.S.A. Where no date is shown, the
individual has occupied the position indicated for the past five years. All
directors and officers listed below are United States citizens. Directors are
identified by an asterisk.

<S> <C>
Leonard B. Gatewood*......................... Executive Vice President; Senior Vice President, Strategic
Planning & Development, Duke; has held other positions at Duke and
its subsidiaries.
Robert S. Lilien*............................ Senior Vice President -- Diversified Businesses, Duke; has held
other positions at Duke and its subsidiaries.
Richard McGee................................ Vice President and General Counsel of DESI.
Jim W. Mogg*................................. Executive Vice President of DESI; President & Chief Executive
Officer, Duke Energy Field Services, Inc.; has held other
positions at subsidiaries of Duke.
Harvey J. Padewer*........................... Group President, Energy Services (1999); Utilicorp (1995-1999);
prior to 1995, ABB.
</TABLE>

<PAGE>

<PAGE>
5. DIRECTORS AND EXECUTIVE OFFICERS OF PANENERGY CORP. The name, business
address, present principal occupation or employment and five-year employment
history of each director and executive officer of PanEnergy Corp. and certain
other information are set forth below. Unless otherwise indicated below, the
address of each director and officer is 5400 Westheimer Court, Houston, Texas
77056-5310, U.S.A. Where no date is shown, the individual has occupied the
position indicated for the past five years. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to employment with
PanEnergy Corp. All directors and officers listed below are United States
citizens. Directors are identified by an asterisk.

<S> <C>
David L. Hauser.............................. Vice President & Treasurer of PanEnergy; Senior Vice President &
Treasurer, Duke; has held other positions at Duke and its
subsidiaries.
Fred J. Fowler*.............................. Group Vice President of Energy Transmission, Duke (since 1997);
President, Texas Eastern (1994-1997)
Richard B. Priory*........................... Chairman, President & CEO of Duke (since November 1998); has held
other positions at Duke and its subsidiaries.
Richard J. Osborne*.......................... Senior Vice President & Chief Financial Officer of PanEnergy,
Executive Vice President and Chief Financial Officer, Finance,
Duke; has held other positions at Duke.
Steven M. Roverud............................ Group Vice President of Duke (since 1996); President, Panhandle
Eastern Pipe Line Company (present, 1994-1996); Chairman
(present), Senior Vice President, Trunkline Gas Company and
Trunkline LNG Company (1993-1994).
Bruce A. Williamson.......................... Vice President, Finance & Assistant Secretary of PanEnergy;
President & Chief Executive Officer, Purchaser; has held other
positions at Duke's subsidiaries (since 1995); Shell Oil Company
(prior to Duke's subsidiaries).
</TABLE>

<PAGE>

<PAGE>
6. DIRECTORS AND EXECUTIVE OFFICERS OF DUKE CAPITAL CORPORATION. The name,
business address, present principal occupation or employment and five-year
employment history of each director and executive officer of Duke Capital
Corporation and certain other information are set forth below. Unless otherwise
indicated below, the address of each director and officer is 422 South Church
Street, Charlotte, NC 28202, U.S.A. Where no date is shown, the individual has
occupied the position indicated for the past five years. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers to
employment with Duke Capital Corporation. All directors and officers listed
below are United States citizens. Directors are identified by an asterisk.

<S> <C>
Fred J. Fowler*.............................. Vice President of Duke Capital; Group Vice President, Energy
Transmission, Duke (since 1987); President, Texas Eastern
(1994-1997).
David L. Hauser.............................. Vice President and Treasurer of Duke Capital; Senior Vice
President & Treasurer, Duke; has held other positions at Duke and
its subsidiaries.
Robert S. Lilien*............................ Secretary and General Counsel of Duke Capital; Senior Vice
President -- Diversified Businesses, Duke; has held other
positions at Duke and its subsidiaries.
Richard J. Osborne*.......................... Vice President & Chief Financial Officer of Duke Capital;
Executive Vice President & Chief Financial Officer, Finance, Duke;
has held other positions at Duke and its subsidiaries.
Harvey J. Padewer*........................... Group President, Energy Services, Duke (1999); Utilicorp
(1995-1999); prior to 1995, ABB.
Richard B. Priory*........................... President & Chairman of Duke Capital; Chairman; President & CEO of
Duke; has held other positions at Duke and its subsidiaries.
</TABLE>

<PAGE>

<PAGE>
Facsimile copies of the Form of Acceptance and the ADS Letter of
Transmittal, properly completed and duly signed, will be accepted. Completed
Forms of Acceptance, accompanied by Titulo(s), a duly signed Traspaso with the
number of Shares in blank and a power of attorney to complete the Traspaso and
all other documents of title and transfer, should be delivered to the Receiving
Agent at the addresses set forth below. The ADS Letter of Transmittal, ADRs for
the ADSs and any other required documents should be sent by each holder of the
ADSs or his or her broker, dealer, commercial bank, trust company or other
nominee to the Receiving Agent at the addresses set forth below.

The Receiving Agent for the U.S. Offer is:

HARRIS TRUST COMPANY OF NEW YORK

<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or Overnight Courier:
Wall Street Station (for Eligible Institutions Only) 88 Pine Street 19th Floor
P.O. Box 1023 (212) 701-7636 New York, NY 10005
New York, NY 10268-1023 (212) 701-7637
Confirmation of Fax:
(212) 701-7624
</TABLE>

Questions or requests for assistance or additional copies of this U.S.
Offer to Purchase, the Form of Acceptance, the ADS Letter of Transmittal and the
ADS Notice of Guaranteed Delivery may be directed to the Information Agent or
the Dealer Manager at their respective addresses and telephone numbers set forth
below. A holder of Shares and/or ADSs also may contact his or her broker,
dealer, commercial bank, trust company or other nominee for assistance
concerning the U.S. Offer.

The Information Agent for the U.S. Offer is:

[INNISFREE M & A INCORPORATED]

501 Madison Avenue, 20th Floor
New York, New York 10022
Bankers and Brokers Call Collect: (212) 750-5833
All Others Call Toll Free: (888) 750-5834

The Dealer Manager for the U.S. Offer is:

CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue
New York, New York 10010-3629
Call Toll Free (800) 881-8320

<PAGE>

<PAGE>
EXHIBIT (a)(2)

<PAGE>

<PAGE>
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt about what action to take, you should immediately consult your
stockbroker, bank manager, lawyer, accountant or other professional or
investment advisor.

If you have sold all your shares in Empresa Nacional de Electricidad S.A.
(the 'COMPANY' or 'ENDESA-CHILE'), please send this Form together with the
accompanying documents as soon as possible to the purchaser or to the
stockbroker, bank or other agent through whom the sale was effected for
transmission to the Purchaser.

This document should be read in conjunction with the U.S. Offer to Purchase
dated February 25, 1999 (the 'U.S. OFFER TO PURCHASE'). The definitions used in
the U.S. Offer to Purchase apply in this Form of Acceptance (the 'FORM'). All
terms and conditions contained in the U.S. Offer to Purchase applicable to the
U.S. Offer (as defined in the U.S. Offer to Purchase) for Shares are deemed to
be incorporated in and form part of this Form.

FORM OF ACCEPTANCE
TO TENDER SHARES OF COMMON STOCK
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED FEBRUARY 25, 1999
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS THE U.S.
OFFER IS EXTENDED.

THE RECEIVING AGENT FOR THE U.S. OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK

<TABLE>
<S> <C>
By Mail: By Hand or Overnight Courier:
Wall Street Station 88 Pine Street
P.O. Box 1023 19th Floor
New York, New York 10268-1023 New York, New York 10005
</TABLE>

For Confirmation Telephone:
(212) 701-7624

DELIVERY OF THIS FORM OF ACCEPTANCE TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY OF THIS FORM OF ACCEPTANCE
TO A BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE VALID DELIVERY TO THE
RECEIVING AGENT.

THE INSTRUCTIONS ACCOMPANYING THIS FORM OF ACCEPTANCE SHOULD BE READ
CAREFULLY BEFORE THIS FORM OF ACCEPTANCE IS COMPLETED.

THIS FORM OF ACCEPTANCE IS TO BE USED ONLY FOR TENDERING SHARES (AS DEFINED
BELOW). DO NOT USE THIS FORM OF ACCEPTANCE FOR TENDERING ADSs.

<PAGE>

<PAGE>
ACTION TO BE TAKEN TO ACCEPT THE U.S. OFFER

Please read the detailed instructions on how to complete this Form. This
Form should only be used to accept the U.S. Offer if you are a registered holder
of Shares of Endesa-Chile (the 'SHARES') and you are not a Chilean Person or
holding shares for a Chilean Person. Shares beneficially owned or held of record
by persons who are Chilean Persons cannot be tendered pursuant to the U.S. Offer
and can only be tendered pursuant to the concurrent Chilean Offer. If you are a
holder of American Depositary Shares ('ADSs'), you will receive and should
complete an ADS Letter of Transmittal and related documents in accordance with
the instructions set out therein. If you wish to accept the U.S. Offer, send the
completed and signed Form, together with Titulo(s) evidencing ownership of
Shares or a certificate from the Deposito Central de Valores (the 'DCV')
evidencing the number of Shares held on deposit in the case of Shares held at
the DCV, a duly signed Traspaso stock transfer (Exhibit 1) with the number of
Shares IN BLANK and a power of attorney to complete such Traspaso and, in the
case of Shares held on deposit at the DCV, a letter to the DCV instructing the
DCV to perform a book-entry transfer in favor of Duke Energy International,
L.L.C. (the 'PURCHASER'), to Harris Trust Company of New York (the 'RECEIVING
AGENT'), at the address set forth on the back cover of the U.S. Offer to
Purchase as soon as possible and in any event so as to arrive not later than
12:00 midnight, New York City time, on Friday, April 9, 1999, unless the U.S.
Offer is extended.

If your Titulo(s) and other documentation are not readily available or are
lost, this Form should nevertheless be completed, signed and returned as stated
above so as to arrive not later than 12:00 midnight, New York City time, on
Friday, April 9, 1999, unless the U.S. Offer is extended.

Your acceptance of the U.S. Offer is on the terms and subject to the
conditions contained in the U.S. Offer to Purchase and in this Form. In the
event of an inconsistency between the terms and procedures in the Form and the
U.S. Offer to Purchase, the terms and procedures in the U.S. Offer to Purchase
shall govern. Please contact the Information Agent at (888) 750-5834 or (212)
750-5833 to discuss any inconsistency.

DO NOT DETACH ANY PART OF THIS FORM

If you have any questions as to how to complete this Form, please contact
the Information Agent at (888) 750-5834 or (212) 750-5833.

INSTRUCTIONS

If you wish to accept the U.S. Offer you should:

(i) complete and sign this Form in accordance with the instructions
set out below;

(ii) forward this Form, together with Titulo(s) evidencing ownership
of Shares or a certificate from the DCV evidencing the number of
Shares held on deposit in the case of Shares held at the DCV, a
duly signed Traspaso with the number of Shares IN BLANK and a
power of attorney to complete such Traspaso and, in the case of
Shares held on deposit at the DCV, a letter to the DCV
instructing the DCV to perform a book-entry transfer in favor of
the Purchaser, to the Receiving Agent at the address set forth on
the back cover of the U.S. Offer to Purchase; and

(iii) ensure that they are sent so that they arrive or are delivered
at the address of the Receiving Agent not later than 12:00
midnight, New York City time, on Friday, April 9, 1999, unless
the U.S. Offer is extended.

POWER OF ATTORNEY

By accepting this U.S. Offer, signing this Form and delivering both the
Titulo(s) and a duly signed Traspaso with the number of Shares being offered for
acceptance by the Purchaser IN BLANK you will be granting a special irrevocable
power of attorney to the Receiving Agent authorizing such Receiving Agent to
fill in such blank with: (i) the total number of Shares you indicate in this
Form if following the Expiration Date Shares and ADSs representing in the
aggregate less than 501,947,400 Shares are tendered and accepted for purchase by
the Purchaser; or otherwise (ii) such number of Shares as the

<PAGE>

<PAGE>
Purchaser may determine by following the rules on proration set out in the U.S.
Offer to Purchase if, on the Expiration Date, your Shares are eligible for
proration in accordance with such rules. By signing this Form you hereby grant
this irrevocable commercial power of attorney in the understanding that it is
being granted in the interest of both the principal and the attorney in fact and
that the attorney in fact shall not be liable for rendering of accounts or any
other obligations to the principal.

NEGATIVE COVENANT

By signing this Form, you agree that until the Expiration Date you will not
sell, transfer, assign, pledge or in any other way dispose of or encumber the
Shares tendered hereby.

VOTING ON BYLAW AMENDMENTS

Attached as Exhibits 2 and 3 to this Form are Spanish and English language
proxies. You may execute the proxy in Spanish in favor of a third party to vote
your Shares at the Bylaw Meeting when it is scheduled by the Company.

<PAGE>

<PAGE>
HOW TO COMPLETE THIS FORM PLEASE COMPLETE IN BLOCK CAPITALS
- --------------------------------------------------------------------------------

1. THE U.S. OFFER

To accept the U.S. Offer, write in Box 1 the total number of Shares for
which you wish to accept the U.S. Offer. If no number, or a number greater than
your entire holding of Shares, is written in Box 1 and you have signed Box 2,
you will be deemed to have written the number of Shares comprised in, and to
have accepted the U.S. Offer in respect of, your entire registered holding of
Shares. TO ACCEPT THE U.S. OFFER, COMPLETE BOXES 1 AND 3 AND, IF APPLICABLE, BOX
4, AND SIGN BOX 2 BELOW.

BOX 1

_______________________________________________
SHARES

2. SIGNATURES

You must execute Box 2 and, in the case of a joint holding, arrange for the
designated common representative or, otherwise, all other joint holders to do
likewise.

In the case of Joint Holders, all must sign. All signatures must be
witnessed.

A witness should be a stockbroker, a Notary Public or two individuals over
18 and must not be a joint holder.

If you sign in a capacity other than that of a registered holder (e.g.,
under a Power of Attorney), please state the capacity in which you sign and send
together with this Form an authorized copy of the Power of Attorney.

<TABLE>
<CAPTION>
SIGN HERE TO ACCEPT THE U.S. OFFER
<S> <C>
- ------------------------------------------------------------------------------------------------------------
BOX 2
- ------------------------------------------------------------------------------------------------------------

Execution by Individuals Execution by a company
Signed and delivered as a deed by Executed and delivered as a deed of
In the presence
by

- ------------------------------------------------------------
(NAME OF RECORD HOLDER)
------------------------------------------------
------------------------------------------------
------------------------------------------------
(NAME OF COMPANY)
- ------------------------------------------------------------
(SIGNATURE OF RECORD HOLDER)
------------------------------------------------
------------------------------------------------
------------------------------------------------
(GENERAL MANAGER) (SIGNATURE)

------------------------------------------------
------------------------------------------------
------------------------------------------------
(NAME OF SECRETARY/DIRECTOR) (SIGNATURE)

(The space above should be used to witness as appropriate)
</TABLE>

<PAGE>

<PAGE>
3. NAME(s) AND ADDRESS

Complete Box 3 with the full name and address of the sole or first named
registered holder together with the names of all other joint holders (if any) in
BLOCK CAPITALS.

FULL NAME(S) AND ADDRESS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------
BOX 3
- -------------------------------------------------------------------------------------------------------------------------
JOINT REGISTERED JOINT REGISTERED JOINT REGISTERED
HOLDER(S) HOLDER(S) HOLDER(S)
FIRST REGISTERED HOLDER

1. First Name(s) 2. First Name(s) 3. First Name(s) 4. First Name(s) 5. Corporation(s)

(Mr. Mrs. Miss Title) (Mr. Mrs. Miss Title) (Mr. Mrs. Miss Title) (Mr. Mrs. Miss Title) Name of Corporation

Last Name Last Name Last Name Last Name

Address Address Address Address Address

Zip Code Zip Code Zip Code Zip Code Zip Code

</TABLE>

In case of questions please state daytime telephone number_____________________

4. ALTERNATIVE ADDRESS

Insert in Box 4 the name and address of the person or agent (for example,
your bank) to whom you wish the consideration or returned documents to be sent
if not the same as in Box 3. Complete this Box if you wish the consideration
and/or other documents to be sent to someone other than the first-named
registered holder at the address set out in Box 3.

-------------------------------------------------
BOX 4
-------------------------------------------------

Name ------------------------------------------

Address----------------------------------------
- -----------------------------------------------
- -----------------------------------------------
- -----------------------------------------------
- -----------------------------------------------

Daytime telephone number ----------------------

ADDITIONAL NOTES REGARDING THE COMPLETION AND SUBMISSION OF THIS FORM

In order to be effective, this Form must, except as mentioned below, be
executed personally by the registered holder or, in the case of a joint holding,
by the representative of ALL the joint holders as provided for in Article 23 of
Law 18.046 of the Chilean Companies Law and all signatures must be independently
witnessed as provided for in Article 15 of the Regulations of the Chilean
Companies Law (the 'RULES'). A corporation must execute this Form by means of
its General Manager signing on its

<PAGE>

<PAGE>
behalf or by executing this Form as a deed in any other manner permitted by its
by laws or other regulations.

In order to avoid delay and inconvenience to yourself, the following points
may assist you:

1. IF THE SOLE HOLDER HAS DIED

If the lawful successors in the ownership of the Shares have been
registered with the Company (in its Shareholders Registry) in the manner
provided for in Article 18 of the Rules, this Form must be signed by such holder
of record and witnessed as provided for in Article 15 of the Rules and sent to
or delivered by hand to the Receiving Agent at its address together with the
Titulo(s) and the duly signed Traspaso with the number of shares IN BLANK. If
the lawful successors in the ownership of the Shares have not been registered
with the Company (in its Shareholders Registry) all the prospective heirs should
sign this Form witnessed as provided for in Article 15 of the Rules and forward
it together with the Titulo(s) and a duly signed Traspaso with the number of
Shares IN BLANK and in addition the relevant auto de posesion efectiva
(probate), all to be sent to or delivered by hand to the Receiving Agent at its
address before the consideration due can be forwarded to the personal
representative(s).

2. IF ONE OF THE JOINT HOLDERS IN A JOINT ACCOUNT HAS DIED

This Form must be signed by all the surviving holders together with all
prospective heirs as listed in the auto de posesion efectiva, or the executor,
in such case and sent to or delivered by hand to the Receiving Agent together
with the Titulo(s), a duly signed Traspaso with the number of Shares IN BLANK
and, in addition, the relevant auto de posesion efectiva (probate) of the
deceased.

3. IF YOUR TITULO(S) IS/ARE HELD BY YOUR STOCKBROKER, BANK OR SOME OTHER AGENT

You should either obtain from your stockbroker, bank or other agent the
Titulo(s) in your name and submit it to the Receiving Agent together with the
Traspaso with the number of Shares IN BLANK and the Form duly signed or,
alternatively, you should instruct your stockbroker, bank or other agent to
tender your Shares in the manner specified above.

4. IF YOUR SHARES ARE DEPOSITED WITH THE DCV

The completed Form, together with a duly signed Traspaso with the number of
Shares IN BLANK together with: (i) a letter to the DCV instructing the DCV to
perform a book-entry transfer in favor of the Purchaser for such number of
Shares as may be specified in accordance herewith; and (ii) the certificate
issued by the DCV evidencing the number of Shares held in deposit with such
facility and indication that they are free and clear of liens, pledges or
encumbrances, should be sent to or submitted by hand to the Receiving Agent at
its address set forth on the back cover of the U.S. Offer to Purchase.

5. IF YOU HAVE LOST ANY OF YOUR SHARE CERTIFICATES

The completed Form, together with any Titulo(s) which you have available,
should be sent to or delivered by hand to the Receiving Agent at its address
accompanied by a letter stating that you have lost one or more of your
Titulo(s). You should then follow the procedures provided for in Article 21 of
the Rules and, when completed, ask the Company for a substitute Titulo.

6. IF A HOLDER IS AWAY FROM HOME (E.G., ABROAD OR ON HOLIDAY) OR IF THIS FORM IS
BEING SIGNED UNDER A POWER OF ATTORNEY

Send this form by the quickest means (e.g., air mail) to the holder for
execution or, if the holder has executed a Power of Attorney, have this Form
signed by the Attorney. The completed Form together with the Titulo(s) and duly
signed Traspaso with the number of Shares IN BLANK should be deposited with the
Receiving Agent, at its address accompanied by the Power of Attorney (or a duly
certified copy thereof). The Power of Attorney (or a duly certified copy
thereof) will be submitted for registration by the Receiving Agent and returned
as directed. No other signatures are acceptable.

<PAGE>

<PAGE>
7. IF YOUR NAME OR ANY OTHER PARTICULARS ARE SHOWN INCORRECTLY ON THE SHARE
CERTIFICATE(S), FOR EXAMPLE:

<TABLE>
<CAPTION>
<S> <C>
(a) Name on the certificate(s)......................................................... James Smith
Correct Name....................................................................... James Smyth
</TABLE>

Complete this Form with the correct name and submit it accompanied by a
letter from your bank, stockbroker or lawyer confirming that the person
described on the certificate(s) and the person who signed this Form are one and
the same.

(b) Incorrect address

Write the correct address in Box 3 on this Form.

If you have changed your name, submit a certified copy of your Marriage
Certificate or other documents or, in the case of a corporation, a Certificate
of Incorporation or other evidence of the change of name with this Form for
noting.

8. IF YOU HAVE SOLD OFF ALL YOUR HOLDING

You should send this Form at once to the stockbroker, bank or other agent
through whom the sale was effected for transmission to the Purchaser.

THE CONSIDERATION DUE TO YOU UNDER THE U.S. OFFER CANNOT BE SENT TO YOU
UNTIL ALL RELEVANT DOCUMENTS HAVE BEEN PROPERLY COMPLETED AND SENT TO OR
DEPOSITED WITH THE RECEIVING AGENT. NOTWITHSTANDING THAT NO TITULO(S) AND/OR
OTHER DOCUMENT(S) OF TITLE IS/ARE DELIVERED WITH IT, THIS FORM, IF OTHERWISE
VALID, ACCOMPANIED BY THE APPROPRIATE ENDORSEMENT OR CERTIFICATE SIGNED ON
BEHALF OF THE TRANSFER AGENT OF THE COMPANY WILL BE TREATED AS A VALID
ACCEPTANCE OF THE U.S. OFFER.

<PAGE>

<PAGE>
EXHIBIT 1

PLEASE NOTE THAT THIS ENGLISH LANGUAGE TRANSLATION OF "TRASPASO DE ACCIONES"
IS PROVIDED FOR YOUR INFORMATION ONLY. TO BE EFFECTIVE, THE ORIGINAL SPANISH
LANGUAGE TRASPASO MUST BE COMPLETED AND SIGNED.

TRANSFER OF SHARES

I hereby advise the manager of -------------------------------------------------

to transfer --------------------------------------------------------------------

shares of the ------------------------------------------------------------------

owned by -----------------------------------------------------------------------

as recorded in certificate no. -------------------------------------------------

and which I have conveyed to ---------------------------------------------------
FIRST NAME LAST NAME

at a price of $------------------ for each share.

WITNESSES

Name-----------------------

WITNESS 1 Signature -----------------

Address--------------------

Name-----------------------

WITNESS 2 Signature -----------------

Address--------------------

In -------------- on ---------- 199 --------

- --------------------------------------------
NAME OF SELLER OR SELLER'S AGENT
(Print full name clearly)
- --------------------------------------------
SIGNATURE OF SELLER OR SELLER'S AGENT

Passport or I.D. No.------------------------

Case No.-------------- Jurisdiction --------
(Complete only if applicable)

I hereby accept the above transfer as well as the bylaws
of the company

==========================================================

WITNESSES

Name-----------------------

WITNESS 1 Signature -----------------

Address--------------------

Name-----------------------

WITNESS 2 Signature -----------------

Address--------------------

In -------------- on ---------- 199 --------

- --------------------------------------------
SIGNATURE OF BUYER

Passport or I.D. No.------------------------

Street Address-------------------------------

City ----------------- State ----------------

P.O. Box ------------- Phone No.-------------

Nationality ---------- Marital Status -------

Name of Spouse ------------------------------

- --------------------------------------------------------------------------------

ACQUIRER OR BUYER REQUESTS:

1. That the company make the certificate for the purchased or acquired / /
shares available no later than 6 business days following the date of receipt
of the notice of transfer.

2. That the Company not issue the certificate within the term specified / /
under No. 1, above, without detriment to registration of the transfer or
the right to request the certificate in due course. This notice is made
under the provisions stipulated in Memorandum No. 688 issued by the
Securities and Insurance Examiner on February 13, 1987.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
FOR INTERNAL COMPANY USE
- --------------------------------------------------------------------------------
SETTLED-PAID ISSUED
- --------------------------------------------------------------------------------

Certificate No.-------for------(shares) Certificate No.-------for------(shares)

- --------------------------------------- ---------------------------------------

Date of receipt In ---------- on ------------, 199 -----
- -----------------------
----------------------------------------
AUTHORIZED SIGNATURE
- ----------------------

All entries on this form must be filled in completely in ink and printed
clearly for the transfer to be effective.

IMPORTANT:
All buyers must sign this form. Spouses subject to community property must each
sign. Compliance with this requirement is strongly recommended, as it is
required for the Signature Registry.

SIGNATURE ------------------------------

STREET ADDRESS -------------------------

CITY --------------- STATE--------------

PASSPORT OR I.D. NO.--------------------

NO. A: ACCORDING TO THE INSTRUCTIONS SET FORTH IN MEMORANDUM NO. 585 ISSUED
BY THE SECURITIES AND INSURANCE EXAMINER ON JANUARY 29, 1986, THIS TRANSFER
OF SHARES MUST BE PRESENTED TO THE COMPANY FOR REGISTRATION WITHOUT DELAY.

<PAGE>
<PAGE>
Exhibit 1

[SPANISH FROM WHICH EXHIBIT 1 IS TRANSLATED]

<PAGE>
<PAGE>
EXHIBIT 2

[SPANISH FROM WHICH EXHIBIT 3 IS TRANSLATED]

<PAGE>

<PAGE>
EXHIBIT 3

PLEASE NOTE THAT THIS ENGLISH LANGUAGE TRANSLATION OF 'CARTA PODER' IS
PROVIDED FOR YOUR INFORMATION ONLY. TO BE EFFECTIVE, THE ORIGINAL SPANISH
LANGUAGE CARTA PODER MUST BE COMPLETED AND SIGNED.

PROXY

NOTE: PURSUANT TO ARTICLE 64 OF THE CORPORATION REGULATIONS, THIS
PROXY SHALL BE VALID ONLY IF THE PLACE, DATE OF ISSUANCE AND
NAME OF THE AGENT ARE FILLED OUT BY HAND BY THE SHAREHOLDER.

- ----------------------- --------------- ------------- --------
PLACE OF ISSUANCE DAY MONTH YEAR

To the Chairman
Of the Board

By Hand

On this date I authorize Mr. (Ms.) ____________________________ to
represent me with the right to vote in any and all proceedings of
the Special Meeting of the Shareholders of Empresa Nacional de Electricidad
S.A. called for _____________, 1999 at ____________ hours in ____________
located on _______________________________ Street No. _____________, Santiago,
or the meeting to be held instead if this Meeting is adjourned due to lack of
quorum, imperfections in the notice of meeting or suspension by the Board of
Directors or by the Superintendency of Securities and Insurance in accordance
with the provisions of article 63, subparagraph 2 of Law 18,046. The previously
identified agent is hereby expressly empowered to freely delegate this proxy at
any time. In exercise of his/her proxy, the agent or person to whom this proxy
is delegated may exercise at such Meeting any and all rights to which, under the
law, the Corporation Regulations and the Bylaws, I am entitled to as a
shareholder. This proxy may only be revoked by another proxy that, dated later
than this one, the undersigned may grant to a person other than the previously
designated agent and, if two or more proxies dated on the same date and granted
in favor of different persons are submitted, said proxies shall not be
considered for quorum purposes and for voting at the meeting. I hereby grant
this proxy for the total number of shares listed against my name in the
Shareholders Registry five days prior to the date set for the Meeting.

- --------------------------------- ------------------------
SHAREHOLDER'S NAME SHAREHOLDER'S SIGNATURE

Shareholder's 'Rut' (Passport
or other identification
number)

<PAGE>

<TABLE>
<S> <C> <C>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK
SUBSTITUTE
FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social security number or
DEPARTMENT OF THE RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer identification number
TREASURY
INTERNAL REVENUE SERVICE
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
('TIN')
PART 2 -- Awaiting TIN [ ]
PART 3 -- CERTIFICATION -- Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
assigned to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the 'IRS') that I am subject to backup withholding as a result of a
failure to report all interests or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
Certification Information -- You must cross out Item (2) above if you have been notified by the IRS that you are
temporarily subject to backup withholding because of under-reporting interest or dividends on your tax returns.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2).

Name ...............................................................................................................
(PLEASE PRINT)

Name ...............................................................................................................
(INCLUDING ZIP CODE)

Signature .................................................. Date .................................................

...................................................................................................................

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a)
I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal
Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in
the near future. I understand that, notwithstanding that I have checked the box in Part 2 (and have completed this
Certificate of Awaiting Taxpayer Identification Number), all reportable payments made to me prior to the time I
provide the Receiving Agent with a properly certified taxpayer identification number will be subject to a 31%
back-up withholding tax.

Signature .................................................. Date .................................................

</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACK-UP WITHHOLDING OF 31% OF ANY CASH PAYMENT MADE TO YOU PURSUANT TO THE
U.S. OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.

<PAGE>

<PAGE>
EXHIBIT (a)(3)

<PAGE>

If you have sold all your American Depositary Shares ('ADSs') in Empresa
Nacional de Electricidad S.A. (the 'COMPANY' or 'ENDESA-CHILE'), please send
this ADS Letter of Transmittal together with the accompanying documents as soon
as possible to the Purchaser or to the stockbroker, bank or other agent through
whom the sale was effected for transmission to the Purchaser.

This document should be read in conjunction with the U.S. Offer to Purchase
dated February 25, 1999 (the 'U.S. OFFER TO PURCHASE'). The definitions used in
the U.S. Offer to Purchase apply in this ADS Letter of Transmittal. All terms
and conditions contained in the U.S. Offer to Purchase applicable to the U.S.
Offer (as defined in the U.S. Offer to Purchase) for ADSs are deemed to be
incorporated in and form part of this ADS Letter of Transmittal.

ADS LETTER OF TRANSMITTAL
TO TENDER AMERICAN DEPOSITARY SHARES ('ADSs')
(EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS)
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED FEBRUARY 25, 1999
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS THE U.S. OFFER IS EXTENDED.

THE RECEIVING AGENT FOR THE U.S. OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK

<TABLE>
<S> <C> <C>
By Mail: Facsimile Transmission: By Hand or Overnight Courier:
Wall Street Station (212) 701-7636 88 Pine Street
P.O. Box 1023 (212) 701-7637 19th Floor
New York, New York 10268-1023 New York, New York 10005
</TABLE>

For Confirmation Telephone:
(212) 701-7624

DELIVERY OF THIS ADS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS TO A FACSIMILE NUMBER OTHER THAN THE
ONES LISTED ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. DELIVERY OF THIS ADS
LETTER OF TRANSMITTAL TO THE BOOK-ENTRY TRANSFER FACILITY WILL NOT CONSTITUTE
VALID DELIVERY TO THE RECEIVING AGENT.

THE INSTRUCTIONS ACCOMPANYING THIS ADS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS ADS LETTER OF TRANSMITTAL IS COMPLETED.

THIS ADS LETTER OF TRANSMITTAL IS TO BE USED ONLY FOR TENDERING ADRS (AS
DEFINED BELOW) EVIDENCING ADSs REPRESENTING SHARES (AS DEFINED BELOW). DO NOT
USE THIS ADS LETTER OF TRANSMITTAL FOR TENDERING SHARES.

<PAGE>

<PAGE>
Shares of common stock, no par value (the 'SHARES'), of the Company, except
insofar as they are represented by ADSs, cannot be tendered by means of this ADS
Letter of Transmittal. If you hold Shares which are not represented by ADSs and
you are not a Chilean Person or holding beneficially for a Chilean Person, you
can obtain a Form of Acceptance for tendering those Shares from the Information
Agent or the Dealer Manager. See Instruction 10 of this ADS Letter of
Transmittal. Shares beneficially owned or held of record by persons who are
Chilean Persons cannot be tendered pursuant to the U.S. Offer and can only be
tendered pursuant to the concurrent Chilean Offer. Information on the Chilean
Offer may be obtained from Molina y Asociados Asesoria y Servicios Limitada,
Santo Domingo 1141, Piso 5, Santiago, Chile (tel: (011-56-2) 671-0265) and
Asesoria e Inversiones Alcaino Limitada, Luis Tahayer Ojeda 0130, Oficina 311,
Providencia, Santiago, Chile (tel: (011-56-2) 365-1747). PLEASE NOTE, HOWEVER,
THAT DOCUMENTATION ON THE CHILEAN OFFER MAY NOT BE SENT INTO THE UNITED STATES.

All ADS Letters of Transmittal, American Depositary Receipts ('ADRs')
evidencing ADSs and other required documents delivered to the Receiving Agent by
holders of ADSs will be deemed (without any further action by the Receiving
Agent) to constitute acceptance by such holders of the U.S. Offer with respect
to such ADSs (and the Shares represented thereby), subject to the terms and
conditions set forth in the U.S. Offer to Purchase dated February 25, 1999, any
supplements or amendments thereto, and this ADS Letter of Transmittal.

Holders of ADSs purchased in the U.S. Offer will receive the purchase price
for such securities in cash by check or, in the case of ADSs held through a
Book-Entry Transfer Facility, by means of delivery of funds to the account
maintained at the Book-Entry Transfer Facility by the participant which has
tendered the ADS.

This ADS Letter of Transmittal is to be used either if ADRs evidencing ADSs
are to be forwarded herewith or if delivery of ADSs is to be made by book-entry
transfer to an account maintained by the Receiving Agent at the Book-Entry
Transfer Facility and pursuant to the procedures for book-entry transfer set
forth under 'Section 4. Procedure for Accepting the U.S. Offer -- Holders of
Endesa-Chile ADSs' in the U.S. Offer to Purchase. DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE RECEIVING
AGENT.

In the event of an inconsistency between the terms and procedures in this
ADS Letter of Transmittal and the U.S. Offer to Purchase, the terms and
procedures in the U.S. Offer to Purchase shall govern. Please contact the
Information Agent to discuss any inconsistency.

<PAGE>

<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF ADSs TENDERED
(SEE INSTRUCTIONS 3 AND 4)
- -------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON ADSs TENDERED
ADS(s)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- -------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF ADSs NUMBER OF ADRs
ADR SERIAL NUMBER(S EVIDENCED BY ADRS TENDERED*
------------------------------------------------------------
<S> <C> <C>

------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------

* Unless otherwise indicated, it will be assumed that all ADSs delivered to the Receiving Agent are being
tendered. See Instruction 4.
You must complete the Box headed 'Sign Here' in accordance with the instructions set out therein and, if
appropriate, the Boxes headed 'Special Delivery Instructions' and 'Special Issuance Instructions'.

</TABLE>

Holders of ADSs whose ADRs are not immediately available or who cannot
deliver their ADSs and all other documents required by this Letter of
Transmittal to the Receiving Agent, or complete the procedures for book-entry
transfer on or prior to the expiration of the U.S. Offer may tender their ADSs
by following the Guaranteed Delivery Procedures set forth under 'Section 4.
Procedure for Accepting the U.S. Offer -- Holders of Endesa-Chile ADSs' in the
U.S. Offer to Purchase. See Instruction 2 of this Letter of Transmittal.

[ ] CHECK HERE IF TENDERED ADSs ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO
THE RECEIVING AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:

Name of Tendering Institution .........................................

Account No. at DTC ....................................................

Transaction Code No. ..................................................

[ ] CHECK BOX IF TENDERED ADSs ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE RECEIVING AGENT AND COMPLETE THE
FOLLOWING:

Name(s) of Registered Owner(s) ........................................

Date of Execution of Notice of Guaranteed Delivery ....................

Name of Institution that Guaranteed Delivery ..........................

If delivery is by book-entry transfer:

Name of Tendering Institution .........................................

Account No. at DTC ....................................................

Transaction Code No. ..................................................

<PAGE>

<PAGE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

To: Harris Trust Company of New York, as Receiving Agent:

The undersigned hereby instructs the Receiving Agent to accept the U.S.
Offer on behalf of the undersigned with respect to the above described ADSs
(which expression shall in this ADS Letter of Transmittal, except where the
context otherwise requires, be deemed to include, without limitation, the Shares
represented thereby), subject to the terms and conditions set forth in the U.S.
Offer to Purchase, any supplements or amendments thereto, and this ADS Letter of
Transmittal. The undersigned hereby acknowledges that delivery of this ADS
Letter of Transmittal and of the ADSs and other required documents delivered to
the Receiving Agent in connection herewith will be deemed (without any further
action by the Receiving Agent) to constitute acceptances of the U.S. Offer by
the undersigned with respect to such ADSs, subject to the rights of withdrawal
set out in 'Section 5. Withdrawal Rights' in the U.S. Offer to Purchase and the
terms and conditions set forth in this ADS Letter of Transmittal.

The undersigned understands that acceptance of the U.S. Offer by the
undersigned pursuant to the procedures described herein and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Purchaser upon the terms and subject to the conditions of the U.S. Offer.

The undersigned hereby delivers to the Receiving Agent for tender to the
Purchaser the above-described ADSs, in accordance with the terms and conditions
of the U.S. Offer to Purchase, any supplements or amendments thereto, and this
ADS Letter of Transmittal.

Upon the terms of the U.S. Offer (including, if the U.S. Offer is extended
or amended, the terms and conditions of any such extensions or amendments), the
undersigned hereby:

(i) sells, assigns and transfers to the Purchaser all right, title and
interest in and to all the ADSs being tendered hereby (and any and all
other securities or rights issued or issuable in respect of such ADSs); and

(ii) irrevocably constitutes and appoints the Receiving Agent the true
and lawful agent and attorney-in-fact of the undersigned with respect to
such ADSs (and any such other securities or rights), with full power of
substitution (such power of attorney being deemed to be an irrevocable
power coupled with an interest), to (a) deliver ADRs for such ADSs (and any
such other securities or rights issued or issuable in respect of such ADSs)
or transfer the ownership of such ADSs (and any such other securities or
rights issued or issuable in respect of such ADSs) on the account books
maintained by the Book-Entry Transfer Facility, together, in any such case,
with all accompanying evidences of transfer and authenticity, to the
Purchaser and (b) receive all benefits and otherwise exercise all rights of
beneficial ownership of such ADSs (and any such other securities or rights
issued or issuable in respect of such ADSs), all in accordance with the
terms of the U.S. Offer.

The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the ADSs tendered
hereby (and any and all other ADSs or other securities issued or issuable in
respect thereof) and that when the same are purchased by the Purchaser, the
Purchaser will acquire good and unencumbered title thereto, free and clear of
all liens, restrictions, charges and encumbrances, together with all rights now
or hereafter attaching to them, including voting rights and rights to all
dividends, other distributions and payments hereafter declared, made or paid,
and the same will not be subject to any adverse claims. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Receiving Agent or the Purchaser to be necessary or desirable to complete the
sale, assignment and transfer of the ADSs tendered hereby (and any and all other
securities or rights issued or issuable in respect of such ADSs).

The undersigned agrees to ratify each and every act or thing which may be
done or effected by any director of, or other person nominated by, the Purchaser
or their respective agents, as the case may be, in the exercise of any of his or
her powers and/or authorities hereunder.

The undersigned undertakes, represents and warrants that if any provision
of this ADS Letter of Transmittal shall be unenforceable or invalid or shall not
operate so as to afford the Purchaser or the Receiving Agent or their respective
agents the benefit of the authority expressed to be given in this ADS Letter of
Transmittal, the undersigned shall, with all practicable speed, do all such acts
and things and execute all such documents as may be required to enable the
Purchaser or the Receiving Agent to secure the full benefits of this ADS Letter
of Transmittal.

<PAGE>

<PAGE>
The undersigned hereby represents and warrants that he/she/it is not a
Chilean Person as such term is defined in the U.S. Offer to Purchase.

All authority herein conferred or agreed to be conferred and all
undertakings, representations and warranties given pursuant to this ADS Letter
of Transmittal shall be binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned.
Except as stated in the U.S. Offer to Purchase, this tender is irrevocable.

Unless otherwise indicated herein in the box entitled 'Special Issuance
Instructions,' the undersigned hereby instructs the Purchaser to:

(i) issue the check for the purchase price for the ADSs accepted for
purchase, and/or

(ii) issue, or cause to be issued, any ADRs evidencing ADSs not
tendered or accepted for purchase,

in the name(s) of the registered holder(s) appearing herein in the box entitled
'Description of ADSs Tendered.'

Similarly, unless otherwise indicated herein in the box entitled 'Special
Delivery Instructions,' the undersigned hereby instructs the Purchaser to:

(i) mail, or cause to be mailed, the check for the purchase price for
the ADSs accepted for purchase, and/or

(ii) return, or cause to be returned, any ADRs evidencing ADSs not
tendered or accepted for purchase (and accompanying documents, as
appropriate),

to the address(es) of the registered holder(s) appearing herein in the box
entitled 'Description of ADSs Tendered.'

In the event that both the 'Special Delivery Instructions' and the 'Special
Issuance Instructions' are completed, the undersigned hereby instructs the
Purchaser to:

(i) issue the check for the purchase price for the ADSs accepted for
purchase, and/or

(ii) issue, or cause to be issued, any ADRs evidencing ADSs not
tendered or accepted for purchase in the name(s) of the person or persons
so indicated, and

(iii) mail, or cause to be mailed, the check for the purchase price
for the ADSs accepted for purchase, and/or

(iv) return, or cause to be returned, any ADRs evidencing any ADSs not
tendered or accepted for purchase (and accompanying documents, as
appropriate)

to the address(es) of the person or persons so indicated.

In the case of a book-entry delivery of ADSs, the undersigned hereby
instructs the Purchaser to credit the undersigned's account maintained at the
Book-Entry Transfer Facility with (a) the purchase price for the ADSs accepted
for purchase, and (b) any ADSs not accepted for purchase. The undersigned
recognizes that the Purchaser will not transfer any ADSs from the name of the
registered holder thereof if the Purchaser does not accept for purchase any of
the ADSs so tendered.

The terms and conditions of the U.S. Offer contained in the U.S. Offer to
Purchase, as from time to time supplemented or amended, shall be deemed to be
incorporated in, and form part of, this ADS Letter of Transmittal, which shall
be read and construed accordingly.

THIS ADS LETTER OF TRANSMITTAL SHALL NOT BE CONSIDERED COMPLETE AND VALID,
AND DELIVERY OF THE CONSIDERATION PURSUANT TO THE U.S. OFFER SHALL NOT BE MADE,
UNTIL THE ADSs BEING TENDERED AND ALL OTHER REQUIRED DOCUMENTATION HAVE BEEN
RECEIVED BY THE RECEIVING AGENT AS PROVIDED IN THE U.S. OFFER TO PURCHASE AND
THIS ADS LETTER OF TRANSMITTAL.

Unless you complete the 'Special Delivery Instructions' Box, the address of
the holder inserted in the Box entitled 'Description of ADSs Tendered' is the
address to which your consideration will be sent. Please also state a daytime
telephone number where you may be contacted in the event of any query.

[ ] Check here if any of the ADRs representing ADSs that you own have been lost
or destroyed (see Instruction 11).
Number of ADSs represented by lost or destroyed ADR(s): ______________________

<PAGE>

<PAGE>
VOTING ON BYLAW AMENDMENTS

Check below how you with to instruct Citibank, N.A., the depositary for the
Company's ADS facility (the 'ADS DEPOSITARY'), to vote any or all of your ADSs
with respect to the Bylaw Amendments.

[ ] The undersigned instructs the ADS Depositary to vote ____________ ADSs
in FAVOR of the Bylaw Amendments.

[ ] The undersigned instructs the ADS Depositary to vote ____________ ADSs
AGAINST the Bylaw Amendments.

Except as otherwise indicated above, by tendering any or all of the
undersigned's ADSs in the U.S. Offer, the undersigned hereby instructs the ADS
Depositary to vote ALL of the undersigned's ADSs in FAVOR of the Bylaw
Amendments.

<PAGE>

<TABLE>
<S> <C>
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
[ ] Check box ONLY if the check for the purchase price
with respect to ADSs accepted for payment (less
the amount of any federal income and backup
withholding tax required to be withheld) is to be
issued in the name of someone other than the
undersigned.
Issue check and/or certificate(s) to:

Name..................................................
(PLEASE PRINT: FIRST, MIDDLE AND LAST NAME)

Address...............................................

......................................................
(ZIP CODE)

......................................................
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
[ ] Check box ONLY if the check for the purchase price
with respect to ADSs accepted for payment (less
the amount of any federal income and backup
withholding tax required to be withheld) is to be
mailed to someone other than the undersigned or to
the undersigned at an address other than that
shown below the undersigned's signature(s).

Mail check and/or certificate(s) to:

Name..................................................
(PLEASE PRINT: FIRST, MIDDLE AND LAST NAME)

Address...............................................

......................................................
(ZIP CODE)
</TABLE>

<PAGE>

<TABLE>
<S> <C>
SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)

...........................................................................................................

...........................................................................................................
(SIGNATURE(S) OF OWNER(S))

Dated: ................................................................................................ 199
(Must be signed by registered holder(s) exactly as name(s) appear(s) on ADR(s) evidencing the ADS(s) or by
person(s) to whom ADR(s) surrendered have been assigned and transferred, as evidenced by endorsement, stock
powers and other documents transmitted herewith.)

If signature is by any trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or others acting in a fiduciary or representative capacity, please set forth the following and
see Instruction 5.

Name(s) ....................................................................................................

...........................................................................................................
(PLEASE PRINT)

Capacity (full title) ......................................................................................

Address ....................................................................................................

...........................................................................................................
(INCLUDING ZIP CODE)

Area Code and Telephone No. ................................................................................

Employer Identification No. or
Social Security No. ........................................................................................
(SEE SUBSTITUTE FORM W-9)

GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTIONS 1 AND 5)

Authorized Signature .......................................................................................

Name .......................................................................................................
(PLEASE PRINT)

Name of Firm ...............................................................................................

Address ....................................................................................................
(INCLUDING ZIP CODE)

Area Code and Telephone No. ................................................................................

Dated: .....................................................................................................
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK

SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social security number or
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Employer identification number
DEPARTMENT OF THE
TREASURY
INTERNAL REVENUE SERVICE
PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
('TIN') PART 2 -- Awaiting TIN [ ]
PART 3 -- CERTIFICATION -- Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be
assigned to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been
notified by the Internal Revenue Service (the 'IRS') that I am subject to backup withholding as a result of a
failure to report all interests or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.
Certification Information -- You must cross out Item (2) above if you have been notified by the IRS that you are
temporarily subject to backup withholding because of under-reporting interest or dividends on your tax returns.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to backup withholding, do not cross out such Item (2).

Name ...............................................................................................................
(PLEASE PRINT)

Name ...............................................................................................................
(INCLUDING ZIP CODE)

Signature .................................................. Date .................................................

...................................................................................................................

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

Signature .................................................. Date .................................................

</TABLE>

<PAGE>

<PAGE>
INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE U.S. OFFER

1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this ADS Letter of Transmittal must be guaranteed by a financial
institution (including most banks, savings and loan associations and brokerage
houses) which is a participant in the Securities Transfer Agents Medallion
Program, the New York Stock Exchange Medallion Program, or the Stock Exchanges
Medallion Program (an 'ELIGIBLE INSTITUTION'). Signatures on this Letter of
Transmittal need not be guaranteed (a) if this Letter of Transmittal is signed
by the registered holder(s) of the ADSs tendered herewith and such holder(s)
have not completed either the box entitled 'Special Delivery Instructions' or
the box entitled 'Special Issuance Instructions' on this Letter of Transmittal
or (b) if such ADSs are tendered for the account of an Eligible Institution. See
Instruction 5.

2. DELIVERY OF ADS LETTER OF TRANSMITTAL AND ADSs. This ADS Letter of
Transmittal is to be completed by ADS holders if ADRs are to be forwarded
herewith. An Agent's Message must be utilized if delivery of ADSs is to be made
by book-entry transfer to an account maintained by the Receiving Agent at the
Book-Entry Transfer Facility pursuant to the procedures for book-entry transfer
set forth under 'Section 4. Procedure for Accepting the U.S. Offer -- Holders of
Endesa-Chile ADSs' in the U.S. Offer to Purchase. ADRs evidencing ADSs or
confirmation of any book-entry transfer into the Receiving Agent's account at
the Book-Entry Transfer Facility of ADSs delivered electronically, as well as a
properly completed and duly executed ADS Letter of Transmittal or, in the case
of a book-entry transfer, an Agent's Message and any other documents required by
this ADS Letter of Transmittal, must be delivered to the Receiving Agent at one
of its addresses set forth herein prior to the Expiration Date or the tendering
ADS holder must comply with the Guaranteed Delivery Procedures set forth below
and as provided in 'Section 4. Procedure for Accepting the U.S. Offer -- Holders
of Endesa-Chile ADSs' in the U.S. Offer to Purchase. If ADRs are forwarded to
the Receiving Agent in multiple deliveries, a properly completed and duly
executed ADS Letter of Transmittal must accompany each such delivery.

ADS holders whose ADRs are not immediately available or who cannot deliver
their ADRs and all other required documents to the Receiving Agent or complete
the procedures for book-entry transfer prior to the Expiration Date, as the case
may be, may tender their ADSs by properly completing and duly executing the
Notice of Guaranteed Delivery pursuant to the Guaranteed Delivery Procedures set
forth under 'Section 4. Procedure for Accepting the U.S. Offer -- Holders of
Endesa-Chile ADSs' in the U.S. Offer to Purchase. Pursuant to the Guaranteed
Delivery Procedures, (a) such tender must be made by or through an Eligible
Institution, (b) a properly completed and duly executed Notice of Guaranteed
Delivery substantially in the form provided by the Purchaser, or a message
transmitted through the Book-Entry Transfer Facility pursuant to which the
participant agrees to be bound by the terms of the Notice of Guaranteed Delivery
must be received by the Receiving Agent prior to the termination of the U.S.
Offer, as the case may be, and (c) ADRs evidencing all tendered ADSs together
with a properly completed and duly executed ADS Letter of Transmittal with any
required signature guarantees and any other required documents or, in the case
of ADSs held in book-entry form, a timely confirmation of the book-entry
transfer of such ADSs into the Receiving Agent's account at the Book-Entry
Transfer Facility together with an Agent's Message (as defined below), must be
received by the Receiving Agent within five New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery.

The term 'AGENT'S MESSAGE' means a message transmitted by means of the
Book-Entry Transfer Facility to, and received by, the Receiving Agent and
forming a part of a Book-Entry Confirmation that states that such Book-Entry
Transfer Facility has received an express acknowledgment from the participant in
such Book-Entry Transfer Facility tendering the ADSs that such participant has
received and agrees to be bound by the terms of the ADS Letter of Transmittal
and that the U.S, Purchaser may enforce such agreement against the participant.

THE METHOD OF DELIVERY OF ADRS AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
SOLE OPTION AND RISK OF THE TENDERING HOLDERS OF ADSs. ADRS WILL BE DEEMED
DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE RECEIVING AGENT. IF DELIVERY IS BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.

<PAGE>

<PAGE>
No alternative, conditional or contingent tenders will be accepted, and no
fractional ADSs will be purchased. By executing this ADS Letter of Transmittal
(or facsimile thereof), all tendering ADSs holders waive any right to receive
any notice of the acceptance of their ADSs for payment.

3. INADEQUATE SPACE. If the space provided herein is inadequate, the serial
number of the ADRs, the total number of ADSs represented by such ADRs and the
number of ADSs tendered should be listed on a separate schedule attached hereto.

4. PARTIAL TENDERS. If fewer than all the ADSs evidenced by ADRs delivered
to the Receiving Agent are to be tendered, fill in the number of ADSs which are
to be tendered in the box entitled 'Number of ADSs Tendered'. In such case, a
new ADR for the untendered ADSs represented by the old ADR will be sent to the
person(s) signing this ADS Letter of Transmittal, unless otherwise provided in
the appropriate box entitled 'Special Delivery Instructions' on this ADS Letter
of Transmittal, as soon as practicable after the date such ADSs are accepted for
payment. All ADSs delivered to the Receiving Agent will be deemed to have been
tendered unless otherwise indicated.

5. SIGNATURES ON ADS LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS.
If this ADS Letter of Transmittal is signed by the registered holder(s) of the
ADSs tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificates without any change whatsoever. DO NOT
SIGN THE BACK OF THE ADRs.

If any of the ADSs tendered hereby are owned of record by two or more joint
owners, all such owners must sign this ADS Letter of Transmittal.

If any of the ADSs tendered in the U.S. Offer are registered in different
names on several ADRs, it will be necessary to complete, sign and submit as many
separate ADS Letters of Transmittal as there are different registrations of
ADRs.

If this ADS Letter of Transmittal or any ADRs or stock powers are signed by
trustees, executors. administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and proper evidence satisfactory to the
Purchaser of their authority to act must be submitted.

If this ADS Letter of Transmittal is signed by the registered holder(s) of
the ADSs listed and transmitted hereby, no endorsements of ADRs or separate
stock powers are required unless ADSs (evidenced by ADRs) and/or delivery of
ADRs for ADSs not tendered or accepted for exchange are to be issued to a person
other than the registered holder(s). Signatures on such ADRs or stock power must
be guaranteed by an Eligible Institution.

If this ADS Letter of Transmittal is signed by a person other than the
registered holder(s) of the ADSs listed, the ADRs must be endorsed or
accompanied by appropriate stock powers signed exactly as the name(s) of the
registered holder(s) appear(s) on the ADRs evidencing such ADSs. Signatures on
such ADRs or stock power must be guaranteed by an Eligible Institution.

6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, the Purchaser will pay or cause to be paid any stock transfer taxes with
respect to the transfer and sale of ADSs to it or its offer pursuant to the U.S.
Offer. If, however, payment of the purchase price is to be made to, or if ADSs
not tendered or accepted for payment are to be registered in the name of, any
persons other than the registered holder(s) or if tendered ADSs are registered
in the name of any person other than the person(s) signing this ADS Letter of
Transmittal, the amount of any stock transfer taxes (whether imposed on the
registered holder(s) or such person(s)) payable on account of the transfer to
such person will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is submitted.

7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the purchase price for
ADSs accepted for purchase and/or ADRs evidencing ADSs not accepted for purchase
is or are to be issued in the name of a person other than the signer of this ADS
Letter of Transmittal or if such purchase price is to be sent and/or such ADRs
are to be returned to a person other than the signer of this ADS Letter of
Transmittal or to an address other than that indicated in the box entitled
'Description of ADSs Tendered', the appropriate 'Special Delivery Instructions'
box and/or the 'Special Issuance Instruction' box on this ADS Letter of
Transmittal should be completed.

<PAGE>

<PAGE>
8. WAIVER OF CONDITIONS. The Purchaser, in accordance with the terms of the
U.S. Offer, has reserved the right to waive or vary all or any of the
conditions, in whole or in part. See 'Section 15 -- Certain Conditions of the
U.S. Offer' in the U.S. Offer to Purchase.

9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Holders of ADSs must use
either an ADS Letter of Transmittal or an ADS Notice of Guaranteed Delivery in
order to tender their ADSs and accept the U.S. Offer. Holders of ADSs who
deliver an ADS Notice of Guaranteed Delivery to accept the U.S. Offer must
deliver an ADS Letter of Transmittal at a later date when delivering ADSs to the
Receiving Agent. Beneficial holders or holders of record of Shares who are U.S.
persons or other non-Chilean Persons must use the Form of Acceptance in order to
tender their Shares and accept the U.S. Offer. Holders of Shares who are U.S.
persons or non-Chilean Persons will not be allowed to participate in the Chilean
Offer and must tender in the U.S. Offer. Holders of Shares may not tender Shares
pursuant to this ADS Letter of Transmittal except insofar as they are
represented by ADSs. Beneficial holders or holders of record of Shares who are
Chilean Persons may not tender their Shares pursuant to the U.S. Offer.
Questions and requests for assistance or additional copies of the U.S. Offer to
Purchase, this ADS Letter of Transmittal or the ADS Notice of Guaranteed
Delivery may be directed to the Dealer Manager or to the Information Agent at
their addresses and telephone numbers set forth at the end of this ADS Letter of
Transmittal.

10. HOLDERS OF SHARES. Holders of Shares who are U.S. Persons or other
non-Chilean Persons have been sent with the U.S. Offer to Purchase a Form of
Acceptance and may not tender Shares pursuant to this ADS Letter of Transmittal.
If any such holder of Shares which are not represented by ADSs needs to obtain a
copy of a Form of Acceptance, such holder should contact the Dealer Manager or
the Information Agent at their addresses and telephone numbers set forth at the
end of this ADS Letter of Transmittal. Shares beneficially owned or held of
record by persons who are Chilean Persons cannot be tendered pursuant to the
U.S. Offer. Holders of ADSs must use an ADS Letter of Transmittal to tender
their ADSs.

11. LOST, DESTROYED OR STOLEN ADRS. If any ADR(s) representing ADS(s) has
been lost, destroyed or stolen, the holder should promptly notify the Receiving
Agent by checking the box immediately preceding 'Special Delivery Instructions'
and indicate the number of and the class of ADSs represented by the lost,
destroyed or stolen ADRs. The holder will then be instructed as to the steps
that must be taken in order to replace the ADR(s). This ADS Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed ADRs have been complied with.

12. BACKUP WITHHOLDING. Under U.S. federal income tax law, payment of cash
by the Receiving Agent may be subject to U.S. backup withholding tax at a 31%
rate unless the securityholder establishes entitlement to an exemption in the
manner described below. In order to avoid such backup withholding, each
securityholder delivering ADSs to the Receiving Agent should complete and sign
the Substitute Form W-9 included with this ADS Letter of Transmittal and either
(a) provide its taxpayer identification number ('TIN') and certify, under
penalties of perjury, that the TIN so provided is correct and that (i) the
holder has not been notified by the Internal Revenue Service (the 'IRS') that
the holder is subject to backup withholding as a result of failure to report all
interest or dividends or (ii) the IRS has notified the holder that the holder is
no longer subject to backup withholding; or (b) provide an adequate basis for
exemption. In general, if a holder is an individual, the TIN is the individual's
Social Security number. If the Receiving Agent or the Purchaser is not provided
with the correct TIN, the holder may be subject to a $50 penalty imposed by the
IRS.

The box in Part 2 of Substitute Form W-9 may be checked if the security
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 2 is checked, the
securityholder must also complete the Certificate of Awaiting Taxpayer
Identification Number in order to avoid back-up withholding. If the box in Part
2 is checked, the Purchaser (or its paying agent) or a broker or custodian may
still withhold 31% of any payments made on account of an exchange pursuant to
the U.S. Offer until the holder furnishes the Purchaser or the paying agent,
broker or custodian with its TIN. For further information concerning backup
withholding and instructions for completing the Substitute Form W-9, consult the
enclosed 'Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9'.

Certain exempt recipients (including, among others, all corporations and
non-U.S. individuals) are not subject to these back-up withholding requirements.
In order for a non-U.S. holder to qualify as an exempt

<PAGE>

<PAGE>
recipient, that holder must submit an IRS Form W-8, signed under penalties of
perjury, attesting to its exempt status. An IRS Form W-8 may be obtained from
the Receiving Agent.

Failure to complete the Substitute Form W-9 or IRS Form W-8 will not, by
itself, cause the ADSs to be deemed invalidly tendered, but may require the
Purchaser, the paying agent, a broker or custodian to withhold tax at the 31%
rate. Back-up withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of persons subject to back-up withholding
will be reduced by the amount of such tax withheld. If back-up withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.

THE INFORMATION AGENT FOR THE U.S. OFFER IS:

[INNISFREE M&A INCORPORATED]

501 Madison Avenue
New York, New York 10022
Telephone: (212) 750-5833

Call Toll Free: (888) 750-5834

The Dealer Manager for the U.S. Offer is:

CREDIT SUISSE FIRST BOSTON CORPORATION

Eleven Madison Avenue
New York, New York 10010-3629
(800) 881-8320

<PAGE>

<PAGE>
EXHIBIT (a)(4)

<PAGE>

<PAGE>
[LOGO]

CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue Telephone 212 325 2000
New York, NY 10010-3629

U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK
AND
AMERICAN DEPOSITARY SHARES
REPRESENTING IN THE AGGREGATE UP TO
501,947,400 SHARES
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
AT
CHILEAN PESOS 250 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 7,500 NET PER AMERICAN DEPOSITARY SHARE
(EACH REPRESENTING 30 SHARES OF COMMON STOCK)
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS THE U.S. OFFER IS EXTENDED.

February 25, 1999

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been appointed by Duke Energy International, L.L.C. (the
'PURCHASER'), a Delaware limited liability company, to act as dealer manager in
the United States (the 'DEALER MANAGER') in connection with the Purchaser's
offer to purchase American Depositary Shares ('ADSs') of Empresa Nacional de
Electricidad S.A., a publicly traded stock corporation organized under the laws
of the Republic of Chile (the 'COMPANY'), at a price of Chilean Pesos 7,500 per
ADS, net to the seller in cash and without interest thereon, upon the terms and
subject to the conditions set forth in the U.S. Offer to Purchase dated February
25, 1999 (which together with the related Form of Acceptance, ADS Letter of
Transmittal and ADS Notice of Guaranteed Delivery constitute the 'U.S. OFFER').
Consideration for tendered ADSs will be paid in United States dollars based upon
the Observed Exchange Rate (as defined in the U.S. Offer to Purchase) on the
payment date. Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold ADSs in your name or in the name of your
nominee.

The U.S. Offer is subject to a number of conditions, including (i)
shareholder approval at a meeting held on or before April 8, 1999 of Amendments
to Articles 5 bis and 32 bis of the Company's Bylaws (together, the 'BYLAW
AMENDMENTS') increasing the percentage of shares that may be beneficially owned
and voted by one shareholder (or group of shareholders) from 26% to 65% of the
outstanding shares of the Company and the effectiveness under applicable Chilean
law of the Bylaw Amendments (the 'BYLAW AMENDMENT CONDITION') and (ii) the
purchase in the Chilean Offer by the Purchaser of

<PAGE>

<PAGE>
3,680,947,436 shares (the 'AUCTION CONDITION'). The U.S. Offer is subject to
other customary terms and conditions. Please see 'Section 15. Certain Conditions
of the U.S. Offer' of the U.S. Offer to Purchase.

For your information and for forwarding to those of your clients for whom
you hold ADSs registered in your name or in the name of your nominee, we are
enclosing the following documents:

1. The U.S. Offer to Purchase, dated February 25, 1999;

2. A printed form of letter that may be sent to your clients for whose
account you hold ADSs registered in your name or in the name of a nominee,
with space provided for obtaining such clients' instructions with regard to
the U.S. Offer;

3. The ADS Letter of Transmittal to be used by holders of ADSs in
accepting the U.S. Offer;

4. The ADS Notice of Guaranteed Delivery to be used to accept the U.S.
Offer if ADRs evidencing ADSs and all other required documents are not
immediately available or cannot be delivered to the Receiving Agent by the
Expiration Date or if, in the case of book-entry delivery of ADSs, the
procedures for book-entry transfer set forth in Section 4 -- 'Procedure for
Accepting the U.S. Offer -- Holders of Endesa-Chile ADSs' of the U.S. Offer
to Purchaser cannot be completed by the Expiration Date;

5. The Form of Acceptance (which constitutes part of U.S. Offer and is
being provided for information purposes only);

6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

7. The return envelope addressed to Harris Trust Company of New York
(the 'RECEIVING AGENT') (for tendering ADSs).

SHARES CANNOT BE TENDERED BY MEANS OF THE ENCLOSED ADS LETTER OF
TRANSMITTAL (WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF ADSs). IF YOU HOLD
SHARES, YOU SHOULD USE THE ENCLOSED FORM OF ACCEPTANCE FOR TENDERING SUCH SHARES
INTO THE U.S. OFFER BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SUCH FORM.
ADDITIONAL INFORMATION CAN BE OBTAINED FROM THE INFORMATION AGENT AT (888)
750-5834 OR (212) 750-5833.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE

PLEASE NOTE THE FOLLOWING:

1. The U.S. Offer is being made for Shares and ADSs representing in
the aggregate up to 501,947,400 Shares (the 'MAXIMUM NUMBER OF SHARES'). If
Shares and/or ADSs representing in the aggregate more than the Maximum
Number of Shares are validly tendered prior to the Expiration Date and not
withdrawn, the Purchaser will, upon the terms and subject to the conditions
of the U.S. Offer, purchase the Maximum Number of Shares on a pro rata
basis. See Section 1 of the U.S. Offer to Purchase. THE U.S. OFFER IS OPEN
TO ALL HOLDERS OF ADSs AND TO ALL HOLDERS OF SHARES WHO ARE NOT CHILEAN
PERSONS.

2. The tender price is Chilean Pesos 7,500 per ADS, net to the seller
in cash and without interest thereon, as set forth in the U.S. Offer to
Purchase. Consideration for tendered ADSs will be paid in United States
dollars based upon the Observed Exchange Rate (as defined in the U.S. Offer
to Purchase) on the payment date.

3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the ADS Letter of
Transmittal, transfer taxes on the purchase of ADSs by the Purchaser
pursuant to the U.S. Offer. However, U.S. federal income tax backup
withholding at a rate of 31% may be required, unless the required taxpayer
identification information is provided. See Instruction 12 of the ADS
Letter of Transmittal.

4. The U.S. Offer, the Proration Period and Withdrawal Rights will
expire at 12:00 midnight, New York City time, on Friday, April 9, 1999,
unless the U.S. Offer is extended.

5. As of the date hereof, the Board of Directors of the Company has
not reviewed the Offers and has not taken a position with respect to the
Offers.

<PAGE>

<PAGE>
6. Notwithstanding any other provision of the U.S. Offer, payment for
ADSs accepted for purchase pursuant to the U.S. Offer will in all cases be
made only after timely receipt by the Receiving Agent of (a) American
Depositary Receipts ('ADRS'), as appropriate pursuant to the procedures set
forth in Section 3 of the U.S. Offer to Purchase, or a timely book-entry
confirmation with respect to such ADSs, (b) the ADS Letter of Transmittal
(or facsimile thereof), properly completed and duly executed, with any
required signature guarantees or an Agent's Message (as defined in the U.S.
Offer to Purchase) in connection with a book-entry transfer, and (c) any
other documents required by the ADS Letter of Transmittal.

In order to take advantage of the U.S. Offer: (i) a duly executed and
properly completed ADS Letter of Transmittal or a copy thereof and any required
signature guarantee or other required documents should be sent to the Receiving
Agent; and (ii) ADRs representing the tendered ADSs or a timely Book-Entry
Confirmation (as defined in the U.S. Offer to Purchase) should be delivered to
the Receiving Agent in accordance with the instructions set forth in the ADS
Letter of Transmittal and the U.S. Offer to Purchase.

If holders of ADSs wish to tender, but it is impracticable for them to
forward their ADRs or other required documents or complete the procedures for
book-entry transfer prior to the Expiration Date, a tender may be effected by
following the guaranteed delivery procedures specified in Section 3 of the U.S.
Offer to Purchase.

The Purchaser will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of ADSs pursuant to the U.S. Offer (other
than the Dealer Manager, the Receiving Agent and the Information Agent as
described in the U.S. Offer to Purchase). The Purchaser will, however, upon
request, reimburse you for customary mailing and handling expenses incurred by
you in forwarding any of the enclosed materials to your clients. The Purchaser
will pay or cause to be paid any transfer taxes payable on the transfer of ADSs
to it, except as otherwise provided in Instruction 6 of the ADS Letter of
Transmittal.

Any inquiries you may have with respect to the U.S. Offer should be
addressed to Credit Suisse First Boston Corporation, the Dealer Manager for the
U.S. Offer or to Innisfree M&A Incorporated, the Information Agent for the U.S.
Offer, at their respective addresses and telephone numbers set forth on the back
cover of the U.S. Offer to Purchase.

Requests for copies of the enclosed materials may also be directed to the
Dealer Manager or to the Information Agent.

Very truly yours,

CREDIT SUISSE FIRST BOSTON CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE COMPANY, THE DEALER MANAGER,
THE RECEIVING AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT ON
BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER OTHER THAN THE ENCLOSED
DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

<PAGE>

<PAGE>
EXHIBIT (a)(5)

<PAGE>

<PAGE>
U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK
AND
AMERICAN DEPOSITARY SHARES
REPRESENTING IN THE AGGREGATE UP TO
501,947,400 SHARES
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
AT
CHILEAN PESOS 250 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 7,500 NET PER AMERICAN DEPOSITARY SHARE
(EACH REPRESENTING 30 SHARES OF COMMON STOCK)
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00,
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS
EXTENDED.

To Our Clients: February 25, 1999

Enclosed for your consideration are the U.S. Offer to Purchase, dated
February 25, 1999 (the 'U.S. OFFER TO PURCHASE'), and the related Form of
Acceptance, ADS Letter of Transmittal and ADS Notice of Guaranteed Delivery
(which together constitute the 'U.S. OFFER') relating to the offer by Duke
Energy International, L.L.C., a Delaware limited liability company (the
'PURCHASER'), to purchase American Depositary Shares ('ADSs') of Empresa
Nacional de Electricidad S.A. a publicly traded stock corporation organized
under the laws of the Republic of Chile (the 'COMPANY'), at a price of Chilean
Pesos 7,500 per ADS, net to the seller in cash and without interest thereon (the
'U.S. OFFER PRICE'), upon the terms and subject to the conditions set forth in
the U.S. Offer to Purchase. Consideration for ADSs validly tendered and not
withdrawn will be paid in United States dollars based upon the Observed Exchange
Rate (as defined in the U.S. Offer to Purchase) on the payment date. Holders of
ADSs whose ADSs are not immediately available or who cannot deliver their
American Depositary Receipts ('ADRS') and all other required documents to Harris
Trust Company of New York as receiving agent (the 'RECEIVING AGENT'), or
complete the procedures for book-entry transfer prior to the Expiration Date (as
defined in the U.S. Offer to Purchase) must tender their ADSs according to the
Guaranteed Delivery Procedures set forth in Section 4 of the U.S. Offer to
Purchase.

WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF ADSs HELD BY US FOR YOUR
ACCOUNT. A TENDER OF SUCH ADSs CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE FORM OF ACCEPTANCE IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER ADSs HELD BY US
FOR YOUR ACCOUNT.

Accordingly, we request instruction as (1) to whether you wish to have us
tender on your behalf any or all ADSs held by us for your account pursuant to
the terms and conditions set forth in the U.S. Offer and (2) how you wish to
have us instruct the ADS Depositary to vote the ADSs in connection with the
Bylaw Amendments described in the U.S. Offer to Purchase.

SHARES CANNOT BE TENDERED BY MEANS OF THE ENCLOSED ADS LETTER OF
TRANSMITTAL (WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF ADSs). IF YOU HOLD
SHARES, YOU SHOULD USE THE ENCLOSED FORM OF

<PAGE>

<PAGE>
ACCEPTANCE FOR TENDERING SUCH SHARES INTO THE U.S. OFFER BY FOLLOWING THE
INSTRUCTIONS SET FORTH IN SUCH FORM. ADDITIONAL INFORMATION CAN BE OBTAINED FROM
THE INFORMATION AGENT AT (888) 750-5834 OR (212) 750-5833.

PLEASE NOTE THE FOLLOWING:

1. The U.S. Offer is being made for Shares and ADSs representing in the
aggregate up to 501,947,400 Shares (the 'MAXIMUM NUMBER OF SHARES'). If Shares
and/or ADSs representing in the aggregate more than the Maximum Number of Shares
are validly tendered prior to the Expiration Date and not withdrawn, the
Purchaser will, upon the terms and subject to the conditions of the U.S. Offer,
purchase the Maximum Number of Shares on a pro rata basis. See Section 1 of the
U.S. Offer to Purchase. THE U.S. OFFER IS OPEN TO ALL HOLDERS OF ADSs AND TO ALL
HOLDERS OF SHARES WHO ARE NOT CHILEAN PERSONS.

2. The tender price is Chilean Pesos 7,500 per ADS, net to the seller in
cash and without interest thereon, as set forth in the U.S. Offer to Purchase.
Consideration for tendered ADSs will be paid in United States dollars based upon
the Observed Exchange Rate (as defined in the U.S. Offer to Purchase) on the
payment date.

3. Tendering holders will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the ADS Letter of
Transmittal, transfer taxes on the purchase of ADSs by the U.S. Purchaser
pursuant to the U.S. Offer. However, U.S. federal income tax backup withholding
at a rate of 31% may be required, unless the required taxpayer identification
information is provided. See Instruction 12 of the ADS Letter of Transmittal.

4. The U.S. Offer, the Proration Period and Withdrawal Rights will expire
at 12:00 midnight, New York City time, on Friday, April 9, 1999, unless the U.S.
Offer is extended.

5. As of the date hereof, the Board of Directors of the Company has not
reviewed the Offers and has not taken a position with respect to the Offers.

6. Notwithstanding any other provision of the U.S. Offer, payment for ADSs
accepted for purchase pursuant to the U.S. Offer will in all cases be made only
after timely receipt by the Receiving Agent of (a) ADRs, as appropriate pursuant
to the procedures set forth in Section 3 of the U.S. Offer to Purchase, or a
timely book-entry confirmation with respect to such ADSs, (b) the ADS Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees or an Agent's Message (as defined in the U.S.
Offer to Purchase) in connection with a book-entry transfer, and (c) any other
documents required by the ADS Letter of Transmittal.

If you wish to have us tender any or all of the ADSs held by us for your
account, please so instruct us by completing, executing, detaching and returning
to us the instruction form set forth herein. If you authorize the tender of your
ADSs, all such ADSs will be tendered unless otherwise specified below. An
envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD
BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF
PRIOR TO THE EXPIRATION DATE.

The U.S. Offer is made solely by the U.S. Offer to Purchase, and in the
related Form of Acceptance, ADS Letter of Transmittal and ADS Notice of
Guaranteed Delivery. The Purchaser is not aware of any jurisdiction where the
making of the U.S. Offer is prohibited by administrative or judicial action
pursuant to any valid state statute. If the Purchaser becomes aware of any valid
state statute prohibiting the making of the U.S. Offer or the acceptance of ADSs
pursuant thereto, Purchaser will make a good faith effort to comply with such
state statute. If, after such good faith effort, Purchaser cannot comply with
such state statute, the U.S. Offer will not be made to, nor will tenders be
accepted from or on behalf of, the holders of ADSs in such state. In any
jurisdiction where the securities, blue sky or other laws require the U.S. Offer
to be made by a licensed broker or dealer, the U.S. Offer shall be deemed to be
made on behalf of the Purchaser by Credit Suisse First Boston Corporation, the
Dealer Manager, or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.

<PAGE>

<PAGE>
TENDERING INSTRUCTIONS FOR ADSs (EVIDENCED BY AMERICAN
DEPOSITARY RECEIPTS) OF EMPRESA NACIONAL DE ELECTRICIDAD S.A.

The undersigned acknowledge(s) receipt of your letter and the U.S. Offer to
Purchase dated February 25, 1999, and the related ADS Letter of Transmittal, ADS
Notice of Guaranteed Delivery and Form of Acceptance in connection with the U.S.
Offer by Duke Energy International, L.L.C. to purchase up to 501,947,400 Shares
(including Shares represented by ADSs) pursuant to the terms and subject to the
conditions set forth in the U.S. Offer to Purchase.

This will instruct you to tender the number of ADSs indicated below (or if
no number is indicated below, all ADSs) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the U.S.
Offer to Purchase and the related ADS Letter of Transmittal.

Dated: February 25, 1999

NUMBER OF ADSs TO BE TENDERED*
__________________________________
SIGNATURE(S)
__________________________________
__________________________________
PLEASE PRINT NAME(S)
__________________________________
__________________________________
ADDRESS(ES)
__________________________________
__________________________________
AREA CODE AND TEL. NO.
__________________________________
__________________________________
EMPLOYER IDENTIFICATION OR SOCIAL
SECURITY NO.

- ------------------------

* Unless otherwise indicated, it will be assumed that all your ADSs are to be
tendered.

BYLAW AMENDMENTS VOTING INSTRUCTIONS

[ ] The undersigned instructs you to instruct Citibank, N.A., the depositary for
the Company's ADS facility (the 'ADS DEPOSITARY'), to vote _________ ADSs in
FAVOR of the Bylaw Amendments.

[ ] The undersigned instructs you to instruct the ADS Depositary to vote
_________ ADSs AGAINST the Bylaw Amendments.

Unless otherwise indicated above, by tendering any or all of the
undersigned's ADSs in the U.S. Offer, the undersigned hereby instructs you to
instruct the ADS Depositary to vote ALL of the undersigned's ADSs in FAVOR of
the Bylaw Amendments.

<PAGE>

<PAGE>
EXHIBIT (a)(6)

<PAGE>

<PAGE>
[LOGO]

CREDIT SUISSE FIRST BOSTON CORPORATION
Eleven Madison Avenue Telephone 212 325 2000
New York, NY 10010-3629

U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK
AND
AMERICAN DEPOSITARY SHARES ('ADSs')
REPRESENTING IN THE AGGREGATE UP TO
501,947,400 SHARES
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
AT
CHILEAN PESOS 250 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 7,500 NET PER AMERICAN DEPOSITARY SHARE
(EACH REPRESENTING 30 SHARES OF COMMON STOCK)
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION

THE OFFER, PRORATION PERIOD AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS EXTENDED.

February 25, 1999

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

We have been appointed by Duke Energy International, L.L.C. (the
'PURCHASER'), a Delaware limited liability company, to act as dealer manager in
the United States (the 'DEALER MANAGER') in connection with the Purchaser's
offer to purchase Shares of Common Stock, no par value (the 'SHARES'), of
Empresa Nacional de Electricidad S.A., a publicly traded stock corporation
organized under the laws of the Republic of Chile (the 'COMPANY'), at a price of
Chilean Pesos 250 per Share, net to the seller in cash, without interest
thereon, upon the terms and subject to the conditions set forth in the U.S.
Offer to Purchase dated February 25, 1999 (which together with the related Form
of Acceptance, ADS Letter of Transmittal and ADS Notice of Guaranteed Delivery
constitute the 'U.S. OFFER'). Please furnish copies of the enclosed materials to
those of your clients for whose accounts you hold Shares in your name or in the
name of your nominee.

The U.S. Offer is subject to a number of conditions, including (i)
shareholder approval at a meeting held on or before April 8, 1999 of Amendments
to Articles 5 bis and 32 bis of the Company's bylaws (together, the 'BYLAW
AMENDMENTS') increasing the percentage of shares that may be beneficially owned
and voted by one shareholder (or group of shareholders) from 26% to 65% of the
outstanding shares of the company and the effectiveness under applicable Chilean
law of the Bylaw Amendments (the 'BYLAW AMENDMENT CONDITION') and (ii) the
purchase in the Chilean offer by the Purchaser of 3,680,947,436 shares (the
'AUCTION CONDITION'). The U.S. Offer is subject to other customary terms and
conditions. Please see 'Section 15. Certain Conditions of the U.S. Offer' of the
U.S. Offer to Purchase.

<PAGE>

<PAGE>
For your information and for forwarding to those of your clients for whom
you hold Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:

1. The U.S. Offer to Purchase, dated February 25, 1999;

2. A printed form of letter that may be sent to your clients for whose
account you hold Shares registered in your name or in the name of a
nominee, with space provided for obtaining such clients'
instructions with regard to the U.S. Offer;

3. The Form of Acceptance to be used by holders of Shares in accepting
the U.S. Offer;

4. The ADS Letter of Transmittal to be used by holders of ADSs in
accepting the U.S. Offer (which constitutes part of the U.S. Offer
and is provided for informational purposes only);

5. The ADS Notice of Guaranteed Delivery (which constitutes part of
U.S. Offer and is provided for informational purposes only); and

6. The return envelope addressed to Harris Trust Company of New York,
(the 'RECEIVING AGENT').

ADSs CANNOT BE TENDERED BY MEANS OF THE ENCLOSED FORM OF ACCEPTANCE (WHICH
IS EXCLUSIVELY FOR USE IN RESPECT OF SHARES). IF YOU HOLD ADSs, YOU SHOULD USE
THE ENCLOSED ADS LETTER OF TRANSMITTAL FOR TENDERING SUCH ADSs INTO THE U.S.
OFFER BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SUCH FORM. ADDITIONAL
INFORMATION CAN BE OBTAINED FROM THE INFORMATION AGENT AT (888) 750-5834 OR
(212) 750-5833.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

PLEASE NOTE THE FOLLOWING:

1. The U.S. Offer is being made for Shares and ADSs representing in
the aggregate up to 501,947,400 Shares (the 'MAXIMUM NUMBER OF
SHARES'). If Shares and/or ADSs representing in the aggregate more
than the Maximum Number of Shares are validly tendered prior to the
Expiration Date and not withdrawn, the Purchaser will, upon the
terms and subject to the conditions of the U.S. Offer, purchase the
Maximum Number of Shares on a pro rata basis. If proration of
Shares and ADSs is required, shares will be purchased only in
multiples of 30 shares. See Section 1 of the U.S. Offer to
Purchase. THE U.S. OFFER IS OPEN TO ALL HOLDERS OF ADSs AND TO ALL
HOLDERS OF SHARES WHO ARE NON-CHILEAN PERSONS.

2. The tender price is Chilean Pesos 250 per Share, net to the seller
in cash and without interest thereon, as set forth in the U.S.
Offer to Purchase. Consideration for tendered Shares will be paid
in Chilean Pesos. The right of a holder of Shares to convert
Chilean Pesos received upon the sale of its Shares pursuant to the
U.S. Offer into another currency and to expatriate these proceeds
to a country other than Chile may be affected by the terms of the
foreign investment contract pursuant to which such holder acquired
such Shares.

3. Tendering holders will not be obligated to pay brokerage fees or
commissions pursuant to the U.S. Offer.

4. The U.S. Offer, the Proration Period and Withdrawal Rights will
expire at 12:00 midnight, New York City time, on Friday, April 9,
1999, unless the U.S. Offer is extended.

5. As of the date hereof, the Board of Directors of the Company has
not reviewed the Offers and has not taken a position with respect
to the Offers.

6. Notwithstanding any other provision of the U.S. Offer, payment for
Shares accepted for purchase pursuant to the U.S. Offer will in all
cases be made only after timely receipt by the Receiving Agent of
the completed Form of Acceptance, together with the Titulo(s)
evidencing ownership of Shares, or a certificate from the Deposito
Central de Valores (the 'DCV') evidencing the number of Shares held
on deposit in the case of Shares held at the DCV, a duly signed
Traspaso stock transfer with the number of Shares in the blank and
power of attorney to complete such a Traspaso in the manner
provided in the Form of Acceptance and in the case of Shares held
on deposit at the DCV, a letter to the DCV instructing the DCV to
perform a book-entry transfer in favor of the Purchaser.

<PAGE>

<PAGE>
The Purchaser will not pay any fees or commissions to any broker, dealer or
other person for soliciting tenders of shares and/or ADSs pursuant to the U.S.
Offer (other than the Dealer Manager, the Receiving Agent and the Information
Agent as described in the U.S. Offer to Purchase). The Purchaser will, however,
upon request, reimburse you for customary mailing and handling expenses incurred
by you in forwarding any of the enclosed materials to your clients.

Requests for copies of the enclosed materials may also be directed to the
Dealer Manager or to the Information Agent.

Very truly yours,

CREDIT SUISSE FIRST BOSTON CORPORATION

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON, THE AGENT OF THE PURCHASER, THE COMPANY, THE DEALER
MANAGER, THE RECEIVING AGENT, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF
THEM, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY
DOCUMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE U.S. OFFER OTHER THAN
THE ENCLOSED DOCUMENTS AND THE STATEMENTS CONTAINED THEREIN.

<PAGE>

<PAGE>
EXHIBIT (a)(7)

<PAGE>

<PAGE>
U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK
AND
AMERICAN DEPOSITARY SHARES ('ADSs')
REPRESENTING IN THE AGGREGATE UP TO
501,947,400 SHARES
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
AT
CHILEAN PESOS 250 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 7,500 NET PER AMERICAN DEPOSITARY SHARE
(EACH REPRESENTING 30 SHARES OF COMMON STOCK)
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00,
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS EXTENDED.

February 25, 1999

To Our Clients:

Enclosed for your consideration are the U.S. Offer to Purchase, dated
February 25, 1999 (the 'U.S. OFFER TO PURCHASE'), and the related Form of
Acceptance, the ADS Letter of Transmittal and the ADS Notice of Guaranteed
Delivery (which together constitute the 'U.S. OFFER') relating to the offer by
Duke Energy International, L.L.C., a Delaware limited liability company (the
'PURCHASER'), to purchase Shares of Common Stock, no par value (the 'SHARES') of
Empresa Nacional de Electricidad S.A. a publicly-traded stock corporation
organized under the laws of the Republic of Chile (the 'COMPANY' or
'ENDESA-CHILE'), at a price of Chilean Pesos 250 per Share, net to the seller in
cash and without interest thereon (the 'U.S. OFFER PRICE'), upon the terms and
subject to the conditions set forth in the U.S. Offer to Purchase. Consideration
for Shares validly tendered and not withdrawn will be paid in Chilean Pesos.

WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD BY US FOR
YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ADS LETTER OF TRANSMITTAL IS
FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER
SHARES HELD BY US FOR YOUR ACCOUNT.

Accordingly, we request instruction as to (1) whether you wish to have us
tender on your behalf any or all Shares held by us for your account pursuant to
the terms and conditions set forth in the U.S. Offer and (2) how you wish to
have us vote your Shares in connection with the Bylaw Amendments described in
the U.S. Offer to Purchase.

ADSs CANNOT BE TENDERED BY MEANS OF THE ENCLOSED FORM OF ACCEPTANCE (WHICH
IS EXCLUSIVELY FOR USE IN RESPECT OF SHARES). IF YOU HOLD ADSs, YOU SHOUD USE
THE ENCLOSED ADS LETTER OF TRANSMITTAL FOR TENDERING SUCH ADSs INTO THE U.S.
OFFER BY FOLLOWING THE INSTRUCTIONS SET FORTH IN SUCH FORM. ADDITIONAL
INFORMATION CAN BE OBTAINED FROM THE INFORMATION AGENT AT (888) 750-5834 OR
(212) 750-5833.

PLEASE NOTE THE FOLLOWING:

1. The U.S. Offer is being made for Shares and ADSs representing in the
aggregate up to 501,947,400 Shares (the 'MAXIMUM NUMBER OF SHARES'). If Shares
and/or ADSs representing in the

<PAGE>

<PAGE>
aggregate more than the Maximum Number of Shares are validly tendered prior to
the Expiration Date and not withdrawn, the Purchaser (as defined in the U.S.
Offer to Purchase) will, upon the terms and subject to the conditions of the
U.S. Offer, purchase the Maximum Number of Shares on a pro rata basis. See
Section 1 of the U.S. Offer to Purchase. THE U.S. OFFER IS OPEN TO ALL HOLDERS
OF ADSs AND TO ALL HOLDERS OF SHARES WHO ARE NOT CHILEAN PERSONS.

3. Tendering holders will not be obligated to pay brokerage fees or
commissions.

4. The U.S. Offer, the Proration Period and Withdrawal Rights will expire
at 12:00 midnight, New York City time, on Friday, April 9, 1999, unless the U.S.
Offer is extended.

5. As of the date hereof, the Board of Directors of the Company has not
reviewed the Offers and has not taken a position with respect to the Offers.

6. Notwithstanding any other provision of the U.S. Offer, payment for
Shares accepted for purchase pursuant to the U.S. Offer will in all cases be
made only after timely receipt by the Receiving Agent of (a) Titulo(s)
(certificate(s) of title) evidencing such tendered Shares (b) the Form of
Acceptance (or copy thereof), properly completed and duly executed, with any
required signature guarantee, (c) a duly signed Traspaso stock transfer and (d)
any other documents required by the Form of Acceptance.

If you wish to have us tender any or all of the Shares held by us for your
account, please so instruct us by completing, executing, detaching and returning
to use the instruction form set forth herein. If you authorize the tender of
your Shares, all such Shares will be tendered unless otherwise specified below.
An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION DATE.

The U.S. Offer is made solely by the U.S. Offer to Purchase, and in the
related Form of Acceptance, ADS Letter of Transmittal and ADS Notice of
Guaranteed Delivery. The Purchaser is not aware of any jurisdiction where the
making of U.S. Offer is prohibited by administrative or judicial action pursuant
to any valid state statute. If the Purchaser becomes aware of any valid state
statute prohibiting the making of the U.S. Offer or the acceptance of Shares
pursuant thereto, Purchaser will make a good faith effort to comply with such
state statute. If, after such good faith effort, Purchaser cannot comply with
such state statute, the U.S. Offer will not be made to, nor will tenders be
accepted from or on behalf of, the holders of Shares in such state. In any
jurisdiction where the securities, blue sky or other laws require the U.S. Offer
to be made by a licensed broker or dealer, the U.S. Offer shall be deemed to be
made on behalf of the Purchaser by Credit Suisse First Boston Corporation, the
Dealer Manager, or one or more registered brokers or dealers licensed under the
laws of such jurisdiction.

<PAGE>

<PAGE>
TENDERING INSTRUCTIONS FOR SHARES OF EMPRESA NACIONAL DE ELECTRICIDAD S.A.

The undersigned acknowledge(s) receipt of your letter and the U.S. Offer to
Purchase dated February 25, 1999, and the related Form of Acceptance, ADS Letter
of Transmittal and ADS Notice of Guaranteed Delivery in connection with the U.S.
Offer by Duke Energy International, L.L.C. to purchase up to 501,947,400 Shares
(including Shares represented by ADSs) pursuant to the terms and subject to the
conditions set forth in the U.S. Offer to Purchase.

This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the U.S.
Offer to Purchase and the related Form of Acceptance.

Dated: February 25, 1999

NUMBER OF SHARES TO BE TENDERED: SHARES*
__________________________________
SIGNATURE(S)
__________________________________
__________________________________
PLEASE PRINT NAME(S)
__________________________________
__________________________________
ADDRESS(ES)
__________________________________
__________________________________
AREA CODE AND TEL. NO.
__________________________________
__________________________________
EMPLOYER IDENTIFICATION OR SOCIAL
SECURITY NO.

- ------------------------

* Unless otherwise indicated, it will be assumed that all Shares are to be
tendered.

BYLAW AMENDMENTS VOTING INSTRUCTIONS

[ ] The undersigned instructs you to vote ___________________________ Shares in
FAVOR of the Bylaw Amendments.

[ ] The undersigned instructs you to vote ___________________________ Shares in
AGAINST the Bylaw Amendments.

Unless otherwise indicated above, by tendering any or all of the
undersigned's Shares in the U.S. Offer the undersigned hereby instructs you to
vote ALL of the undersigned's Shares in FAVOR of the Bylaw Amendments.

<PAGE>

<PAGE>
EXHIBIT (a)(8)

<PAGE>

Feb. 18, 1999

Contact: Danny Gibbs
Office: 704/373-6680
24-hour media line: 704/382-8333

(A teleconference is scheduled for 1 p.m. Eastern Standard Time today.
Call Diane Savage at 704/382-8341 for the number and password.)

DUKE ENERGY ANNOUNCES INTENT
TO ACQUIRE CONTROL OF ENDESA-CHILE

Santiago, Chile -- Duke Energy (NYSE:DUK) today announced that it intends to
make, through its wholly owned subsidiary, Duke Energy International (DEI),
concurrent cash tender offers in the United States and Chile for shares of
common stock ('Shares') and American Depository Shares ('ADSs') of Endesa-Chile
that, in the aggregate, represent 51 percent of the outstanding Shares at 250
Chilean pesos per Share and 7,500 Chilean pesos per ADS (each representing 30
shares), in each case net to the seller in cash.

The United States tender offer ('the U.S. Offer') will be for Shares and ADSs of
Endesa-Chile and will be open to U.S. and non-Chilean persons only. The Chilean
offer will be for Shares only and will be structured as a 'remate,' a form of
auction on the Santiago Stock Exchange (the 'Chilean Auction'). U.S. and
non-Chilean persons may participate only in the U.S. Offer.

The maximum number of Shares and ADSs that Duke Energy will offer to purchase
will be allocated as follows: (i) up to 3,680,947,436 Shares for the Chilean
Auction, representing approximately 45 percent of the share capital of
Endesa-Chile, and (ii) up to 501,947,400 Shares (including those purchased in
the form of ADSs) for the U.S. Offer representing approximately 6 percent of the
share capital of Endesa-Chile.

The purpose of the Offers is to acquire control (including majority
representation on the board of directors) of, and majority of the equity
interest in, Endesa-Chile.

The Offers will be conditional upon, among other things, shareholder approval
and effectiveness under applicable Chilean law of an amendment to Endesa-Chile's
bylaws increasing the percentage of Endesa-Chile Shares that may be owned and
voted by a single shareholder (or group of shareholders), from 26 percent to 65
percent of the outstanding Shares of Endesa-Chile.

Duke Energy intends to file a Schedule 14D-1 for the U.S. Offer with the U.S.
Securities and Exchange Commission. Copies of the U.S. Offer to Purchase will be
mailed to U.S. and non-Chilean shareholders and copies of a Spanish translation
of the Schedule 14D-1 (including the U.S. Offer to Purchase), the Chilean notice
of intent to acquire control of Endesa-Chile (in Spanish) and a notice
describing the terms and conditions of the Chilean Auction (in Spanish) will be
mailed to Chilean shareholders.

'This acquisition will establish Duke Energy as the premier player in one of the
largest and most dynamic energy markets in the world,' said Bruce Williamson,
president and chief executive officer of Duke Energy International. 'Together,
Endesa-Chile and Duke Energy would become the first truly regional power
generation and energy trading and marketing force in Latin America, creating an
unparalleled basis for future growth across all forms of energy in the region.
We are also looking forward to working with the very talented management team of
Endesa-Chile who has a proven track record.'

Duke Energy (NYSE:DUK) is a global energy company with more than $26 billion in
assets. Headquartered in Charlotte, N.C., the company reaches into more than 50
countries, producing energy, transporting energy, marketing energy and providing
energy services. In the United States, Duke Energy companies provide electric
service to approximately two million customers in North Carolina and South
Carolina; operate interstate pipelines that deliver natural gas to various
regions of the country; and are leading marketers of electricity, natural gas
and natural gas liquids. Additional information about the company is available
on the Internet at: www.duke-energy.com.

<PAGE>

EXHIBIT (a)(9)

<PAGE>

[SPANISH FROM WHICH EXHIBIT (a)(8) WAS TRANSLATED]

<PAGE>

<PAGE>
EXHIBIT (a)(10)

<PAGE>

<PAGE>
This announcement is not an offer to purchase or a solicitation of an
offer to sell Shares and/or ADSs. The U.S. Offer is made solely by the
U.S. Offer to Purchase dated February 25, 1999 and the related Form
of Acceptance and ADS Letter of Transmittal and is not being made
to, nor will tenders be accepted from or on behalf of, holders of
Shares and/or ADSs in any jurisdiction in which the making of the U.S.
Offer or acceptance thereof would not be in compliance with the laws
of such jurisdiction. In those jurisdictions where it is required
that the U.S. Offer be made by a licensed broker or dealer, the
U.S. Offer shall be deemed to be made on behalf of the Purchaser
(as defined below) by Credit Suisse First Boston Corporation
('Credit Suisse First Boston') or one or more registered
brokers or dealers licensed under the laws of such
jurisdiction.

NOTICE OF U.S. OFFER TO PURCHASE FOR CASH SHARES OF COMMON STOCK
AND AMERICAN DEPOSITARY SHARES REPRESENTING IN THE
AGGREGATE UP TO 501,947,400 SHARES OF COMMON STOCK
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
AT
CHILEAN PESOS 250 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 7,500 NET PER AMERICAN DEPOSITARY SHARE
(EACH REPRESENTING 30 SHARES OF COMMON STOCK)
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF
DUKE ENERGY CORPORATION

Duke Energy International, L.L.C., a Delaware limited liability
company (the 'Purchaser') and a wholly-owned, indirect subsidiary of
Duke Energy Corporation, a North Carolina corporation ('Duke Energy'),
is offering to purchase for cash shares of Common Stock, no par value
(the 'Shares'), of Empresa Nacional de Electricidad S.A., a
publicly-traded stock corporation organized under the laws of the
Republic of Chile (the 'Company'), plus a number of American Depositary
Shares, each representing 30 Shares (the 'ADSs'), which Shares and ADSs
represent, in the aggregate, up to 501,947,400 Shares at a price of
Chilean pesos 250 per Share, net to the seller in cash and without
interest thereon, and at a price of Chilean pesos 7,500 per ADS, net to
the seller in cash and without interest thereon, upon the terms and
subject to the conditions set forth in the U.S. Offer to Purchase dated
February 25, 1999 (the 'U.S. Offer to Purchase') and in the related Form
of Acceptance and ADS Letter of Transmittal (which, as amended or
supplemented from time to time, together constitute the 'U.S. Offer').
Each sale of ADSs pursuant to the U.S. Offer will be settled in United
States dollars by reference to the average exchange rate at which
commercial banks conduct authorized transactions in Chile as determined
by the Central Bank of Chile and published in the Official Gazette of
Chile in effect on the date of payment. Each sale of Shares pursuant to
the U.S. Offer will be settled in Chilean pesos. The U.S. Offer is open
to all holders of ADSs and all holders of Shares who are not Chilean
Persons (as defined in the U.S. Offer to Purchase).

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS THE U.S. OFFER
IS EXTENDED.

The U.S. Offer is being made in conjunction with an offer (the
'Chilean Offer' and together with the U.S. Offer, the 'Offers') by the
Purchaser for up to 3,680,947,436 Shares. Persons who are not Chilean
Persons will not be permitted to tender their Shares in the Chilean
Offer. The Chilean Offer will be effected pursuant to an auction
transaction on the Santiago Stock Exchange commonly referred to as a
'remate' (the 'Chilean Auction'). The Purchaser will purchase Shares
during, but outside of, the U.S. Offer pursuant to the Chilean Auction.
These purchases may be at prices higher than the U.S. Offer price;
however, if purchases are made at a higher price then, prior to the
expiration of the U.S. Offer, the U.S. Offer price will be increased to
the highest price paid by the Purchaser in the Chilean Auction.

Duke Energy, through the Purchaser, is seeking to purchase a total
of up to 4,182,894,836 Shares (51% of the outstanding Shares) of the
Company pursuant to the two Offers.

The U.S. Offer is subject to a number of conditions, including
(i) shareholder approval at a meeting held on or before April 8, 1999 of
amendments to Articles 5 bis and 32 bis of the Company's bylaws (the
'Bylaw Amendments') increasing the percentage of Shares that may be
beneficially owned and voted by one shareholder (or group of
shareholders) from 26% to 65% of the outstanding Shares of the Company
and the effectiveness under applicable Chilean law of the Bylaw
Amendments (the 'Bylaw Amendment Condition') and (ii) the purchase in
the Chilean Offer by the Purchaser of 3,680,947,436 Shares (the 'Auction
Condition'). The U.S. Offer is subject to other customary terms and
conditions. Please see the U.S. Offer to Purchase for complete details
of the conditions of the U.S. Offer.

HOLDERS OF SHARES AND ADSs ARE URGED TO VOTE, IN THE MANNER
DESCRIBED IN THE U.S. OFFER TO PURCHASE, ALL SHARES AND ALL ADSs HELD BY
THEM IN FAVOR OF THE BYLAW AMENDMENTS WHETHER OR NOT THEY INTEND TO
TENDER THEIR SHARES OR ADSs PURSUANT TO THE U.S. OFFER.

<PAGE>

The purpose of the Offers is to acquire control of, and
approximately a 51% equity position in, the Company. Duke Energy
intends, as soon as practicable after consummation of the Offers, to
seek majority representation on the Company's Board of Directors.

If any condition to the U.S. Offer is not satisfied, the Purchaser
may terminate the U.S. Offer and return all tendered Shares and ADSs to
tendering shareholders, extend the U.S. Offer and, subject to withdrawal
rights as set forth below, retain all such Shares and ADSs until the
expiration of the U.S. Offer as so extended, waive such conditions and,
subject to any requirement to extend the period of time during which the
U.S. Offer is open, purchase all Shares and ADSs validly tendered by the
Expiration Date and not withdrawn, or delay acceptance for payment or
payment for Shares and ADSs, subject to applicable law, until
satisfaction or waiver of the conditions to the U.S. Offer.

If Shares and/or ADSs representing in the aggregate more than
501,947,400 Shares are validly tendered by the Expiration Date and not
withdrawn, the Purchaser will, upon the terms and subject to the
conditions of the U.S. Offer, purchase such Shares and ADSs on a pro
rata basis. If proration of tendered Shares and ADSs is required, Shares
will be purchased only in multiples of 30 Shares (a 'Share Multiple').
Proration for each holder of Shares will be based on the ratio that the
number of Share Multiples tendered by such holder (and not withdrawn)
bears to the sum of the number of Share Multiples tendered (and not
withdrawn) by all tendering holders of Shares plus the number of ADSs
tendered (and not withdrawn) by all tendering holders of ADSs. Proration
for each holder of ADSs will be based on the ratio that the number of
ADSs tendered (and not withdrawn) by such holder bears to the sum of the
number of Share Multiples tendered (and not withdrawn) by all tendering
holders of Shares plus the number of ADSs tendered (and not withdrawn)
by all tendering holders of ADSs. If not more than 501,947,400 Shares
(including Shares represented by ADSs) are validly tendered by the
Expiration Date and not withdrawn, the Purchaser will, upon the terms
and subject to the conditions of the U.S. Offer, purchase all Shares
and/or ADSs so tendered and not withdrawn.

If proration of tendered Shares and/or ADSs is required, because
of the difficulty of determining the number of Shares and ADSs validly
tendered and not withdrawn, the Purchaser does not expect to be able to
announce the final results of such proration until at least seven New
York Stock Exchange trading days after the Expiration Date. Preliminary
results of such proration will be announced by press release as promptly
as practicable after such date. Holders of Shares and ADSs may obtain
preliminary information from the Dealer Manager or Information Agent and
may be able to obtain such information from their brokers. The Purchaser
will not pay for any Shares or ADSs accepted for payment pursuant to the
U.S. Offer until the final proration factor is known.

Tendering holders of Shares and tendering holders of ADSs who have
Shares and ADSs registered in their own name and who tender directly to
the Receiving Agent will not be obligated to pay brokerage fees or
commissions or, except as set forth in instruction 6 of the ADS Letter
of Transmittal, stock transfer taxes on the purchase of Shares and ADSs
pursuant to the U.S. Offer.

For purposes of the U.S. Offer, the Purchaser shall be deemed to
have accepted for payment Shares and ADSs validly tendered and not
properly withdrawn if, as and when the Purchaser gives oral or written
notice to the Receiving Agent of the Purchaser's acceptance of such
Shares and ADSs. In all cases, payment for Shares and ADSs accepted for
payment pursuant to the U.S. Offer will be made by deposit of the
purchase price therefor with the Receiving Agent which will act as agent
for tendering holders of Shares and/or ADSs for the purpose of receiving
payment from the Purchaser and transmitting payments to such tendering
holders of Shares and/or ADSs whose Shares and/or ADSs have been
accepted for payment pursuant to the U.S. Offer. In all cases, payment
for tendered Shares will be made only after timely receipt by the
Receiving Agent of (i) Titulo(s) evidencing ownership of Shares, or a
certificate from the Deposito Central de Valores (the 'DCV') evidencing
the number of Shares held on deposit in the case of Shares held at the
DCV; (ii) a duly signed Traspaso stock transfer with the number of
Shares in blank and power of attorney to complete such a Traspaso in the
manner provided in the Form of Acceptance; (iii) in the case of Shares
held on deposit at the DCV, a letter to the DCV instructing the DCV to
perform a book-entry transfer in favor of the Purchaser; and (iv) all
other required documents. In all cases, payment for tendered ADSs
pursuant to the U.S. Offer will be made only after timely receipt by the
Receiving Agent of (i) American Depositary Receipts ('ADRs') evidencing
such ADSs (or, in the case of ADSs held in book-entry form, timely
confirmation of a book-entry transfer of such ADSs into the Receiving
Agent's account at a Book-Entry Transfer Facility (as described in
Section 4 of the U.S. Offer to Purchase); (ii) a duly executed ADS
Letter of Transmittal (or copy thereof) or agent's message (in the case
of a book-entry transfer of ADSs); and (iii) all other required
documents. Please see the U.S. Offer to Purchase for full details on the
procedure for tendering Shares and ADSs.

Under no circumstances will interest be paid on the purchase price
for the tendered Shares and/or ADSs, regardless of any delay in making
such payment or extension of the Expiration Date.

The term 'Expiration Date' shall mean 12:00 midnight, New York
City time, on April 9, 1999, unless the Purchaser shall have extended
the period of time for which the U.S. Offer is open, in which event the
term 'Expiration Date' shall mean the latest time and date at which the
U.S. Offer, as so extended by the Purchaser, shall expire.

The Purchaser expressly reserves the right, in its sole
discretion, at any time or from time to time, and regardless of whether
or not any of the conditions specified in Section 15 of the U.S. Offer
to Purchase shall have been satisfied, to extend for any reason the
period of time during which the U.S. Offer is open, and to amend the
U.S. Offer in any respect, by giving oral or written notice of such
extension or amendment to the Receiving Agent. Any such extension or
amendment will be followed as promptly as practicable by public
announcement thereof.

<PAGE>

Tenders of Shares and ADSs made pursuant to the U.S. Offer may be
withdrawn at any time prior to the Expiration Date. Thereafter, such
tenders are irrevocable, except that they may be withdrawn after April
26, 1999 unless theretofore accepted for payment as provided in the U.S.
Offer to Purchase. For a withdrawal to be effective, a written,
telegraphic, telex or facsimile transmission notice of withdrawal must
be timely received by the Receiving Agent at its addresses set forth in
the U.S. Offer to Purchase and must specify the name of the person who
tendered the Shares and/or ADSs to be withdrawn and the number of Shares
and/or ADSs to be withdrawn and the name of the registered holder of
Shares and/or ADSs, if different from that of the person who tendered
such Shares and/or ADSs. If the Shares and/or ADSs to be withdrawn have
been delivered to the Receiving Agent, a signed notice of withdrawal
with (except in the case of ADSs tendered by an Eligible Institution (as
defined in the U.S. Offer to Purchase)) signatures guaranteed by an
Eligible Institution must be submitted prior to the release of ADSs. In
addition, such notice must specify, in the case of Shares and ADSs
tendered by delivery of Titulos or ADRs, the name of the registered
holder (if different from that of the tendering shareholder) and the
serial numbers shown on the particular Titulos or ADRs evidencing the
Shares or ADSs to be withdrawn or, in the case of Shares and ADSs
tendered by book-entry transfer, the name and number of the account at
one of the book-entry transfer facilities to be credited with the
withdrawn Shares and ADSs. None of the Purchaser, Duke Energy, the
Dealer Manager, the Receiving Agent, the Information Agent or any other
person will be under any duty to give notification of any defect or
irregularity in any notice of withdrawal or incur any liability for
failure to give any such notification.

THE INFORMATION REQUIRED TO BE DISCLOSED BY PARAGRAPH (e)(1)(vii)
OF RULE 14d-6 UNDER THE SECURITIES EXCHANGE ACT OF 1934 IS CONTAINED IN
THE U.S. OFFER TO PURCHASE AND IS INCORPORATED HEREIN BY REFERENCE.

A request has been made to the Company for the use of its
stockholder registry and security position listings for the purpose of
disseminating the U.S. Offer to holders of Shares and ADSs. The U.S.
Offer to Purchase, Form of Acceptance, ADS Letter of Transmittal and any
other relevant materials will be mailed promptly to record holders of
Shares and ADS and will be furnished to brokers, dealers, commercial
banks, trust companies and similar persons whose names or the names of
whose nominees appear on the stockholder lists, or if applicable, who
are listed as participants in a clearing agency's security position
listing for subsequent transmittal to beneficial owners of Shares and
ADSs.

The Board of Directors of the Company has not reviewed the U.S.
Offer and, as the date hereof, has not taken a position with respect
thereto.

THE U.S. OFFER TO PURCHASE AND THE RELATED FORM OF ACCEPTANCE, ADs
LETTER OF TRANSMITTAL AND ADs NOTICE OF GUARANTEED DELIVERY CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ IN THEIR ENTIRETY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE U.S. OFFER.

Questions or requests for assistance or additional copies of the
U.S. Offer to Purchase, the Form of Acceptance, the ADS Letter of
Transmittal and the ADSs Notice of Guaranteed Delivery may be directed
to the Information Agent or the Dealer Manager at their respective
addresses and telephone numbers set forth below. A holder of Shares
and/or ADSs also may contact his or her broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the U.S. Offer.

The Information Agent for the U.S. Offer is:
[Logo]

501 Madison Avenue, 20th Floor
New York, New York 10022
Bankers & Brokers Call Collect: (212) 750-5833
All Others Call Toll-Free: (888) 750-5834

The Dealer Manager for the Offer is:

[Logo]

Eleven Madison Avenue
New York, New York 10010-3629
Call Toll Free (800) 881-8320

February 25, 1999

<PAGE>

<PAGE>
EXHIBIT (a)(11)

<PAGE>

<PAGE>
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to the action to be taken, you should seek financial advice
from your own appropriately authorized independent financial advisor.

If you have sold or transferred all of your registered holdings of American
Depositary Shares of Empresa Nacional de Electricidad S.A. ('ENDESA-CHILE'),
please forward this document and all accompanying documents to the stockholder,
bank or other agent through or to whom the sale or transfer was effected, for
transmission to the purchaser or transferee.

ADS NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
AMERICAN DEPOSITARY SHARES ('ADSs')
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
PURSUANT TO THE U.S. OFFER TO PURCHASE
DATED FEBRUARY 25, 1999
BY
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY OF
DUKE ENERGY CORPORATION

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON FRIDAY, APRIL 9, 1999, UNLESS THE U.S. OFFER
IS EXTENDED.

As set forth under Section 4. 'Procedure for Accepting the U.S.
Offer -- Holders of Endesa-Chile ADSs' in the U.S. Offer to Purchase dated
February 25, 1999 (the 'U.S. OFFER TO PURCHASE'), this ADS Notice of Guaranteed
Delivery or one substantially equivalent hereto (this 'FORM') must be used to
tender ADSs pursuant to the U.S. Offer if the American Depositary Receipts
('ADRS') evidencing such ADSs are not immediately available or if the procedures
for book-entry transfer cannot be completed on a timely basis or time will not
permit all required documents to reach the Receiving Agent prior to the
termination of the U.S. Offer. This Form, properly completed and duly executed
(including the signature guarantee by an Eligible Institution in the form set
forth hereinafter) may be delivered by hand or mail to the Receiving Agent.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings assigned to them in the U.S. Offer to Purchase.

THE RECEIVING AGENT FOR THE U.S. OFFER IS:
HARRIS TRUST COMPANY OF NEW YORK

DELIVERY OF THIS FORM TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A
VALID DELIVERY.

This Form is not to be used to guarantee signatures other than for the
purposes described in this Form. If a signature on an ADS Letter of Transmittal
is required to be guaranteed by an Eligible Institution under the instructions
thereto, such signature guarantee must appear in the applicable space provided
in the signature box on such ADS Letter of Transmittal.

In the case of ADSs held through the Book-Entry Facility, the ADS Notice of
Guaranteed Delivery may be delivered to the Receiving Agent by a participant in
the Book-Entry Facility via the book-entry confirmation system.

SHARES OF ENDESA-CHILE MAY NOT BE TENDERED BY MEANS OF THIS FORM.

<PAGE>

<PAGE>
Ladies and Gentlemen:

The undersigned hereby tenders to Duke Energy International, L.L.C. (the
'PURCHASER'), a wholly-owned, indirect subsidiary of Duke Energy Corporation,
the ADSs indicated below upon the terms and subject to the conditions set forth
in the U.S. Offer to Purchase and the related ADS Letter of Transmittal, receipt
of which is hereby acknowledged, the number of ADSs specified below pursuant to
the Guaranteed Delivery Procedures described in the U.S. Offer to Purchase under
'Section 4. Procedure for Accepting the U.S. Offer -- Holders of Endesa-Chile
ADSs.'

The undersigned understands that tendered ADSs will not be accepted by the
Purchaser unless all of the conditions to the U.S. Offer are satisfied or, where
permitted, waived including, but not limited to, the Bylaw Amendment Condition
(as such term is defined in the U.S. Offer to Purchase).

Number of ADSs: ________________________________________________________________
ADR No.(s) (if available): _____________________________________________________
________________________________________________________________________________
________________________________________________________________________________
If ADSs will be tendered by book-entry transfer, check this box [ ]:
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________

Name(s) of Record Holder(s): ___________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Area Code and Tel. No: _________________________________________________________
Signature(s): __________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
Dated: _________________________________________________________________________

(please type or print)

GUARANTEE

The undersigned, a financial institution which is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Program or the Stock Exchange Medallion Program, hereby guarantees
that the undersigned will deliver to the Receiving Agent the ADRs representing
the ADSs tendered hereby, in proper form for transfer, or confirmation of the
book-entry transfer of such ADSs into the Receiving Agent's account at the
Book-Entry Transfer Facility, together with a properly completed and duly
executed ADS Letter of Transmittal or, in the case of a book-entry transfer, an
Agent's Message (as defined in the U.S. Offer to Purchase), with any required
signature guarantees and any other required documents, all within five NYSE
trading days after the date hereof.

<PAGE>

<TABLE>
<S> <C>
- --------------------------------------------- --------------------------------
(NAME OF FIRM, AGENT OR TRUSTEE) (AUTHORIZED SIGNATURE)
Name:
- --------------------------------------------- -------------------------------
(ADDRESS) (PLEASE TYPE OR PRINT)
Title:
- --------------------------------------------- -------------------------------
(ZIP CODE) Dated:
Area Code and Tel. No.:
</TABLE>

NOTE: DO NOT SEND SECURITIES WITH THIS FORM; SECURITIES SHOULD BE SENT WITH
YOUR ADS LETTER OF TRANSMITTAL

<PAGE>

EXHIBIT (a)(13)

<PAGE>

FEBRUARY 23, 1999 CONTACT: DANNY GIBBS
PHONE: 704/373-6680
24-HOUR: 704/382-8333

DUKE ENERGY REAFFIRMS INDEPENDENCE
OF ITS TENDER OFFERS FOR ENDESA-CHILE

SANTIAGO, CHILE -- Duke Energy today reaffirmed that its previously announced
tender offers regarding Endesa-Chile are independent of any offers by
Endesa-Spain. The tender offers that will be made by Duke Energy International
on Thursday, February 25, are not in any way related to an offer by Endesa-Spain
for a 32 percent interest in Enersis.

Neither Duke Energy nor its subsidiary Duke Energy International (DEI) have any
agreement or arrangement with Endesa, S.A. (Endesa-Spain) relating to Duke
Energy's tender offers for a total of 51 percent of Empresa Nacional de
Electricidad, S.A. (Endesa-Chile). Duke Energy also has no agreement or
arrangement with Endesa-Spain relating to Endesa-Spain's tender offers for
Enersis, S.A.

Further, in accordance with United States law, now that the Duke Energy tender
offers for Endesa-Chile have been announced, no purchases or any other
arrangements relating to the purchase of Endesa-Chile shares by DEI will be made
outside of the tender offers.

The Duke Energy tender offers will be conditional upon receipt of at least 51
percent of Endesa-Chile's outstanding shares and shareholder approval of an
amendment to Endesa-Chile's bylaws increasing the percentage of Endesa-Chile
shares that may be owned and voted by a single shareholder (or group of
shareholders) from 26 percent to 65 percent of the outstanding shares of
Endesa-Chile. Duke Energy will include these conditions as part of its offer to
enable it to become the majority shareholder of Endesa-Chile.

Bruce Williamson, DEI president and chief executive officer noted, 'if our
tender offers are successful, Endesa-Chile will become Duke Energy's power
generation investment vehicle for growth and expansion in Latin America. Our
requirement for a 51 percent stake in Endesa-Chile is a critical part of the
offer and also supports the principle of ensuring that minority shareholders
participate equally and fairly with Duke Energy in Endesa-Chile.'

The conditions that Duke Energy has placed on its tender offers also ensure that
the Chilean Pension Funds will continue to be able to invest in Endesa-Chile and
to be well represented on its board of directors. In accordance with current
Chilean law, pension funds may not invest in a company if a single shareholder
or group of related shareholders is permitted to own more than 65 percent of the
company. Williamson explained that, 'Duke Energy wants the pension funds to
continue to be well represented on the board of directors of Endesa-Chile,
consistent with their level of ownership.'

'Duke Energy creates shareholder value through superior capabilities in the
production for and the delivery and sale of energy and energy-related products
and services to our customers worldwide,' said Williamson. 'We are committed to
being a global leader in the energy industry, and to bringing our leadership,
financial strength and generation focus to Endesa-Chile's shareholders and
customers. Our tender offers are designed to provide fair value for all
shareholders of Endesa-Chile.'

In a related matter, Duke Energy also announced that if it were successful in
the tender offers, it would limit its role in Nueva Renca, a 370-megawatt gas
fired power plant located near Santiago in which it has a minority interest, to
a passive investment to the extent that there was any conflict of interest, and,
as soon as practicable thereafter, divest its interest.

<PAGE>

EXHIBIT (a)(14)

CLARIFICATION AND COMPLEMENTATION OF
NOTICE OF TAKE OF CONTROL OF EMPRESA
NACIONAL DE ELECTRICIDAD S.A.

Duke Energy International, L.L.C. ("Duke International"), in connection with the
notice (the "Notice") published on February 18, 1999, in the "La Segunda"
newspaper, a copy of which was published in the "El Mercurio" newspaper on
February 19, 1999, in which it is informed the intent of take of control of
"Empresa Nacional de Electricidad S.A." ("Endesa"), its affiliates and other
companies controlled by it, and at the request of the Superintendency of
Securities and Insurance through Letter N(0) 01161 of February 22, 1999,
clarifies and complements the Notice as follows:

1. That it is a condition precedent for the effectiveness of the
purchase offer announced by Duke International in the Notice, that there
be sales orders in Chile for a stock package amounting to at least
3,680,947,436 shares, representing 44.88% of the subscribed and paid
capital of Endesa and to the receipt of sales offers through the "Tender
Offer" to be carried out in the United States of America amounting to at
least 501,947,400 shares, including those offered in the form of ADSs,
representing 6.12% of the share capital of Endesa presently subscribed
and paid. The aforementioned condition, may be waived at the sole
discretion of Duke International.

As a consequence of the above, Duke International may or not, at its
option, consider the excess of the shares offered for sale in a market
to complete the deficit of shares offered for sale in another.

2. (a) As indicated in the prior number, the present intention of Duke
International, which is reflected in the public offer to purchase shares
of Endesa, is to purchase only a number of shares equivalent to 51% of
the subscribed and paid share capital of Endesa.

(b) Duke International informs that it has not executed any type of
agreement, nor is it in a process of negotiation to reach one, either
with shareholders of Endesa, groups of same or its present controllers,
in order to manage jointly their investment in such company.

<PAGE>

3. The following companies are added to the list of companies controlled by
Endesa, which control is sought jointly with that of Endesa, Autopista
del Sol S.A. and Autopista Los Libertadores S.A., because they are
indirectly controlled by Endesa and are registered in the Registry of
Securities that is carried by the Superintendency of Securities and
Insurance.

4. The condition of there being no competitive offers has been made so
that, in the event that an offer is announced before the auction of the
shares in Chile [takes place] with better terms to the offer made by
Duke International, the latter may declare that the necessary conditions
precedent for the auction to take place have not been met and therefore
not make it. As stated in number(0)hereinabove, this condition can be
waived at the sole discretion of Duke International, to which effect
Duke International has reserved its right to increase the price offered
for the shares.

5. Duke International informs that the largest shareholders of Duke Energy
corporation are the following, none of which have shareholders
agreements: Fidelity Management and Research 4.3%, Putnam Investment
Management 3.6%, BCW Barclays Global Investors 2.7%, Smith Barney Asset
Management 1.7% and Bankers Trust 1.7%.

DUKE ENERGY INTERNATIONAL L.L.C.

<PAGE>

EXHIBIT (a)(15)

NOTICE OF OFFER TO PURCHASE SHARES OF EMPRESA
NACIONAL DE ELECTRICIDAD S.A. IN AN AUCTION

Duke Energy International L.L.C. ("Duke International") a company organized
according to the laws of the State of Delaware, United States of America, which
corporate purpose is investments, domiciled at 5400 Westheimer Court, Houston,
Texas, United States of America, and for these purposes at Moneda 970, 12th
floor, Santiago, Chile, a wholly owned affiliate of Duke Energy Corporation
("Duke"), a corporation organized and in existence under the laws of the State
of North Carolina, United States of America, offers to purchase directly or
through a Chilean affiliate (the "Affiliate") entirely controlled by Duke
International and specially formed to this effect, 3,680,947,436 shares, with no
nominal value (the "Shares"), which represent 44.88% of the subscribed and paid
share capital of Empresa Nacional de Electricidad S.A. ("Endesa"), from all
Chilean shareholders of Endesa, either individuals or legal entities, through a
sale in an auction (the "Auction") that will be carried out in the Santiago
Stock Exchange (the "Stock Exchange"), pursuant to the regulations provided in
paragraph 2.3 of Part B of the Auction System of the Operations Regulations of
the Santiago Stock Exchange.

This publication is made in conformity to what was stated in the Take of Control
notice of Endesa, its affiliates and coligates, published in the La Segunda
newspaper, on February 18, 1999, and complemented by the publication made in the
El Mercurio newspaper on February 25, 1999.

CHARACTERISTICS OF THE OFFER

1. Duke International invites all shareholders of Endesa to make a sales
offer in the Auction of their shares so that Duke International or its
Affiliate, may purchase and acquire 3,680,947,436 subscribed and paid
shares of Endesa that are offered to it on sale, pursuant to the terms
of this announcement, in the minimum price of Ch$ 250 per share. This
price shall not accrue interests nor be subject to adjustments because
of inflation. The purchase price shall be paid under the stock exchange
practice called Normal Cash Payment, that is, on the second stock
exchange working day as of the date of the Auction.

<PAGE>

2. The sales price for the Shares shall be paid through a check extended
in the name of whom it may correspond, provided there has been a prior
signing of a receipt for the money and a release.

3. The invitation to make this offer starts on March 4, 1999 and,
notwithstanding of what is provided in number 12 for the Stock Exchange
brokers, will expire at 12 am of the fifth stock exchange working day
prior to the date of the Auction (the "Offering Period"). The Auction
shall take place within the ten stock exchange working day as of the
date of the publication of the notice referred to in No.4 hereinbelow.

4. It is an essential condition to carry out the Auction that, prior to
it taking place, that an Extraordinary Shareholders Meeting of Endesa,
which has to take place on or before April 8, 1999, legally approves an
amendment to Article Five Bis of its bylaws, which presently states that
"no person, directly or through other related persons, may concentrate
more than 26% of the capital of the company which is entitled to vote",
and of Article Thirty Two Bis of its bylaws, which presently state that
"notwithstanding what is provided in the prior article, no shareholder
may exercise on behalf of itself or on behalf of other shareholders, the
right to vote for more than 26% of the subscribed shares of the company
which are entitled to vote, having to disregard the excess over 26%",
and which concludes stating "also, no other person may represent
shareholders who in the aggregate have more than 26% of the subscribed
capital of the company", with the purpose of substituting the referred
limit of 26% of maximum shareholding participation for a new 65%
percentage, as well as the complementary agreements that may be
necessary and sufficient so that such charter amendment may be applied,
and legalized in time and form. Once the aforementioned condition
actually takes place, Duke International shall publish, within the
following 10 working days as of the date of legalization of the
amendment to the bylaws, a notice in the El Mercurio of Santiago
newspaper and in the Wall Street Journal of New York, United States of
America, respectively, informing of such circumstance and stating the
date of the Auction.

<PAGE>

5. In the event that shareholders of Endesa accept to sell a higher
number than the maximum amount offered to purchase, Duke International
or the Affiliate, shall purchase shares prorate to those that each
shareholder has decided to sell, till completing the total amount that
equals the maximum amount of shares offered to purchase. For these
purposes, the final number of shares that Duke International or the
Affiliate will purchase from each offering shareholder shall be
calculated by multiplying the number of shares which were offered to
sell to Duke International by each shareholder by a prorate factor (the
"Prorate Factor") that will be obtained by dividing the total number of
shares offered to purchase by the number of shares offered to sell
pursuant to the terms of this notice. The purchase shall be made only
for the whole number of shares that results from the prior formula,
adjusting it downwards if the fraction is smaller than 0.50 and upwards
if the fraction is equal to or higher than 0.50. In the event that
applying the Prorate Factor, the total number of shares to purchase is
not consistent with the number of assigned shares, the final figure
shall be adjusted by adding or substracting the difference to the
shareholder who has made the biggest sales offer. Duke International
shall inform of the Prorate Factor that shall be applied, on the same
date of the Auction, no later than 13:00 hours through the terminal
network of the Stock Exchange, and later, through the publication in the
"La Segunda" newspaper of the same date.

6. Duke International, or the Affiliate, shall not purchase those shares
that are offered in terms and conditions different to those indicated in
this announcement. In the event of shares that are not purchased by Duke
International, or the Affiliate, because they have not met the
requirements and conditions contemplated in the present offer
announcement or because the Auction has not taken place as contemplated
in this announcement, there will arise no right, indemnity, payment or
reimbursement in favor of the shareholders who have made sales offers,
neither will there arise any obligation or liability against Duke, Duke
International, the Affiliate, Banchile Corredores de Bolsa S.A., their
respective its attorneys-in-fact, advisors or officers.

In the event the Auction is suspended by a Court or administrative
order, Banchile Corredores de Bolsa S.A. shall return the shares it has
received to this effect, either from a stock broker or from persons
[Note to Draft: "person" includes individuals and legal entities] who
may have delivered them directly to Banchile Corredores de Bolsa S.A.,
within 7 working days following the date of suspension of the Auction.

<PAGE>

7. The shares offered for sale must be registered in the name of the
selling shareholder, totally paid to Endesa, free of liens,
prohibitions, attachments, litigation, court orders, suspensive or
resolutory conditions, and in general, of any circumstance that may
limit their free assignment or transferability. Additionally, the shares
that are not duly registered in the name of Banchile Corredores de Bolsa
S.A. at 18 hours of the stock exchange working day that is prior to the
date of the Auction, excluding the sellers mentioned in number 14
hereinbelow, will not be considered in any way for purposes of the
Auction.

8. For purposes of the purchase of the Shares, Duke International shall
act through Banchile Corredores de Bolsa S.A.("Banchile"). The
shareholders, on their part, may offer their shares for sale through any
stock broker. Each stock broker shall accumulate the sales order from
its clients to their own, and shall issue a sales order to Banchile for
the total of the pertinent shares. It will be the exclusive
responsibility of each stock broker to verify the existence and accuracy
of the documents mentioned in N(0)10 and 11 hereinbelow.

9. The stock brokers shall receive orders of sale until 12:00 hours of
the fifth stock exchange working day prior to the date of the Auction.
Banchile shall register all sales orders received from different
shareholders for the Auction, either directly or through other stock
brokers, provided they have met the requirements and terms included in
this announcement.

10. The individuals who are shareholders who wish to offer for sale their
shares will: (i) sign the sales order for all of the shares offered for
sale; (ii) deliver

<PAGE>

to the Stock Exchange broker the stock certificate(s); (iii) present
their identity card and deliver a photocopy of same, signed by the
offeror, which will stay in the hands of the Stock Exchange broker; (iv)
in the event that he acts through a power of attorney granted to a third
party, he shall also show and deliver to the Stock Exchange broker a
copy of the power of attorney with sufficient powers granted before or
authorized by a Notary Public; (v) show and deliver all those additional
documents that may be required to prove the legal capability of the
offeror to transfer the shares; (vi) deliver, duly signed, the pertinent
share transfer, in which the shareholder shall appear as seller and the
Stock Exchange broker as buyer; and (vii) fill in the Client Form
pursuant to the regulations issued by the Superintendency of Securities
and Insurance ("SVS").

11. The shareholders who are legal entities who wish to offer their
shares for sale shall: (i) execute the sales order for all the shares
offered for sale; (ii) deliver to the Stock Exchange broker the share
certificate(s); (iii) present the identity card of the legal
representative and deliver a photocopy of same, signed by the offeror,
which will stay in the hands of the Stock Exchange broker; (iv) present
and deliver to the Stock Exchange broker a copy of the legal documents
pertaining to such legal entity and a copy of the power of attorney with
sufficient powers granted before or authorized by a Notary Public; (v)
show and deliver all those additional documents that may be required to
prove the legal capability of the offeror to transfer the shares; (vi)
deliver, duly signed, the pertinent share transfer, in which the
shareholder shall appear as seller and the Stock Exchange broker as
buyer; and (vii) fill in the Client Form pursuant to the regulations
issued by the SVS.

12. The stock brokers shall deliver their sales order to Banchile no
later than 18:00 hours of the fifth stock exchange working day prior to
the date of the Auction, as follows: (i) execute only one sales order
for all of the shares it owns and those of others; (ii) deliver to
Banchile the share certificate(s) of all of the shares included in the
sales order; (iii) present the identity card of its legal representative
and deliver a photocopy of same, signed by the offeror,

<PAGE>

which will stay in the hands of Banchile; (iv) present and deliver to
Banchile a copy of the power of attorney; and (v) deliver, duly signed,
the pertinent share transfer, in which the Stock Exchange broker shall
appear as seller and Banchile as buyer.

13. The sales offer, which shall quote the terms of the sale, shall
include, at least, the following special items: (i) that the minimum
sales price is of $ 250 per share; (ii) that it is irrevocable as of 18
hours of the second stock exchange working day prior to the Auction;
(iii) that he accepts the system of purchase by a Prorate Factor; (iv)
that he empowers Banchile to publish the notice required by stock
exchange regulations; (v) that he authorizes the Stock Exchange broker
to accumulate his sales order with other sales orders in one or more
divisible or indivisible lots; (vi) that he authorizes Banchile to
complete the information regarding the transfer of shares as required by
N(0)15; (vii) that he accepts all the terms and conditions of the offer
included in the present announcement; and (viii) that the shareholder is
a Chilean person [Note to Draft: the term in Spanish covers individuals
as well as legal entities]. A copy of the form shall remain in the hands
of the selling shareholder, as evidence of the commercial terms in which
the sales order has been granted.

14. The Pension Funds, Mutual Funds and other institutional investors
which are required by law to have their investments in their name until
their sale, who may decide to participate in the present stock offer, in
connection with the sales of shares, shall be governed by the regulatory
proceedings required by applicable law.

15. In the event that the shares offered for sale exceed the maximum
amount of shares offered to purchase, and consequently the Prorate
Factor applies, the excess shares that will not be purchased shall be
duly returned to the Stock Exchange broker or to the persons who may
have offered them directly to Banchile, within the 7 working days
following the Auction.

16. The offer in Auction is conditioned to the receipt of sales offers
in Chile, that are outstanding on the

<PAGE>

date of the Auction, of a stock interest of at least 3,680,947,436
shares, representing 44.88% of the subscribed and paid share capital of
Endesa and to the receipt of sales offers through the "Tender Offer" in
the United States of America of at least 501,947,400 shares, including
those purchased in the form of ADSs, representing 6.12% of the
subscribed and paid capital of Endesa. Nevertheless, the aforementioned
condition may be waived by Duke International, at its sole discretion,
including within its rights the possibility of considering or not, the
excess shares offered for sale in one market to complete the deficit of
shares offered for sale in another.

Additionally the Auction may not take place if, in the exclusive opinion
of Duke International, any of the following has occurred or is expected
to take place:

(a) That an action or procedure by any authority or national or
international court has been presented, in order to: (i) suspend,
delay or prohibit the Auction or the "Tender Offer" or any of the
conditions of same; (ii) restrict or prohibit the exercise of any of
the rights that Duke International may contractually be entitled to
or that may correspond to any of its affiliates over any relevant
business or asset of Endesa or its affiliates, or that may obligate
Duke International or any of its affiliates or Endesa or any of its
affiliates to transfer or dispose of any relevant business or assets
of Endesa or its affiliates.

(b) (i) any change or relevant circumstance that may have a material
adverse effect on the business, assets, financial situation or net
worth of Endesa and its affiliates, or the value of the shares of
Endesa; or (ii) the suspension of the exchange of Endesa shares; and

(c) Any amendment to the bylaws of Endesa or its affiliates, with the
exception of the amendment mentioned in N(0)4 of this notice, or if
there were an agreement to distribute dividends after February 18,
1999.

<PAGE>

The aforementioned conditions are for the exclusive benefit of Duke
International and may be waived at its sole discretion.

It will also be a condition for the Auction taking place, the approval
pursuant to Decree Law 600 for Duke International making a capital
contribution in dollars of the United States of America for the
equivalent necessary to make payment of all the shares offered to
purchase in Chile. As well as in the prior cases, this condition may be
waived in whole or in part by Duke International, at its exclusive
discretion.

Finally, it shall be a condition for the Auction taking place that there
be no competitive offers. Nevertheless, Duke International reserves the
right for the event in which they may be competing offers to waive such
condition and increase the offered price, all at its exclusive
judgement.

17. The Stock Exchange brokers should proceed with the forms of transfer
of shares only after the 5th working day prior to the Extraordinary
General Shareholders Meeting of Endesa mentioned in N(0) 4 of this
announcement, so that the shareholders may exercise their right to vote
in said meeting.

Banchile as a member of the Stock Exchange, shall request the
registration in Endesa of the forms of transfer of shares which were
sold to Duke International or the Affiliate, two stock exchange working
days as of the Auction.

18. Jointly with the present offer of purchase of shares, Duke
International shall carry out in the Unites States of America, a process
which purpose shall be to purchase shares and ADSs of Endesa which are
owned by shareholders that are not Chilean, through a "Tender Offer" in
such country. The conditions and characteristics of said offer are
included in the document called 14D-1, which has been registered with
the Securities and Exchange Commission of the United States of America.
A copy of the prospectus shall be translated into Spanish and delivered
to the Superintendency of Securities and Insurance, to the Stock
Exchange and a copy of both documents shall be

<PAGE>

available to investors in the offices of Banchile, on or before March 4,
1999.

The price that Duke International shall pay the Chilean shareholders
shall be the same that it will pay to non Chilean shareholders.

19. In the event that there is a change in the number of Endesa shares,
like for example in the case of an exchange of shares or the
subscription of new shares and considering that the purchase offer in an
Auction of Endesa shares has been made on the basis of the number of
subscribed and paid shares that Endesa has at the date of such Offer,
Duke International reserves the right of not carrying out the Auction or
of amending the Offer considering the number of subscribed and paid
shares of Endesa which enables it to achieve the purpose that is
pursued.

20. The present announcement constitutes the purchase offer in Auction
of Endesa shares, and therefore its terms wil prevail in the event of
any inconsistency with those included in the take of control notice
mentioned at the beginning.

More information can be requested at the offices of Banchile, located at
Agustinas 975, 2nd floor, Santiago, or else by calling phone 661-2200.

DUKE ENERGY INTERNATIONAL, L.L.C.

<PAGE>

<PAGE>
EXHIBIT (b)(3)
February 24, 1999

Duke Capital Corporation
422 South Church Street
Charlotte, NC 28202-1904
Attention: David L. Hauser,
Vice President & Treasurer

Re: $1 Billion Term Loan Facility

Ladies and Gentlemen:

NationsBank, N.A. ("NationsBank") is pleased to offer its commitment to lend all
of a $1,000,000,000 Term Loan Facility (the "Facility") to Duke Capital
Corporation, a Delaware corporation (the "Borrower"), upon and subject to the
terms and conditions of this letter and the Summary of Terms and Conditions
attached hereto (the "Summary of Terms"). The Facility would have a maturity
date of 90 days after closing (the "Maturity Date"), which the Borrower will
have the right to extend for up to three successive periods of 90 days each, by
giving the notice and paying the fees (and meeting the other conditions)
provided in the Summary of Terms.

NationsBank reserves the right to syndicate the Facility to other financial
institutions (the "Lenders") and to serve as the sole and exclusive
administrative agent (in such capacity, the "Administrative Agent") for the
Facility, in the event that the Maturity Date is extended by the Borrower for an
additional 90 days. In addition, if the Facility is syndicated, NationsBanc
Montgomery Securities LLC ("NMS") is pleased to advise you of its willingness,
as sole and exclusive Lead Arranger and Book Manager for the Facility, to form a
syndicate of Lenders reasonably acceptable to you for the Facility.

NationsBank will act as sole and exclusive Administrative Agent for the Facility
and NMS will act as sole and exclusive Lead Arranger and Book Manager for the
Facility. No additional agents, co-agents or arrangers will be appointed and no
other titles will be awarded without our prior written approval.

If NationsBank decides to syndicate and NMS commences syndication efforts, you
agree to actively assist NMS in achieving a syndication of the Facility that is
satisfactory to it. Such assistance shall include (a) your providing and causing
your advisors to provide us and the other Lenders upon request with all
information reasonably deemed necessary by us to complete syndication; (b)
assistance in the preparation of an Offering Memorandum to be used in connection
with the syndication; (c) your using commercially reasonable efforts to ensure
that the syndication efforts benefit materially from your existing lending
relationships; and (d) otherwise assisting us in our syndication efforts,
including by making senior management and advisors of the Borrower and its
subsidiaries available from time to time to attend and make presentations
regarding the business and prospects of the Borrower and its subsidiaries, as
appropriate, at one or more meetings of prospective Lenders.

<PAGE>

It is understood and agreed that NationsBank and NMS, after consultation with
you, will manage and control all aspects of the syndication, including decisions
as to the selection of proposed Lenders and any titles offered to proposed
Lenders, when commitments will be accepted and the final allocations of the
commitments among the Lenders. It is understood that no Lender participating in
the Facility will receive compensation from you in order to obtain its
commitment, except on the terms contained herein and in the Summary of Terms.

The commitment of NationsBank hereunder and the agreement of NMS to provide the
services described herein are subject to the agreement in the preceding
paragraph and the satisfaction of each of the following conditions precedent in
a manner acceptable to us in our sole discretion: (a) each of the terms and
conditions set forth herein and in the Summary of Terms; (b) the completion of
all due diligence with respect to the Borrower and its subsidiaries in scope and
determination satisfactory to us in our sole discretion; (c) our satisfaction
that prior to and during the syndication of the Facility there shall be no
competing offering, placement or arrangement of any debt securities or bank
financing by or on behalf of the Borrower; (d) the negotiation, execution and
delivery of definitive documentation for the Facility consistent with the
Summary of Terms and otherwise satisfactory to us; (e) since the date hereof, no
material adverse change in or material disruption of conditions in the
financial, banking or capital markets which we, in our sole discretion, deem
material in connection with the syndication of the Facility shall have occurred
and be continuing; (f) no change, occurrence or development that could, in our
opinion, have a material adverse effect on the business, assets, liabilities
(actual or contingent), operations, condition (financial or otherwise) or
prospects of the Borrower and its subsidiaries taken as a whole shall have
occurred or become known to us; and (g) our not becoming aware after the date
hereof of any information or other matter which in our judgment is inconsistent
in a material and adverse manner with any information or other matter disclosed
to us prior to the date hereof (in which case we may, in our sole discretion,
suggest alternative financing amounts or structures that ensure adequate
protection for the Lenders or terminate this letter and any commitment or
undertaking hereunder).

You hereby represent, warrant and covenant that (a) all information, other than
Projections (defined below), which has been or is hereafter made available to us
or the Lenders by you or any of your representatives in connection with the
transactions contemplated hereby (the "Information") is and will be complete and
correct in all material respects and does not and will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements contained therein not misleading, and (b) all financial
projections concerning the Borrower and its subsidiaries that have been or are
hereafter made available to us or the Lenders by you or any of your
representatives (the "Projections") have been or will be prepared in good faith
based upon assumptions you believe to be reasonable. You agree to furnish us
with such Information and Projections as we may reasonably request and to
supplement the Information and the Projections from time to time until the
closing date for the Facility so that the representation, warranty and covenant
in the preceding sentence is correct on such closing date. You understand that
in arranging and syndicating the Facility, NationsBank and NMS will be using and
relying on the Information and the Projections without independent verification
thereof.

By acceptance of this offer, the Borrower agrees to pay all reasonable
out-of-pocket fees and expenses (including reasonable attorneys' fees and
expenses, the allocated cost of internal counsel and due diligence expenses)
incurred before or after the date hereof by us in connection with the Facility
and the syndication thereof.

You agree to indemnify and hold harmless NationsBank, NMS, each Lender and each
of their affiliates and their directors, officers, employees, advisors and
agents (each, an "Indemnified Party") from and

<PAGE>

against (and will reimburse each Indemnified Party as the same are incurred) any
and all losses, claims, damages, liabilities, and expenses (including, without
limitation, the reasonable fees and expenses of counsel and the allocated cost
of internal counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
any matters contemplated by this letter, any related transaction, the Facility
or any use made or proposed to be made with the proceeds thereof, unless and
only to the extent that, as to any Indemnified Party, it shall be determined in
a final, nonappealable judgment by a court of competent jurisdiction that such
losses, claims, damages, liabilities or expenses resulted primarily from the
gross negligence or willful misconduct of such Indemnified Party. You agree that
no Indemnified Party shall have any liability for any indirect or consequential
damages in connection with its activities related to the Facility.

The terms of this letter, the Summary of Terms and the fee letter among you and
us (the "Fee Letter") are confidential and, except for disclosure on a
confidential basis to your accountants, attorneys and other professional
advisors retained by you in connection with the Facility or as may be required
by law, may not be disclosed in whole or in part to any other person or entity
without our prior written consent.

The provisions of the immediately preceding three paragraphs shall remain in
full force and effect regardless of whether any definitive documentation for the
Facility shall be executed and notwithstanding the termination of this letter or
any commitment or undertaking hereunder.

This letter and the Fee Letter shall be governed by laws of the State of North
Carolina. This letter, together with the Summary of Terms and the Fee Letter,
are the only agreements that have been entered into among us with respect to the
Facility and set forth the entire understanding of the parties with respect
thereto. This letter may be modified or amended only by the written agreement of
all of us. This letter is not assignable by the Borrower without our prior
written consent and is intended to be solely for the benefit of the parties
hereto and the Indemnified Parties.

This offer will expire at 5:00 p.m. Charlotte time on March 8, 1999 unless you
execute this letter and the Fee Letter and return them to us prior to that time
(which may be by facsimile transmission), whereupon this letter and the Fee
Letter (each of which may be signed in one or more counterparts) shall become
binding agreements. Thereafter, this undertaking and commitment will expire on
April 1, 1999, unless definitive documentation for the Facility is executed and
delivered prior to such date.

We are pleased to have the opportunity to work with you in connection with this
important financing.

Very truly yours,

NATIONSBANK, N.A.

By: /s/
-----------------------
Gretchen P. Burud
Vice President

<PAGE>

NATIONSBANC MONTGOMERY SECURITIES LLC

By: /s/
----------------------
Cynthia A. Grim
Managing Director

Accepted and Agreed to

as of 24 February , 1999:
--- ------
DUKE CAPITAL CORPORATION

By: /s/
-----------------------
Title:

<PAGE>

SUMMARY OF TERMS AND CONDITIONS
DUKE CAPITAL CORPORATION
$1 BILLION TERM LOAN FACILITY

BORROWER: Duke Capital Corporation, a Delaware corporation (the
"Borrower").

ADMINISTRATIVE AGENT: NationsBank, N.A. (the "Administrative Agent" or
"NationsBank") will act as sole and exclusive
administrative agent.

LEAD ARRANGER
AND BOOK MANAGER: NationsBanc Montgomery Securities LLC
("NMS").

LENDERS: A syndicate of financial institutions (including
NationsBank) to be arranged by NMS, in the event the
Facility is syndicated by NationsBank, which institutions
shall be acceptable to the Borrower and the Administrative
Agent (collectively, the "Lenders").

FACILITY: Term Loan Facility: $1 billion senior term loan facility
(the "Facility"). The loans under the Facility (the "Loans")
will be available for borrowing at any time after Closing
and prior to the Maturity Date.

PURPOSE: The proceeds of the Facility shall be used for working
capital, capital expenditures, and other lawful corporate
purposes.

CLOSING: The execution of definitive loan documentation, to occur on
or before April 1, 1999 ("Closing").

INTEREST RATES: As set forth in Addendum I.

MATURITY: The Loans will mature on the date which is 90 days after the
Closing (the "Maturity Date"). If no event of default or
incipient default has occurred and is continuing, the
Borrower will have the right upon 15 days' prior written
notice to the Agent, to extend the Maturity Date for another
period of 90 days, and will have this right for up to three
(3) successive extensions, provided, further, that: (i) the
-------- Maturity Date shall not, after all such extensions,
be later than 360 days after Closing; and (ii) on the date
each such 90-day extension becomes effective, the Borrower
shall pay to NationsBank for its own account the additional
fee as provided and agreed in the Fee Letter.

OPTIONAL PREPAYMENTS
AND COMMITMENT
REDUCTIONS: The Borrower may prepay the Facility in whole or in part at
any time without penalty, subject to reimbursement of the
Lenders' breakage and redeployment costs in the case of
prepayment of LIBOR borrowings. The unutilized portion of
any commitment under the Facility may be irrevocably
canceled in whole or in part.

<PAGE>

CONDITIONS PRECEDENT
TO CLOSING: The Closing (and the initial funding) of the Facility will
be subject to satisfaction of the conditions precedent
deemed appropriate by the Administrative Agent and the
Lenders including, but not limited to, the following:

(i) The negotiation, execution and delivery of
definitive documentation (including, without
limitation, satisfactory legal opinions and other
customary closing documents) for the Facility
satisfactory to NMS, the Administrative Agent and
the Lenders.

(ii) There shall not have occurred a material adverse
change since December 31, 1998 in the business,
assets, liabilities (actual or contingent),
operations, condition (financial or otherwise) or
prospects of the Borrower and its subsidiaries
taken as a whole or in the facts and information
regarding such entities as represented to date.

(iii) Receipt and review, with results satisfactory to
the Administrative Agent and the Lenders, of
information confirming that (a) the Borrower and
its subsidiaries are taking all necessary and
appropriate steps to ascertain the extent of, and
to quantify and successfully address, business and
financial risks facing the Borrower and its
subsidiaries as a result of what is commonly
referred to as the "Year 2000 problem" (i.e., the
inability of certain computer applications to
recognize correctly and perform date-sensitive
functions involving certain dates prior to and
after December 31, 1999), including risks
resulting from the failure of key vendors and
customers of the Borrower and its subsidiaries to
successfully address the Year 2000 problem, and
(b) the Borrower's and its subsidiaries' material
computer applications and those of its key vendors
and customers will, on a timely basis, adequately
address the Year 2000 problem in all material
respects.

CONDITIONS PRECEDENT
TO ALL LOANS: Usual and customary for transactions of this type, to
include without limitation: (i) all representations and
warranties are true and correct as of the date of each loan,
and (ii) no event of default under the Facility or incipient
default has occurred and is continuing, or would result from
such loan.

REPRESENTATIONS AND
WARRANTIES: Substantially the same as those in the $600,000,000 364-Day
Credit Agreement dated as of August 24, 1998, between the
Borrower, the Banks listed therein, and The Chase Manhattan
Bank as the administrative agent (the "Existing ----------
Facility"). --------

COVENANTS: Substantially the same as those in the Existing Facility,
with the addition of a Year 2000 covenant.

Financial covenants to be substantially the same as those in
the Existing Facility.

EVENTS OF DEFAULT: Substantially the same as those in the Existing Facility.

<PAGE>

ASSIGNMENTS AND
PARTICIPATIONS: Substantially the same as in the Existing Facility, with the
proviso that assignments by a Lender to one of its
Affiliates or to another Lender shall not require any
consent.

WAIVERS AND
AMENDMENTS: Amendments and waivers of the provisions of the loan
agreement and other definitive credit documentation will
require the approval of Lenders holding loans and
commitments representing more than 51% of the aggregate
amount of the Loans and commitments under the Facility,
except that the consent of all the Lenders affected thereby
shall be required with respect to (i) increases in the
commitment of such Lenders, (ii) reductions of principal,
interest or fees, (iii) extensions of scheduled maturities
or times for payment, and (iv) changes in the percentage of
commitments or Loan amounts, or number of Lenders, required
for the Lenders to take any action under the Credit
Agreement.

INDEMNIFICATION: The Borrower shall indemnify the Administrative Agent, NMS
and the Lenders and their respective affiliates from and
against all losses, liabilities, claims, damages or expenses
arising out of or relating to the Facility, the Borrower's
use of loan proceeds or the commitments, including, but not
limited to, reasonable attorneys' fees (including the
allocated cost of internal counsel) and settlement costs.
This indemnification shall survive and continue for the
benefit of the indemnitees at all times after the Borrower's
acceptance of the Lenders' commitments for the Facility,
notwithstanding any failure of the Facility to close.

GOVERNING LAW: North Carolina.

FEES/EXPENSES: As set forth in Addendum I.

OTHER: This Summary of Terms is intended as an outline of certain
of the material terms of the Facility and does not purport
to summarize all of the conditions, covenants,
representations, warranties and other provisions which would
be contained in definitive documentation for the Facility
contemplated hereby. The Borrower and the Guarantors shall
each waive its right to a trial by jury.

<PAGE>

ADDENDUM I
FEES AND EXPENSES

FEES: As provided in the Fee Letter between the Borrower and
NationsBank and described above under the "Maturity"
Section.

INTEREST RATES: At the Borrower's option, any Loan under the Facility that
is made to it will bear interest at a rate equal to one of
the following indexes plus any indicated Margin: (i) LIBOR
plus a Margin of 30 basis points, or (ii) the Alternate Base
Rate (to be defined as the higher of (a) the NationsBank
prime rate and (b) the Federal Funds rate plus .50%);
provided, -------- in each case that if during any
extensions of the Maturity Date, any breakage costs, charges
or fees are incurred on account of the syndication of the
Facility, the Borrower shall immediately reimburse the
Administrative Agent for any such costs, charges or fees.
Such right of reimbursement shall be in addition to and not
in limitation of customary cost and yield protections.

The Borrower may select interest periods of 1, 2, or 3
months for LIBOR Loans. Interest shall be payable at the end
of the selected interest period, but no less frequently than
quarterly.

A default rate shall apply on all Loans in the event of
default under the Facility at a rate per annum of 2% above
the applicable interest rate.

CALCULATION OF
INTEREST AND FEES: Other than calculations in respect of interest at the
Alternate Base Rate (which shall be made on the basis of
actual number of days elapsed in a 365/366 day year), all
calculations of interest and fees shall be made on the basis
of actual number of days elapsed in a 360 day year.

COST AND YIELD
PROTECTION: Customary for transactions and facilities of this type,
including, without limitation, in respect of breakage or
redeployment costs incurred in connection with prepayments,
changes in capital adequacy and capital requirements or
their interpretation, illegality, unavailability, reserves
without proration or offset and payments free and clear of
withholding or other taxes.

EXPENSES: The Borrower will pay all reasonable costs and expenses
associated with the preparation, due diligence,
administration, syndication and enforcement of all
documentation executed in connection with the Facility,
including without limitation, the legal fees of counsel to
the Administrative Agent and NMS (including the allocated
cost of internal counsel), regardless of whether or not the
Facility is closed. The Borrower will also pay the expenses
of each Lender in connection with the enforcement of any
loan documentation for the Facility.

<PAGE>

<PAGE>
EXHIBIT (f)(1)

ENDESA-CHILE PROJECT
STRATEGIC RATIONALE [DUKE ENERGY LOGO]
- --------------------------------------------------------------------------------

[ ] Single best opportunity for Duke Energy growth of EBIT, EPS and
strategic platform in Latin America

[ ] Controlling interest of a going concern entity in a traditionally
non-competitive environment at essentially asset value

[ ] Analysis of available information over longer period of time than
competition

[ ] Ability to leverage skill sets of both Duke Energy and Endesa-Chile
to position Duke Energy as the first truly regional power generation
and energy trading and marketing company

ENDESA-CHILE PROJECT
ASSET DESCRIPTION [DUKE ENERGY LOGO]
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C>
* DUKE ASSETS

* ENDESA-CHILE ENDESA-CHILE
ASSETS
[ ] ARGENTINA: Costanera 1,140
DUKE ENERGY MW (thermal), CBA 320 MW
(thermal), El Chocon 1,320 MW
[ ] ARGENTINA: Piedra del Aguila (hydro)
1,400 MW
[ ] BRAZIL: Cachoeira Dourada 658
[ ] CHILE: Nueva Renca 370 MW [MAP] MW (hydro), Argentina-Brazil
Elec. Trans. (2,000MW)
[ ] ECUADOR: Electroquil 168 MW
[ ] CHILE: 3,000 MW (2,674 hydro,
[ ] PERU: Blocks 85, 40, 41(E&P), 326 Thermal), 560 mi Argentina
Aguaytia (125 mi. Gas Trans. -Chile Gas Trans. Line (Atacama)
and 245 mi. Elec. Trans. and
155MW) [ ] COLOMBIA: Betania 540 MW
(Hydro/Thermal), Emgesa 2,458
MW (Hydro)

[ ] PERU: Edegal 809 MW
(five hydro, one thermal)

</TABLE>

<PAGE>

<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYOR. -- Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the payor.

<TABLE>
<CAPTION>
For this type of account: Give the SOCIAL SECURITY
number of --
<S> <C>
1. An individual's account The individual

2. Two or more individuals (joint The actual owner of the
account) account or, if combined
funds, the first
individual on the
account(1)

3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person(1)

4. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)

5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the
minor(1)

6. Account in the name of The ward, minor, or
guardian or committee for a incompetent person(3)
designated ward, minor, or
incompetent person

7. a. The usual revocable The grantor-trustee(1)
savings trust account
(grantor is also trustee)

b. So-called trust account The actual owner(1)
that is not a legal or
valid trust under State law

8. Sole proprietorship account The owner(4)

<CAPTION>
For this type of account: Give the
EMPLOYER
IDENTIFICATION
number of--
<S> <C>

9. A valid trust, estate, or The legal entity (Do not
pension trust furnish the identifying
number of the personal
representative or
trustee unless the legal
entity itself is not
designated in the
account title.)(5)

10. Corporate account The corporation

11. Religious, charitable, or The organization
educational organization
account

12. Partnership account held in The partnership
the name of the business

13. Association, club or other The organization
tax-exempt organization

14. A broker or registered The broker or nominee
nominee

15. Account with the Department The public entity
of Agriculture in the name of
a public entity (such as a
state or local government,
school district, or prison)
that receives agricultural
program payments
</TABLE>

(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner.
(5) List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

<PAGE>

<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
A corporation.
A financial institution.
An organization exempt from tax under section 501(a), an individual
retirement plan or a custodial account under Section 403(b)(7).
The United States or any agency or instrumentality thereof.
A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
An international organization or any agency or instrumentality thereof.
A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
A real estate investment trust.
A common trust fund operated by a bank under section 584(a).
An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
An entity registered at all times under the Investment Company Act of 1940.
A foreign central bank of issue.

PAYMENTS NOT GENERALLY SUBJECT TO BACKUP WITHHOLDING
Payment of dividends and patronage dividends not generally subject to backup
withholding include the following:
Payments to nonresident aliens subject to withholding under section 1441.
Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
Payments of patronage dividends where the amount renewed is not paid in
money.
Payments made by certain foreign organizations.
Payments made to a nominee.
Payments of interest not generally subject to backup withholding include the
following:
Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payor's trade or business and you have not provided your
correct taxpayer identification number to the payor.
Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
Payments described in section 6049(b)(5) to non-resident aliens.
Payments on tax-free covenant bonds under section 1451.
Payments made by certain foreign organizations.
Payments made to a nominee.

EXEMPT PAYEE DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE 'EXEMPT' ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYOR. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

Certain payments, other than interest, dividends and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 604lA(a),
6045 and 6050A.

PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payors
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payors must be given the numbers whether or not recipients are
required to file tax returns. Payors must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payor. Certain penalties may also apply.

PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payor, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDER. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.