DUKE ENERGY CORP, SC 14D1/A, 1999-04-19

DUKE ENERGY CORP
SC 14D1/A, 1999-04-19
ELECTRIC SERVICES

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________________________________________________________________________________
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
AMENDMENT NO. 22
----------------------
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
(NAME OF SUBJECT COMPANY)

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

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<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

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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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<S> <C>
$346,055,666 $69,211.13
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* For purposes of calculating the amount of the filing fee only. The
calculation assumes the purchase of 602,828,970 shares of common stock, no
par value (the 'Shares'), at a price per Share of 275 Chilean pesos in cash
translated into U.S. dollars at an exchange rate of Ch$479.05 per U.S.
dollar, which was the Observed Exchange Rate (as defined in the U.S. Offer to
Purchase) on April 15, 1999.

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

[x] 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.

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<S> <C> <C> <C>
Amount Previously Paid: 50,611.78 Filing Party: Duke Energy International, L.L.C.
Duke Energy Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: February 25, 1999
</TABLE>

(Continued on following pages)
(Page 1 of 74 Pages)

________________________________________________________________________________

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<TABLE>
<C> <S> <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
0
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) N/A
CERTAIN SHARES [ ]
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) N/A
10 TYPE OF REPORTING PERSON OO
</TABLE>

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<TABLE>
<C> <S> <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
0
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

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</TABLE>
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<C> <S> <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
0
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>

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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
0
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>

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<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
0
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>

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<C> <S> <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
0
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>

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Duke Energy Corporation ('DUKE') and its wholly-owned, indirect subsidiary,
Duke Energy International, L.L.C. (the 'PURCHASER'), hereby amend and supplement
as set forth herein their Tender Offer Statement on Schedule 14D-1 ('SCHEDULE
14D-1'), originally filed on February 25, 1999, as amended by Amendments 1-21
thereto, relating to the original offer by the Purchaser to purchase for cash up
to 501,947,400 shares of Common Stock, no par value (the 'SHARES'), of Empresa
Nacional de Electricidad S.A. (the 'COMPANY'), a publicly traded stock
corporation (sociedad anonima abierta) incorporated under the laws of the
Republic of Chile, including Shares represented by American Depositary Shares,
each representing 30 Shares and evidenced by American Depositary Receipts.

The Purchaser has amended and supplemented the U.S. Offer to Purchase,
dated February 25, 1999, and is now offering to purchase up to 602,828,970
Shares, at a price of Chilean pesos 275 per Share, net to the seller in cash and
without interest thereon, and at a price of Chilean pesos 8,250 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, as amended and
supplemented by the Supplement, dated April 19, 1999 (the 'SUPPLEMENT'), and the
related revised Form of Acceptance, the revised ADS Letter of Transmittal and
the revised ADS Notice of Guaranteed Delivery (which, together with the U.S.
Offer to Purchase and the Supplement, collectively constitute the 'U.S. OFFER').
A copy of the Supplement is attached hereto as Exhibit (a)(58) and is
incorporated herein by reference.

ITEM 1. SECURITY AND SUBJECT COMPANY

Item 1(b) is hereby amended and supplemented by reference to the
information set forth on the cover page, the Introduction and Section 1 of the
Supplement, which information, Introduction and Section 1 are incorporated
herein by reference.

Item 1(c) is hereby amended and supplemented by reference to the
information set forth in Section 3 of the Supplement, which Section 3 is
incorporated herein by reference.

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

Item 3(a)-(b) is hereby amended and supplemented by reference to Section 5
of the Supplement, which Section 5 are incorporated herein by reference.

ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 4(a)-(b) is hereby amended and supplemented by reference to Section 4
of the Supplement, which Section 4 is incorporated herein by reference.

ITEM 5. PURPOSE OF THE TENDER U.S. OFFER AND PLANS OR PROPOSAL OF THE BIDDER

Item 5(a)-(e) is hereby amended and supplemented by reference to Section 6
of the Supplement, which Section 6 is incorporated herein by reference.

ITEM 8. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED

Item 8 is hereby amended and supplemented by reference to Section 9 of the
Supplement, which Section 9 is incorporated herein by reference.

ITEM 10. ADDITIONAL INFORMATION

Item 10(c) and Item 10(e) are hereby amended and supplemented by reference
to Section 8 of the Supplement, which Section 8 is incorporated herein by
reference.

Item 10(f) is hereby amended and supplemented by reference to Section 7 of
the Supplement, which Section 7 is incorporated herein by reference.

The information set forth in the Supplement, the revised Form of
Acceptance, the revised ADS Letter of Transmittal, and the revised ADS Notice of
Guaranteed Delivery, copies of which are attached as Exhibits (a)(58), (a)(59),
(a)(60) and (a)(66), respectively, is incorporated herein by reference.

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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS

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EXHIBIT NUMBER DESCRIPTION
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<S> <C>
Exhibit (a)(55) English translation of a notice published by Duke in La Segunda on April 15, 1999 (corrected
version).
Exhibit (a)(58) The Supplement to the U.S. Offer to Purchase dated April 19, 1999.
Exhibit (a)(59) Revised Form of Acceptance for Shares.
Exhibit (a)(60) Revised Letter of Transmittal with respect to the ADSs (including Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9).
Exhibit (a)(61) Certificate of Foreign Status on Substitute Form W-8.
Exhibit (a)(62) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees for ADSs.
Exhibit (a)(63) Revised Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees for ADSs.
Exhibit (a)(64) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees for Shares.
Exhibit (a)(65) Revised Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees for Shares.
Exhibit (a)(66) Revised Notice of Guaranteed Delivery
Exhibit (a)(67) English language translation of an advertisement published by Purchaser in Chilean newspaper
on April 16, 1999.
Exhibit (a)(68) Spreadsheets showing comparisons of prices of Duke offer and Enersis offer made available at
a press conference held by Duke in Santiago, Chile on April 16, 1999.
Exhibit (a)(69) Press release issued by Duke on April 17, 1999.
Exhibit (a)(70) English language translation of an advertisement published by Duke in Chilean press on
April 17, 1999.
Exhibit (a)(71) English language translation of a text of a television and radio advertisement run by Duke
in Chile on April 17, 1999.
</TABLE>

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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: April 19, 1999

DUKE ENERGY INTERNATIONAL, L.L.C.

By: 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: BRUCE A. WILLIAMSON
...................................
Name: Bruce A. Williamson
Title: Authorized person

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EXHIBIT INDEX
DESCRIPTION

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<CAPTION>
EXHIBIT NUMBER DESCRIPTION
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<S> <C>
Exhibit (a)(55) English translation of a notice published by Duke in La Segunda on April 15, 1999 (corrected
version).
Exhibit (a)(58) The Supplement to the U.S. Offer to Purchase dated April 19, 1999.
Exhibit (a)(59) Revised Form of Acceptance for Shares.
Exhibit (a)(60) Revised Letter of Transmittal with respect to the ADSs (including Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9).
Exhibit (a)(61) Certificate of Foreign Status on Substitute Form W-8.
Exhibit (a)(62) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees for ADSs.
Exhibit (a)(63) Revised Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees for ADSs.
Exhibit (a)(64) Revised Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees for Shares.
Exhibit (a)(65) Revised Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees for Shares.
Exhibit (a)(66) Revised Notice of Guaranteed Delivery
Exhibit (a)(67) English language translation of an advertisement published by Purchaser in Chilean newspaper
on April 16, 1999.
Exhibit (a)(68) Spreadsheets showing comparisons of prices of Duke offer and Enersis offer made available at a
press conference held by Duke in Santiago, Chile on April 16, 1999.
Exhibit (a)(69) Press release issued by Duke on April 17, 1999.
Exhibit (a)(70) English language translation of an advertisement published by Duke in Chilean press on April
17, 1999.
Exhibit (a)(71) English language translation of a text of a television and radio advertisement run by Duke in
Chile on April 17, 1999.
</TABLE>

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AMENDS NOTICE OF INTENTION OF OBTAINING
CONTROL AND OF TENDER OFFER IN SECURITIES
AUCTION OF EMPRESA NACIONAL
DE ELECTRICIDAD S.A.

DUKE ENERGY INTERNATIONAL L.L.C. ('DUKE INTERNATIONAL'), a company formed
in the United States of America pursuant to the laws of the State of Delaware of
the United States of America, which corporate purpose is the investments,
domiciled at 5400 Westheimer Court, Houston, Texas, United States of America,
and for these purposes in Moneda 970, 12th floor, Santiago, Chile, a subsidiary
wholly owned by DUKE ENERGY CORPORATION ('DUKE'), a company formed in the United
States of America pursuant to the laws of the State of North Carolina of the
United States of America; and DUKE ENERGY INVERSIONES UNO LIMITADA ('DUKE
CHILE'), taxpayer identification number 77,261,260-5, Chilean company of
investments, domiciled at Moneda 970, 12th floor, Santiago, Chile, wholly and
indirectly owned by Duke, regarding (i) the notice published on February 18,
1999, in La Segunda newspaper ('Control Notice') and republished in El Mercurio
newspaper on February 19, 1999, in which Duke Chile gives notice of its
intentions of obtaining the control over EMPRESA NACIONAL DE ELECTRICIDAD S.A.
('ENDESA'), and its affiliate companies and of companies, directly or
indirectly, controlled by Endesa, as clarified and complemented by respective
notices published in El Mercurio de Santiago and La Segunda newspapers on
February 25, 1999; and (ii) the notice of tender offer in auction of Endesa's
shares ('Offer Notice'), published on February 25, 1999, in El Mercurio
newspaper, as amended and complemented by notice published in El Mercurio
newspaper on April 13, 1999, hereby amend and complement the Control Notice and
the Offer Notice as follows:

1. In the Control Notice, Duke International set forth its intentions
of acquiring up to 51% of the total Endesa's capital stock. Duke Chile and
Duke International hereby state that such shares percentage will be able to
be increased at their sole discretion, both jointly acquiring up to 65% of
Endesa's capital stock currently subscribed and paid, which is the maximum
concentration level permitted by its bylaws.

2. Duke International and Duke Chile, in case either the price or the
number of shares offered to acquire increase, in accordance with the
foregoing number 1, before the Auction, shall publish a marked notice in
either El Mercurio de Santiago or La Segunda newspapers.

3. The terms hereof shall prevail in case of disconformity with the
contents in both the Control Notice and the Offer Notice, as amended,
clarified and complemented.

DUKE ENERGY INTERNATIONAL, L.L.C.
DUKE ENERGY INVERSIONES UNO LIMITADA

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SUPPLEMENT, DATED APRIL 19, 1999,
TO THE U.S. OFFER TO PURCHASE, DATED FEBRUARY 25, 1999
DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION
HAS INCREASED THE PRICE OF ITS U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK AND AMERICAN DEPOSITARY SHARES
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
TO
CHILEAN PESOS 275 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 8,250 NET PER AMERICAN DEPOSITARY SHARE
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING 30 SHARES OF COMMON STOCK)
AND
HAS INCREASED THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK AND AMERICAN DEPOSITARY SHARES
REPRESENTING SHARES OF COMMON STOCK THAT IT HAS OFFERED TO PURCHASE TO
602,828,970 SHARES OF COMMON STOCK

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 29, 1999, UNLESS THE U.S. OFFER
IS EXTENDED.

THE OFFER (REFERRED TO HEREIN AS THE 'U.S. OFFER') IS BEING MADE BY DUKE ENERGY
INTERNATIONAL, L.L.C (THE 'PURCHASER') IN CONJUNCTION WITH AN OFFER (THE
'CHILEAN OFFER' AND, TOGETHER WITH THE U.S. OFFER, THE 'OFFERS') BY DUKE
ENERGY INVERSIONES UNO LIMITADA, AN AFFILIATE OF THE PURCHASER ('DUKE
CHILE'), TO PURCHASE 4,318,223,786 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). HOLDERS OF SHARES 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
BOLSA ELECTRONICA DE CHILE (THE 'ELECTRONIC STOCK EXCHANGE'), COMMONLY
REFERRED TO AS A 'REMATE' (THE 'CHILEAN AUCTION'). DUKE CHILE 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 DUKE CHILE IN THE CHILEAN
AUCTION.

THE U.S. OFFER IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING THE PURCHASE IN
THE CHILEAN AUCTION BY DUKE CHILE OF AT LEAST 3,680,947,436 SHARES (THE
'AUCTION CONDITION'). THE U.S. OFFER IS SUBJECT TO OTHER CUSTOMARY
TERMS AND CONDITIONS. PLEASE SEE SECTION 15 OF THE U.S. OFFER TO
PURCHASE AND SECTION 7 OF THIS SUPPLEMENT.

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 Supplement. Additional
copies of the U.S. Offer to Purchase, this Supplement, the revised Form of
Acceptance, the revised ADS Letter of Transmittal and the revised 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:

[CREDIT SUISSE FIRST BOSTON CORPORATION LOGO]

<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 one of the Forms of Acceptance which
accompany the U.S. Offer to Purchase or this Supplement (or a copy thereof) in
accordance with the instructions in the Forms of Acceptance and either (i) mail
or deliver such Form of Acceptance 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'), (ii) hand deliver such Form of Acceptance together with the
Titulos evidencing such tendered shares and all other required documents to
Banchile Corredores de Bolsa ('BANCHILE') at Agustinas 975, 2nd floor, Santiago
de Chile, or (iii) tender such Shares pursuant to the procedures for book-entry
transfer set forth in Section 3 of the U.S. Offer to Purchase as modified by
Section 2 of this Supplement 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 602,828,970 Shares are validly tendered prior to the Expiration Date and
not properly 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
one of the ADS Letters of Transmittal (or a copy thereof) which accompany the
U.S. Offer to Purchase or this Supplement in accordance with the instructions
contained in the ADS Letters of Transmittal and mail or deliver such 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' of the U.S. Offer to Purchase 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 of the U.S.
Offer to Purchase as modified by Section 2 of this Supplement.

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TABLE OF CONTENTS

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PAGE
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<C> <S> <C>
INTRODUCTION................................................................................................ 1
1. Amended Terms of the U.S. Offer.................................................................. 1
2. Procedure for Tendering Shares and ADSs.......................................................... 2
3. Price Range of Shares and ADSs; Dividends........................................................ 3
4. Source and Amount of Funds....................................................................... 3
5. Background of the Offers; Past Contracts, Transactions or Negotiations With the Company.......... 3
6. Purpose of the Offers; Plans for the Company..................................................... 4
7. Certain Conditions to the U.S. Offer............................................................. 4
8. Certain Legal Matters; Regulatory Approvals......................................................
9. Fees and Expenses................................................................................ 4
10. Miscellaneous.................................................................................... 5
</TABLE>

<PAGE>

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

INTRODUCTION

The following information amends and supplements the U.S. Offer to
Purchase, dated February 25, 1999 (the 'U.S. OFFER TO PURCHASE'), of 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'). Pursuant to this Supplement, the Purchaser is now
offering 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 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 602,828,970 Shares, at a price of Chilean pesos 275 per Share,
net to the seller in cash and without interest thereon, and at a price of
Chilean pesos 8,250 per ADS, net to the seller in cash and without interest
thereon (the 'OFFER PRICE'), in each case upon the terms and subject to the
conditions set forth in the U.S. Offer, as amended and supplemented by this
Supplement, and in the related revised Form of Acceptance, revised ADS Letter of
Transmittal and revised ADS Notice of Guaranteed Delivery (which, together with
the U.S. Offer to Purchase and this Supplement, collectively constitute the
'U.S. OFFER'). Capitalized terms used and not defined herein have the meanings
assigned to them in the Offer to Purchase.

Concurrent with the U.S. Offer, Duke Energy Inversiones Uno Limitada, an
affiliate of the Purchaser ('DUKE CHILE'), is making the Chilean Offer for
4,318,223,778 Shares. The aggregate number of Shares (including Shares
represented by the ADSs) sought in the two Offers is 4,921,052,748 Shares (60%
of the outstanding Shares).

Except as otherwise set forth in this Supplement or in the revised Form of
Acceptance, revised ADS Letter of Transmittal and revised ADS Notice of
Guaranteed Delivery, the terms and conditions previously set forth in the U.S.
Offer to Purchase remain applicable in all respects to the U.S. Offer, and this
Supplement should be read in conjunction with the U.S. Offer to Purchase and the
revised Form of Acceptance, revised ADS Letter of Transmittal and revised ADS
Notice of Guaranteed Delivery.

THE U.S. OFFER IS SUBJECT TO A NUMBER OF CONDITIONS, INCLUDING THE PURCHASE
IN THE CHILEAN AUCTION BY DUKE CHILE OF AT LEAST 3,680,947,436 SHARES (THE
'AUCTION CONDITION'). THE U.S. OFFER IS SUBJECT TO OTHER CUSTOMARY TERMS AND
CONDITIONS. PLEASE SEE SECTION 15 OF THE U.S. OFFER TO PURCHASE AND SECTION 7 OF
THIS SUPPLEMENT.

THE U.S. OFFER TO PURCHASE AND THIS SUPPLEMENT CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE
U.S. OFFER.

1. AMENDED TERMS OF THE U.S. OFFER

The Purchaser has increased the price per Share and per ADS to be paid
pursuant to the U.S. Offer to Chilean pesos 275 per Share from Chilean pesos 250
per Share, net to the seller in cash and without interest thereon, and to
Chilean pesos 8,250 per ADS from Chilean pesos 7,500 per ADS, net to the seller
in cash and without interest thereon. The Purchaser has increased the aggregate
number of Shares (including Shares represented by ADSs) to be purchased pursuant
to the U.S. Offer to up to 602,828,970 from up to 501,947,400 Shares. Upon the
terms and subject to the conditions of the U.S. Offer, the Purchaser will accept
for payment (and thereby purchase) all Shares and ADSs that are validly tendered
and not properly withdrawn in accordance with Section 5 of the U.S. Offer to
Purchase prior to the Expiration Date. All shareholders whose Shares and ADSs
are validly tendered and not properly withdrawn and accepted for payment
pursuant to the U.S. Offer (including Shares and ADSs tendered prior to the date
of this Supplement) will receive the increased Offer Price in respect of each
Share and ADSs so tendered and accepted. The Expiration Date, as previously
extended, will now expire at 12:00 midnight,

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<PAGE>
New York City time, on Thursday, April 29, 1999, unless the Purchaser, in
accordance with the terms of the U.S. Offer, shall have extended the period of
time during which the U.S. Offer is open, in which event the term 'EXPIRATION
DATE' means the latest time and date at which the U.S. Offer, as so extended,
expires. All references to the U.S. Offer and the Offer Price in this
Supplement, the U.S. Offer to Purchase and any Form of Acceptance, ADS Letter of
Transmittal and ADS Notice of Guaranteed Delivery are deemed to refer to the
U.S. Offer as amended above and the foregoing increased Offer Price,
respectively.

This Supplement and the revised Form of Acceptance, the revised ADS Letter
of Transmittal, the revised ADS Notice of Guaranteed Delivery and other relevant
materials will be mailed to record holders of Shares and ADSs 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 Company's
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. PROCEDURE FOR TENDERING SHARES AND ADSs

Procedures for tendering Shares are set forth in Section 3 of the U.S.
Offer to Purchase. These procedures are supplemented as follows:

In order to facilitate tenders of Shares in the U.S. Offer, the Purchaser
and the Receiving Agent have authorized Banchile Corredores de Bolsa
('BANCHILE') to accept tender of Shares (but not of ADSs) in the U.S. Offer on
behalf of the Purchaser and the Receiving Agent at Banchile's offices located at
Agustinas 975, 2nd Floor, Santiago, Chile.

Non-Chilean holders of Shares who decide to tender their Shares in the U.S.
Offer will have the option of effecting their tender either through the
Receiving Agent, as originally provided in the U.S. Offer to Purchase, or
through Banchile, by hand delivery only. A holder wishing to tender his/her
Shares through Banchile, should complete and sign the revised (or the original)
Form of Acceptance (or a copy thereof) in accordance with the instructions in
such Form of Acceptance and hand deliver it together with the Titulo(s)
evidencing the tendered Shares and all other documents required by the terms of
the U.S. Offer to Banchile's offices at Agustinas 975, 2nd Floor, Santiago,
during normal business hours and prior to the Expiration Date. Shares held in
book-entry form may also be tendered through Banchile by submitting by hand to
Banchile at Agustinas 975, 2nd Floor, Santiago, a completed revised (or
original) Form of Acceptance together with (i) a letter to the DCV instructing
the DCV to perform a book-entry transfer in favor of the Purchaser or its
designee for such number of Shares as may be specified in the Traspaso that is
included in the Form of Acceptance (which number, as indicated in Section 3 of
the U.S. Offer to Purchase, should be left blank), (ii) the certificate issued
by the DCV evidencing the number of Shares held in deposit with such facility
and indicating that such Shares are free and clear of liens, pledges or
encumbrances and (iii) all other documents required by the terms of the U.S.
Offer.

Tendering holders of Shares whose Shares are registered in their own name
and who tender directly to Banchile (like those who tender directly to the
Receiving Agent) will not be obligated to pay brokerage fees, commissions or
stock transfer taxes on the sale of their Shares pursuant to the U.S. Offer.

The Purchaser will pay all charges and expenses to Banchile incurred in
connection with the U.S. Offer. Banchile is acting also as Dealer Manager in
connection with the Chilean Offer and will act as Duke Chile's Broker in the
Chilean Auction.

Procedures for tendering ADSs are set forth in Section 4 of the U.S. Offer
to Purchase. These procedures are modified as follows:

The period by which holders using the Guaranteed Delivery procedure to
tender ADSs in the U.S. Offer must deliver 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 revised or original 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, to the Receiving
Agent has been reduced

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<PAGE>
to three NYSE trading days from five NYSE trading days, in each case, after the
date of execution of the ADS Notice of Guaranteed Delivery.

Tendering shareholders may continue to use the original Form of Acceptance,
ADS Letter of Transmittal and ADS Notice of Guaranteed Delivery previously
circulated with the U.S. Offer to Purchase, or the revised Form of Acceptance,
revised ADS Letter of Transmittal and revised ADS Notice of Guaranteed Delivery
circulated with this Supplement. While the original Form of Acceptance, ADS
Letter of Transmittal and ADS Notice of Guaranteed Delivery refer only to the
U.S. Offer to Purchase, shareholders using such document to tender their Shares
or ADSs will nevertheless receive Chilean pesos 275 per Share, net to the seller
in cash and without interest thereon for each Share, and Chilean pesos 8,250 per
ADS, net to the seller and without interest thereon for each ADS, in each case
validly tendered and not properly withdrawn and accepted for payment pursuant to
the U.S. Offer, subject to the conditions of the U.S. Offer.

SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES OR ADSs PURSUANT TO THE U.S. OFFER ARE NOT REQUIRED TO
TAKE ANY FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF THE U.S. OFFER,
THE INCREASED OFFER PRICE OF CHILEAN PESOS 275 PER SHARE AND CHILEAN PESOS 8,250
PER ADS, IF THE SHARES OR ADSs ARE ACCEPTED FOR PAYMENT AND PAID FOR BY THE
PURCHASER PURSUANT TO THE U.S. OFFER (EXCEPT SUCH ACTION AS MAY BE REQUIRED BY
THE PROCEDURE FOR GUARANTEED DELIVERY IF SUCH PROCEDURE WAS UTILIZED).

3. PRICE RANGE OF THE SHARES AND ADSs; DIVIDENDS

The discussion set forth in Section 7 of the U.S. Offer to Purchase is
hereby supplemented as follows:

As reported on the Santiago Stock Exchange: the high and low sales prices
per Share for the quarterly period ended March 31, 1999 were Ch$250 and Ch$145,
respectively, the high and low sales prices per Share for the current quarter
through April 16, 1999 were Ch$257 and $219.11, respectively. On April 15, 1999,
the last full day of trading prior to Duke's announcement that it had increased
the Offer Price and the number of Shares sought in the Offers, the reported
closing sales price of the Shares on the Santiago Stock Exchange was Ch$248.00
per share. HOLDERS OF SHARES ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR
THE SHARES.

As reported on the New York Stock Exchange: the high and low sales price
per ADS for the quarterly period ended March 31, 1999 were US$14 1/8 and U.S.$9,
respectively, the high and low sales prices per ADS for the current quarter
through April 16, 1999 were US$15 9/16 and $13 7/8, respectively. On April 15,
1999, the last full day of trading prior to Duke's announcement that it had
increased the Offer Price and the number of Shares sought in the Offers, the
reported closing sales price of the ADSs on the New York Stock Exchange was
US$15 1/4 per ADS. HOLDERS OF ADSs ARE URGED TO OBTAIN A CURRENT MARKET
QUOTATION FOR THE ADSs.

On April 16, 1999, the Observed Exchange Rate was Ch$479.05 per US$1.00.
Based on such exchange rate, the U.S. dollar equivalent of the U.S. Offer price
of Ch$275 per Share was US$0.57 and the U.S. dollar equivalent of the U.S. Offer
price of Ch$8,250 per ADS was US$17.22. 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.

4. SOURCES AND AMOUNT OF FUNDS

The discussion set forth in Section 10 of the U.S. Offer to Purchase is
hereby supplemented as follows:

As a result of the increase in the U.S. Offer Price, the Purchaser
estimates that the amount of funds required by the Purchaser and by Duke Chile
to purchase the Shares and ADSs representing in the aggregate 4,921,052,748
Shares and to pay related fees and expenses is

<PAGE>

<PAGE>
approximately $2.81 billion. To supplement the sources of funds described in the
U.S. Offer to Purchase, Duke Capital and Nationsbank, N.A. have amended the
commitment letter described in the U.S. Offer to Purchase to extend and increase
the size of the facility referred to therein to $1.5 billion. In addition, Duke
Capital has entered into various foreign exchange transactions with a number of
financial institutions to purchase the Chilean pesos that the Purchaser and Duke
Chile will require to pay for Shares in the Offers.

5. BACKGROUND OF THE OFFERS; PAST CONTRACTS, TRANSACTIONS OR NEGOTIATIONS WITH
THE COMPANY

The discussion set forth in Section 11 of the U.S. Offer to Purchase is
hereby supplemented as follows:

At a meeting of the Company's shareholders held on April 8, 1999 (the
'SHAREHOLDER MEETING'), the shareholders of the Company approved the Bylaw
Amendments, which 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.

Following the Shareholder Meeting, Duke announced that, provided that the
other conditions to the Offers are satisfied or modified, it would hold the
Chilean Auction on April 22, 1999, and that the Chilean Auction would be
conducted on the Bolsa Electronica de Chile, the Electronic Stock Exchange, and
not on the Santiago Stock Exchange as previously stated. Duke also announced
that the Expiration Date of the U.S. Offer had been extended to 12:00 midnight,
New York City time, on Friday, April 23, 1999.

On April 11, 1999, as previously disclosed in Amendment No. 18 to the
Purchaser's Tender Offer Statement on Schedule 14D-1, executives of the
Purchaser and of Endesa-Spain (which on April 8, 1999 announced that it had
successfully completed its tender offers for additional shares of Enersis) met
to discuss the Duke Offers. At the meeting, the Purchaser conveyed to Endesa-
Spain the reasons why the Purchaser believes that Endesa-Spain should cause
Enersis to tender the Shares in the Company owned by Enersis in the Duke Offers,
and discussed with Endesa-Spain Duke's vision for the continued growth and
success of the Company. No agreements, arrangements or understandings were
reached.

On April 13, 1999, Endesa Spain announced that, through Enersis, it would
commence tender offers (the 'ENERSIS OFFERS') in Chile and the United States to
purchase up to 29.7% of the outstanding Shares of the Company at 305 Chilean
pesos per share. The Enersis Offers contemplate the purchase of 25% of the
outstanding Shares of the Company through an auction to be held on the Santiago
Stock Exchange, originally scheduled to be held on April 22, 1999.

On April 16, 1999, Duke announced that (i) it had increased the Offer Price
to Chilean pesos 275 per Share, net to the seller in cash and without interest
thereon, and to Chilean pesos 8,250 per ADS, net to the seller in cash and
without interest thereon; (ii) that it had increased the aggregate number of
Shares (including Shares represented by ADSs) to be purchased in the Offers to
4,921,052,748 Shares, representing 60% of Endesa Chile's outstanding Shares; and
(iii) that the Expiration Date of the U.S. Offer has been extended to 12:00
midnight, New York City time, on Thursday, April 29, 1999.

On April 16, 1999, the SVS announced that it would require both Duke and
Enersis to follow certain procedures in conducting their respective stock market
auctions in Chile. Pursuant to the procedures established by the SVS, (i)
neither Duke's Chilean Offer nor Enersis' Chilean Offer may be modified after
12:00 noon, local time, on April 20, 1999, (ii) shareholders of the Company
desiring to tender Shares in Duke's Chilean Auction and/or in the Enersis remate
will have until 12:00 noon, local time, on April 22, 1999, to tender their
Shares, and (iii) each of Duke and Enersis will have until 12:00 noon, local
time, on April 23, 1999, to declare either that it will conduct its respective
remate on April 29, 1999, or that its Chilean offer has failed, in which case
tendering holders in the failed offer will have until 12:00 noon, local time, on
April 27, 1999, to tender their Shares in the other remate.

On April 17, 1999, Duke announced that it agreed with and supported the
SVS's decision to establish procedures for Duke Chile's and Enersis' competing
Chilean offers and that it would fully comply with these requirements.

<PAGE>

<PAGE>
6. PURPOSE OF THE OFFERS; PLANS FOR THE COMPANY

The first two sentences of the discussion set forth in Section 12 of the
U.S. Offer to Purchase are hereby replaced with the following:

The purpose of the Offers is to enable Duke to acquire control of, and a
controlling equity interest in, the Company. Upon the purchase of the maximum
number of Shares sought pursuant to the Offers, Duke would beneficially own
4,921,052,748 Shares, representing 60% of the outstanding Shares.

7. CERTAIN CONDITIONS TO THE U.S. OFFER

The discussion set forth in Section 15 of the U.S. Offer to Purchase is
hereby supplemented as follows:

The Bylaw Amendment Condition to the U.S. Offer has been satisfied.
Similarly, the condition requiring that 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 have become
effective, has been satisfied. The Auction Condition requiring that
3,680,947,436 Shares be purchased by the Purchaser in the Chilean Auction is
hereby restated to require that at least 3,680,947,436 Shares be purchased by
Duke Chile in the Chilean Auction. This change reflects the fact that such
purchases will be made by Duke Chile and not by the Purchaser as previously
stated in the U.S. Offer, and the increase in the maximum number of Shares that
Duke Chile may purchase in the Chilean Auction.

8. CERTAIN LEGAL MATTERS; REGULATORY APPROVALS

The discussion set forth in Section 16 of the U.S. Offer to Purchase under
the caption 'Antitrust and Regulatory Laws' is hereby supplemented as follows:

Duke understands, based on reports in the Chilean press, that a petition
has been filed by a local attorney with the CAA seeking to have Duke's Chilean
Offer and the Enersis remate enjoined on the basis that the acquisition of
control of the Company by Duke or Enersis would be anticompetitive. Duke
believes, based on the advice of counsel, that insofar as the petition relates
to Duke and the Duke Chile Chilean Auction, it is without merit.

9. FEES AND EXPENSES

The Purchaser has retained Banchile Corredores de Bolsa to accept tenders
of Shares (but not ADSs) in Chile in connection with the U.S. Offer. Banchile
also is acting as Dealer Manager in connection with the Chilean Offer and will
act as Duke Chile's broker in the Chilean Auction. Banchile will receive
customary compensation for acting in the foregoing capacities and will be
reimbursed for its out-of-pocket expenses incurred in connection with the U.S.
Offer.

10. MISCELLANEOUS

The U.S. Offer is not being made to, nor will tenders be accepted from or
on behalf of, holders of Shares of ADSs in any jurisdiction in which the making
for 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.

<PAGE>

<PAGE>
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 the 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

April 19, 1999

<PAGE>

<PAGE>
Facsimile copies of either the revised or the original Form of Acceptance
and either the revised or the original 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>

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, may also be
delivered by hand to Banchile Corredores de Bolsa at Agustinas 975, 2nd Floor,
Santiago de Chile.

Questions or requests for assistance or additional copies of this
Supplement, the U.S. Offer to Purchase, the revised Form of Acceptance, the
revised ADS Letter of Transmittal and the revised 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 Logo]

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>
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') and the Supplement
thereto dated April 19, 1999 (the 'SUPPLEMENT'). The definitions used in the
U.S. Offer to Purchase apply in this revised or the original 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 as
modified by the Supplement) 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
AND
THE SUPPLEMENT THERETO
DATED APRIL 19, 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 THURSDAY, APRIL 29, 1999, UNLESS
THE U.S. OFFER IS EXTENDED.

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

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<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
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, may also be
delivered by hand to Banchile Corredores de Bolsa at Agustinas 975, 2nd Floor,
Santiago de Chile.
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.
SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE U.S. OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF THE U.S. OFFER, THE
INCREASED OFFER PRICE OF CHILEAN PESOS 275 PER SHARE, IF THE SHARES ARE ACCEPTED
FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE U.S. OFFER.

<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 (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 at the DCV, (ii) 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. or its
designee (the 'PURCHASER'), to Harris Trust Company of New York (the 'RECEIVING
AGENT'), at the address set forth on the front of this Form or to Banchile
Corredores de Bolsa ('BANCHILE') at Agustinas 975, 2nd Floor, Santiago de Chile,
as soon as possible and in any event so as to arrive not later than 12:00
midnight, New York City time, on Thursday, April 29, 1999, unless the U.S. Offer
is extended. SHARES SUBMITTED TO BANCHILE MAY NOT BE MAILED AND MUST BE
DELIVERED BY HAND.

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
Thursday, April 29, 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, as amended and supplemented
by the Supplement, and in this Form. In the event of an inconsistency between
the terms and procedures in the Form, the U.S. Offer to Purchase and the
Supplement, the terms and procedures in the U.S. Offer to Purchase, as modified
by the Supplement 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 or hand deliver 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 front of this Form or to Banchile at Agustinas
975, 2nd Floor, Santiago de Chile (HAND DELIVERY ONLY); and

(iii) ensure that they are sent so that they arrive or are delivered
at the address of the Receiving Agent or of Banchile not later
than 12:00 midnight, New York City time, on Thursday, April 29,
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 and to Banchile authorizing either one
of them 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 602,828,970

<PAGE>

<PAGE>
Shares are tendered and accepted for purchase by the Purchaser; or otherwise
(ii) such number of Shares as the 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.

<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.

<S> <C>
-------------------------------
BOX 1

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

-----------------------
SHARES

-------------------------------
</TABLE>

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
BOX 2

<S> <C>
Execution by a company
Executed and delivered as a deed of
Execution by Individuals
Signed and delivered as a deed by
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> BOX 3

FIRST REGISTERED HOLDER JOINT REGISTERED JOINT REGISTERED JOINT REGISTERED
HOLDER(S) HOLDER(S) HOLDER(S)

<S> <C> <C> <C> <C>
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.

<TABLE>
<CAPTION>
___________________________________________________
BOX 4

___________________________________________________

<S> <C>

Name ______________________________________________
___________________________________________________
___________________________________________________

Address ___________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________
___________________________________________________

Daytime telephone number __________________________

___________________________________________________
</TABLE>

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 (OR BY
HAND ONLY TO BANCHILE) at its address set forth on the cover of this Form 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 (OR BY HAND
ONLY TO BANCHILE) 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 (OR BY HAND ONLY TO
BANCHILE) 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 (OR
BY HAND ONLY TO BANCHILE) at their address set forth on the cover of this Form.

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 (OR BY HAND ONLY
TO BANCHILE) at its address set forth on the cover of this Form, 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

<PAGE>

<PAGE>
with the Titulo(s) and duly signed Traspaso with the number of Shares IN BLANK
should be deposited with the Receiving Agent or with Banchile, at its address
set forth on the cover of this Form, 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 or by
Banchile and returned as directed. No other signatures are acceptable.

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

<TABLE>

<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 OR WITH BANCHILE. 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>

EXHIBIT 1

TRASPASO DE ACCIONES

Senor Gerente de _______________________________________________________________
Sirvase Ud. hacer traspasar ___________________
acciones de la _________________________________________________________________
de ___________ propiedad, segun titulos No. ____________________________________
las que he enajenado a _________________________________________________________
NOMBRES APELLIDO PATERNO APELLIDO MATERNO

al precio de $ _____________ por cada accion.

<TABLE>

<S> <C>

TESTIGOS Santiago, ___________ de ___________ de 199_
____________________________________________
Nombre _______________________ NOMBRE DEL VENDEDOR O SU REPRESENTANTE
Firma _______________________ (COMPLETO Y EN LETRA CLARA)
Domicilio _______________________
____________________________________________
FIRMA DEL VENDEDOR O SU REPRESENTANTE

Testigo No. 1

R.U.T.No. ___________________________________
Rol de la cause No. ______ Juzgado __________
Nombre _______________________ (Lienase solo cuando corresponde)
Firma _______________________ Por el probante acepto el traspaso precedente y asimismo los estatutos
Domicilio _______________________
de la _______________________________________

Testigo No. 2

TESTIGOS Santiago, ___________ de ___________ de 199_

Nombre _______________________ ____________________________________________
Firma _______________________ FIRMA DEL COMPRADOR
Domicilio _______________________ R.U.T. No. _________________________________

Testigo No. 1 Domicilio __________________________________
Comuna ________ Ciudad ____________________
Casilla No. ___ Telefono No. ______________
Nacionalidad ___ Estado Civil ______________
Nombre _______________________ Nombre del Conyuge _________________________
Firma _______________________
Domicilio _______________________

Testigo No. 2

</TABLE>

ADQUIRIENTE O COMPRADOR SOLICITA:

1. Que la Sociedad tenga a su disposicion el titulo correspondiente a las [ ]
acciones adquiridas o compradas dentro del plazo de 6 dias habiles contados
desde la fecha de recepcion del traspaso.

2. Que la Sociedad no emita el titulo, en el plazo establecido en el No. 1 [ ]
precedente, sin perjuicio de la inscripcion del traspaso correspondiente,
y del derecho a solicitar el titulo cuando lo considere oportuno.

Esta nota se transcribe en virtud de lo estipulado, en la Circular No. 688
de la Superintendencia de Valores y Seguros de facha 13 de Febrero de
1987.

<TABLE>
<CAPTION>
PARA USO INTERNO DE LA COMPANIA

<S> <C>
SE CANCELO - SE SALDO SE EMITIO

Titulo No. __________ por ____________________ (acciones) Titulo No. __________ por ____________________ (acciones)
________________________________________________________ __________________________________________________________
________________________________________________________ __________________________________________________________

Fecha de recepcion Santiago, ________ de ___________ ______________ de 199_
__________________________________________________________
FIRMA AUTORIZADA

</TABLE>

Todas las anotaciones del Traspaso deben escribirse completas, con tinta y letra
clara, sin lo cual no se le dara curso.

<TABLE>
<S> <C>
IMPORTANTE: FIRMA _____________________________
Total comprador debera firmar este recorte. Las mujeres casadas en DIRECCION _____________________________
comunidad deberan hacerlo conjuntamento con su conyuge. Se COMUNA ___________ CIUDAD ____________
encarece el cumplimento de esta exigencia por ser indispensable R.U.T.: _______________________________
para el Registro de Firmas.

</TABLE>

<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 In __________________ on ______________ 199_
____________________________________________
Name _______________________ NAME OF SELLER OR SELLER'S AGENT
Signature _______________________ (Print Full Name Clearly)
Address _______________________
____________________________________________
SIGNATURE OF SELLER OR SELLER'S AGENT
WITNESS 1

Passport or I.D. No. ________________________

Case No. ___________ Jurisdiction __________
Name _______________________ (Complete only if applicable)
Signature _______________________ I hereby accept the above transfer as well as the bylaws of the company
Address _______________________

WITNESS 2

WITNESSES In __________________ on ______________ 199_

Name _______________________ ____________________________________________
Signature _______________________ SIGNATURE OF BUYER
Address _______________________ Passport or I.D. NO. _______________________
Street Address _____________________________
WITNESS 1 City ________________ State _______________
P.O. Box________________Phone No.___________
Nationality ________ Marital Status ________
Name _______________________ Name of Spouse _____________________________
Signature _______________________
Address _______________________

WITNESS 2
</TABLE>

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.
<TABLE>
<CAPTION>

FOR INTERNAL COMPANY USE

<S> <C>

SETTLED-PAID ISSUED
- ------------------------------------------------------------------------------------------------------------------
Certificate No. __________ for ______________(shares) Certificate No. __________ for ______________(shares)
___________________________________________________ ______________________________________________________
___________________________________________________ ______________________________________________________

- ------------------------------------------------------------------------------------------------------------------
In _____________ on ___________ ________________, 199_

Date of Receipt

All ENTRIES ON THIS FORM MUST BE FILLED IN COMPLETELY IN INK AND PRINTED CLEARLY FOR THE TRANSFER TO BE EFFECTIVE.
</TABLE>

<TABLE>
<S> <C>
IMPORTANT: SIGNATURE _____________________________
All buyers must sign this form. Spouses subject to community property STREET ADDRESS ________________________
must each sign. Compliance with this requirement is strongly recom- CITY _____________ STATE _____________
mended, as it is required for the Signature Registry. PASSPORT OF I.D. NO. __________________
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C>
PAYER'S NAME: HARRIS TRUST COMPANY OF NEW YORK OR ITS AGENT
- -----------------------------------------------------------------------------------------------------------------------
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 PART 2 -- Awaiting TIN [ ]

PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER
('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>

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 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 of your ADSs or to the stockbroker, bank or other
agent through whom the sale was effected for transmission to such 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'), as amended and
supplemented by the Supplement thereto (the 'SUPPLEMENT') dated April 19, 1999.
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 as
amended and supplemented by the Supplement, which are 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
AND
THE SUPPLEMENT THERETO DATED APRIL 19, 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 THURSDAY, APRIL 29, 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.

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).

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, as
amended and supplemented by the Supplement, any other supplements or amendments
thereto, and this revised 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 revised ADS Letter of Transmittal (or the original ADS Letter of
Transmittal) is to be used either if ADRs evidencing ADSs are to be forwarded
herewith (or therewith) 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 of the U.S. Offer to Purchase as modified by Section 2 of
the Supplement. 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 the
ADS Letters of Transmittal and the U.S. Offer to Purchase as modified by the
Supplement, the terms and procedures in the U.S. Offer to Purchase as modified
by the Supplement shall govern. Please contact the Information Agent to discuss
any inconsistency.

DESCRIPTION OF ADSs TENDERED
(SEE INSTRUCTIONS 3 AND 4)
<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) ADSs TENDERED
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON ADS(S)) (ATTACH ADDITIONAL LIST IF NECESSARY)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF ADSs NUMBER OF ADSs
ADR SERIAL NUMBER(S) EVIDENCED BY ADRs TENDERED*
------------------------------------------------------------
<S> <C> <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 ADS 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 of the
U.S. Offer to Purchase as modified by Section 2 of the Supplement. See
Instruction 2 of this ADS 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. ..................................................

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, the Supplement, any further supplements or amendments
thereto, and this ADS Letter of Transmittal. The undersigned hereby acknowledges
that delivery of this revised (or the original) ADS Letter of Transmittal and of
the ADSs and other required documents delivered to the Receiving Agent in
connection herewith (or therewith) 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 as amended
by the Supplement 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, the Supplement, 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 revised (or the original) 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.

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 revised (or
the original) 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
and the Supplement, 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 and the Supplement, as from time to time further 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, THE
SUPPLEMENT 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):_________________________

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>
<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>

<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 PART 2 -- Awaiting TIN [ ]
IDENTIFICATION NUMBER
('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>

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 revised (or
the original) ADS Letter of Transmittal need not be guaranteed (a) if this
revised (or the original) ADS 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 the ADS Letters 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 revised (or the
original) 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 of the U.S. Offer to Purchase
as modified by Section 2 of the Supplement. 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 ADS Guaranteed Delivery Procedures set forth below
and as provided in Section 4 of the U.S. Offer to Purchase as modified by
Section 2 of the Supplement. 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 ADS
Notice of Guaranteed Delivery pursuant to the ADS Guaranteed Delivery Procedures
set forth under Section 4 of in the U.S. Offer to Purchase as modified by
Section 2 of the Supplement. 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 ADS 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 ADS 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 THREE New York Stock Exchange trading days after the date of
execution of such ADS 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 Letters of Transmittal
and that the 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.

No alternative, conditional or contingent tenders will be accepted, and no
fractional ADSs will be purchased. By executing this revised (or the original)
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.

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 of the U.S. Offer to Purchase
and Section 7 of the Supplement.

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, the Supplement, this revised ADS Letter of Transmittal or the revised
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 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 has been sent with the Supplement and also may be
obtained from the Receiving Agent or from the Information 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 Logo]

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>
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>
- ---------------------------------------------------------
Give the
For this type of account: 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.

<PAGE>

<TABLE>
<S> <C>
SUBSTITUTE CERTIFICATE OF FOREIGN STATUS
Form W-8
- ------------------------------------------------------------------------------------------------------------------------------------
NAME OF OWNER (If joint account, also give joint owner's name.) (See SPECIFIC INSTRUCTIONS.) U.S. TAXPAYER IDENTIFICATION
NUMBER (if any)
PLEASE
PRINT ---------------------------------------------------------------------------------------------------------------------------
OR PERMANENT ADDRESS (See SPECIFIC INSTRUCTIONS.) (Include apt. or suite no.)
TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
City, province or state, postal code, and country

- ------------------------------------------------------------------------------------------------------------------------------------
Current mailing address, if different from permanent address (include apt. or suite no., or P.O. box if mail is not delivered
to street address.)

- ------------------------------------------------------------------------------------------------------------------------------------
City, town or post office, state, and ZIP code (if foreign address, enter city, province or state, postal code, and country.)

- ------------------------------------------------------------------------------------------------------------------------------------
List account information Account number Account type Account number Account type
here (Optional, see
SPECIFIC INSTRUCTIONS.)
- ------------------------------------------------------------------------------------------------------------------------------------

NOTICE OF CHANGE IN STATUS. -- To notify the payer, mortgage interest recipient, broker, or barter exchange that you no longer
qualify for exemption, check here ................................................................................... [ ]
IF YOU CHECK THIS BOX, REPORTING WILL BEGIN ON THE ACCOUNT(S) LISTED.
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION. -- (Check applicable box(es)). Under penalties of perjury, I certify that:
[ ] For INTEREST PAYMENTS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership,
estate, or trust).
PLEASE [ ] For DIVIDENDS, I am not a U.S. citizen or resident (or I am filing for a foreign corporation, partnership, estate,
SIGN or trust).
HERE
[ ] For BROKER TRANSACTIONS or BARTER EXCHANGES, I am an exempt foreign person as defined in the
instructions below.

----------------------------------------------------------------------------------------------------------------------
Signature Date
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

GENERAL INSTRUCTIONS See PUB. 519, U.S. Tax Guide for Aliens, This certificate generally remains in effect
(Section references are to the Internal for more information on resident and for three calendar years. However, the payer
Revenue Code unless otherwise noted.) nonresident alien status. may require you to file a new certificate each
time a payment is made to you.

NOTE: If you are a nonresident alien
PURPOSE individual married to a U.S. citizen or WHERE TO FILE. -- File this form with the
resident and have made an election under payer of the qualifying income who is the
Use Form W-8 or a substitute form section 6013(g) or (h), you are treated as withholding agent (see WITHHOLDING AGENT
containing a substantially similar a U.S. resident and may not use Form W-8. on page 2). Keep a copy for your own
statement to tell the payer, mortgage records.
interest recipient, middleman, broker, EXEMPT FOREIGN PERSON
or barter exchange that you are a BACKUP WITHHOLDING
nonresident alien individual, foreign For purposes of this form, you are an
entity, or exempt foreign person not "exempt foreign person" for a calendar year A U.S. taxpayer identification number or
subject to certain U.S. information in which: Form W-8 or substitute form must be given to
return reporting or backup withholding the payers of certain income. If a taxpayer
rules. 1. You are a nonresident alien individual identification number or Form W-8 or
or a foreign corporation, partnership, substitute form is not provided or the wrong
CAUTION: Form W-8 does not exempt the estate, or trust, taxpayer identification number is provided,
payee from the 30% (or lower treaty) these payers may have to withhold 20% of
nonresident withholding rates. 2. You are an individual who has not each payment or transaction. This is called
been, and plans not to be, present in the backup withholding.
United States for a total of 183 days or
NONRESIDENT ALIEN INDIVIDUAL more during the calendar year, and NOTE: On January 1, 1993, the backup
withholding rate increases from 20% to 31%.
For income tax purposes, "nonresident 3. You are neither engaged, nor plan to
alien individual" means an individual be engaged during the year, in a U.S. trade Reportable payments subject to backup
who is neither a U.S. citizen nor or business that has effectively connected withholding rules are:
resident. Generally, an alien is gains from transactions with a broker or
considered to be a U.S. resident if: barter exchange. Interest payments under section 6049(a).
Dividends payments under sections 6042(a)
The individual was a lawful permanent If you do not meet the requirements of 2 and 6044.
resident of the United States at any or 3 above, you may instead certify on FORM
time during the calendar year, that is, 1001, Ownership, Exemption, or Reduced Other payments (i.e., royalties and
the alien held an immigrant visa (a Rate Certificate, that your country has a tax payments from brokers and barter
"green card"), or treaty with the United States that exempts exchanges) under sections 6041, 6041A(a),
The individual was physically present your transactions from U.S. tax. 6045, 6050A, and 6050N.
in the United States on:
FILING INSTRUCTIONS If backup withholding occurs, an exempt
(1) at least 31 days during the foreign person who is a nonresident alien
calendar year and WHEN TO FILE. -- File Form W-8 or individual may get a refund by filing FORM
(2) 183 days or more during the current substitute form before a payment is made. 1040NR, U.S. Nonresident Alien Income Tax
year and the 2 preceding calendar years Otherwise, the payer may have to withhold Return, with the Internal Revenue
(counting all the days of physical and send part of the payment to the Internal (Continued on back.)
presence in the current year, one-third Revenue Service (see BACKUP WITHHOLDING
the number of days of presence in the below).
first preceding year, and only one-sixth
of the number of days in the second
preceding year).

</TABLE>

<PAGE>

Form W-8 (Rev. 11 -92) Page 2
- --------------------------------------------------------------------------------

Service Center, Philadelphia, PA 19255, even if filing the return is not
otherwise required.

U.S. TAXPAYER IDENTIFICATION NUMBER

The Internal Revenue law requires that certain income be reported to the
Internal Revenue Service using a U.S. taxpayer identification number (TIN). This
number can be a social security number assigned to individuals by the Social
Security Administration or an employer identification number assigned to
businesses and other entities by the Internal Revenue Service.

Payments to account holders who are foreign persons (nonresident alien
individuals, foreign corporations, partnerships, estates, or trusts) generally
are not subject to U.S. reporting requirements. Also, foreign persons are not
generally required to have a TIN, nor are they subject to any backup withholding
because they do not furnish a TIN to a payer or broker.

However, foreign persons with income effectively connected with a trade or
business in the United States (income subject to regular (graduated) income
tax), must have a TIN. To apply for a TIN, use FORM SS-4, Application for
Employer Identification Number, available from local Internal Revenue Service
offices, or FORM SS-5, Application for a Social Security Card, available from
local Social Security Administration offices.

SPECIAL RULES

MORTGAGE INTEREST.--For purposes of the reporting rules, mortgage interest is
interest paid on a mortgage to a person engaged in a trade or business
originating mortgages in the course of that trade or business. A mortgage
interest recipient is one who receives interest on a mortgage that was acquired
in the course of a trade or business.

Mortgage interest is not subject to backup withholding rules, but is
subject to reporting requirements under section 6050H. Generally, however, the
reporting requirements do not apply if the payer of record is a nonresident
alien individual who pays interest on a mortgage not secured by real property in
the United States. Use Form W-8 or substitute form to notify the mortgage
interest recipient that the payer is a nonresident alien individual.

PORTFOLIO INTEREST.--Generally, portfolio interest paid to a nonresident alien
individual or foreign partnership, estate, or trust is not subject to backup
withholding rules. However, if interest is paid on portfolio investments to a
beneficial owner that is neither a financial institution nor a member of a
clearing organization, Form W-8 or substitute form is required.

REGISTERED OBLIGATIONS NOT TARGETED TO FOREIGN MARKETS qualify as portfolio
interest not subject to 30% withholding, but require the filing of Form W-8 or
substitute form. See INSTRUCTIONS TO WITHHOLDING AGENTS on this page for
reporting rules.

<PAGE>

See PUB. 515, Withholding of Tax on Nonresident Aliens and Foreign
Corporations, for REGISTERED OBLIGATIONS TARGETED TO FOREIGN MARKETS and when
Form W-8 or substitute form is not required on these payments.

BEARER OBLIGATIONS.--The interest from bearer obligations targeted to
foreign markets is treated as portfolio interest and is not subject to 30%
withholding. Form W-8 or substitute form is not required.

DIVIDENDS.--Any distribution or payment of dividends by a U.S. corporation sent
to a foreign address is subject to the 30% (or lower treaty) withholding rate,
but is not subject to backup withholding. Also, there is no backup withholding
on dividend payments made to a foreign person by a foreign corporation. However,
the 30% withholding (or lower treaty) rate applies to dividend payments made to
a foreign person by a foreign corporation if:

25% or more of the foreign corporation's gross income for the three preceding
taxable years was effectively connected with a U.S. trade or business, and

The corporation was not subject to the branch profits tax because of an income
tax treaty (see section 884(e)).

If a foreign corporation makes payments to another foreign corporation, the
recipient must be a qualified resident of its country of residence to benefit
from that country's tax treaty.

BROKER OR BARTER EXCHANGES.--Income from transactions with a broker or barter
exchanges is subject to reporting rules and backup withholding unless Form W-8
or substitute form is filed to notify the broker or barter exchange that you are
an exempt foreign person as defined on page 1.

SPECIFIC INSTRUCTIONS

NAME OF OWNER.--If Form W-8 is being filed for portfolio interest, enter the
name of the beneficial owner.

U.S. TAXPAYER IDENTIFICATION NUMBER.--If you have a U.S. taxpayer
identification number, enter your number in this space (see the discussion
earlier).

PERMANENT ADDRESS.--Enter your complete address in the country where you reside
permanently for income tax purposes.

<TABLE>
<S> <C>
IF YOU ARE: SHOW THE ADDRESS OF:

An individual Your permanent residence

A partnership or corporation Principal office

An estate or trust Permanent residence or principal office
of any fiduciary
</TABLE>

Also show your current mailing address if it differs from your permanent
address.

ACCOUNT INFORMATION (OPTIONAL).--If you have more than one account (savings,
certificate of deposit, pension, IRA, etc.) with the same payer, list all
account numbers and types on one Form W-8 or substitute form

<PAGE>

unless your payer requires you to file a separate certificate for each account.

If you have MORE THAN ONE PAYER, file a separate Form W-8 with each payer.
SIGNATURE.--If only one foreign person owns the account(s) listed on this form,
that foreign person should sign the Form W-8.

If each owner of a joint account is a foreign person, each should sign a
separate Form W-8.

NOTICE OF CHANGE IN STATUS--If you become a U.S. citizen or resident after you
have filed Form W-8 or substitute form, or you cease to be an exempt foreign
person, you must notify the payer in writing within 30 days of your change in
status.

To notify the payer, you may check the box in the space provided on this
form or use the method prescribed by the payer.

Reporting will then begin on the account(s) listed and backup withholding
may also begin unless you certify to the payer that:

(1) The U.S. taxpayer identification number you have given is correct, AND

(2) The Internal Revenue Service has not notified you that you are subject
to backup withholding because you failed to report certain income.

You may use FORM W-9, Request for Taxpayer Identification Number and
Certification, to make these certifications.

If an account is no longer active, you do not have to notify a payer of
your change in status unless you also have another account with the same payer
that is still active.

FALSE CERTIFICATE.--If you file a false certificate when you are not entitled
to the exemption from withholding or reporting, you may be subject to fines
and/or imprisonment under U.S. perjury laws.

INSTRUCTIONS TO WITHHOLDING AGENTS

WITHHOLDING AGENT--Generally, the person responsible for payment of the items
discussed above to a nonresident alien individual or foreign entity is the
withholding agent (see Pub. 515).

RETENTION OF STATEMENT.--Keep Form W-8 or substitute form in your records for
at least four years following the end of the last calendar year during which the
payment is paid or collected.

PORTFOLIO INTEREST.--Although registered obligations not targeted to foreign
markets are not subject to 30% withholding, you must file FORM 1042S, Foreign
Person's U.S. Source Income Subject to Withholding, to report the interest
payment. Both Form 1042S and a copy of Form W-8 or substitute form must be
attached to FORM 1042, Annual Withholding Tax Return for U.S. Source Income of
Foreign Persons.

<PAGE>

[CREDIT SUISSE FIRST BOSTON CORPORATION Logo]

CREDIT SUISSE FIRST BOSTON CORPORATION

Eleven Madison Avenue Telephone 212 325 2000
New York, NY 10010-3629

DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY

DUKE ENERGY CORPORATION
HAS INCREASED THE PRICE OF ITS U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK AND AMERICAN DEPOSITARY SHARES

EMPRESA NACIONAL DE ELECTRICIDAD S.A.

CHILEAN PESOS 275 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 8,250 NET PER AMERICAN DEPOSITARY SHARE
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING 30 SHARES OF COMMON STOCK)

AND

HAS INCREASED THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK AND AMERICAN DEPOSITARY SHARES
REPRESENTING SHARES OF COMMON STOCK THAT IT HAS OFFERED TO PURCHASE TO
602,828,970 SHARES OF COMMON STOCK

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON THURSDAY, APRIL 29, 1999, UNLESS THE U.S. OFFER IS
EXTENDED.

April 19, 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 8,250 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'), as amended and supplemented by
the Supplement thereto, dated April 19, 1999 (the 'SUPPLEMENT') (which together
with the related revised Form of Acceptance, the revised ADS Letter of
Transmittal and the revised 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 the purchase
in the Chilean Offer by Duke Energy Inversiones Uno Limitada, an affiliate of
the Purchaser, of at least 3,680,947,436 Shares (the 'AUCTION CONDITION'). The
U.S. Offer is subject to other customary terms and conditions set forth in
Section 15 of the U.S. Offer to Purchase and Section 7 of the Supplement.

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

<PAGE>

1. The Supplement, dated April 19, 1999;

2. A printed revised 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 revised ADS Letter of Transmittal to be used by holders of ADSs
to accept the U.S. Offer;

4. The revised 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 of the U.S. Offer
to Purchase cannot be completed by the Expiration Date;

5. The revised 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;

7. A Certificate of Foreign Status on Substitute Form W-8; and

8. 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 REVISED ADS LETTER OF
TRANSMITTAL (WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF ADSs). IF YOU HOLD
SHARES, YOU SHOULD USE EITHER THE ENCLOSED REVISED FORM OF ACCEPTANCE OR THE
ORIGINAL 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 602,828,970 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 8,250 per ADS, net to the seller
in cash and without interest thereon, as set forth in the Supplement.
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 original and
the revised ADS Letters 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 original or the revised 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 Thursday, April 29, 1999,
unless the U.S. Offer is extended.

5. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR ADSs PURSUANT TO THE U.S. OFFER ARE NOT REQUIRED TO TAKE
ANY FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF THE U.S. OFFER,
THE INCREASED OFFER PRICE OF CHILEAN PESOS 8,250 PER ADS, IF ADSs ARE
ACCEPTED FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE U.S. OFFER
(EXCEPT SUCH ACTION AS MAY BE REQUIRED BY THE PROCEDURE FOR GUARANTEED
DELIVERY IF SUCH PROCEDURE WAS UTILIZED).

<PAGE>

6. The Company stated in its Schedule 14D-9 filed in response to the
Purchaser's original U.S. Offer that, based upon the advice of its counsel
and consistent with Chilean practice, it determined that it was
inappropriate for the Company to take a position with respect to the
Purchaser's original Offers. Although as of the date hereof the Board of
Directors of the Company has not taken a position with respect to the
Purchaser's revised Offers, the Purchaser believes that the Company's Board
of Directors will not change its determination in response to the
Purchaser's revised Offers.

7. 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 4 of the U.S. Offer to Purchase and Section 2 of the
Supplement, or a timely book-entry confirmation with respect to such ADSs,
(b) the revised or the original 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 Letters of Transmittal.

In order to take advantage of the U.S. Offer: (i) a duly executed and
properly completed revised or original 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 Letters of Transmittal and the U.S. Offer to Purchase as
modified by the Supplement.

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 4 of the U.S.
Offer to Purchase as modified by Section 2 of the Supplement.

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 Letters 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 (OR THE DOCUMENTS RELATING TO THE U.S. OFFER PREVIOUSLY DELIVERED TO
YOU UNDER COVER OF OUR LETTER DATED FEBRUARY 25, 1999) AND THE STATEMENTS
CONTAINED THEREIN.

<PAGE>

DUKE ENERGY INTERNATIONAL, L.L.C.
A WHOLLY-OWNED, INDIRECT SUBSIDIARY
OF
DUKE ENERGY CORPORATION
HAS INCREASED THE PRICE OF ITS U.S. OFFER TO PURCHASE FOR CASH
SHARES OF COMMON STOCK AND AMERICAN DEPOSITARY SHARES
OF
EMPRESA NACIONAL DE ELECTRICIDAD S.A.
TO
CHILEAN PESOS 275 NET PER SHARE OF COMMON STOCK AND
CHILEAN PESOS 8,250 NET PER AMERICAN DEPOSITARY SHARE
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING 30 SHARES OF COMMON STOCK)
AND
HAS INCREASED THE AGGREGATE NUMBER OF SHARES OF
COMMON STOCK AND AMERICAN DEPOSITARY SHARES
REPRESENTING SHARES OF COMMON STOCK THAT IT HAS OFFERED TO PURCHASE TO
602,828,970 SHARES OF COMMON STOCK

- ------------------------------------------------------------------------------
THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00,
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 29, 1999, UNLESS EXTENDED.
- ------------------------------------------------------------------------------

To Our Clients: April 19, 1999

Enclosed for your consideration are the Supplement to the U.S. Offer to
Purchase (as defined below), dated April 19, 1999 (the 'SUPPLEMENT'), and the
related revised Form of Acceptance, the revised ADS Letter of Transmittal and
the revised ADS Notice of Guaranteed Delivery (which together with the U.S.
Offer to Purchase, dated February 25, 1999 (the 'U.S. OFFER TO PURCHASE')
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 8,250 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, as
amended and supplemented by the Supplement. Consideration for ADSs validly
tendered and not properly 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 as modified in Section 2 of the Supplement.

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 REVISED 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 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 to Purchase as amended and
supplemented by the Supplement.

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

<PAGE>

ACCEPTANCE OR THE ORIGINAL 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.

PLEASE NOTE THE FOLLOWING:

1. The U.S. Offer is being made for Shares and ADSs representing in the
aggregate up to 602,828,970 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 properly 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 8,250 per ADS, net to the seller in
cash and without interest thereon, as set forth in the Supplement. 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 Letters 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 Letters of Transmittal.

4. The U.S. Offer, the Proration Period and Withdrawal Rights will expire
at 12:00 midnight, New York City time, on Thursday, April 29, 1999, unless the
U.S. Offer is extended.

5. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR ADSs PURSUANT TO THE U.S. OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF THE U.S. OFFER, THE
INCREASED OFFER PRICE OF 8,250 PER ADS, IF ADSs ARE ACCEPTED FOR PAYMENT AND
PAID FOR BY PURCHASER PURSUANT TO THE U.S. OFFER (EXCEPT SUCH ACTION AS MAY BE
REQUIRED BY THE PROCEDURE FOR GUARANTEED DELIVERY IF SUCH PROCEDURE WAS
UTILIZED).

6. The Company stated in its Schedule 14D-9 filed in response to the
Purchaser's original U.S. Offer that, based upon the advice of its counsel and
consistent with Chilean practice, it determined that it was inappropriate for
the Company to take a position with respect to the Purchaser's original Offers.
Although as of the date hereof the Board of Directors of the Company has not
taken a position with respect to the Purchaser's revised Offers, the Purchaser
believes that the Company's Board of Directors will not change its determination
in response to the Purchaser's revised Offers.

7. 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 4 of the U.S. Offer to Purchase as
modified by Section 2 of the Supplement, or a timely book-entry confirmation
with respect to such ADSs, (b) the revised or the original 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 Letters 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.

<PAGE>

U.S. Offer or the acceptance of ADSs pursuant thereto, the Purchaser will make a
good faith effort to comply with such state statute. If, after such good faith
effort, the 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.

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 (previously distributed), the Supplement
thereto, dated April 19, 1999, and the related revised ADS Letter of
Transmittal, the revised ADS Notice of Guaranteed Delivery and the revised Form
of Acceptance in connection with the U.S. Offer by Duke Energy International,
L.L.C. to purchase up to 602,828,970 Shares (including Shares represented by
ADSs) pursuant to the terms and subject to the conditions set forth in the U.S.
Offer to Purchase, as amended and supplemented by the Supplement.

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, as amended and supplemented by the Supplement and the related
revised ADS Letter of Transmittal.

Dated: April 19, 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.

<PAGE>

[CREDIT SUISSE FIRST BOSTON CORPORATION Logo]

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

THE OFFER, PRORATION PERIOD AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 29, 1999, UNLESS EXTENDED.

April 19, 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 275 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 (the 'U.S. OFFER TO PURCHASE') as
amended and supplemented by the Supplement thereto, dated April 19, 1999 (the
'SUPPLEMENT') (which together with the related revised Form of Acceptance,
revised ADS Letter of Transmittal and revised 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 the purchase
in the Chilean offer by Duke Energy Inversiones Uno Limitada, an affiliate of
the Purchaser, of at least 3,680,947,436 shares (the 'AUCTION CONDITION'). The
U.S. Offer is subject to other customary terms and conditions set forth in
Section 15 of the U.S. Offer to Purchase as modified by the Supplement.

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

1. The Supplement, dated April 19, 1999;

2. A printed revised form of letter that may be sent to your clients
for whose accounts 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;

<PAGE>

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

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

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

7. A Certificate of Foreign Status on Substitute Form W-8; and

8. A return envelope addressed to Harris Trust Company of New York
(the 'RECEIVING AGENT').

ADSs CANNOT BE TENDERED BY MEANS OF THE ENCLOSED REVISED FORM OF ACCEPTANCE
(WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF SHARES). IF YOU HOLD ADSs, YOU
SHOULD USE EITHER THE ENCLOSED REVISED ADS LETTER OF TRANSMITTAL OR THE ORIGINAL
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 602,828,970 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
as amended by the Supplement. 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 275 per Share, net to the seller
in cash and without interest thereon, as set forth in the
Supplement. 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 Thursday, April
29, 1999, unless the U.S. Offer is extended.

5. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE U.S. OFFER ARE NOT REQUIRED
TO TAKE ANY FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF
THE U.S. OFFER, THE INCREASED OFFER PRICE OF CHILEAN PESOS 275 PER
SHARE, IF THE SHARES ARE ACCEPTED FOR PAYMENT AND PAID FOR BY
PURCHASER PURSUANT TO THE U.S. OFFER.

6. The Company stated in its Schedule 14D-9 filed in response to the
Purchaser's original U.S. Offer that based upon the advice of its
counsel and consistent with Chilean practice, it has determined
that it was inappropriate for the Company to take a position with
respect to the Purchaser's original Offers. Although as of the date
hereof the Board of Directors of the Company has not taken a
position with respect to the Purchaser's revised Offers, the
Purchaser believes that the Company's Board of Directors will not
change its determination in response to the Purchaser's revised
Offers.

7. 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

<PAGE>

<PAGE>
Receiving Agent at its address set forth on the back cover of the
U.S. Offer to Purchase or Banchile Corredores de Bolsa (BY HAND
DELIVERY ONLY) at Agustinas 975, 2nd floor, Santiago de Chile of
the completed revised or original 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 Forms 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
or its designee.

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, Banchile and the
Information Agent as described in the U.S. Offer to Purchase as modified by the
Supplement). 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 (OR THE DOCUMENTS RELATING TO THE U.S. OFFER PREVIOUSLY
DELIVERED TO YOU UNDER COVER OF OUR LETTER DATED FEBRUARY 25, 1999) AND THE
STATEMENTS CONTAINED THEREIN.

<PAGE>

THE U.S. OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00,
MIDNIGHT, NEW YORK CITY TIME, ON THURSDAY, APRIL 29, 1999, UNLESS EXTENDED.

April 19, 1999

To Our Clients:

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 REVISED 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 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.

ADSs CANNOT BE TENDERED BY MEANS OF THE ENCLOSED REVISED FORM OF ACCEPTANCE
(WHICH IS EXCLUSIVELY FOR USE IN RESPECT OF SHARES). IF YOU HOLD ADSs, YOU SHOUD
USE EITHER THE ENCLOSED REVISED ADS LETTER OF TRANSMITTAL OR THE ORIGINAL 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 602,828,970 Shares (the 'MAXIMUM NUMBER OF SHARES'). If Shares
and/or ADSs representing in the

<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 as amended and supplemented by the
Supplement. 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 275 per Share, net to the seller in
cash and without interest thereon, as set forth in the U.S. Offer to Purchase,
as amended and supplemented by the Supplement. Consideration for tendered Shares
will be paid in Chilean Pesos.

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 Thursday, April 29, 1999, unless the
U.S. Offer is extended.

5. SHAREHOLDERS WHO HAVE PREVIOUSLY VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN THEIR SHARES PURSUANT TO THE U.S. OFFER ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION TO RECEIVE, SUBJECT TO THE CONDITIONS OF THE U.S. OFFER, THE
INCREASED OFFER PRICE OF CHILEAN PESOS 275 PER SHARE, IF THE SHARES ARE ACCEPTED
FOR PAYMENT AND PAID FOR BY PURCHASER PURSUANT TO THE U.S. OFFER.

6. The Company stated in its Schedule 14D-9 filed in response to the
Purchaser's original U.S. Offer that based upon the advice of its counsel and
consistent with Chilean practice, it has determined that it is inappropriate for
the Company to take a position with respect to the Purchaser's original Offers.
Although as of the date hereof the Board of Directors of the Company has not
taken a position with respect to the Purchaser's revised Offers, the Purchaser
believes that the Company's Board of Directors will not change its determination
in response to the Purchaser's revised Offers.

7. 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 at its address set forth
on the back cover of the U.S. Offer to Purchase or to Banchile Corredores de
Bolsa at Agustinas 975, 2nd floor, Santiago de Chile (HAND DELIVERY ONLY), of
(a) Titulo(s) (certificate(s) of title) evidencing such tendered Shares (b) the
revised or the original 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, as amended and
supplemented by the Supplement, and in the related revised Form of Acceptance,
the revised ADS Letter of Transmittal and the revised 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 Shares pursuant
thereto, the Purchaser will make a good faith effort to comply with such state
statute. If, after such good faith effort, the 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>

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 (previously distributed), the Supplement
thereto dated April 19, 1999, and the related revised Form of Acceptance,
revised ADS Letter of Transmittal and revised ADS Notice of Guaranteed Delivery
in connection with the U.S. Offer by Duke Energy International, L.L.C. to
purchase up to 602,828,970 Shares (including Shares represented by ADSs)
pursuant to the terms and subject to the conditions set forth in the U.S. Offer
to Purchase as amended and supplemented by the Supplement.

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, as amended and supplemented by the Supplement and the related
revised Form of Acceptance.

Dated: April 19, 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.

<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
AND
THE SUPPLEMENT THERETO
DATED APRIL 19, 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 THURSDAY, APRIL 29, 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') as amended by the Supplement
thereto dated April 19, 1999 (the 'SUPPLEMENT'), this revised ADS Notice of
Guaranteed Delivery (or the original 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, as amended and
supplemented by the Supplement.

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 revised or
the original 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>

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, as amended and supplemented by the Supplement and
the related revised 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 of
the U.S. Offer to Purchase, as modified in Section 2 of the Supplement.

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 Auction Condition (as such
term is defined in the U.S. Offer to Purchase as amended by the Supplement).

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 revised or original 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 three NYSE trading days after the date hereof.

<TABLE>

<S> <C>
_____________________________________________________ _____________________________________________________
(NAME OF FIRM, AGENT OR TRUSTEE) (AUTHORIZED SIGNATURE)

_____________________________________________________ Name:________________________________________________
(ADDRESS) (PLEASE TYPE OR PRINT)

_____________________________________________________ Title:_______________________________________________
(ZIP CODE)

Area Code and Tel. No.:______________________________ Dated:_______________________________________________
</TABLE>

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

<PAGE>

Exhibit (a)(67)

THE SALE OF ENDESA DEMANDS TOTAL TRANSPARENCY

The country, the shareholders and the employees of Endesa need to have more
clarity in an operation of such importance.

Following the policy of total transparency that Duke Energy has established
since the beginning of this operation, the President of Duke Energy
International, along with other senior executives of the company, will be
answering the questions of Endesa shareholders during Saturday, April 17 and
Sunday, April 18, between 9:00 and 18:00 hours at Moneda 877, Santiago.

Mr./Ms. Shareholder of Endesa:

Do not hurry and make wrong decisions without knowing all the details of the
offers and the effects that they might have for you as a shareholder.

After resolving all your doubts, you can offer to sell your shares during the
weekend at Moneda 877, Santiago or Agustinas 979, Santiago; Prat 877, Valparaiso
and Barros Arana 398, Concepcion, from 9:00 to 18:00 hours.

For further information call Banchile at 800 20 28 20

(Logo) Duke Energy International, a Duke Energy Company

www.duke-energy.com/soamer

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Endesa Outstanding Shares 100.0% Duke Offer 60.0% Endesa-Spain Offer FX Rate CH$478.00
Less: Enersis 25.3% Chile 52.80% Chile 25.0% 1
Less: 57bis 5.0% ADS 7.20% ADS 4.7%
Less: Non-Tendered 3.0% Offer Price Offer Price
Less: ADS 13.8% Chile CH$275.00 Chile Ch$305.00
Tenderable Shares - Chile 52.9% ADS $ 17.26 ADS $ 19.14
Total Endesa-Chile Shares 8,201,754,580 Price ExPost CH$200.00 Price ExPost CH$200.00
Total Shares - Chile 7,069,912,448 Price ExPost $ 12.55 Price ExPost $ 12.55
Total Shares - ADS 37,728,071

WORKSHEET CALCULATION DUKE ENDESA
OFFER OFFER
----- -----
CHILEAN SHAREHOLDERS 60%

Amount Tenderable 99.8% 47.3%
Offer Price Ch$275 Ch$305
Proceeds from Tender Ch$274 Ch$144

Amount Remaining 0.2% 52.7%
Price Post Remate Ch$200.00 Ch$200.00
Value Post Remate Ch$0.38 Ch$105.48

Total Value of Offer Ch$275 Ch$250

ADS HOLDERS

Amount Tenderable 52.2% 34.1%
Offer Price $ 17.26 $ 19.14
Proceeds from Tender $ 9.00 $ 6.52

Amount Remaining 47.8% 65.9%
Price Post Remate $ 12.55 $ 12.55
Value Post Remate $ 6.00 $ 8.28

Total Value of Offer $ 15.01 $ 14.80

Original Duke Offer
Chile 0.4488 0.528
ADS 0.0612 0.072
0.51 60.0%

</TABLE>

<PAGE>

DUKE ENERGY INTERNATIONAL / ENERSIS OFFER COMPARISON
Decision Guide for Endesa-Chile Shareholders

<TABLE>
<S> <C> <C> <C>
Step 1: Analyze the Market
Endesa Shareholders 100.0%
Less: Enersis Ownership 25.3%
Less: ADS 13.8%
Sub-Total 60.9%
Less: 57bis 5%
Less: Probable No-Shows 3%
Net Actual Tender Universe 13.8%

STEP 2: ANALYZE THE OFFER

DUKE ENERSIS CONCLUSIONS
---- ------- -----------

Price/Share $ 17.26 $ 19.14
Tender Volume 7.2% 4.7%
Tender Volume in ADS Universe 52.2% 34.1% Duke Buys 52% of Available Shares

Number of Shares Tendered 10 10
Number of Shares Sold 5 3 Endesa-Spain Buys Less than 1/2 of Your Shares

Proceeds From Sale $ 90.05 $ 65.19 Duke Gives 38% More Cash Proceeds on Closing
</TABLE>

CONCLUSION: ENERSIS MUST RAISE THEIR OFFER TO EXCEED THE DUKE OFFER

April 17, 1999

<PAGE>

DUKE ENERGY INTERNATIONAL / ENERSIS OFFER COMPARISON
DECISION GUIDE FOR ENDESA-CHILE SHAREHOLDERS

STEP 1: ANALYZE THE MARKET
Endesa Shareholders 100.0%
Less: Enersis Ownership 25.3%
Less: ADS 14.0%
Sub-Total 60.7%
Less: 57bis 5%
Less: Probable No-Shows 3%
Net Actual Tender Universe 52.7%

STEP 2: ANALYZE THE OFFER
DUKE ENERSIS CONCLUSIONS
---- ------- -----------
Price/Share Ch$275.00 Ch$305.00
Tender Volume 53% 25%
Tender Volume in Chilean Universe 100% 47% Duke Buys 100% of Available Shares

Number of Shares Tendered 10 10
Number of Shares Sold 10 5 Endesa-Spain Buys Less than 1/2 of Your Shares

Proceeds From Sale $ 2,750 $ 1,447 Duke Gives 90% More Cash Proceeds on Closing

Remaining Shares - 5 Spaniards Control Over 1/2 of Your Investment
in Endesa-Chile

Price Per Share Remaining N/A Ch$180.00 Price of Endesa-Chile Will Fall Without Capital
Commitment, Integrity & Vision

Value of Remaining Shares N/A Ch$946.11

STEP 3: COMPARE THE TRUE VALUES

Total Value Received Ch$2,750 Ch$2,393 True Value of Each Offer

Enersis Price Deficit to Duke Offer Ch$68
Enersis Tender Offer Price Ch$305
Required Enersis Price to Equal Duke Offer Ch$373
</TABLE>

CONCLUSION: ENERSIS MUST RAISE THEIR OFFER TO $375/SHARE TO EXCEED THE DUKE
OFFER

April 16, 1999

<PAGE>

Exhibit (a)(69)

April 17, 1999

DUKE ENERGY SUPPORTS SUPERINTENDENCIA DE VALORES Y SEGUROS
(SVS) ACTION TO ESTABLISH PROCEDURES FOR TENDER OFFERS

CHARLOTTE - Duke Energy (NYSE: DUK) today announced its support for Chile's
Superintendencia de Valores y Seguros (Securities and Insurance Commission)
action to establish procedures for the competing tender offers for Empresa
Nacional de Electricidad S.A. (Endesa). Among other things, the SVS established
a common date of Thursday, April 29 for the auctions (or "remates").

On Friday Duke Energy announced it has increased its tender offers for Endesa in
Chile and in the U.S. to 275 Chilean pesos per share (8,250 pesos per ADS) and
also increased the percentage of the outstanding shares of Endesa it is offering
to purchase in its combined offers from 51 percent to 60 percent. The company is
making the offers through its wholly owned subsidiary, Duke Energy
International, L.L.C. (DEI) in the U.S. and, in Chile, its newly formed wholly
owned subsidiary, Duke Energy Inversiones Uno Limitada.

"We agree with the SVS decision and will fully comply with their requirements,"
said Bruce Williamson, president and chief executive officer of Duke Energy
International. "We applaud any action that promotes fairness to all
shareholders. Our tender offers for Endesa have always been focused on fairness
and equality for all shareholders and our transactions continue to be open and
transparent."

Duke Energy also announced today that due to the change in the date of the
remate of its Chilean offer, Chilean shareholders outside of Santiago now have
until Wednesday, April 21 at 14:00 to tender their shares. Chilean shareholders
in Santiago have until Thursday, April 22 at 12:00 noon to tender their shares.
Duke Energy will conduct its remate on April 29 on the Bolsa Electronica de
Chile. Duke Energy's U.S. Offer is presently set to expire on midnight New York
City time on April 29 as announced Friday.

"Chilean shareholders now have more time to tender their shares and take
advantage of the tremendous value our offer represents," said Williamson. "I am
very pleased to have met Endesa shareholders visiting Banchile offices this
weekend and to have had the opportunity to talk with them about Duke Energy and
our plans for Endesa. I am convinced that Endesa shareholders will use the
additional time they now have to fully evaluate and understand both offers for
their shares and agree with us that our offer represents superior value."

Duke Energy also reminds shareholders that it continues to be a condition of its
tender offers in Chile and in the U.S. that at least 3,680,947,436 shares
(representing 44.88 percent of Endesa's outstanding shares) be tendered in Duke
Energy's Chilean Offer and that this condition may not be met if shareholders
tender their shares in the Enersis remate.

<PAGE>

Duke Energy 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: http:/www.duke-enerqy.com.

CONTACTS:
BRYANT KINNEY
OFFICE: 704/382-2208
24-HOUR: 704/382-8333

<PAGE>

Exhibit (a)(70)

SHAREHOLDERS OF ENDESA, NOW YOU CAN DECIDE.

Duke Energy International has modified the terms of its offer: it will purchase
60% of the shares of Endesa at Ch$275 per share.

Due to the public statement of Endesa Espana that Enersis will not sell its
Endesa shares that represent a 25.28% of the total amount of shares, you
will be able to sell almost 100% of the shares that you have offered to
sell.

To help you compare this offer with that of Enersis, the following table shows
the real value of both offers for the shareholder.

<TABLE>
<CAPTION>
Step 1: Analyze the market
- ------------------------------------------------------------------------------
<S> <C>
TOTAL SHARES 100 %
- ------------------------------------------------------------------------------
LESS: Percentage of the shares that belong to Enersis 25.3%
- ------------------------------------------------------------------------------
LESS: Percentage of the shares in ADS 13.8%
- ------------------------------------------------------------------------------
SUBTOTAL: 60.7%
- ------------------------------------------------------------------------------
LESS: Shares protected by the 57 bis 5 %
- ------------------------------------------------------------------------------
LESS: Shares that probably will not be offered for sale 3 %
- ------------------------------------------------------------------------------
Percentage of shares that might be offered for sale in Chile 52.7%
- ------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Step 2: Analyze the offer
- ------------------------------------------------------------------------------
DUKE ENERGY ENERSIS
- ------------------------------------------------------------------------------
<S> <C> <C>
Price per share $275 $305
- ------------------------------------------------------------------------------
Percentage offered to buy in Chile 53% 25%
- ------------------------------------------------------------------------------
Proration (minimum percentage that will be bought 100% 47%
to each shareholder)
- -------------------------------------------------------------------------------
Number of shares that you offered to sell (for 10 10
example)
- -------------------------------------------------------------------------------
Number of shares that you really will sell 10 5
- -------------------------------------------------------------------------------
For the sale of your shares, you would obtain $2,755 $1,447
- -------------------------------------------------------------------------------
Number of remaining shares -- 5
- -------------------------------------------------------------------------------
Probable price of the remaining shares N/A $180
- -------------------------------------------------------------------------------
Value of the remaining shares N/A $946
- -------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Step 3: Compare the real value of both offers
- -------------------------------------------------------------------------------
<S> <C> <C>
TOTAL VALUE RECEIVED $2,755 $2,393
- -------------------------------------------------------------------------------
</TABLE>

By offering your shares for sale to Duke Energy International you will be a
partner of an energetic company, leader at a world level, in its project to
convert Endesa Chile into the premier energy generating company of South
America.

CONCLUSION: The tender offer of Duke Energy International is the most beneficial
for the shareholders of Endesa. Don't wait, take advantage of this great
opportunity!

This weekend BRUCE A. WILLIAMSON, PRESIDENT of DUKE ENERGY INTERNATIONAL, ALONG
WITH OTHER HIGH EXECUTIVES WILL RESPOND TO YOUR QUESTIONS at Moneda 877.

Come as soon as possible to place YOUR SALE ORDER AT MONEDA 877, Santiago, in
the offices of Banchile and of Banco de Chile or with its usual broker.

Remember that you have time ONLY UNTIL APRIL 20 AT 12:00 HRS. IN SANTIAGO and
until APRIL 19 AT 14:00 HRS. IN REGIONS, to execute your decision to sell.

If you need more information call Banchile at 800 20 28 20

(Logo) Duke Energy International
A Duke Energy Company

IMPORTANT: Banchile will receive sale orders this Saturday and Sunday, from
09:00 to 18:00 hrs., in its offices at Moneda 877 and Agustinas 979 Santiago;
Prat 877, Valparaiso and Lincoyan 475, Concepcion.

<PAGE>

<PAGE>
Exhibit (a)(71)

Speaker: Shareholders of Endesa!

Now you can decide!

Duke Energy International will purchase 60% of Endesa shares at Ch$275 per
share.

This is the best offer for Endesa shareholders, because they will be able to
sell almost 100% of the shares they tender.

Take advantage of this great opportunity!

The offices of Banchile will be open during this weekend, from 09:00 to 18:00
hours at Moneda 877 and Agustinas 979 in Santiago; Prat 877, in Valparaiso and
Lincoyan 475, Concepcion.

Remember: there is time only until Tuesday April 20 at 12:00 hours in Santiago
and until Monday 19 at 14:00 in Regions, to make effective your sale decision.

For further information call Banchile at 800 20 28 20