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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 6/30/05  Repsol Ypf SA                     20-F       12/31/04   13:1015                                   1193125

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report of a Foreign Private Issuer           HTML  5,503K 
 2: EX-1.1      By-Laws (Estatutos) of Repsol Ypf, S.A. as Amended  HTML    105K 
                          (Spanish Version)                                      
 3: EX-1.2      By-Laws (Estatutos) of Repsol Ypf, S.A. as Amended  HTML    105K 
                          (English Version)                                      
 4: EX-2.6      Repsol International Finance B.V.                   HTML     61K 
 5: EX-2.7      Amended and Restated Trust Deed Dated 11/10/2004    HTML    437K 
 6: EX-8.1      List of Significant Subsidiaries                    HTML    706K 
 7: EX-10.1     Consent of Deloitte, S.L.                           HTML      8K 
 8: EX-10.2     Consent of Pricewaterhousecoopers                   HTML      9K 
 9: EX-10.3     Consent of Gaffney, Cline & Associates              HTML     14K 
10: EX-10.4     Consent of Degolyer and Macnaughton                 HTML     10K 
11: EX-12.1     Certification                                       HTML     13K 
12: EX-12.2     Certification                                       HTML     13K 
13: EX-13.1     Section 906 Certification                           HTML     11K 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2004

Commission file number: 1-10220

Repsol YPF, S.A.

(Exact name of registrant as specified in its charter)

Kingdom of Spain

(Jurisdiction of incorporation or organization)

Paseo de la Castellana, 278—28046 Madrid, Spain

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

The number of certain outstanding shares of each class of stock of Repsol International Capital Limited benefiting from a guarantee of Repsol YPF, S.A. at December 31, 2004 was:

The number of outstanding shares of each class of stock of Repsol YPF, S.A. as of December 31, 2004 was:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  x    No  ¨

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17  ¨     Item 18  x

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CROSS REFERENCE SHEET

The following table provides cross reference between the contents of this annual report and the requirements of Form 20-F.

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 Oil and Gas Terms

The following terms have the meanings shown below unless the context indicates otherwise:

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 Conversion Table

1 tonne = 1,000 kilograms = 2,204 pounds

1 barrel = 42 U.S. gallons

1 tonne of oil = approximately 7.3 barrels (assuming a specific gravity of 34 degrees API (American Petroleum Institute))

1 barrel of oil equivalent = 5,615 cubic feet of gas = 1 barrel of oil, condensate or natural gas liquids

1 kilometer = 0.63 miles

1 million Btu = 252 termies

1 cubic meter of gas = 35.3 cubic feet of gas

1 cubic meter of gas = 10 termies

1,000 acres = approximately 4 square kilometers

 Presentation of Certain Information

Since January 1, 1999 Repsol YPF publishes its financial statements in euros. Repsol YPF prepares its financial statements in conformity with generally accepted accounting principles in Spain, referred to as Spanish GAAP. Spanish GAAP differs in important respects from U.S. generally accepted accounting principles, referred to as U.S. GAAP. See Note 27 to the audited Consolidated Financial Statements for the years ended December 31, 2004, 2003 and 2002 included elsewhere in this annual report for a description of the principal differences

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between Spanish and U.S. GAAP as they relate to Repsol YPF and for a reconciliation of net income and total shareholders’ equity for the periods and as of the dates indicated. See also Section 3.3 “Operating and Financial Review and Prospects––U.S. GAAP Reconciliation.”

Unless otherwise indicated, the information contained in this annual report reflects:

Unless otherwise indicated, where this annual report provides translations into euro of amounts denominated in or resulting from transactions effected in currencies other than the euro, the conversion has been effected at the relevant exchange rate on the effective date of the transaction for accounting purposes. All other translations into euros of amounts in currencies other than the euro in this annual report have been calculated, unless otherwise indicated, at the relevant exchange rate on December 31, 2004.

 Forward-looking Statements

This annual report, including any documents incorporated by reference, contains statements that Repsol YPF believes constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may include statements regarding the intent, belief or current expectations of Repsol YPF and its management, including statements with respect to trends affecting Repsol YPF’s financial condition, financial ratios, results of operations, business, strategy, geographic concentration, production volume and reserves, as well as the adoption of International Financial Reporting Standards in preparing our Consolidated Financial Statements beginning January 1, 2005 and Repsol YPF’s plans with respect to capital expenditures, business strategy, geographic concentration, cost savings, investments and dividend payout policies. These statements are not guarantees of future performance and are subject to material risks, uncertainties, changes and other factors which may be beyond Repsol YPF’s control or may be difficult to predict. Accordingly, Repsol YPF’s future financial condition, financial ratios, results of operations, business, strategy, geographic concentration, production volumes, reserves, capital expenditures, cost savings, investments and dividend payout policies could differ materially from those expressed or implied in any such forward-looking statements. Such factors include, but are not limited to, factors described in Repsol YPF’s filings with the Securities and Exchange Commission and, in particular, those described in Section 1.3 “Key Information about Repsol YPF––Risk Factors” and Section 3 “Operating and Financial Review and Prospects” in this annual report, including references to new pronouncements from the International Accounting Standards Board regarding International Financial Reporting Standards. Repsol YPF does not undertake to publicly update or revise these forward-looking statements even if experience or future changes make it clear that the projected results or condition expressed or implied therein will not be realized.

 References

In this annual report, references to “Repsol YPF,” “Repsol YPF Group,” “Group,” “we,” “us” and “our” refer to Repsol YPF, S.A. and its consolidated subsidiaries, unless otherwise specified.

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In this annual report, references to “Consolidated Financial Statements” are to Repsol YPF’s audited consolidated balance sheets as of December 31, 2004 and 2003 and Repsol YPF’s audited consolidated statements of income for the years ended December 31, 2004, 2003 and 2002.

In this annual report, references to “euro” or “€” are to the European Union euro, which is Spain’s legal currency, references to “dollars” or “$” or “US$” are to United States dollars, and references to “pesos” or “Ps.” are to Argentine pesos. A “billion” is a thousand million and a “trillion” is a thousand billion.

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 PART I

The following table presents selected consolidated financial data of Repsol YPF. You should read this table in conjunction with Section 3 “Operating and Financial Review and Prospects” and the Consolidated Financial Statements included elsewhere in this annual report.

The consolidated income statement data for each of the years in the three-year period ended December 31, 2004 and the consolidated balance sheet data as of December 31, 2004 and 2003 set forth below have been derived from, and are qualified in their entirety by reference to, the Consolidated Financial Statements and notes thereto included in this annual report. The consolidated income statement data for each of the years in the two-year period ended December 31, 2001 and the consolidated balance sheet data as of December 31, 2002, 2001 and 2000 set forth below have been derived from Repsol YPF’s consolidated financial statements, which are not included in this annual report.

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In reading Repsol YPF’s financial information provided above, you should be aware of all of the following information:

The following tables set forth, for the periods and dates indicated, information concerning the noon buying rate in New York City as certified for customs purposes by the Federal Reserve Bank of New York buying rate for cable transfers in euros, per US$1.00.

The “average” column in the first table above represents the average of the noon buying rates on the last day of each month during the relevant period.

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The Noon Buying Rate for the euro on June 29, 2005 was €0.83 = US$1.00.

For a discussion of Repsol YPF’s foreign currency exposure, see Section 9.2 “Quantitative and Qualitative Disclosure About Market Risk—Foreign Currency Exposure.”

Currency fluctuations will affect the dollar equivalent of the euro price of Repsol YPF’s shares on the Spanish stock exchanges and, as a result, are likely to affect the market price of the Repsol YPF American Depositary Shares (“ADSs”) on the New York Stock Exchange. Currency fluctuations will also affect the dollar amounts received by holders of Repsol YPF ADSs on conversion by the depositary of cash dividends paid in euros on the underlying ordinary shares.

World oil prices have fluctuated widely over the last 10 years and are subject to international supply and demand factors over which Repsol YPF has no control. Political developments throughout the world (especially in the Middle East), the outcome of meetings of the Organization of the Petroleum Exporting Countries (OPEC), the evolution of stocks of oil and products, the participation of speculators and hedge funds, the increase in demand in countries with strong economic growth, such as China, as well as significant conflicts, like the conflict in Iraq, can particularly affect the world oil market and oil prices. In 2004, the average international price for West Texas Intermediate (“WTI”) crude oil price was US$41.49 per barrel, compared to an average of US$24.99 per barrel for the period 1995-2004, with high and low annual averages of US$41.49 per barrel in 2004 and US$14.39 per barrel in 1998, respectively. Reductions in oil prices negatively affect Repsol YPF’s profitability, the valuation of its assets and its plans for capital investment including projected capital expenditures related to exploration and development activities. A significant reduction of capital investments may negatively affect Repsol YPF’s ability to replace oil reserves.

Natural gas prices in the various regions in which Repsol YPF operates tend to vary from one another as a result of significantly different supply, demand and regulatory circumstances, and such prices may be lower than prevailing prices in other regions of the world. In addition, excess supply conditions that exist in some regions cannot be utilized in other regions due to a lack of infrastructure and difficulties in transporting natural gas. Because of the significance of the overall investment in infrastructures, natural gas prices in regions where we operate are expected to remain lower than prevailing prices for natural gas produced in regions where there is strong natural gas demand and adequate transportation networks, such as in the United States.

In addition, Repsol YPF has entered into long term contracts to purchase and supply gas in different parts of the world. In order to supply its clients in Spain and other markets, Gas Natural SDG, in which Repsol YPF owns 30,9%, has entered into long term contracts to purchase natural gas from Algeria and Norway, as well as long term contracts to purchase LNG from Algeria, Nigeria and Qatar. These contracts have different price formulas, which could result in higher purchase prices than the price at which such gas could be sold in increasingly liberalized markets. Also, gas availability could be subject to risks of contract fulfillment from counterparties. Thus, it might be necessary to look for other sources of natural gas in the case of non-delivery from any of these sources, which could require payment of higher prices than those called for under such contracts.

Repsol YPF also has long term contracts to sell gas mainly to clients in Argentina, Bolivia, Brazil, Chile, Venezuela and Spain. These contracts present additional types of risks to the company as they are linked to current proved reserves in Argentina, Bolivia, Venezuela and Trinidad and Tobago. If sufficient reserves in those countries were not available, Repsol YPF might not be able to fulfill these contracts.

Any of the above items could materially adversely affect our business, results of operations and financial condition.

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As of December 31, 2004, approximately 29.34% of Repsol YPF’s assets were located in Argentina, corresponding for the most part to exploration and production activities. Also, in 2004, approximately 46.43% of Repsol YPF’s operating income was generated from activities in Argentina.

Since the end of 2001, companies that operate in Argentina have continued to encounter difficulties as a result of the serious economic and political crisis affecting Argentina. Monetary and currency exchange control measures, including restrictions on bank deposit withdrawals and tight restrictions on transferring funds abroad, suspension of payments by Argentina on its external debt and abrogation of the peso convertibility law (and the consequent depreciation of the peso against the dollar) had a significant negative impact on the Argentine economic system, resulting in a reduction of economic activity, increasing inflation and exchange rate volatility. These conditions adversely affected the financial condition of our Argentine subsidiaries and their results of operations and may continue to impair their ability to make distributions to us.

With the improvement in the political and economic condition of the country in 2003 and 2004, the regulatory environment applicable to the energy sector, which was deeply affected by the emergency measures adopted during the crisis, began to stabilize. However, since March 2004 and, as a consequence of a shortage in the domestic supply of natural gas and continued high international oil prices, the government has adopted additional measures that modify the regulatory environment. On the one hand, the government has approved an increase in well head gas prices for industries and electricity generators; on the other hand, it has imposed limits on the export of gas to Chile and has taken additional measures, including imposing limits on the supply of gas to industrial consumers. The government has increased the export tax for crude oil and LPG and has reintroduced the export tax for gasoline at 5%. Additionally, since May 28, 2004 exports of natural gas are subject to customs duties of 20%. In the domestic oil product market, translation of relatively high international prices into higher domestic prices has been delayed. These measures could have a negative impact on our business, financial condition and results of operation in Argentina.

As of the date of this report, Argentina had completed the restructuring of a substantial portion of its bond indebtedness, but such restructuring continues to be subject to litigation. In addition, an agreement with the International Monetary Fund (IMF) had not been reached. The failure to reach an agreement with the IMF could block Argentina’s further access to international financing, affecting the government’s ability to implement reforms required to restore stability, economic growth and public confidence.

In addition, Repsol YPF’s Argentine subsidiary YPF, S.A. is subject to the risk that the Argentine authorities impose restrictions limiting or prohibiting the export of natural gas and crude oil from Argentina. Any such export restrictions imposed on YPF, S.A. could materially and adversely affect Repsol YPF’s business and results of operations. See Section 2.3.2.7 “Regulation of the Petroleum Industry—Market Regulation.”

Repsol YPF’s business and results of operations have been, and may continue to be, materially and adversely affected by economic, political and regulatory risks and developments in Argentina. In particular, during the past years, the energy sector and YPF have been affected by lower sales volumes, difficulties in passing through the impact of prices of crude oil and derived products quoted in dollars to domestic prices fixed in pesos, difficulties in increasing domestic natural gas sale prices and the creation of a tax specifically targeted at the export of hydrocarbons.

The main economic risks we face because of our operations in Argentina are the following:

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Oil and gas exploration and production activities are subject to particular risks, some of which are beyond the control of Repsol YPF. These activities are subject to production, equipment and transportation risks, natural hazards and other uncertainties including those relating to the physical characteristics of an oil or natural gas field. The operations of Repsol YPF may be curtailed, delayed or canceled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of equipment and compliance with governmental requirements. If these risks materialize, Repsol YPF may suffer substantial losses and disruptions to its operations. These activities are also subject to the payment of royalties and taxation, which tend to be relatively higher than those payable in respect of other commercial activities.

In addition, Repsol YPF is dependent on the replacement of depleted oil and gas reserves with new proved reserves, and such replacement must be achieved in a cost-effective manner that permits subsequent production to be economically viable. Repsol YPF’s ability to acquire or discover new reserves is subject to a number of risks. For example, drilling may involve unprofitable efforts, not only with respect to dry wells, but also with respect to wells that are productive but do not produce sufficient net revenues to return a profit after drilling, operating and other costs are taken into account. In addition, crude oil and natural gas production blocks are typically auctioned by governmental authorities and Repsol YPF faces intense competition in bidding for such production blocks, in particular those blocks with the most attractive crude oil and natural gas potential reserves. Such competition may result in Repsol YPF’s failing to obtain desirable production blocks or result in Repsol YPF’s acquiring such blocks at a higher price, which would not permit subsequent production to be economically viable.

If the Repsol YPF Group fails to acquire or discover, and, thereafter, develop new oil and gas reserves on a cost-effective basis, its business, results of operations and financial condition would be materially and adversely affected.

The oil industry is subject to extensive regulation and intervention by governments throughout the world in such matters as the award of exploration and production interests, the imposition of specific drilling and exploration obligations, restrictions on production, price controls, required divestments of assets and foreign currency controls over the development and nationalization, expropriation or cancellation of contract rights. Such legislation and regulations apply to virtually all aspects of Repsol YPF’s operations inside and outside Spain, and may change. In Spain, for example, the government regulates maximum price levels for LPG and natural gas.

In addition, the terms and conditions of the agreements under which Repsol YPF’s oil and gas interests are held generally reflect negotiations with governmental authorities and vary significantly by country and even by field within a country. These agreements generally take the form of licenses or production sharing agreements. Under license agreements, the license holder provides financing and bears the risk of the exploration and production activities in exchange for resulting production, if any. Part of the production may have to be sold to the state or the state-owned oil company. License holders are generally required to pay royalties and income tax.

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Production sharing agreements generally require the contractor to finance exploration and production activities in exchange for the recovery of its costs from part of production (cost oil), and the remainder of production (profit oil) is shared with the state-owned oil company.

Repsol YPF has operations in many countries throughout the world, including Iran. U.S. legislation, such as the Iran and Libya Sanctions Act of 1996, as amended and extended by the ILSA Extension Act of 2001 (the “Sanctions Act”), may impact Repsol YPF’s operations in Iran. For example, the Sanctions Act requires the President of the United States to impose two or more of certain enumerated sanctions under certain circumstances on companies which engage in trade with or investment activities in Iran. These sanctions include, among others:

Repsol YPF cannot predict changes in U.S. legislation or interpretations of, or the implementation policy of the U.S. government with respect to, U.S. legislation, including the Sanctions Act.

Repsol YPF is subject to extensive environmental laws and regulations in almost all the countries in which it operates, which regulate, among other matters affecting Repsol YPF’s operations, environmental quality standards for products, air emissions and climate change, water discharges, remediation of soil pollution and the generation, handling, storage, transportation, treatment and disposal of waste materials. These laws and regulations have had and will continue to have a substantial impact on Repsol YPF’s operations. Repsol YPF’s operations are subject to certain environmental risks that are inherent in the oil and gas industry and which may arise unexpectedly and result in material adverse effects on Repsol YPF’s business, financial condition and results of operations.

Substantial portions of Repsol YPF’s hydrocarbons reserves are located in countries outside the EU, certain of which may be politically or economically less stable than EU countries. At December 31, 2004, 95.8% of Repsol YPF’s net proved hydrocarbons reserves were located in Latin America and 3.9% in North Africa and the Middle East. Reserves in developing countries as well as related production operations may be subject to risks, including increases in taxes and royalties, the establishment of limits on production and export volumes, the compulsory renegotiation of contracts, the nationalization or denationalization of assets, changes in local government regimes and policies, changes in business customs and practices, payment delays, currency exchange restrictions and losses and impairment of operations by actions of insurgent groups. See Section 2.2.1 “Information on Repsol YPF—Operations—Exploration and Production.” In addition, political changes may lead to changes in the business environment in which Repsol YPF operates. Economic downturns, political instability or civil disturbances may disrupt distribution logistics or limit sales in the markets affected.

Repsol YPF faces exchange rate risk because the revenues and cash receipts it receives from sales of crude oil, natural gas and refined products are generally denominated in U.S. dollars or influenced by the U.S. dollar exchange rate, while a significant portion of Repsol YPF’s expenses are denominated in the local currency of the countries where it operates, principally the euro and the Argentine peso. While an increase in the value of the U.S. dollar against these currencies tends to increase Repsol YPF’s net income, such an increase would also increase the value of Repsol YPF’s debt as the majority of its debt is denominated in U.S. dollars (either directly or synthetically through currency forward contracts). By contrast, a decrease in the value of the U.S. dollar against these currencies tends to decrease Repsol YPF’s net income and reduce the value of its debt. In addition, Repsol YPF publishes its financial statements in euro by translating assets and liabilities expressed in currencies other than euro at period-end exchange rates and revenues and expenses expressed in currencies other than the

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euro at average exchange rates for the period. Fluctuations in the exchange rates used to translate these currencies into euro could have a material adverse effect on Repsol YPF’s financial statements expressed in euros.

Repsol YPF commenced operations in Bolivia in 1994, where we currently carry out oil and gas exploration and production activities and LPG distribution activities. During 2004, our operations in Bolivia accounted for approximately 1.1% of our consolidated operating revenues and 1.4% of our consolidated operating income. As of December 31, 2004, approximately 3.2% of Repsol YPF’s total consolidated assets were located in Bolivia.

In July 2004, the then-President Carlos Mesa held a referendum on the future of the country’s oil and gas industry in which Bolivians voted to permit natural gas exports, exert more control over the industry and increase taxes on natural gas. However, during the first months of 2005, there have been protests in Bolivia calling for, among other things, greater state involvement in the oil and gas industry. In May 2005, the Bolivian Congress voted to impose an additional 32% tax on oil and gas production in Bolivia pursuant to the new hydrocarbon law. Protests continued, however, and the protestors began to demand, among other things, the nationalization of Bolivia’s natural gas industry. In connection with these protests, Mr. Mesa resigned as President on June 9, 2005. Mr. Mesa was replaced by Eduardo Rodriguez Veltzé, the President of the Supreme Court, who has stated his intention of calling general elections in the short-term. This could lead to a new government more broadly supported in Congress than that of Mr. Mesa. Regulations implementing the new hydrocarbon law have not yet been fully promulgated and, therefore, the impact of such law and regulations cannot be assessed.

The protests in Bolivia have not to date materially impaired Repsol YPF’s facilities or the Bolivian oil and gas infrastructure or materially affected Repsol YPF’s oil and gas production. However, during the days immediately prior to Mr. Mesa’s resignation, the production at four of our northern gas fields was temporarily shut down in accordance with the applicable safety contingency plan, which fields had an average production of 12,500 barrels of oil equivalent per day. This temporary shut down represented a total reduction of 74,800 barrels of oil equivalent (7,300 barrels of liquids and 67,500 barrels of oil equivalent of natural gas).

We believe that exports of natural gas to Argentina and Brazil, which represent Repsol YPF’s principal business in Bolivia, have not been affected by the situation, and we expect that production in Bolivia will not be reduced. However, it is likely that exports and production will not increase as rapidly as we have previously estimated. Consequently, the future plan to increase natural gas supply to Argentina may be materially delayed and the consequences of such delay cannot be estimated.

There can be no assurance that Bolivia’s new President will be able to implement policies that will curtail the current protests or avoid future protests regarding the country’s oil and gas regulatory framework or that political instability and regulatory changes in Bolivia, such as increases in taxation or royalties, revocation of concessions and licenses or nationalization of assets, will not have a material adverse effect on our business, financial condition and results of operations.

The petrochemicals industry is subject to wide fluctuations in supply and demand reflecting the cyclical nature of the chemicals market at regional and global levels. These fluctuations affect prices and profitability for petrochemicals companies, including Repsol YPF. Repsol YPF’s petrochemicals business is also subject to extensive governmental regulation and intervention in such matters as safety and environmental controls.

In 2004, we prepared our financial statements in accordance with Spanish GAAP, and prepared a reconciliation of certain items to U.S. GAAP, as required by SEC regulation. Under current European Union (EU) law, listed EU companies had to apply from January 1, 2005 the International Financial Reporting Standards (IFRS) adopted by the EU in preparing their consolidated financial statements.

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Applying these standards to our consolidated financial statements will imply a change in the presentation of our financial information, since the financial statements will include more components and reflect classification differences, and additional disclosure will be required. Additionally, there will be a change in the valuation of certain items. Regarding the former, at this moment it is not possible to determine the exact impact that this new regulation will entail compared to Spanish GAAP, since new pronouncements from the International Accounting Standards Board (IASB), or pronouncements that are not endorsed by the European Union (EU) prior to the preparation of our December 31, 2005 consolidated financial statements, may have an impact on our financial statements. Regarding the latter, we have performed a preliminary analysis of how the adoption of IFRS will impact our financial condition and results of operations. Based on this analysis, we estimate that our total shareholder’s equity would have been €10,856 million at January 1, 2004 under IFRS, compared to €13,632 million under Spanish GAAP. As of the date of this Annual Report on Form 20-F we believe such a decrease in our shareholders’ equity, when measured under IFRS at December 31, 2005, will not cause our loan covenants to become more restrictive. We cannot assure you, however, that we will not experience any further decreases in our shareholders’ equity or that our net income or net debt, each as calculated under IFRS, will not decrease or increase, respectively, when we prepare our 2005 consolidated financial statements under IFRS.

For additional information concerning significant differences identified between IFRS and Spanish GAAP, see Section 3.2 “Factors Affecting Repsol YPF’s Consolidated Results of Operations—Preliminary Guidance on Differences Between IFRS and Spanish GAAP”.

Repsol YPF is a limited liability company (sociedad anónima) duly organized on November 12, 1986 and existing under the laws of the Kingdom of Spain. The address of Repsol YPF is Paseo de la Castellana 278, 28046 Madrid, Spain and its telephone number is 011-34-91-348-8000.

Repsol YPF is an integrated oil and gas company engaged in all aspects of the petroleum business, including exploration, development and production of crude oil and natural gas, transportation of petroleum products, LPG and natural gas, petroleum refining, petrochemical production and marketing of petroleum products, petroleum derivatives, petrochemicals, LPG and natural gas.

Repsol YPF began operations in October 1987 as part of a reorganization of the oil and gas businesses then owned by Instituto Nacional de Hidrocarburos, a Spanish government agency which acted as a holding company of government-owned oil and gas businesses. In April 1997, the Spanish government sold in a global public offering its entire remaining participation in Repsol YPF. During 1999, and as part of its international growth strategy, Repsol YPF acquired, through a series of acquisitions, YPF, a leading Argentine petroleum company and the former state oil and gas monopolist in Argentina. Since 1999, Repsol YPF has acquired additional shares of YPF and, as of December 31, 2004, Repsol YPF owned 99.04% of YPF.

On June 28, 2000, the general meeting of shareholders approved the change of the company’s name from Repsol, S.A. to Repsol YPF, S.A.

Through the acquisition of YPF, Repsol YPF sought to achieve a balance between upstream and downstream operations, position itself as a market leader in Latin America, achieve operating and capital expenditure synergies and consolidate its business scale and financial strength. As part of its integration strategy, Repsol YPF has disposed of specific assets which do not correspond to its core businesses outlined above or to its core geographic areas, which include Spain, Latin America and North Africa.

For a description of our principal capital expenditures and divestitures, see Section 3.8.2 “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Investments and Divestitures.”

Below is a simplified organizational chart of Repsol YPF’s significant subsidiaries as of December 31, 2004, including the subsidiaries’ country of incorporation and main activities and Repsol YPF’s ownership interest in the subsidiaries. For a complete list of Repsol YPF’s subsidiaries, see Repsol YPF’s Consolidated Financial Statements.

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Repsol YPF engages in all aspects of the petroleum business, including exploration, development and production of crude oil and natural gas, transportation of petroleum products, LPG and natural gas, petroleum refining, petrochemical production and marketing of petroleum products, petroleum derivatives, petrochemicals, LPG and natural gas. Until January 2005, Repsol YPF organized its business along the following areas of activities: Upstream (Exploration and Production and LNG); Downstream (Refining and Marketing, LPG and Trading); Chemicals; and Gas and Electricity.

Repsol YPF has operations in 32 countries, the most significant of which are Spain and Argentina. Repsol YPF has a unified global corporate structure with headquarters in Madrid, Spain and Buenos Aires, Argentina. Repsol YPF manages its business as a fully-integrated organization at both the operational and organizational levels. Key functions such as strategic planning, control, finance and human resources are centrally coordinated.

In October 2004, the Board of Directors elected Antonio Brufau as the new Executive President (Chief Executive Officer).

In January 2005, Repsol YPF approved a new organizational structure which, under the leadership of its Chairman and Chief Executive Officer, reflects the following four key goals:

The new organizational structure emphasizes Repsol YPF’s major managerial priorities—the business areas of Exploration, Production and LNG (Upstream) and Refining, Marketing, Chemicals and LPG (Downstream)—as well as its leading position in Latin America, where approximately 50% of Repsol YPF’s assets are located. Given Argentina’s particular importance to Repsol YPF’s business, financial condition and results of operations, Repsol YPF will seek to strengthen its management and institutional presence in the country.

Consequently, the new organizational structure, which simplifies Repsol YPF’s previous corporate structure, includes three strategic business areas, which report directly to the Chief Executive Officer:

The new organizational structure transfers to the business areas the functions and resources relating to planning and budgets and also includes five divisions which report directly to the Chief Executive Officer:

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The Divisions of Corporate Audit and Reserves Control, which operate under the Corporate Division of Finance and Corporate Services, report to the Audit Committee of the Board of Directors.

Repsol YPF’s Strategic Plan for the period 2005-2009, presented to analysts, institutional investors and employees on May 31, 2005, outlines Repsol YPF’s major lines of action for this period and is based upon the following five fundamental bases, which together represent a commitment towards greater profitability for the shareholder:

1. Cost Reduction

2. Transformation of the Asset Portfolio

3. Growth in Upstream and LNG

4. Optimizing the Strategic Business Areas of Argentina, Bolivia and Brazil (ABB) and Downstream

5. Financial Discipline.

Cost Reduction. Operational excellence at all levels is key to maintaining the profitability of mature business areas. Repsol YPF therefore will endeavor to optimize costs in all business areas, to improve energy efficiency, to pass corporate functions to the business areas, thereby simplifying the management process, and to improve the purchasing function and optimize logistics.

Transformation of the Asset Portfolio. A detailed review of the portfolio will be carried out to identify assets of low profitability or whose value could be higher for third parties. Dynamic management of the asset portfolio will permit Repsol YPF to concentrate investments in business sectors and geographical areas of high value and to withdraw investment from areas or sectors that are not considered strategic.

Growth in Upstream and LNG. Upstream is expected to be the driver of Repsol YPF’s growth in the period 2005-2009. Repsol YPF’s goals in this area for the period are the following:

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Optimizing the Strategic Business Areas of Argentina, Bolivia and Brazil (ABB) and Downstream. Repsol YPF’s goals in this area for the period are the following:

Financial Discipline. When setting its capital structure policy, Repsol YPF’s goals in this area for the period are the optimization of cost of capital, to have permanent access to markets and to minimize Repsol YPF’s vulnerability to any type of economic shock. These goals translate into a policy that aims to achieve a financial strength level consistent with market spreads for its debt in line with the average spreads of companies rated single A or higher.

Repsol YPF’s Strategic Plan for 2005-2009 represents a renewed commitment to its shareholders, customers, employees, partners, suppliers and the public and marks the beginning of a step-by-step transformation of Repsol YPF’s management culture, which will be based on decentralization, orientation towards the markets, corporate social responsibility and the development of “best practices”.

The Strategic Business Areas of Repsol YPF will develop their strategies according to the following general lines:

Upstream: Engine of profitable growth

Within this program for growth in Upstream, Repsol YPF has chosen assets related to the production of natural gas, especially LNG, and particularly for the integrated projects of Gassi Touil (Algeria), for its high potential, and for Persian LNG (Iran) as a long-term option.

Argentina, Bolivia and Brazil (ABB): An integrated, profitable business

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Downstream: Leadership position in growing markets

The main prudent assumptions (“reference conditions”) for the business environment that management used for estimating the strategic targets were: (i) reference prices of Brent crude oil of 25 US$/bbl, (ii) natural gas reference prices of 4 US$/mBtu (Henry hub), (iii) exchange rates of 1.2 US$/€ and (iv) a tax rate of 35%.

The following information and discussion is based on Repsol YPF’s organizational structure in place during 2004. See Section 2.1.2 “Information on Repsol YPF—Repsol YPF—Organization of Repsol YPF” for a discussion of certain changes to our organizational structure in January 2005.

Below are summaries of operating revenues of Repsol YPF by line of business and geographic area:

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Below is a summary of selected operating data of Repsol YPF:

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In 2004, global economic growth was approximately 5.0% and, in light of the fact that emerging economies grew at an even faster pace (approximately 7.0%), growth in global oil demand amounted to approximately 3.0 millions of barrels.

Argentina continued to recover in 2004 with 9% growth, following 8.8% growth in 2003.

The Spanish economy grew by 3.1% during 2004, following growth of 2.9% in 2003.

The major characteristic of the oil market in 2004 was the high prices that oil has reached. The average WTI price per barrel rose US$10 to US$41.5, while the average Brent price per barrel rose US$9.5 to reach an average of US$37.9. Furthermore, this trend towards rising prices has been followed by high volatility and uncertainty.

The major determining factor of the price increase during 2004 was the extraordinary growth in global oil demand. The fact that this factor was not anticipated by analysts and official agencies stimulated even more market volatility. At the same time, another key factor in the recent price evolution was the reduction in OPEC´s surplus capacity to historically minimum levels. In addition, a strained geopolitical scenario contributed to the belief that OPEC’s surplus capacity of 1-1.5 million barrels per day was an insufficient buffer in a volatile market.

High oil prices have created a favorable environment for oil companies focused on Upstream to create value. In addition, the sustainability of prices during 2004 has also helped to increase oil companies’ investment incentives.

The demand for lighter products in the United States and in Asia and the increase in the supply of heavier crudes on the part of the OPEC, have also favored a notable increase in crude oils spreads. Due to high product prices and wider heavy crude oil spreads, the worldwide refining market continued to enjoy high margins in 2004, which exceeded those in 2003.

As in the case of Upstream, the reported results of operations of European companies continued to be adversely affected by the weakness of the dollar compared to the euro.

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Average international margins in the petrochemical industry in 2004 can be characterized as mid-cycle, compared to those in 2003. Compared to 2003, the higher margins for urea and methanol, due to higher sale prices of natural gas in the United States, and higher margins for basic petrochemicals, stand out.

The natural gas sector, which is generally considered to have the greatest growth opportunities globally, continued to grow in Asia and America. Consequently, the LNG market has consolidated its global expansion.

Asia has historically driven the development of LNG markets. In 2000, Japan, Korea and Taiwan represented more than 70% of global LNG consumption. Whilst this figure has decreased in recent years because of new markets in the United States and the European Union, the trend could shift back towards Asia due to the fact that China and India are now LNG importers. However, in the short term, demand for LNG in 2005 in the Asia Pacific area is not expected to represent more than 65% of world demand. China and India have seen demand exceed their domestic production, and therefore reclassification projects have been undertaken in both countries. In China, one plant is under construction and three additional projects have been proposed, while in India two plants have recently begun operations, one plant is under construction and two additional projects have been proposed.

In addition to these emerging markets, demand for LNG in the United States is experiencing strong growth due to new combined cycle electricity generators and the decline in domestic production both in the United States and Canada. Existing terminals in the United States are currently under expansion, and there are more than 10 projects for new LNG regasification facilities in the United States and Mexico that have filed paperwork with the relevant authorities to obtain the necessary permits for construction. Some of them have already obtained all necessary permissions and construction may begin in the following months.

In order to meet the growing demand for LNG, there are several projects that will commence operations in the following years. LNG production capacity is expected to grow up to 10% in 2005 and, according to different forecasts, global LNG production capacity will increase more than 50% over the next five years. New projects continue to be developed in countries such as Australia, Russia, Norway, Egypt and Trinidad and Tobago. These projects, together with others in Africa and the Middle East, are expected to increase annual global liquefaction capacity by more than 100 million tonnes per year by 2010.

Repsol YPF’s net income for 2004 decreased by 3.5% to €1,950 million. Cash flow from operating activities was €4,237 million compared to €5,373 million in 2003. Net income per share decreased from €1.65 in 2003 to €1.60 in 2004.

Operating income in 2004 was €4,547 million as compared to €3,860 million in 2003.

In 2004, there were extraordinary items amounting to €682 million, most of which (€667 million) were booked in the fourth quarter of 2004.

In 2004, the world economy grew faster than at any time in the past thirty years. The strength of global demand, particularly in emerging economies, led to increased prices in the petroleum, gas and oil product markets.

Repsol YPF’s operating performance was the result of improvements in all of its business areas, which throughout 2004 posted a considerable rise in operating income. The refining area performed well with a 36.2% increase in operating income and record high margins. Meanwhile, in exploration and production, operating income rose by 12.2% to €2,638 million and average oil and gas production increased by 3%. Chemicals registered a 63.2% growth, and operating income from gas and power activities increased by 29.2%.

Repsol YPF’s net debt was €4,920 million at December 31, 2004, falling €127 million from €5,047 million at December 31, 2003. The international rating agencies, Moody’s and Standard & Poor’s, have upgraded Repsol YPF’s long-term debt rating in light of Repsol YPF’s sound operating and financial performance.

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See Section 3.8.1 “—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Financial Condition” for a reconciliation of net debt to total debt and an explanation as to why Repsol YPF believes “net debt” is a useful figure for investors.

Exploration and Production (“E&P”) accounted for approximately 58%, 61% and 54% of Repsol YPF’s operating income in 2004, 2003 and 2002, respectively.

E&P includes the exploration and production of crude oil and natural gas in different parts of the world. Repsol YPF’s oil and gas reserves are located in Latin America (Argentina, Bolivia, Trinidad and Tobago, Venezuela, Brazil, Ecuador and Colombia), North Africa (Libya and Algeria), the Middle East, Spain and the United States.

Repsol YPF conducts its E&P activities through YPF, Repsol Exploración, Repsol YPF Bolivia and Repsol YPF Brasil.

Repsol YPF’s other E&P activities include the liquefaction of natural gas in Trinidad and Tobago, the sale and transportation of LNG and the supply and retail sale of natural gas and natural gas liquids in Argentina.

Repsol YPF estimates that at December 31, 2004 it had proved net oil and gas reserves of approximately 4,926 million barrels of oil equivalent, a 9.34% decrease in comparison to 5,433 million barrels of oil equivalent at December 31, 2003. Reserves at December 31, 2003 represented a 3.27% increase from 5,261 million barrels of oil equivalent at December 31, 2002. The decrease in proved net oil and gas reserves as of December 31, 2004 compared to such reserves as of December 31, 2002 was 6.37%. The reserves replacement ratio, excluding acquisitions and sales made during each respective year, was -19.6% and 25.0% of the annual production in 2004 and 2003, respectively, or -18.9% and 141.7% of the annual production in 2004 and 2003, respectively, including new acquisitions and sales. Independent engineers (DeGolyer & MacNaughton and Gaffney, Cline & Associates) concluded their review of 100% of the reserve assets during the fiscal year, ending the three-year cycle that began in 2002, in accordance with the company’s commitment to transparency.

The reserves replacement ratios were calculated and based on the figures presented in the Proved developed and undeveloped reserves of crude oil, condensed oil and LPG and natural gas table of the “Supplementary information on oil and gas exploration and production activities” in Notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 20-F:

As a result of the joint analysis with independent engineers and additional information from various fields, proved reserves have decreased by 222.7 million barrels of oil equivalent (4.1% of the initial reserves). The main negative revisions have affected the non-operated fields in Trinidad and Tobago, Argentina (Ramos, Aguaragüe, etc.), Brazil and the operated field in Loma de la Lata in Argentina. In addition, the effect of the Production

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Sharing Contracts caused a decrease of 15.8 million barrels of oil equivalent. However, revisions in Bolivia and Venezuela were positive.

At December 31, 2004, Repsol YPF had oil and gas exploration and production interests in 24 countries, through concessions and contractual agreements, either directly or through its subsidiaries. Repsol YPF acted as operator in 20 of those countries. In the summer of 2004, Repsol YPF obtained, through direct negotiations, the rights to Block 17 in Liberia, and in January 2005 it was awarded Block 16. In both cases it is awaiting official publication of the grant by Liberian authorities.

Unless otherwise indicated below, Repsol YPF estimated its proved oil and gas reserves as of December 31, 2004, 2003 and 2002 in accordance with guidelines established by the Securities and Exchange Commission and accounting principles set by the Financial Accounting Standards Board. These standards require that reserve estimates be prepared under existing economic and operating conditions with no provision for price and cost escalations except by contractual arrangements.