FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of June, 2006

Commission File Number: 333-132076

GAS NATURAL SDG, S.A.

(Translation of Registrant’s Name into English)

Av. Portal de L’Angel, 20-22

08002 Barcelona, Spain

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file

annual reports under cover Form 20-F or Form 40-F:

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K

in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨ No x

Indicate by check mark if the registrant is submitting the Form 6-K

in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨ No x

Indicate by check mark whether by furnishing the information

contained in this Form, the Registrant is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant

in connection with Rule 12g3-2(b): N/A

~~Gas~~Communications ~~Natural Website~~Management

This is a translation of a Spanish language press release,.

In case of discrepancies, the Spanish version will prevail.

~~The~~2006 ~~Jurado~~ORDINARY deGENERAL ~~Autocontrol~~SHAREHOLDERS’ ~~(Panel~~MEETING ~~for Self-Monitoring) sides with Gas Natural and~~

~~resolves~~GAS ~~that~~NATURAL ~~Endesa~~EXCEEDS ~~carried~~THE ~~out~~TARGETS ~~illegal~~SET ~~comparative~~FORTH IN ~~advertising~~ITS 2004-2008

•STRATEGIC ~~The Panel~~PLAN, anIN ~~ethics~~ITS ~~supervisory~~SECOND ~~body~~YEAR of the Association for the Self-Regulation of Commercial Communications (Self-Monitoring) (Asociación para la Autorregulación de la Comunicación Comercial (Autocontrol)) orders Endesa to cease the broadcast of a television commercial because it violates Rule 22 of the Code of Advertising Conduct.

• InThe ~~its~~General ~~resolution,~~Shareholders’ ~~the~~Meeting ~~Panel~~approved ~~indicated that “~~the ~~characteristics~~results ~~that~~of ~~are~~fiscal ~~the~~year ~~subject~~2005, ofwhich ~~the~~contemplate ~~comparison~~a ~~are~~16.7% ~~not~~increase ~~connected~~in ornet ~~analogous”~~income, and ~~that, furthermore, Endesa “is limited to making~~ a ~~blanket~~dividend ~~disqualification”~~increase of ~~GAS NATURAL~~18.3%.

• ~~The~~GAS ~~Advertising~~NATURAL’s ~~Panel~~president ~~dismissed~~and chief executive officer (consejero delegado) described to the ~~appeal~~shareholders ~~filed~~the bypositive ~~Endesa~~development ~~and~~of ~~confirmed~~the company’s activities, which successfully exceeded the targets set forth in its ~~decision~~Strategic Plan.

• The ~~Advertising~~company ~~Panel,~~makes anprogress ~~ethics~~in ~~supervisory~~upstream, ~~body~~consolidates ofits ~~the~~leadership ~~Association~~in ~~for~~midstream, ~~the~~positions ~~Self-Regulation~~itself ofas ~~Commercial~~a ~~Communications~~major ~~(Self-Supervision),~~electricity ~~has~~competitor ~~sided~~and ~~with~~maintains ~~GAS~~its ~~NATURAL~~lead and ~~has~~profitable ~~resolved~~growth ~~that Endesa,~~ in ~~one of its recent commercial advertising campaigns, has violated~~ the ~~mandatory~~gas ~~requirements~~distribution ~~of comparative advertising~~ and ~~has~~marketing ~~been limited to making a blanket disqualification of GAS NATURAL~~business.

~~The~~GAS ~~advertising~~NATURAL ~~campaign~~held ~~that~~its isOrdinary ~~the~~General Shareholders’ ~~subject~~Meeting oftoday, ~~the~~on ~~claim~~first bycall, ~~GAS~~approving ~~NATURAL~~the iscompany’s anperformance ~~advertisement~~and byresults ~~Endesa~~for inthe ~~which~~2005 ~~two~~fiscal ~~persons~~year, onas awell ~~divided~~as ~~screen,~~the ~~defend~~proposal ~~various~~to ~~offers~~increase ~~for~~dividends ~~gas~~by 18.3%, ~~one~~to of0.84 ~~them~~euros ~~from~~per ~~Endesa~~share.

OnDuring ~~March 31,~~his ~~2006~~presentation to the shareholders, the president of GAS NATURAL, ~~filed~~Salvador aGabarró, ~~complaint~~and ~~against~~its ~~this~~chief ~~advertisement~~executive ~~considering~~officer, ~~that~~Rafael itVillaseca, explained ~~was~~that ~~making~~the acompany, ~~comparison~~in ~~that~~the ~~was~~second ~~“illegal,~~year ~~since~~of itits ~~was~~2004-2008 ~~false~~Strategic Plan, ~~unnecessarily~~ ~~disdainful~~had ~~and~~successfully ~~attempted~~exceeded tothe ~~denigrate~~targets ~~its~~set ~~competitors~~forth in that plan.”

InThe president ~~its~~emphasized ~~resolution,~~ the ~~Advertising~~company’s ~~Panel~~current ~~accepts~~strategic ~~the~~position ~~arguments~~and ofcommitments, ~~GAS~~pointing ~~NATURAL in~~out ~~considering~~ that ~~the~~GAS ~~advertisement~~NATURAL ~~“does~~is ~~not~~making ~~provide~~progress ~~objective~~in ~~information on~~ the ~~characteristics~~upstream ofbusiness, ~~the~~consolidating ~~products~~its ofleadership ~~the~~in ~~advertiser nor of~~ the ~~company~~midstream ~~being implicitly referred to”~~business, ~~but~~has ~~instead only “compares Endesa’s business offer with the fundamental elements on which the communication and the competitor’s advertising messages hinge.”~~

LOGO

~~The~~positioned ~~Panel~~itself ~~concluded,~~as ina ~~its~~major ~~decision~~electricity competitor, ~~that~~and ~~“the~~is ~~characteristics~~maintaining ~~which~~its ~~are~~leadership ~~the~~and ~~subject~~profitable ofgrowth ~~comparison~~in ~~are~~the ~~not~~gas ~~connected~~distribution ~~or analogous”~~ and ~~that,~~marketing ~~furthermore, Endesa “is limited to making a blanket disqualification” of GAS NATURAL~~business.

ItSalvador ~~also~~Gabarró ~~states~~expressed ~~that Endesa~~to the shareholders GAS NATURAL’s ~~campaign~~commitment ~~violates~~to ~~Article~~achieve 22an ofoperating growth potential triggering an increase in financial aggregates and the ~~Code~~remuneration to its shareholders. He then pointed out the strategic targets of ~~Advertising~~achieving ~~Conduct~~approximately 13 million customers, ~~which~~targeted ~~provides~~for ~~that~~2008, ~~comparative~~achieving ~~advertising~~an ~~must~~electricity generation beshare ~~based~~of on10% ~~fundamental~~in Spain, ~~connected~~in ordinary regime, ~~analogous~~achieving leadership in the LNG business, and ~~objectively~~attaining ~~demonstrable~~15% ~~characteristics~~in equity gas in the long term.

~~Endesa’s~~The increase ~~appeal~~in financial aggregates will trigger an EBITDA of about 2,500 million ~~dismissed~~euros in fiscal year 2008 and an annual cumulative increase in net income in excess of 10%. Cumulative investment during the 2004-2008 period will be 8,800 million euros, as anticipated by the company when it unveiled its Strategic Plan.

OnFavorable ~~May 5,~~results ~~Endesa~~in ~~filed~~2005 ~~an appeal before the plenary Jurado de Autocontrol (Panel for Self-Monitoring) to reverse this decision, asserting that its advertising “is accurate and straightforward with consumers.”~~

OnThe ~~May 18,~~company’s ~~the~~chief ~~plenary~~executive ~~Jurado~~officer deRafael ~~Autocontrol~~Villaseca, ~~(Panel~~explained ~~for~~to ~~Self-Monitoring) dismissed~~ the ~~appeal~~shareholders ~~filed~~that byGAS ~~Endesa,~~NATURAL ~~and~~had ~~confirmed~~favorable ~~the~~results ~~prior~~in ~~decision~~2005, ~~upholding~~ ~~that~~despite ~~the~~a ~~advertisement~~difficult environment inand ~~question~~operating ~~violates~~conditions, ~~Rule~~and 22emphasized ofthat ~~the~~they ~~Code~~will ofcontinue ~~Advertising~~to ~~Code,~~exceed ~~and~~the ~~ordered~~targets ~~that~~set ~~the~~out ~~advertiser~~in ~~cease~~ the ~~disputed~~2004-2008 ~~advertisement~~Strategic Plan.

~~Autocontrol~~Rafael Villaseca ismentioned anthe ~~association~~strong ~~comprised~~increase ofin ~~advertisers,~~EBITDA ~~agencies~~(13.7%), ~~communications~~net ~~media~~income (16,7%) and ~~other~~dividends ~~commercial~~(18.3%), ~~communications~~based ~~service~~on ~~companies~~cash flows, ~~which prevents~~ and ~~resolves~~expressed ~~potential~~his ~~advertising~~confidence ~~disputes,~~that ~~establishing~~the apositive ~~framework of~~trends ~~ethics~~evident ~~for~~throughout ~~the~~2005 ~~development~~will ofmaterialize ~~responsible~~in ~~and~~2006, ~~truthful~~driving ~~commercial~~growth ~~communication~~and profitability.

~~Barcelona~~In this respect, ~~June~~it should be noted that, during the first quarter of 2006, GAS NATURAL had net income of 276.7 million euros and increased by 16.2% in comparison to the same period last year. Likewise, EBITDA was 507.9 million euros, reflecting an increase of almost 30%, and net sales totaled 3,107.1, ~~2006~~increasing 51.9% in comparison to the same period in 2005.

In his presentation at the Meeting, the chief executive officer pointed out that GAS NATURAL is currently the main gas company on the Iberian peninsula and the one Spanish utility company that has added more new customers in 2005.

LOGO

He also indicated that GAS NATURAL is the largest private gas distribution company in Latin America and the leader in customer intake, and that, during the last few years, it has held on to sustained growth in that geographical region, increasing its EBITDA of 152 million euros in 2003 to 317 million euros in 2005.

In Italy, where GAS NATURAL launched its activities only four years earlier, EBITDA already totaled 27 million euros in 2005, and sales of tariff gas and TPA grew 101.5% for a total of 2,730 GWh in 2005.

The fastest growing Spanish power generation utility company in the last five years

In the electricity business, EBITDA has doubled, with a total of 90 million euros. In fact, GAS NATURAL is the one Spanish utility company that has increased more its electricity generation share in the last five years and installed more combined cycle units in 2005. The company currently has 2,800 MW of installed power in combined cycles, of which 800 MW in Arrubal and 1,200 MW in Cartagena were integrated into the power generation market last year.

In 2005, GAS NATURAL took a step forward in the wind energy business with the acquisition of DERSA, and currently has 302 MW of installed power and projects in development for another 1,000 MW.

In the upstream and midstream gas business, GAS NATURAL has one of the largest methane tanker fleets in the Atlantic. In 2005, it formed Stream, a joint venture company with Repsol YPF, for midstream operations, and also agreed with Repsol YPF to participate in various upstream projects, such as Gassi Touil, now in the execution stage.

In his presentation to the shareholders, Rafael Villaseca also indicated that GAS NATURAL is the main gas purchaser in Spain and one of the leaders in the worldwide liquid natural gas (LNG) market. In 2005, it had total sales of 317,555 GWh , of which 211,895 GWh were in the Spanish liberalized market.

LOGO

Lastly, the chief executive officer stated that GAS NATURAL is the leading products energy company in Spain in multiservice products, with 1.47 contracts per customer at December 31, 2005.

Shareholders approved the dividend proposal

The Ordinary General Shareholders’ Meeting today approved the proposal of the company’s board of directors to increase the dividend by 18.3% for the 2005 fiscal year, to 0.84 euros per share, representing a total distribution of 376 million euros. This dividend represents an increase in payout to 50.2% in 2005.

The company has been undertaking a dividend policy aimed at steady remuneration to its shareholders by an increase in the dividend per share, which in recent years has had an annual cumulative growth of 26.3%. According to the company’s Strategic Plan, the payout will be between 52% and 55% in 2008.

About 1,000 persons, among them minority shareholders and guests, attended the Shareholders’ Meeting, in which there was approximately a quorum of 75%. The shareholders also approved the reelection of the directors, Salvador Gabarró (executive), Emiliano López Achurra (independent) and Caixa d’Estalvis de Catalunya (consejero dominical).

Barcelona, June 8, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	~~GAS NATURAL SDG, S.A.~~		GAS NATURAL SDG, S.A.
Date: June 2, 2006	By:	/s/ Carlos J. Álvarez Fernández
Date: June 8, 2006			By:	/s/ Carlos J. Álvarez Fernández
		~~Name:~~	~~Carlos J. Álvarez Fernández~~	Name:	Carlos J. Álvarez Fernández
		~~Title:~~	~~Chief Financial Officer~~	Title:	Chief Financial Officer

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