The paper considers the state of the ENP policy in the framework of the present institutional impasse of the EU. Even if the Lisbon Treaty enters in force, an acceptable functioning of a EU with 27 members can hardly be compatible with the permanence of the unanimity vote for the most important decisions, such as budgetary issues or enlargement. Further enlargement under these circumstances can be seen both as difficult and ill advisable: the more, and more heterogeneous, the members, the higher the probability that the requirement of unanimity may lead to disruptive strategic behaviour. Thus enlargement of the market, and legal approximation, can best take place, realistically speaking, in the framework of ENP. At the same time the assistance to recognized prospective members, who probably will not be able to enter in the foreseeable future, could well perform a role not too different from that of ENP, amounting substantially to a kind of ENP in disguise. In both cases we have the use of the typical instruments for the preparation of enlargement, but with some different stated objectives, and a different framework for financial assistance. So long as enlargement seems concretely possible the prospect of membership may continue to have additional incentive effects. The momentum for reform may however be lost if eventually the process is seen as to be never-ending. Some greater approximation to membership status can be provided by an extended ENP policy, but it seems highly unlikely that the internal dynamics of the EU will allow even the most compliant of the neighbours to enjoy the same economic advantages of actual membership, as the paradigm of “everything but institutions” would imply.