As filed with the Securities and Exchange Commission on November 13, 2008
                                                            File No.  333-155035
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                        POST EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM F-6
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
         For Depositary Shares Evidenced by American Depositary Receipts

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

                          UNIPOL GRUPPO FINANZIARIO SPA
   (Exact name of issuer of deposited securities as specified in its charter)

                                      ITALY
            (Jurisdiction of incorporation or organization of issuer)

                                 CITIBANK, N.A.
             (Exact name of depositary as specified in its charter)

                                 399 Park Avenue
                            New York, New York 10043
                                 (212) 816-6690
    (Address, including zip code, and telephone number, including area code,
                            of depositary's principal
                               executive offices)

                 CITIBANK, N.A. - DEPOSITARY RECEIPTS DEPARTMENT
                              388 Greenwich Street
                            New York, New York 10013
                                 (212) 816-6690
  (Name, address, including zip code, and telephone number, including area code
                              of agent for service)

                                   Copies to:
                          Walter G. Van Dorn, Jr., Esq.
                           Thacher Proffitt & Wood LLP
                           Two World Financial Center
                            New York, New York 10281
                                 (212) 912-7400

It is proposed that this filing become effective under Rule 466:
                                          |_|   immediately upon filing.
                                          |_|   on (Date) at (Time).

If a separate registration statement has been filed to register the deposited
shares, check the following box: |_|

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                    DE-REGISTERING AMERICAN DEPOSITARY SHARES
                    EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

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

      The fifty million (50,000,000) American depositary shares, which were
registered under Registration Statement No. 333-155035 and have not been issued
prior to the date hereof, are hereby being de-registered effective immediately.



                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this post-effective amendment
no. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on November 13, 2008.

                                      Legal entity created by the agreement set
                                      forth in the American depositary receipts
                                      evidencing American depositary shares
                                      representing shares of common stock of
                                      Unipol Gruppo Finanziario Spa

                                      CITIBANK, N.A., as Depositary


                                      By: /s/  Susan A. Lucanto
                                          -----------------------
                                          Name:  Susan A. Lucanto
                                          Title: Vice President