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FORM 18-K/A

Amendment No. 3

For Foreign Governments and Political Subdivisions Thereof

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANNUAL REPORT
of

THE REPUBLIC OF ITALY

(Name of Registrant)

Date of end of last fiscal year: December 31, 2007

SECURITIES REGISTERED*

(As of close of the fiscal year)


	Amounts as to which registration	Names of exchanges on which
Title of Issues	is effective	registered
N/A^*	N/A	N/A

Name and address of Authorized Agent of the Registrant in the United States to receive notices and communications
from the Securities and Exchange Commission:

THE HONORABLE GIOVANNI CASTELLANETA
Italian Ambassador to the United States
3000 Whitehaven Street, N.W.
Washington, D.C. 20008

It is requested that copies of notices and communications from the Securities and Exchange Commission be sent to:

RICHARD A. ELY, ESQ
and
LORENZO CORTE, ESQ
Skadden, Arps, Slate, Meagher & Flom (UK) LLP
40 Bank Street,
Canary Wharf
London E14 5DS
England


*		The Republic of Italy files Annual Reports on Form 18-K voluntarily in order for The Republic of Italy to incorporate such Annual Reports into its shelf registration statements.

This amendment to the annual report of the Republic of Italy (the “Republic”) on Form 18-K for the year end December 31, 2007 comprises:

(a)		Pages numbered 1 to 4 consecutively.

(b)		The following exhibits:



Exhibit 1	—	Pricing Agreement, dated as of September 28, 2009, between the Republic of Italy and the Underwriters named therein, relating to the Republic’s US$2,500,000,000 2.125% Notes due October 5, 2012;

Exhibit 2	—	Form of 2.125% Note due October 5, 2012;

Exhibit 3	—	Names and addresses of the Underwriters of the Republic of Italy’s 2.125% Notes due October 5, 2012;

Exhibit 4	—	Itemized list of estimated expenses incurred or borne by or for the account of the Republic of Italy in connection with the sale of the 2.125% Notes due October 5, 2012; and

Exhibit 5	—	Opinion, dated October 5, 2009, of Dottoressa Elena Comparato, Head of Unit VII of the Legal Affairs Directorate of the Treasury Department - Ministry of Economy and Finance of the Republic of Italy relating to the Republic of Italy’s US$2,500,000,000 2.125% Notes due October 5, 2012.

This amendment to the annual report is filed subject to the Instructions for Form 18-K for Foreign Governments and Political Subdivisions thereof.

TABLE OF CONTENTS


SIGNATURE
EXHIBIT INDEX
EX-99.1
EX-99.2
EX-99.3
EX-99.4
EX-99.5

SIGNATURE

Pursuant to the requirements of the United States Securities Exchange Act of 1934, the registrant Republic of Italy has duly caused this Amendment No. 3 to the Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Rome, Italy on the 16^th day of October 2009.


REPUBLIC OF ITALY
By:	/s/ Maria Cannata
	Name:	D.ssa Maria Cannata
	Title:	Director General — Treasury Department — Direction II Ministry of Economy and Finance

EXHIBIT INDEX


Exhibit		Description	Page No.

	1	Pricing Agreement, dated as of September 28, 2009, between the Republic of Italy and the Underwriters named therein, relating to the Republic’s US$2,500,000,000 2.125% Notes due October 5, 2012

	2	Form of 2.125% Note due October 5, 2012

	3	Names and addresses of the Underwriters of the Republic of Italy’s 2.125% Note due October 5, 2012

	4	Itemized list of estimated expenses incurred or borne by or for the account of the Republic of Italy in connection with the sale of the 2.125% Note due October 5, 2012

	5	Opinion, dated October 5, 2009, of Dottoressa Elena Comparato, Head of Unit VII of the Legal Affairs Directorate of the Treasury Department - Ministry of Economy and Finance of the Republic of Italy relating to the Republic of Italy’s US$2,500,000,000 2.125% Note due October 5, 2012

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Table of Contents

Table of Contents

Table of Contents