BY-LAWS

                             OF

                     THE ITALY FUND INC.

                   A Maryland Corporation



                          ARTICLE 1

                        STOCKHOLDERS


     SECTION 1. Annual Meetings.  The annual meeting of the
stockholders of The Italy Fund Inc. (the Corporation)
shall be held on a date fixed from time to time by the Board
of Directors within the thirty-one (31) day period ending
four (4) months after the end of the Corporation's fiscal
year.  An annual meeting may be held at any place in or out
of the State of Maryland as may be determined by the Board
of Directors as shall be designated in the notice of the
meeting and at the time specified by the Board of Directors.
Any business of the Corporation may be transacted at an
annual meeting without being specifically designated in the
notice unless otherwise provided by statute, the
Corporation's Articles of Incorporation or these By-Laws.
Stockholder proposals, including director nominations, must
be submitted to the Corporation no later than ninety (90)
days prior to the proxy mailing date for the prior year's
annual stockholder meeting.

     SECTION 2.  Special Meetings.  Special meetings of the
stockholders for any purpose or purposes, unless otherwise
prescribed by statute or by the Corporation's Articles of
Incorporation, may be held at any place within the United
States, and may be called at any time by the Board of
Directors, the Chairman of the Board or the President, and
shall be called by the Chairman of the Board, the President
or the Secretary at the request in writing of a majority of
the Board of Directors or at the request in writing of
stockholders entitled to cast at least twenty-five (25)
percent of the votes entitled to be cast at the meeting upon
payment by such stockholders to the Corporation of the
reasonably estimated cost of preparing and mailing a notice
of the meeting (which estimated cost shall be provided to
such stockholders by the Secretary of the Corporation).
Notwithstanding the foregoing, unless requested by the
stockholders entitled to cast a majority of the votes
entitled to be cast at the meeting, a special meeting of the
stockholders need not be called at the request of
stockholders to consider any matter  that is substantially
the same as a matter voted on at any special meeting of the
stockholders held during the preceding twelve (12) month.  A
written request shall state the purpose or purposes of the
proposed meeting.  Stockholder proposals must be submitted
to the corporation no later than sixty (60) days prior to
the special meeting, provided that if less than seventy (70)
days notice of the date of the special meeting is given to
shareholders, such shareholder notice must be received no
later than the close of business on the 10th day following
the day on which notice of the date of the special meeting
was given.