EX-99.77B ACCT LTTR

                  Independent Auditors' Report


To the Shareholders and Board of Directors of
The Italy Fund Inc.:

In planning and performing our audit of the financial statements
of The Italy Fund Inc. (the Fund) for the year ended January 31,
2002, we considered its internal control, including control
activities for safeguarding securities, in order to determine our
auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of
Form N-SAR, not to provide assurance on the internal control.

The management of the Fund is responsible for establishing and
maintaining internal control.  In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls.  Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with accounting
principles generally accepted in the United States of America.
Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.

Because of inherent limitations in internal control, error or
fraud may occur and not be detected.  Also, projection of any
evaluation of internal control to future periods is subject to
the risk that it may become inadequate because of changes in
conditions or that the effectiveness of the design and operation
may deteriorate.

Our consideration of the internal control would not necessarily
disclose all matters in the internal control that might be
material weaknesses under standards established by the American
Institute of Certified Public Accountants.  A material weakness
is a condition in which the design or operation of one or more of
the internal control components does not reduce to a relatively
low level the risk that misstatements caused by error or fraud in
amounts that would be material in relation to the financial
statements being audited may occur and not be detected within a
timely period by employees in the normal course of performing
their assigned functions.  However, we noted no matters involving
the internal control and its operation, including controls for
safeguarding securities that we consider to be material
weaknesses as defined above as of January 31, 2002.

This report is intended solely for the information and use of
management, the Board of Directors of the Fund, and the
Securities and Exchange Commission and is not intended to be and
should not be used by anyone other than these specified parties.



New York, New York
March 15, 2002

EX-99.2 BYLAWS

RESOLVED:   That the first sentence of Section 1 of Article
          I of the Bylaws of the Italy Fund, entitled
          STOCKHOLDERS, be amended to read as follows:

               " The Year 2002 annual meeting of the
               stockholders of the Italy Fund Inc.  (the
               "Corporation") shall be held in the fourth
               quarter of 2002; and thereafter 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."