SC TO-I/A

    As filed with the Securities and Exchange Commission on October 23, 2000
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                  Schedule TO/A
            Tender Offer Statement under Section 14(d)(1) or 13(e)(4)
                     of the Securities Exchange Act of 1934

                                 Amendment No. 1

                               The Italy Fund Inc.
                       (Name of Subject Company (issuer))

                               The Italy Fund Inc.
                 (Names of Filing Persons (offerer and issuer))

                     Common Stock, Par Value $.01 Per Share
                         (Title of Class of Securities)

                                    465395101
                      (CUSIP Number of Class of Securities)

                            Christina T. Sydor, Esq.
                                    Secretary
                               The Italy Fund Inc.
                              388 Greenwich Street
                            New York, New York 10013
                                 (212) 816-6474
            (Name, address, and telephone number of person authorized
               to receive notices and communications on behalf of
                                 filing persons)

                                 With a copy to:

                             Burton M. Leibert, Esq.
                            Willkie Farr & Gallagher
                               787 Seventh Avenue
                          New York, New York 10019-6099

                            Calculation of Filing Fee
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Transaction Valuation                                       Amount of Filing Fee
- --------------------------------------------------------------------------------
$40,660,156(a)                                                   $8,132(b)
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(a) Calculated as the aggregate maximum purchase price to be paid for 2,012,879
shares in the offer, based upon a price per share of $20.20, which represents
98% of the net asset value per share at July 31, 2000.

(b) Calculated as 1/50th of 1% of the Transaction Valuation.

[x] Check the box if any part of the fee is offset as provided by Rule O-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

Amount Previously Paid: $8,132
Form or Registration No. Schedule TO
Filing Party: The Italy Fund Inc.
Date Filed: August 7, 20000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
the statement relates:

[ ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
results of the tender offer: [X]

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                             Introductory Statement

     This Amendment No. 1 (this "Amendment") amends and supplements the Tender
Offer Statement on Schedule TO (as amended and supplemented, the "Schedule TO")
filed with the Securities and Exchange Commission (the "Commission") by The
Italy Fund Inc., a Maryland corporation (the "Fund"), on August 7, 2000 (the
"Schedule TO"), relating to the offer by the Fund to purchase for cash up to
2,012,879 of the Fund's issued and outstanding shares of Common Stock, par value
$0.01 per share, upon the terms and subject to the conditions contained in the
Offer to Purchase dated August 7, 2000 and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer") and are filed as exhibits to the Schedule TO.

     The Schedule TO is hereby amended and supplemented by adding the following:

     6,603,944 shares of the Fund's Common Stock were tendered in the Tender
Offer, prior to the expiration of the Tender Offer at 5:00 p.m., New York City
time, on September 5, 2000. The Fund accepted 2,012,879 shares of Common Stock
for payment at a price of $20.03 per share. On a pro-rated basis, 30.5% of the
shares of Common Stock tendered by each tendering stockholder were accepted for
payment.

     Reference is hereby made to the press release issued by The Italy Fund on
September 11, 2000, a copy of which is attached hereto as Exhibit (a)(9) and is
incorporated herein by reference.

Item 12. Exhibits.

Exhibit (a)(9) Text of Press Release issued by The Italy Fund Inc. on
               September 11, 2000


Item 13. Information Required by Schedule 13E-3.

     Not applicable.


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                                    SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                       THE ITALY FUND INC.

                                       By: /s/ Heath B. McLendon
                                           ------------------------------
                                       Name:  Heath B. McLendon
                                       Title: Chairman of the Board of Directors

Dated: October 23, 2000


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                                  EXHIBIT INDEX

     The following item is hereby added to the Exhibit Index:

Exhibit No.         Exhibit Description
- -----------         -------------------

Exhibit (a)(9)      Text of Press Release issued by The Italy Fund Inc. on
                    September 11, 2000.


                                      -5-

EX-99.(A)(9)

The Italy Fund Inc. Announces Results of Tender Offer

NEW YORK, Sept. 11/PRNewswire/--The Italy Fund Inc. (NYSE:ITA) announced today
that in accordance with its tender offer for up to 2,012,879 shares of its
common stock which expired on September 5,2000, the Fund has accepted that
number of shares for payment today at a price of $20.03 per share. These shares
represent 25% of the Fund's outstanding shares. A total of 6,603,944 shares were
properly tendered; therefore, on a pro-rated basis, 30.5% (full precision:
30.47998500%) of the shares so tendered by each tendering stockholder have been
accepted for payment.

The Italy Fund Inc., a non-diversified investment company, is managed by SSB
Citi Fund Management LLC, a wholly owned subsidiary of Salomon Smith Barney
Holdings Inc., and is listed on the New York Stock Exchange under the symbol
"ITA."

SOURCE The Italy Fund Inc.

/CONTACT: Brenda Grandell, Director, Closed-End Funds, 212-783-0460, for The
Italy Fund Inc./