SC TO-C

       As filed with the Securities and Exchange Commission on May 9, 2001
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

                                Amendment No. ___

                               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

[X]  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: [ ]

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EX-99

                   The Italy Fund Inc. Announces Tender Offer


Business Editors


NEW YORK - PR Newswire - May 10, 2001 - The Board of Directors of The Italy Fund
Inc. (NYSE: ITA) approved yesterday a tender offer expected to be conducted
during June and July of this year as part of the efforts of the Board of
Directors and Management of the Fund to enhance shareholder value.

Under the terms approved by the Fund's Board, the Fund will, pursuant to due
notification, commence a tender offer for up to 1,691,573 shares, which
represents 25% of its issued and outstanding shares of common stock. The offer
will be for cash at a price equal to 95% of the net asset value ("NAV") per
share determined as of the close of the regular trading session of the New York
Stock Exchange, the principal market in which the shares are traded, on the day
after the date the offer expires. The terms and conditions of the offer will be
set forth in the Fund's Offer to Purchase and the related Letter of Transmittal.

The Italy Fund Inc., a non-diversified investment company, is managed by Smith
Barney 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."


Contact:  Brenda Grandell
          Director, Closed-End Funds
          212.783.3471