Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a party other than the Registrant [   ]

Check the appropriate box:

[   ]  Preliminary proxy statement
[X]  Definitive proxy statement
[   ]  Definitive additional materials
[   ]  Soliciting material pursuant to Rule 14a-
11(c) or Rule 14a-12

The Italy Fund Inc.
(Name of Registrant as Specified in its Charter)

Robert Nelson
Name of Person Filing Proxy Statement

Payment of Filing Fee (Check appropriate box):
[X]	No fee required
[   ]	Fee computed on table below per Exchange Act
Rules 14a-
6(i)(4) and 0-11.

(1)	Title of each class of securities to which
the transaction
applies:

(2)	Aggregate number of securities to which
transactions
applies:

(3)	Per unit price or other underlying value of
transaction
computed pursuant to Exchange Act Rule 0-11:1

(4)	Proposed maximum aggregate value of
transaction:


[   ]	Check box if any part of the fee is offset as
provided by
Exchange Act Rule 0-11(a)(2) and identify the
filing for
which the offsetting fee was paid previously.
Identify the
previous filing by registration statement number,
or the
form or schedule and the date of its filing.

(1) Amount previously paid:

(2) Form, schedule or registration statement no.:

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(4) Date filed:



                               THE ITALY FUND INC.
                              388 Greenwich Street
                            NEW YORK, NEW YORK 10013


                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                           --------------------------
                           TO BE HELD ON MAY 10, 2000
                           --------------------------

To the Shareholders of The Italy Fund Inc.:


      The Annual Meeting of Shareholders of THE ITALY FUND INC. (the "Fund")
will be held in the Downtown Conference Center on the mezzanine level at 7
World Trade Center, New York, New York, on May 10, 2000 at 10:00 a.m.
(New York time) for the following purposes:


      1.    To elect two directors, each to hold office for the term indicated
            and until his successor shall have been elected and qualified;

      2.    To consider and act upon the ratification of the selection of KPMG
            LLP as the independent auditors of the Fund;


      3.    To consider a non-binding shareholder recommendation that the Board
            of Directors take steps to convert the Fund to an open-end
		structure.


      4.    To transact such other business as may properly come before the
            meeting or any adjournments thereof.


      Proposals 1, 2 and 3 are discussed in greater detail in the attached Proxy
Statement. The Board of Directors has fixed the close of business on March 9,
2000 as the record date for the determination of shareholders entitled to notice
of, and to vote at, the meeting and any adjournments thereof.


                                           By Order of the Board of Directors

                                           Christina T. Sydor
                                           Secretary


New York, New York
March 30, 2000


      IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON
      OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE,
      DATE, SIGN AND RETURN THE ENCLOSED PROXY/VOTING INSTRUCTION CARD IN THE
      ACCOMPANYING ENVELOPE PROVIDED FOR YOUR CONVENIENCE, WHICH REQUIRES NO
      POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>

INSTRUCTIONS FOR SIGNING PROXY CARDS

      The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.

      1.    Individual Accounts: Sign your name exactly as it appears in the
            registration on the proxy card.

      2.    Joint Accounts: Either party may sign, but the name of the party
            signing should conform exactly to a name shown in the registration.

      3.    All Other Accounts: The capacity of the individual signing the proxy
            should be indicated unless it is reflected in the form of
            registration. For example:

Registration                                      Valid Signature
------------                                      ---------------

Corporate Accounts
(1) ABC Corp. .................................   ABC Corp.
(2) ABC Corp. .................................   John Doe, Treasurer
(3) ABC Corp.
     c/o John Doe, Treasurer ..................   John Doe
(4) ABC Corp. Profit Sharing Plan .............   John Doe, Trustee

Trust Accounts
(1) ABC Trust .................................   Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
     u/t/d 12/28/78 ...........................   Jane B. Doe

Custodian or Estate Accounts
(1) John B. Smith, Cust.
     f/b/o John B. Smith, Jr. UGMA ............   John B. Smith
(2) Estate of John B. Smith ...................   John B. Smith, Jr., Executor
<PAGE>


                               THE ITALY FUND INC.
                              388 Greenwich Street
                            NEW YORK, NEW YORK 10013


                           --------------------------
                                 PROXY STATEMENT
                           --------------------------

                     FOR THE ANNUAL MEETING OF SHAREHOLDERS

                           TO BE HELD ON MAY 10, 2000

                                  INTRODUCTION


      This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of The Italy Fund Inc. (the "Fund") of
proxies to be voted at the Annual Meeting of Shareholders (the "Meeting") of the
Fund to be held in the Downtown Conference Center on the mezzanine level at 7
World Trade Center, New York, New York, on May 10, 2000 at 10:00 a.m.
(New York time), and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders.

      The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail. In addition, certain officers,
directors and employees of the Fund; SSB Citi Fund Management LLC, successor to
SSBC Fund Management Inc. ("SSB Citi" or the "Manager"), the Fund's investment
manager; Salomon Smith Barney Inc. ("Salomon Smith Barney"), an affiliate of SSB
Citi; and/or PFPC Global Fund Services, the Fund's transfer agent, may
solicit proxies in person, or by telephone or telegraph. Such
representatives and employees will not receive additional compensation for
solicitation activities. Salomon Smith Barney has retained the services of
Georgeson Shareholder Communications Inc. to assist in the solicitation of
proxies. The anticipated cost of solicitation is approximately $50,000. If
the Fund records votes by telephone, it will use procedures designed to
authenticate shareholders' identities, to allow shareholders to authorize
the voting of their shares in accordance with their instructions, and to
confirm that their instructions have been properly recorded. Proxies
voted by telephone may be revoked at any time before they are voted in the same
manner that proxies voted by mail may be revoked. The Fund will also reimburse
brokerage firms and others for their expenses in forwarding solicitation
materials to the beneficial owners of shares. Salomon Smith Barney and SSB
Citi are located at 388 Greenwich Street, New York, New York 10013; PFPC
Global Fund Services is located at P.O. Box 9699, Providence, RI 02940-9699.


      The Annual Report of the Fund, including audited financial statements for
the
<PAGE>


fiscal year ended January 31, 2000, will be furnished to all shareholders of
the Fund. This proxy statement and form of proxy are first being mailed to
shareholders on or about March 30, 2000. The Fund will provide, without charge,
additional copies of the annual report to any shareholder upon request by
calling the Fund at 1-800-331-1710.

      All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" Proposals 1 and 2 and AGAINST
Proposal 3. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" (i.e. proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as shares that are present but which have
not been voted. For this reason, abstentions and broker "non-votes" will have no
impact on the requisite approval of the Proposals. Proposal 1 requires for
approval the affirmative vote of a plurality of the votes cast at the Meeting
with a quorum present, in person or by proxy by the shareholders of the Fund
voting on the matter. Proposal 2 requires for approval the affirmative vote of a
majority of the votes cast at the Meeting with a quorum present, in person or by
proxy by the shareholders of the Fund voting on the matter. Proposal 3 is a
non-binding recommendation by a shareholder that the Board of Directors take
steps to convert the Fund to an open-end structure. The Board of Directors
unanimously voted to oppose the shareholder's proposal at their Board
Meeting on February 9, 2000 (see discussion below). Any proxy may be
revoked at any time prior to the exercise thereof by submitting another
proxy bearing a later date or by giving written notice to the Secretary of
the Fund at the Fund's address indicated above or by voting in person at
the Meeting.

      The Board knows of no business other than that specifically mentioned in
the Notice of Meeting which will be presented for consideration at the Meeting
with the exception of a proposal by a shareholder to elect alternate directors.
If any other matters are properly presented, it is the intention of the persons
named in the enclosed proxy card to vote in accordance with their best judgment.

      The Board of Directors of the Fund has fixed the close of business on
March 9, 2000 as the record date (the "Record Date") for determination of
shareholders of the Fund entitled to notice of, and to vote at, the Meeting or
any adjournment. Shareholders of the Fund on that date will be entitled to one
vote on each matter for each share held and a fractional vote with respect to
fractional shares with no cumulative voting rights. At the close of business on
March 9, 2000, the Fund had outstanding 8,297,014 shares of Common Stock, par
value $0.01 per share, the only authorized class of stock, of which 8,199,361
(or 98.8%) were held in accounts of, but not beneficially owned by, Cede & Co.,
as nominee of The Depository Trust Company. As of the Record Date, the officers
and Board members of the Fund as a group beneficially owned less than 1% of the
outstanding shares of the Fund.



                                       2
<PAGE>

Owners of More Than Five Percent of the Outstanding Shares of the Fund


      The following table shows, as of March 9, 2000, the beneficial owners of
more than 5% of the outstanding shares of the Fund. This information is based on
reports (Schedules 13 D and G) filed with the Securities and Exchange Commission
by each of the firms listed in the table below. Information as to beneficial
ownership is based upon reports filed with the Securities and Exchange
Commission on behalf of the holder.


                                                          Amount
                                                       and Nature
                         Name and Address of          of Beneficial     Percent
   Title of Class         Beneficial Owner              Ownership      of Class
   --------------         ----------------              ---------      --------
   Common Stock      Mira, L.P.                         1,694,700        19.7%
                     One Chase Manhattan
                     Plaza, 42nd Floor
                     New York, New York 10005

   Common Stock      Lazard Freres & Co. LLC            1,392,200        14.65%
                     30 Rockefeller Plaza
                     New York, New York 10020


   Common Stock      President and Fellows of             634,700         7.6%
                       Harvard College
                     c/o Harvard Management
                       Company, Inc.
                     600 Atlantic Avenue
                     Boston, MA 02210


   Common Stock      Tattersall Advisory Group, Inc.      526,200         5.5%
                     6620 W. Broad Street,
                     Suite 300
                     Richmond, Virginia 23230


                                       3
<PAGE>

      As of the Record Date, to the knowledge of the Fund, no shares of
securities issued by Salomon Smith Barney's ultimate parent corporation,
Citigroup Inc. ("Citigroup"), were held by Board members who are not "interested
persons" of the Fund (as that term is used in the Investment Company Act of
1940, as amended (the "1940 Act")).

      In the event that a quorum is not present at the Meeting or if a quorum is
present, but sufficient votes in favor of the proposals set forth in the Notice
of Meeting and this Proxy Statement are not received by the time scheduled for
the Meeting, the persons named as proxies may propose one or more adjournments
of the Meeting to permit further solicitation of proxies with respect to any
such proposals. In determining whether to adjourn the Meeting, the following
factors may be considered: the nature of the proposals that are the subject of
the Meeting, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the information
to be provided to shareholders with respect to the reasons for the solicitation.
Any such adjournment will require the affirmative vote of a majority of the
shares present at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote in favor of such adjournment those shares
which they are entitled to vote and which have voted in favor of such proposals.

                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

      The Board of Directors of the Fund is divided into three classes. The
directors serving in Class II have terms expiring at the Meeting; each Class II
director currently serving on the Board has been nominated by the Board of
Directors for re-election at the Meeting to serve until the year 2003 Annual
Meeting of Shareholders or until his successor has been duly elected and
qualified.

      The Board of Directors of the Fund knows of no reason why any of the Class
II nominees listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Board of Directors may recommend.

      Certain information concerning the nominees is set forth below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Each Director affiliated with the Manager
and considered an "interested person" as defined in the 1940 Act is indicated by
an asterisk(*).


                                       4
<PAGE>

                   Persons Nominated for Election as Directors

                                                               Number of Shares
                                  Principal Occupations       and % Beneficially
                                 During Past Five Years,         owned+ as of
         Name                 Other Directorships, and Age       March 9, 2000
         ----                 ----------------------------       -------------


Paolo M. Cucchi               Dean of College of Liberal              500
Director since 1992(II)       Arts at Drew University;           (less than 1%)
                              Director of two investment
                              companies managed by
                              affiliates of Salomon Smith
                              Barney; 58.

Mario d'Urso                  Senator of the Republic of             1,000
Director since 1995(II)       Italy; formerly Under              (less than 1%)
                              Secretary of State of the
                              Ministry of Commerce with the
                              Exterior for Italy; 59.


The remainder of the Board constitutes the Class III and Class I directors (as
indicated by the Number III or I), none of whom will stand for election at the
Meeting, as their terms will expire in 2001 and 2002, respectively.

                         Directors Continuing in Office

                                                               Number of Shares
                                  Principal Occupations       and % Beneficially
                                 During Past Five Years,         owned+ as of
         Name                 Other Directorships, and Age       March 9, 2000
         ----                 ----------------------------       -------------


*Heath B. McLendon            Managing Director of Salomon        10,533.05050
 Director since 1986(III)     Smith Barney; Chairman or          (less than 1%)
                              Co-Chairman of seventy one
                              investment companies managed
                              by affiliates of Salomon Smith
                              Barney; President and Director
                              of SSB Citi and Travelers
                              Investment Adviser, Inc.
                              ("TIA"); formerly Chairman of
                              the Board of Smith Barney
                              Strategy Advisers Inc.; 66

Dr. Paul Hardin               Chancellor Emeritus and               657.212
Director since 1986(I)        Professor of Law at the            (less than 1%)
                              University of North Carolina
                              at Chapel Hill; Director of
                              twelve investment companies
                              managed by affiliates of
                              Salomon Smith Barney and a
                              Director of The Summit
                              Bancorporation. Formerly,
                              Chancellor of the University
                              of North Carolina at Chapel
                              Hill; 68.


George M. Pavia               Senior Partner, Pavia &                  --
Director since 1991(I)        Harcourt, Attorneys; Director
                              of two investment companies
                              managed by affiliates of
                              Salomon Smith Barney; 72.

+     For this purpose, "beneficial ownership" is defined under Section 13(d) of
      the 1934 Act. The information as to beneficial ownership is based upon
      information furnished to the Fund by the Directors.


                                       5
<PAGE>

             Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the 1934 Act requires the Fund's officers and directors,
and persons who beneficially own more than ten percent of a registered class of
the Fund's Common Stock, to file reports of ownership with the Securities and
Exchange Commission, the New York Stock Exchange, Inc. and the Fund. Based
solely upon its review of the copies of such forms received by it and written
representations from certain of such persons, the Fund believes that during its
fiscal year ended January 31, 2000, all filing requirements applicable to such
persons were complied with.

      The names of the principal officers of the Fund, with the exception of Mr.
d'Urso and Mr. McLendon, are listed in the table below together with certain
additional information. Mr. d'Urso was elected President of the Fund in 1986.
Mr. McLendon was first elected Chairman of the Board and Investment Officer in
1986. Each officer of the Fund holds such office until a successor has been
elected by the Board of Directors.


                                                 Principal Occupations and Other
                              Position                Affiliations During the
Name                    (year first elected)         Past Five Years, and Age
----                    --------------------         ------------------------
Lewis E. Daidone        Senior Vice                  Managing Director of
                        President and                Salomon Smith Barney; Chief
                        Treasurer (1994)             Financial Officer of each
                                                     of the Smith Barney Mutual
                                                     Funds; Director and Senior
                                                     Vice President of SSB Citi
                                                     and TIA; 42.

Rein van der Does       Vice President               Managing Director of
                        and Investment               Salomon Smith Barney; 60.
                        Officer (1996)

Christina T. Sydor      Secretary (1994)             Managing Director of
                                                     Salomon Smith Barney;
                                                     General Counsel and
                                                     Secretary of SSB Citi and
                                                     TIA; 49.


      The principal business address of Messrs. McLendon, and van der Does is 7
World Trade Center, New York, New York 10048. The principal business address of
Mr. Daidone and Ms. Sydor is 388 Greenwich Street, New York, New York 10013. The
principal business address of Mr. d'Urso is 4/A Viale di Grazioli, Rome, Italy.


      No officer, director or employee of the Fund's investment adviser and
administrator receives any compensation from the Fund for serving as an officer
or director of the Fund. The Fund pays each director who is not a director,
officer or employee of the Fund's investment adviser and administrator a fee of
$7,500 per year plus $750 per in-person meeting and $100 per telephonic meeting.
All directors are reimbursed for actual out-of-pocket expenses relating to their
attendance at meetings. The aggregate fees (including reimbursement for travel
and out-of-pocket expenses) paid by the Fund to such directors and members of
the Advisory Board during the calendar year ended December 31, 1999 amounted to
$11,578.



                                       6
<PAGE>

      The following table shows the compensation paid by the Fund to each
director during the Fund's last fiscal year.

                               COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                 Compensation
                                                                   from Fund                Total
                                                  Pension or        and Fund               Number of
                                Aggregate         Retirement         Complex               Funds for
                              Compensation     Benefits Accrued Paid to Directors        Which Director
                               from Fund*         as part of    Calendar Year          Serves Within
Name of Person          Fiscal Year Ended 1/31/00   Fund Expenses  Ended 12/31/99          Fund Complex
--------------                -----------       -------------       ---------------          ------------
<S>                             <C>                   <C>              <C>                        <C>
Paolo M. Cucchi                 $ 11,450              $0               $ 19,150                    2
Alessandro
  di Montezemolo**                 4,513               0                 10,613                    2
Mario d'Urso                       9,100               0                  9,100                    1
Dr. Paul Hardin                   11,450               0                139,583                   12
Heath B. McLendon***                   0               0                      0                   71
George M. Pavia                   10,800               0                 17,900                    2
</TABLE>


*     Upon attainment of age 80, Fund directors are required to change to
      emeritus status. Directors Emeritus are entitled to serve in emeritus
      status for a maximum of 10 years during which time they are paid 50% of
      the annual retainer fee and meeting fees otherwise applicable to Fund
      directors, together with reasonable out-of-pocket expenses for each
      meeting attended. During the Fund's last fiscal year aggregate
      compensation paid by the Fund to directors achieving emeritus status
      totaled $7,875.


**    Mr. di Montezemolo achieved emeritus status as of July 1, 1999; part of
      his payment was as a director and part as emeritus director.


***   Designates an "interested director."

      The Fund has no compensation or nominating committee of the Board, or any
committee performing similar functions. The Fund has an audit committee
comprised of those directors who are not "interested persons" of the Fund as
defined in the 1940 Act ("Independent Directors"). The audit committee is
responsible for recommending the selection of the Fund's independent accountants
and reviewing all audit as well as nonaudit accounting services performed for
the Fund. During the fiscal year ended January 31, 2000, seven meetings of the
Board of directors of the Fund were held; in addition two audit committee
meetings were held. In the last fiscal year Mr. d'Urso attended less than 75% of
the meetings of the Board and audit committee.

Required Vote

      Election of each of the listed nominees for director requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy.

      THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES TO THE
BOARD.

                                 PROPOSAL NO. 2
                RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

      The Board of Directors of the Fund, including all of the Independent
Directors, have selected KPMG LLP ("KPMG") as the independent auditors to audit
the accounts of the Fund for and during the fiscal year ending January 31, 2001,
subject to ratifica-


                                       7
<PAGE>

tion by the shareholders at the Meeting. KPMG also serves as the independent
auditors for the Manager, other investment companies managed by affiliates of
Salomon Smith Barney and for the Manager's ultimate parent corporation,
Citigroup. KPMG has no direct or material indirect financial interest in the
Fund, the Manager, Citigroup or any other investment company sponsored by
Salomon Smith Barney or its affiliates.

      If the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have a representative of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.

Required Vote

      The affirmative vote of a majority of the votes cast at the Meeting in
person or by proxy is required to ratify the selection of KPMG.

      THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF
KPMG.

                        PROPOSAL 3: SHAREHOLDER PROPOSAL


      The Fund has received the following proposal and supporting statement from
Opportunity Partners L.P., which advised the Fund that, at the time it submitted
its proposal to the Fund, it had owned shares of the Fund with a market value of
at least $2,000 continuously for the preceding year. The Fund will provide the
address of Opportunity Partners L.P. to any person who so requests such
information orally or in writing, promptly upon the receipt of any oral or
written request therefor, to Christina T. Sydor, Secretary, The Italy Fund Inc.,
388 Greenwich Street, New York, NY 10013. The Board of Directors and the Fund
accept no responsibility for the accuracy of either the proposal or Opportunity
Partners L.P.'s supporting statement. For the reasons set forth in detail in the
Opposing Statement of the Board of Directors, which follows Opportunity
Partners, L.P.'s Supporting Statement, the Board of Directors recommends a vote
AGAINST this shareholder proposal. The text of the shareholder proposal and
supporting statement is as follows:


      "RESOLVED: The stockholders of The Italy Fund (the "Fund") urge the Board
of Directors to take the steps necessary to convert the Fund to an open-end
fund.

                              Supporting Statement

      "My name is Phillip Goldstein and I have been a shareholder of the Fund
since August 1995. Its shares have long traded at a double-digit discount to net
asset value ("NAV"). Despite some commendable measures the Board of Directors
has taken to address the discount including a major share repurchase program,
the discount has remained unacceptably wide. As of November 26, 1999, the Fund's
discount was 17.7%. That is about $27 million in "lost value" to shareholders.


                                       8
<PAGE>

      "In my opinion, the time has come to convert the Fund to an open-end fund.
Converting it to an open-end fund will give stockholders a tangible benefit,
i.e., elimination of the discount that I believe far outweighs whatever
theoretical advantages the closed-end structure supposedly offers.

      "If you wish to discuss this proposal, please call me at (914) 747-5262 or
send me an e-mail at OPLP@worldnet.att.net."

                  Opposing Statement of the Board of Directors

      On February 9, 2000, the Board of Directors unanimously resolved to
recommend that you vote AGAINST this Proposal for the reasons described below.

      The Board of Directors believes the Fund's closed-end status enhances the
Fund's security selection process by allowing the Fund to maintain a longer
investment horizon. In contrast to an open-end fund, the Fund does not have to
have cash available to meet redemption requests on a daily basis and, therefore,
its assets can be more fully invested. Moreover, the Fund is never forced to
sell securities at an inopportune time to meet redemption requests. Its
closed-end structure also provides the Fund with greater flexibility to invest
in less liquid securities which offer potentially greater returns. Indeed, as of
January 31, 2000, 41% of the number of the Fund's holdings were invested in
securities that were, when acquired by the Fund, issued by less liquid, smaller
capitalized companies which the Fund's investment adviser believed to have
outstanding growth potential over the long term.

      The advantages of the closed-end structure and the resulting investment
flexibility available to the adviser are reflected in the Fund's recent
performance. The Fund's market value and net asset value (NAV) returns for the
one-year period ended December 31, 1999 were 37.57% and 34.81%, respectively,
compared to a return of only 0.2% for the Morgan Stanley Capital International
Italy Index (MSCI Index) for the same period. The MSCI Index is a widely-used,
unmanaged index of 50 companies traded on the Milan Stock Exchange. In addition,
the Fund's market value and NAV annualized returns for the three-year period
ended December 31, 1999 were 33.90% and 33.04%, respectively, compared to the
MSCI Index annualized return of 27.90% for the same period, and the Fund's
market value and NAV annualized returns for the five-year period ended December
31, 1999 were 21.97% and 22.70%, respectively, compared to the MSCI Index
annualized return of 19.30% for the same period.

      The Board of Directors recognizes shareholders' concerns regarding the
discount at which the Fund's shares have traded and has taken action to
ameliorate its impact on shareholders. In particular, the share buyback program,
which commenced in October 1998, has added liquidity to the market for the
benefit of investors who wish to sell their shares, while benefiting continuing
shareholders by substantially increasing the Fund's net asset value. On October
27, 1998, the Fund's net asset value was $16.32 and by January 31, 2000, it had
risen to $19.24. Of this increase, $0.372 represents the effect that the share
buyback program had on the


                                       9
<PAGE>

Fund's NAV. The Board, based on information provided by the Fund's investment
adviser, believes that the share buyback program also has had a salutary effect
on the Fund's discount to NAV. The Fund currently intends to continue its share
buyback program indefinitely.

      The Board of Directors also considered the relative advantages and
disadvantages of open-end and closed-end structures for the Fund. Although the
open-end structure allows shareholders to receive approximately the net asset
value of their shares upon redemption, the Board of Directors expressed concern
at the costs of establishing an open-end fund, including registration, legal,
accounting, printing and other expenses which would be borne by shareholders of
the Fund. Moreover, the Board considered that the potential capital outflow that
may occur upon conversion would reduce the Fund's economies of scale and result
in higher expenses for continuing shareholders. In addition, the costs
associated with a continuous offering of shares, such as Rule 12b-1 fees, were
considered. Accordingly, the Board of Directors anticipates that converting to
an open-end format would likely increase the expense ratio of the Fund to the
detriment of continuing shareholders. Finally, but of critical importance, the
Board of Directors considered the potentially negative impact on the investment
adviser's ability to achieve favorable investment results if the Fund were
converted to an open-end structure.

      Because the Fund's Board has and will continue to evaluate the advantages
and disadvantages of the Fund's structure as a closed-end investment company and
intends to continue its buyback program for the benefit of all shareholders, it
believes that it would not be necessary or in the best interests of shareholders
to adopt the resolution suggested by Opportunity Partners L.P. Accordingly,

      THE BOARD OF DIRECTORS, INCLUDING THE NON-INTERESTED DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "AGAINST" THE SHAREHOLDER PROPOSAL.

                       SUBMISSION OF SHAREHOLDER PROPOSALS


      Shareholder proposals intended to be presented at the 2001 Annual Meeting
of the Shareholders of the Fund must be received by December 9, 2000 to be
included in the proxy statement and the form of proxy relating to that meeting
as the Fund expects that the 2001 Annual Meeting will be held in May of 2001.
The submission by a shareholder of a proposal for inclusion in the proxy
statement does not guarantee that it will be included. Shareholder proposals are
subject to certain regulations under the federal securities laws.

      The persons named as proxies for the 2001 Annual Meeting will have
discretionary authority to vote on any matter presented by a shareholder for
action at that meeting unless the Fund receives notice of the matter by January
8, 2001, in which case these persons will not have discretionary voting
authority except as provided in the SEC's rules governing shareholder proposals.



                                       10
<PAGE>

                                  OTHER MATTERS

      Except as previously indicated, Management knows of no other matters which
are to be brought before the Meeting. However, if any other matters properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.


      All proxies received will be voted in favor of Proposals 1 and 2 and
AGAINST Proposal 3, unless otherwise directed therein.


                                           By Order of the Board of Directors

                                           Christina T. Sydor
                                           Secretary

March 30, 2000


                                       11

?	Please mark
	votes as in
	this example

This proxy, if properly executed, will be voted in the
manner directed by the undersigned shareholder.  IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.

1.	To elect Paolo M. Cucchi and Mario 		* FOR	* WITHHELD
	d'Urso as Class II Directors of the Fund.
		*
______________________
			For
all nominees except as
	noted
above


2.	To ratify the selection of KPMG LLP	* FOR	* AGAINST	* ABSTAIN
	as the independent auditors of the Fund for the
	fiscal year ending January 31, 2001.

3.	To consider a non-binding shareholder 	* FOR	* AGAINST	* ABSTAIN
	recommendation that the Board of Directors
	take steps to convert the Fund to an open-end
	structure.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.

Note:  Please sign exactly as your name appears on
this Proxy.  If joint owners, EITHER may sign
this Proxy.  When signing as attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full title.

Signature:  ______________________________ Date
___________________________

Signature:  ______________________________ Date
___________________________


PROXY
THE ITALY FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
Annual Meeting on May 10, 2000



	The undersigned holder of shares of The Italy
Fund Inc. (the "Fund"), a Maryland corporation, hereby
appoints Heath B. McLendon, Christina T. Sydor and
Robert M. Nelson as attorneys and proxies for the
undersigned, with full powers of substitution and
revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of the Fund
that the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Fund (the "Meeting") to
be held in the Downtown Conference Center on the
mezzanine level at 7 World Trade Center, New York, New
York on the date indicated above, and any adjournment
or adjournments thereof.  The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement dated March 30, 2000, and hereby
instructs said attorneys and proxies to vote said
shares as indicated hereon.  In their discretion, the
proxies are authorized to vote upon such other
business as may properly come before the Meeting.  A
majority of the proxies present and acting at the
Meeting in person or by substitute (or, if only one
shall be so present, then that one) shall have and may
exercise all of the power and authority of said
proxies hereunder.  The undersigned hereby revokes any
proxy previously given.

CONTINUED AND TO
BE SIGNED
ON REVERSE SIDE

SEE REVERSE SIDE