ITALY FUND INC
N-30B-2, 1995-03-28
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Dear Shareholder,
 
    We  are pleased to present the Annual Report for The Italy Fund Inc. for the
fiscal year ended January  31, 1995. As  of that date, the  net asset value  per
share  ("NAV") of the Italy Fund was $9.82.  At the end of the previous quarter,
October 31,  1994, the  net asset  value was  $10.14, and  at the  close of  the
previous  fiscal  year,  January 31,  1994,  the  NAV was  $9.84  per  share. In
considering the NAV, please bear in mind the dividend of $0.1724 per share  paid
in December 1994.
 
    When expressed in Lira terms, the Fund's NAV, when adjusted for the dividend
payment,  declined by 3.5% during  this fiscal year, which  compares with a 0.2%
decline over the same period in the Banca Commerciale Index ("BCI Index").  (The
BCI  Index  is the  most  widely followed  Italian  index and  includes  all the
securities listed on the  Milan Stock Exchange.) Since  inception, the Fund  has
cumulatively outperformed the BCI Index.
 
POLITICS
 
    The Italian political scene persisted in dominating financial markets during
1994.  Political  tensions continued  to  shake investors'  confidence  with the
inherent instability of the coalition eventually leading to the downfall of  Mr.
Berlusconi's government. Late in December, after the approval of the 1995 budget
law, the Northern League, the largest party in the ruling coalition, presented a
no-confidence  motion, thereby forcing Mr.  Berlusconi's resignation. Two rounds
of consultations between the  Italian President and the  leaders of major  poli-
tical  parties failed to break the  deadlock. Mr. Berlusconi's allies reiterated
their demand for  an early election  unless Mr. Berlusconi  was reinstated.  The
Northern  League and the opposition parties support a new government open to all
political forces and opposed to new  elections. In the end, President  Scalfaro,
the  head of state, named Mr. Dini,  the outgoing Treasury Minister, to form the
54th Italian government.  By choosing  the next  Prime Minister  from among  Mr.
Berlusconi's  supporters,  President  Scalfaro  skillfully  resolved  the latest
political crisis. Consequently, Mr. Berlusconi found it difficult to oppose  the
President's  choice  in spite  of it  running  counter to  his desire  for early
elections. Mr. Dini has in turn been very skillful in choosing all his ministers
from the  ranks of  the  so-called "technocrats,"  chosen for  their  competence
rather than political affiliation.
 
    Paradoxically,  Mr.  Dini's  cabinet of  technocrats  received parliamentary
support in the confidence vote from the former opposition parties, including the
left-wing PDS, whereas  the rightist  National Alliance  and Berlusconi's  Forza
Italia  abstained. The spectacle  of Mr. Dini heading  a government supported by
the center-left parties and opposed by his former allies is a curious one and it
raises questions about  his ability to  carry out the  four-point agenda he  has
set:  the approval of  a supplementary interim  budget, pension reform, regional
electoral reform and the creation  of a level playing  field for the media.  The
Dini  government, therefore,  lacks clear  support in  parliament, and  there is
uncertainty as  to whether  it will  hold office  for some  time or  just a  few
months,  ahead of new  elections in the summer  or fall. On  the other hand, the
lack of political affiliation might help the Dini government take some unpopular
measures that neither the  left nor the right  are willing to sponsor  directly,
for fear of losing votes.
 
    The  recent political turbulence is accelerating the political polarization.
Mr. Fini, the  leader of the  neo-fascist MSI, has  successfully merged the  MSI
into  the National Alliance ("NA"), the party  he created last year as a vehicle
for the electoral ambitions for  the right. NA has now  staked a claim to  bring
the Italian right into the mainstream of national politics by abandoning fascist
nostalgics  and moving more towards the center of the political spectrum. Within
the Popular Party ("PPI"), the former Christian Democratic party, a major  split
seems  to be taking place. The party's secretary, Mr. Buttigilone, appears to be
leaning towards joining forces  with the right in  order to form a  center-right
coalition,  but part of  his party is  favoring a link  with the left  to form a
center-left coalition. The entry into  politics of the well-known economist  and
former  IRI  (state  holding)  president,  Mr.  Prodi,  to  lead  a  center-left
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coalition, could find a strong following within the PPI. These developments help
to delineate the  political scenario for  the next elections  with two poles:  a
center-left  pole under  the leadership  of Mr.  Prodi; and  a center-right pole
under the leadership of Mr. Berlusconi.
 
ECONOMICS
 
    Recent statistics  clearly signal  that  economic conditions  are  improving
faster  than expected and that exports no longer are the only engine for growth,
as stronger domestic  demand begins  to kick  in. Third  quarter gross  domestic
product   ("GDP")  growth  in   1994  was  up   1%  quarter-on-quarter  or  3.7%
year-on-year, the  highest level  in  six years.  This was  significantly  above
market  expectations, and 1994 growth  is likely to be  among the highest in the
European Union.  Even if  last autumn's  floods hampered  growth in  the  fourth
quarter,  1994 GDP growth should exceed the  previous forecasts and should be up
by around 2.5%, followed by a similar growth figure for 1995.
 
    More interesting has been the rebalancing  in the components of the  Italian
economy  in 1994. After the decline of the Lira in 1992 and 1993, exports surged
while domestic demand was negatively  affected by the undermining of  investment
plans  caused by the corruption  scandals and weak consumption  due to tax rises
and real wage declines.  During 1993, net trade  contributed 4.6% to a  negative
growth  of 0.7%.  Thus, excluding net  trade, GDP  would have fallen  by 5.3% in
1993. However, during 1994  there was a significant  shift in the components  of
economic  growth from net exports to domestic  demand. In the third quarter, for
example, all of the 3.7% GDP growth came from domestic components and rebuilding
of inventories, with net  trade actually reducing growth.  The reduction in  net
trade  contribution to GDP  growth should not  be too alarming,  since it is not
explained by a fall in export growth -- it actually continues to be quite strong
- -- but rather is due  to rising imports, as domestic  demand has now started  to
grow.  Also, Italy,  like most other  European economies, has  a relatively high
import content compared to  its exports (raw materials,  for example), thus  its
strong exports have proven to lead to higher imports.
 
    Despite  the slowdown in the further improvement of the trade balance in the
second half of 1994 due to increased imports, the trade balance showed a surplus
of Lit  32.4  trillion ($20.1  billion)  in the  first  eleven months  of  1994,
compared with a trade surplus of Lit 27.7 trillion ($17.2 billion) over the same
period in 1993.
 
    Although  most  inflation forecasts  remain encouraging  by the  standard of
previous  economic  recoveries,  there  are  a  few  elements,  such  as  higher
agricultural  prices  and the  probable increase  in indirect  tax rates  in the
coming mini-budget that suggest that inflation forecasts may be understated. The
Consumer Price Index ("CPI")  averaged 3.9% in 1994  (down from 14.2% in  1993),
its  lowest level  in 25 years.  The latest  CPI figures for  January indicate a
stable 3.8% growth, but  it appears that  the rate of  inflation hit its  lowest
point  last summer and we believe is bound  to rise, albeit not very rapidly, up
to an average of 4.25% or more this year.
 
THE ITALIAN STOCK MARKET
 
REVIEW
 
    In the fiscal year 1994 (from February 1, 1994 to January 31, 1995), the BCI
Index was essentially flat, falling by 0.2%. It outperformed the Morgan  Stanley
Capital  International European  Index and  recorded the  best performance after
Norway and  Finland  among equity  markets  of developed  countries  in  Europe.
Average  daily volumes doubled  to around Lit 800  billion ($500 million). These
summary data, however, do not accurately reflect the market behavior during  the
last  twelve months, which has been characterized by two opposite trends. In the
first five months of  1994, the market  rose by 37%, peaking  in early May,  and
outperforming all major equity markets.
 
    This  performance was driven by a series of favorable factors, both economic
and   political.    From   the    economic    viewpoint,   the    economy    was
 
                                       2
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showing  the first signs  of recovery, and  Italian companies, having benefitted
from the devaluation of the Lira,  had increased their foreign market share.  On
the  political front, the elections won by the rightist "Freedom Alliance" under
Berlusconi's leadership made investors hope for a solution to Italy's  perennial
economic  problem,  that of  a  large budget  deficit  which, in  the  past, has
resulted in lower  interest rates.  These hopes  were further  supported by  the
implementation  of the government's privatization program, with four state-owned
banks and insurance companies being  privatized (Credito Italiano, BCI, IMI  and
INA).
 
    From  the end  of May until  the end  of November, the  market trend changed
radically,  with  the  Italian  Index  falling  by  almost  30%.  This  dramatic
turnaround was again the result of the Italian political arena's major impact on
the  financial markets. Internal  struggles within the  Berlusconi coalition and
its reluctance to tackle the mounting  budget deficit led to investors' loss  of
confidence  and their subsequent abandoning of the market. Then, in January, the
Italian financial  markets,  the  equity  market  in  particular,  reacted  very
positively  to  the  resignation  of Berlusconi's  unstable  government  and the
appointment of Mr. Dini's "technocratic" government, and the BCI Index rising by
3.9%, recorded the best performance in Europe.
 
    Further development of the Italian equity market was taken in November, when
a new futures contract, the FIB 30,  began trading on the Milan Stock  Exchange,
facilitating investors' hedging strategies.
 
    In  terms of  relative sector performance  during the 1994  fiscal year, the
best performing sectors were  the automobile sector (led  by the sharp  earnings
turnaround  at Fiat)  followed by  the telecommunication  and financial holdings
sectors (benefitting from the cyclical  recovery of their industrial  holdings).
Conversely,  the  textiles  (suffering  from  the  depressed  state  of consumer
spending in Italy),  the paper/publishing (suffering  from falls in  advertising
spending)  and  the  construction (still  affected  by the  consequences  of the
corruption scandals and reduced public spending) sectors have underperformed.
 
OUTLOOK
 
    Evaluating  the  outlook  for  the  Italian  equity  market  has  become   a
particularly  arduous task, as  the political factor  retains a pre-eminent role
and forecasts on political scenarios, is especially difficult.
 
    The equity market  has already positively  reacted to the  appointment of  a
non-political  government under Mr. Dini's  leadership. The continued support of
the market will depend on how long Mr. Dini's government will stay in place  and
especially  on whether his  government will receive  the necessary parliamentary
support to  implement  his  four-point agenda  (successful  pension  reform  and
approval  of a supplementary  budget being the two  crucial points for financial
markets).
 
    In terms of valuation, corporate profitability continues to improve,  driven
by  a strong  economic recovery  and by the  sharp turnaround  in the industrial
sector. Earnings per share ("EPS") growth  has been so good, particularly  among
the  exporters, that  EPS forecasts  are turning  out to  be conservative. After
growth of around 100%  in 1994, EPS  should continue to rise  by another 50%  in
1995. We believe profit margins will continue to expand in 1996 but are unlikely
to  reach previous peak levels  before 1998. This puts the  market on a 21 times
price-earnings multiple for 1995, slightly lower than its five-year average.  On
a  price to cash  flow and price to  book value basis,  the Italian market still
shows some of the lowest valuations in Europe. Valuation is less attractive when
comparing equities with bonds given  the recent performance of equities  against
bonds.   We  believe  stabilization  in  global  bond  markets  is  therefore  a
prerequisite for a further uptrend in the equity market.
 
    The liquidity picture, which was one of the key factors explaining the sharp
increase in equity prices in the first  part of last year, looks reasonable  for
the    first    time   since    last    summer.   Except    for    the   planned
 
                                       3
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privatizations, whose timing  still remains  uncertain, new  supply of  equities
should  be  limited, as  only  a few  convertible  bond and  warrant  issues are
scheduled to be  offered over the  next three  months. In terms  of demand,  net
inflows  into domestic equity mutual funds  significantly declined over the last
six months, but were  still recording a  small net inflow  in January. The  fact
that  domestic equity funds are still  showing positive inflows, contrary to the
general mutual  fund  industry,  confirms  our belief  that  there  is  still  a
structural  shift towards  equity holdings by  the individual  investor and that
this is a medium- to long-term trend  that will continue and will be  reinforced
by  the  creation  of private  pension  funds  in the  upcoming  years. Clearly,
political stability  will be  needed for  this trend  to continue.  But  foreign
demand is essential in order to successfully implement future privatizations and
continue  the  appreciation  of  Italian  equities.  A  more  certain  political
environment will be required to attract long-term foreign investments.
 
    From previous analysis it becomes clear that the major risk continues to  be
politics.  We  believe  political uncertainties  persist  as the  main  cause of
equities' increased volatility, and overshadow any consideration attributable to
the fundamentals  of the  market or  of individual  companies. With  the  latest
rally, the stock market has recovered from its earlier oversold position. In our
opinion,  this makes the  market vulnerable to  negative political developments.
The importance of politics derives from the  fact that it is the driving  factor
influencing  the large  public debt.  We believe  a competent  and authoritative
government could restart a downward cycle in interest rates.
 
    Therefore, determining the outlook for Italian financial markets  inevitably
leads  to  the  forecasting  of  the  possible  political  scenarios.  The  Dini
government's top  priorities  will  almost  certainly  be  the  introduction  of
additional  fiscal measures  and the start  in the discussion  of pension reform
with the trade  unions. Financial  markets would  most likely  be encouraged  by
this;  however, it will not be known for quite some time whether the rest of Mr.
Dini's four-points program will be stopped by Mr. Berlusconi's opposition. Also,
it remains to be seen whether the  PDS, one of Mr. Dini's supporting parties  in
parliament,  will approve a politically unpopular pension reform that it opposed
in the fall when presented by the previous government. Early elections would not
necessarily have a negative effect on the equity market if they occur after  the
approval  of the emergency  fiscal package and the  1996 budget. Whether foreign
investors would  welcome the  most likely  outcome of  the vote  and a  possible
return of Mr. Berlusconi is another question. But the recent entry into politics
of  Mr. Prodi at the  head of a moderate  center-left coalition could reduce the
probabilities of a center-right victory.
 
    We believe  the  worst  case  scenario would  be  the  return  of  political
bickering  resulting  in  Mr. Dini's  inability  to implement  his  program with
dramatic consequences for interest rates, the Italian currency and  consequently
the Italian market.
 
    A more positive scenario would be if Mr. Dini's shaky coalition lasted until
the  beginning of next year and it was  able to complete his program. We believe
this could get the cycle for  the Italian economy rolling again (lower  deficit,
lower interest rates, higher economic growth, stabilization of debt/GDP ratio).
 
INVESTMENT STRATEGY
 
    Over  the  last three  months, we  reduced the  Fund's relatively  high cash
position from  15% to  below 2%  by investing  equally in  equities and  Italian
bonds.  At the end  of the year,  Italian government bonds  started to show very
attractive yields (almost 7% real yields) and in our view were also  discounting
most of the negative political scenario.
 
    Regarding  the  investments  in  equities, we  started  reducing  the Fund's
underweighting in the  more interest  rate sensitive  sectors by  adding to  our
investments  in the  banking and insurance  sectors. In the  banking sector, the
Fund's investment in  Credito Italiano, Banca  Popolare di Bergamo  and IMI  was
increased. In the insurance sector, we invested
 
                                       4
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again  in RAS during its rights offering  and after the sharp fall following its
acquisition in Switzerland, in buying and taking up the rights during its rights
issue.  Furthermore,  we  started  to   invest  in  Fondiaria,  an   interesting
restructuring  story in the insurance sector, and added to the Fund's holding in
INA. We also added  to some of  the Fund's core  investments like Fiat,  Telecom
Italia  and Ifil. Finally, we  increased the Fund's investment  in a smaller cap
stock, which  should benefit  from the  turnaround in  the European  car  sector
(Sogefi).
 
    Presently,  the Fund is  still underweighted (compared to  the BCI Index) in
the banking sector, and  continues to emphasize  the telecommunications and  the
electromechanical/engineering and auto sectors.
 
    We  appreciate the opportunity to serve  your investment needs and thank you
for your continued confidence and support.
 
                Sincerely,
 
                Heath B. McLendon
                CHAIRMAN OF THE BOARD
 
                Mario d'Urso
                PRESIDENT
 
                Erich Stock
                INVESTMENT OFFICER
 
                February 15, 1995
 
                                       5
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                      THE ITALY FUND'S SECTORIAL STRUCTURE
                          JANUARY 31, 1995 (UNAUDITED)
 
    Pie charts depicting the allocation of The Italy Fund investment  securities
and  The BCI Index held  at January 31, 1995  by sector classification. The pies
are broken in pieces representing sector in the following percentages:
 
<TABLE>
<CAPTION>
                    SECTOR                       PERCENTAGE
<S>                                             <C>
Insurance                                             22.4%
Electromechanical, Engineering & Autos                16.0%
Financials                                            10.3%
Banks                                                 12.3%
Chemicals                                              4.2%
Food & Sugar                                           5.8%
Property, Construction & Cement                        3.1%
Textiles                                               0.8%
Paper & Publishing                                     0.9%
Pharmaceuticals                                        0.9%
Other                                                  1.9%
Communications                                        21.4%
</TABLE>
 
                         BCI INDEX SECTORIAL STRUCTURE
                          JANUARY 31, 1995 (UNAUDITED)
 
<TABLE>
<CAPTION>
                  BCI INDEX                      PERCENTAGE
<S>                                             <C>
Insurance                                             23.0%
Electromechanical, Engineering & Autos                13.3%
Financials                                             6.2%
Banks                                                 19.5%
Chemicals                                              4.7%
Food & Sugar                                           1.4%
Property, Construction & Cement                        3.1%
Textiles                                               1.6%
Paper & Publishing                                     1.6%
Pharmaceuticals                                        0.4%
Other                                                  4.1%
Communications                                        21.1%
</TABLE>
 
                                       6
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THE ITALY FUND INC.
Investment Portfolio as of January 31, 1995
- -----------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                      MARKET
                                                                     VALUE ($)
     SHARES                                                          (NOTE 1)
 <S>              <C>                                               <C>
 ------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
 <C>              <S>                                               <C>
 -----------------------------------------------------
 STOCKS -- 90.4%
 -------------------------------------------
 INSURANCE -- 19.9%
         200,000  Alleanza........................................  $ 2,042,540
         110,000  Assicurazioni Generali..........................    2,647,104
          90,000  Compagnia di Assicurazioni di Milano............      395,436
         250,000  Fondiaria#......................................    1,727,993
       1,318,000  INA.............................................    1,784,344
         115,000  La Previdente...................................      962,351
         152,291  Lloyd Adriatico.................................    1,842,813
          61,250  Lloyd Adriatico Risp NC**.......................      520,069
         300,000  RAS+++..........................................    3,246,390
         353,000  SAI Risp NC**...................................    1,863,375
         131,000  SAI-Societa Assicuratrice Industriale...........    1,541,655
                                                                    -----------
                                                                     18,574,070
                                                                    -----------
 COMMUNICATIONS -- 16.7%
          55,000  Ericsson........................................      754,852
         330,000  Sirti S.p.A.....................................    2,393,666
         810,000  STET............................................    2,535,258
       1,400,000  STET Risp NC**..................................    3,538,581
         946,000  Telecom Italia S.p.A.+++........................    2,620,189
       1,700,000  Telecom Italia Risp NC**........................    3,774,259
                                                                    -----------
                                                                     15,616,805
                                                                    -----------
 BANKING -- 11.2%
       1,425,000  Banca Fideuram..................................    1,717,699
         624,998  Banca di Roma...................................      704,469
         100,000  Banca Popolare di Bergamo.......................    1,319,671
       1,780,000  Credito Italiano+++.............................    2,210,837
         260,000  IMI S.p.A.......................................    1,679,242
         190,000  Istituto Bancario San Paolo di Torino...........    1,179,941
         190,000  Mediobanca S.p.A................................    1,654,867
                                                                    -----------
                                                                     10,466,726
                                                                    -----------
 HOLDING COMPANIES -- 9.4%
       1,330,000  Cofide#.........................................  $   881,298
         850,000  Europa Investimenti++#..........................      527,868
          10,000  Finanziaria Italiana di Partecipazion++#........      664,493
 -----------------------------------------------
 STOCKS -- (CONTINUED)
 -------------------------------------------
 HOLDING COMPANIES -- (CONTINUED)
         800,000  Gaic S.p.A. Risp*#..............................      337,836
         150,000  IFI Privilegio..................................    2,268,281
         330,600  IFIL............................................    1,313,982
         542,500  IFIL Risp NC**..................................    1,103,361
         690,000  Sopaf...........................................    1,024,127
         241,500  Sopaf Risp*.....................................      275,957
          49,639  422 S.p.A.++#...................................      339,096
                                                                    -----------
                                                                      8,736,299
                                                                    -----------
 UTILITIES -- 7.8%
       1,800,000  Autostrade Privelegio...........................    2,408,943
         510,000  Edison..........................................    2,375,408
         546,500  Italgas.........................................    1,505,187
         700,000  Sondel..........................................    1,043,316
                                                                    -----------
                                                                      7,332,854
                                                                    -----------
 AUTOMOBILES -- 6.7%
       1,000,000  Fiat S.p.A.#....................................    4,086,322
         385,000  Gilardini#......................................      980,283
         460,000  Sogefi#.........................................    1,156,963
                                                                    -----------
                                                                      6,223,568
                                                                    -----------
 FOOD -- 5.3%
          15,595  Eridania-Beghin-Say#............................    2,033,815
       1,560,000  Parmalat Finanziaria S.p.A......................    1,680,857
         490,000  SME Meridionale Finanziaria.....................    1,186,772
                                                                    -----------
                                                                      4,901,444
                                                                    -----------
 MECHANICAL ENGINEERING -- 4.2%
         437,500  Ansaldo Transporti..............................    1,537,805
         180,000  Danieli.........................................    1,218,444
         266,750  Danieli Risp NC**...............................      977,379
         150,000  Fochi Filippo#..................................      235,212
                                                                    -----------
                                                                      3,968,840
                                                                    -----------
</TABLE>
 
                       See Notes to Financial Statements.
 
                                       7
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THE ITALY FUND INC.
Investment Portfolio as of January 31, 1995 (Continued)
- -----------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                                                      MARKET
                                                                     VALUE ($)
     SHARES                                                          (NOTE 1)
 <S>              <C>                                               <C>
 ------------------------------------------------------------------------------
</TABLE>

<TABLE>
 <S>              <C>                                               <C> 
 -------------------------------------------
 CHEMICALS AND PHARMACEUTICALS -- 3.1%
       1,070,000  Enichem Augusta S.p.A.#.........................  $ 2,056,606
         260,000  Recordati Risp NC**.............................      807,328
                                                                    -----------
                                                                      2,863,934
                                                                    -----------
 CEMENT AND CERAMICS -- 1.8%
          37,000  Calcestruzzi#...................................      184,971
         380,000  Italcementi Risp*...............................    1,459,587
                                                                    -----------
                                                                      1,644,558
                                                                    -----------
 RETAILING -- 1.8%
         181,790  La Rinascente...................................    1,049,928
         186,136  La Rinascente Risp*.............................      574,505
                                                                    -----------
                                                                      1,624,433
                                                                    -----------
 CONSTRUCTION AND PROPERTY -- 1.1%
         490,000  Vianini Lavori..................................      988,977
                                                                    -----------
 PUBLISHING -- 0.8%
         100,000  Arnoldo Mondadori...............................      776,277
                                                                    -----------
 TEXTILES -- 0.6%
         432,446  SIMINT S.p.A. -- Societa Italiana Manufatti#....       73,854
         225,000  Stefanel S.p.A..................................      530,973
                                                                    -----------
                                                                        604,827
                                                                    -----------
 OTHER -- 0.0%
           6,210  Marangoni#......................................       18,319
                                                                    -----------
                  TOTAL STOCKS
                   (COST $82,088,709).............................   84,341,931
                                                                    -----------
 
 -----------------------------------------------
 CONVERTIBLE BONDS -- 1.1%
 -------------------------------------------
 L 1,653,750,000  Costa Crociere, 6.750% due 01/01/00.............  $   792,342
     265,430,000  Mediobanca Alleanza, 4.000% due 09/03/99........      211,817
                                                                    -----------
                  TOTAL CONVERTIBLE BONDS (COST $964,647).........    1,004,159
                                                                    -----------
 -----------------------------------------------
 FIXED INCOME INVESTMENTS -- 6.2%
   (COST $5,904,969)
 -------------------------------------------
 L 10,000,000,000 Italy, Government of,
                    8.500% due 08/01/97...........................    5,814,470
                                                                    -----------
     SHARES
 -----------------------------------------------------
 WARRANTS -- 0.9%
 -------------------------------------------
          20,900  Alleanza Risp, Warrants, expire 02/29/96#.......       30,177
         735,000  Costa Crociere, Warrants, expire 11/30/99#......      214,532
         140,000  Credito Italiano S.p.A., Warrants, expire      
                    12/31/97#.....................................       49,992
         120,000  RAS, Warrants, expire 12/31/97#.................      525,384
         121,500  Sopaf, Warrants,                                 
                    expire 2/1/97#................................           75
          45,000  Stefanel S.p.A., Warrants, expire 01/01/00#.....       39,250
                                                                    -----------
                  TOTAL WARRANTS
                   (COST $754,839)................................      859,410
                                                                    -----------
</TABLE>

                       See Notes to Financial Statements.

                                        8
<PAGE>
- -------------------------------------------------------------------------------

O
- -------------------------------------------------------

THE ITALY FUND INC.
Investment Portfolio as of January 31, 1995 (Continued)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      MARKET
                                                                     VALUE ($)
   FACE VALUE                                                         (NOTE 1)
 <S>              <C>                                               <C>
 ------------------------------------------------------------------------------
</TABLE>
 
<TABLE>
 <C>              <S>                                               <C>
 -----------------------------------------------------
 REPURCHASE AGREEMENT -- 7.0%
   (COST $6,568,000)
 -------------------------------------------
 $     6,568,000  Agreement with Dean Witter, 5.750% dated
                    01/31/95, to be repurchased at $6,569,049 on
                    02/01/95, collateralized by $6,560,000 U.S.
                    Treasury Bonds, 7.625% due 02/15/07...........  $ 6,568,000
                                                                    -----------
</TABLE>
 
<TABLE>
 <S>                             <C>      <C>
 TOTAL INVESTMENTS
  (COST $96,281,164+)..........  105.6%   $98,587,970
 OTHER ASSETS AND LIABILITIES
  (NET)........................   (5.6)   (5,240,838 )
                                 ------   -----------
 NET ASSETS....................  100.0%   $93,347,132
                                 ------   -----------
                                 ------   -----------
 <FN>
 --------------------------
   *  Risp -- Risparmio (savings shares).
      Risp NC -- Risparmio Non-Convertible (non-
  **  convertible savings shares).
   +  Aggregate cost for Federal tax purposes.
  ++  Security restricted as to resale (Note 5).
      A portion of securities loaned at 01/31/95. Total
      market value of all securities loaned is
 +++  $5,272,166.
   #  Non-income producing security.
</TABLE>
 
                       See Notes to Financial Statements.
 
                                       9
<PAGE>
- --------------------------------------------------------------------------------
 
o
- --------------------------------------------
 
THE ITALY FUND INC.
 
Statement of Assets and Liabilities
January 31, 1995
- -----------------------------------------------------------------------------
 
<TABLE>
<S>                                               <C>       <C>
ASSETS:
Investments, at value (Cost $96,281,164) (Note 1)
  See accompanying schedule.......................          $ 98,587,970
Receivable for investment securities sold.........             1,354,694
Interest receivable...............................               195,605
Dividends receivable..............................                71,473
                                                            ------------
      Total Assets................................           100,209,742
 
LIABILITIES:
Collateral for securities loaned (Note 6)......... $6,571,711
Payable for investment securities purchased.......     65,896
Investment advisory fee payable (Note 2)..........     58,497
Custodian fees payable (Note 2)...................     37,500
Due to custodian..................................     24,185
Administration fee payable (Note 2)...............     15,599
Transfer agent fees payable (Note 2)..............      3,500
Accrued expenses and other payables...............     85,722
                                                  ----------
      Total Liabilities...........................             6,862,610
                                                            ------------
NET ASSETS........................................          $ 93,347,132
                                                            ------------
                                                            ------------
NET ASSETS consist of:
Distributions in excess of net investment
  income..........................................          $ (1,010,697)
Accumulated net realized loss on securities sold,
  forward foreign exchange contracts and foreign
  currency transactions...........................            (3,397,316)
Net unrealized appreciation on securities and
  foreign currency transactions...................             2,303,315
Par value.........................................                95,031
Additional paid-in capital in excess of par
  value...........................................            95,356,799
                                                            ------------
      Total Net Assets............................          $ 93,347,132
                                                            ------------
                                                            ------------
NET ASSET VALUE PER SHARE
  ($93,347,132  DIVIDED BY 9,503,089 shares of
  common stock outstanding) (Note 4)..............             $9.82
                                                                ----
                                                                ----
</TABLE>
 
                       See Notes to Financial Statements.
 
                                       10
<PAGE>
- --------------------------------------------------------------------------------
 
o
- --------------------------------------------
 
THE ITALY FUND INC.
 
Statement of Operations
For the Year Ended January 31, 1995
- -----------------------------------------------------------------------------
 
<TABLE>
<S>                                               <C>     <C>
INVESTMENT INCOME:
Dividends.........................................        $ 1,770,825
Interest..........................................          1,008,027
Less taxes withheld (Note 1)......................           (276,602)
                                                          -----------
      Total Investment Income.....................          2,502,250
EXPENSES:
Investment advisory fee (Note 2).................. $738,029
Custodian fees (Note 2)...........................  244,613
Administration fee (Note 2).......................  196,808
Legal and audit fees..............................  142,715
Advisory board and Directors' fees and expenses
  (Note 2)........................................  128,270
Transfer agent fees (Note 2)......................   41,307
Other.............................................  171,134
                                                  --------
      Total Expenses..............................          1,662,876
                                                          -----------
NET INVESTMENT INCOME.............................            839,374
                                                          -----------
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS
  (NOTES 1 AND 3):
Net realized gain/(loss) on:
  Securities transactions.........................          1,228,000
  Forward foreign exchange contracts and foreign
   currency transactions..........................            (45,624)
                                                          -----------
Net realized gain on investments during the
  year............................................          1,182,376
                                                          -----------
Net change in unrealized depreciation of:
  Securities......................................           (551,222)
  Foreign currencies and net other assets.........             (3,088)
                                                          -----------
Net unrealized depreciation of investments during
  the year........................................           (554,310)
                                                          -----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS...            628,066
                                                          -----------
NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS......................................        $ 1,467,440
                                                          -----------
                                                          -----------
</TABLE>
 
                       See Notes to Financial Statements.
 
                                       11
<PAGE>
- --------------------------------------------------------------------------------
 
o
- --------------------------------------------
 
THE ITALY FUND INC.
 
<TABLE>
<CAPTION>
                                              YEAR         YEAR
                                              ENDED        ENDED
 Statement of Changes in Net Assets         01/31/95     01/31/94
 <S>                                       <C>          <C>
 ------------------------------------------------------------------
 Net investment income...................  $   839,374  $   768,124
 Net realized gain/(loss) on securities
   sold, forward foreign exchange
   contracts and foreign currency
   transactions during the year..........    1,182,376   (2,677,995)
 Net unrealized
   appreciation/(depreciation) on
   securities sold, forward foreign
   exchange contracts and foreign
   currencies and net other assets during
   the year..............................     (554,310)  15,106,131
                                           -----------  -----------
 Net increase in net assets resulting
   from operations.......................    1,467,440   13,196,260
 Distributions to shareholders from:
   Net investment income.................     (581,844)    (426,675)
   Excess of net investment income.......   (1,056,493)     --
   Capital...............................      --           (48,443)
 Net increase in net assets from Fund
   share transactions (Note 4)...........      --        27,412,978
                                           -----------  -----------
 Net increase/(decrease) in net assets...     (170,897)  40,134,120
 NET ASSETS:
 Beginning of year.......................   93,518,029   53,383,909
                                           -----------  -----------
 End of year (including distributions in
   excess of net investment income and
   accumulated net investment loss of
   $1,010,697 and $257,530,
   respectively).........................  $93,347,132  $93,518,029
                                           -----------  -----------
                                           -----------  -----------
</TABLE>
 
                       See Notes to Financial Statements.
 
                                       12
<PAGE>
- --------------------------------------------------------------------------------
 
o
- --------------------------------------------
 
THE ITALY FUND INC.
 
Financial Highlights
- -----------------------------------------------------------------------------
    Set  forth below  is per  share operating  performance data  for a  share of
common stock outstanding, total investment return, ratios to average net  assets
and  other supplemental data. This information has been derived from information
provided in  the financial  statements  and market  price  data for  the  Fund's
shares.
<TABLE>
<CAPTION>
                                      YEAR          YEAR         YEAR       YEAR       YEAR        YEAR        YEAR        YEAR
 For a Fund share outstanding         ENDED        ENDED         ENDED      ENDED      ENDED       ENDED       ENDED       ENDED
 throughout each year.              01/31/95     01/31/94#     01/31/93    01/31/92  01/31/91    01/31/90    01/31/89    01/31/88
 <S>                                <C>         <C>            <C>         <C>       <C>         <C>         <C>         <C>
 -------------------------------------------------------------------------------------------------------------------
 Operating performance:
 Net asset value, beginning of
  year............................  $    9.84   $  8.43        $   11.08   $ 11.37   $   13.24   $    9.91   $    9.07   $   14.33
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Net investment income............       0.09      0.12             0.19      0.25        0.32        0.17        0.21        0.12
 Net realized and unrealized
  gain/(loss) on investments......       0.06      1.72            (2.84)     0.03       (1.01)       3.31        0.82       (3.65)
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Net increase/(decrease) in net
  assets resulting from investment
  operations......................       0.15      1.84            (2.65)     0.28       (0.69)       3.48        1.03       (3.53)
 Dilution in NAV from rights
  offering (Note 4)...............     --         (0.32)          --         --         --          --          --          --
 Offering expenses charged to paid
  in capital......................     --         (0.03)          --         --         --          --          --          --
 Distributions:
 Dividends from net investment
  income..........................      (0.06)    (0.07)          --         (0.25)      (0.34)      (0.15)      (0.19)      (0.36)
 Distributions in excess of net
  investment income...............      (0.11)    --              --         --         --          --          --          --
 Distributions from net realized
  gains...........................     --         --              --         (0.24)      (0.58)     --          --           (1.37)
 Distributions from capital (Note
  1)..............................     --         (0.01)          --         (0.08)      (0.26)     --          --          --
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Total distributions..............      (0.17)    (0.08)            0.00     (0.57)      (1.18)      (0.15)      (0.19)      (1.73)
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Net asset value, end of year.....  $    9.82   $  9.84        $    8.43   $ 11.08   $   11.37   $   13.24   $    9.91   $    9.07
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Market value, end of year........  $   8.750   $12.375        $   8.875   $  9.50   $   10.00   $   17.50   $    8.00   $    7.00
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Total investment return++........     (27.90)%   40.54%+++        (6.58)%    1.00%     (36.14)%    121.31%      16.97%     (32.16)%
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
                                    ---------   ------------   ---------   -------   ---------   ---------   ---------   ---------
 Ratios to average net
  assets/supplemental data:
 Net assets, end of year (in
  000's)..........................  $  93,347   $93,518        $  53,384   $70,186   $  72,055   $  83,902   $  62,743   $  57,445
 Ratio of net investment income to
  average net assets..............       0.85%     1.30%            2.04%     2.17%       2.28%       1.54%       2.23%       1.02%
 Ratio of operating expenses to
  average net assets..............       1.69%     1.69%            1.70%     1.53%       1.80%       1.90%       1.99%       1.92%
 Portfolio turnover rate..........         42%       46%              33%       24%         24%         15%         15%         19%
 
<CAPTION>
                                     PERIOD
 For a Fund share outstanding         ENDED
 throughout each year.              01/31/87*
 <S>                                <C>
 ---------------------------------
 Operating performance:
 Net asset value, beginning of
  year............................  $ 11.16
                                    ---------
 Net investment income............     0.22
 Net realized and unrealized
  gain/(loss) on investments......     2.95
                                    ---------
 Net increase/(decrease) in net
  assets resulting from investment
  operations......................     3.17
 Dilution in NAV from rights
  offering (Note 4)...............    --
 Offering expenses charged to paid
  in capital......................    --
 Distributions:
 Dividends from net investment
  income..........................    --
 Distributions in excess of net
  investment income...............    --
 Distributions from net realized
  gains...........................    --
 Distributions from capital (Note
  1)..............................    --
                                    ---------
 Total distributions..............     0.00
                                    ---------
 Net asset value, end of year.....  $ 14.33
                                    ---------
                                    ---------
 Market value, end of year........  $12.125
                                    ---------
                                    ---------
 Total investment return++........     1.04%
                                    ---------
                                    ---------
 Ratios to average net
  assets/supplemental data:
 Net assets, end of year (in
  000's)..........................  $90,793
 Ratio of net investment income to
  average net assets..............     1.83%+
 Ratio of operating expenses to
  average net assets..............     1.96%+
 Portfolio turnover rate..........       39%
</TABLE>
 
- --------------------------
  * The Fund commenced operations on February 28, 1986.
  + Annualized.
 ++ Total return represents aggregate total return for the periods indicated.
+++ The total return for the year ended January 31, 1994, adjusted for the
    effect of the rights offering completed in January of 1994 is 45.85%
    (unaudited).
 # Per share amounts have been calculated using the monthly average share
   method, which more appropriately presents per share data for the period since
   the use of the undistributed method does not accord with results of
   operations.
 
                       See Notes to Financial Statements.
 
                                       13
<PAGE>
- --------------------------------------------------------------------------------
o
- --------------------------------------------
 
THE ITALY FUND INC.
 
NOTES TO FINANCIAL STATEMENTS
 
1.  SIGNIFICANT ACCOUNTING POLICIES
 
    The  Italy  Fund Inc.  (the "Fund")  is registered  with the  Securities and
Exchange Commission under the Investment Company  Act of 1940, as amended, as  a
diversified, closed-end investment company for United States and other investors
desiring  to  achieve  international  diversification  by  participating  in the
Italian economy. The policies described  below are followed consistently by  the
Fund in the preparation of its financial statements in conformity with generally
accepted accounting principles.
 
        PORTFOLIO  VALUATION:  All securities  for  which market  quotations are
    readily available are valued at  the last sales price  prior to the time  of
    determination,  or, if  no sales  price is  available at  that time,  at the
    closing price quoted for the securities (but if bid and asked quotations are
    available, at the mean between the last current bid and asked prices, rather
    than the quoted closing price). Securities that are traded  over-the-counter
    are  valued, if bid and asked quotations  are available, at the mean between
    the current  bid and  asked prices.  If  bid and  asked quotations  are  not
    available,  then over-the-counter securities will be valued as determined in
    good faith by  the Board of  Directors. Investments in  securities having  a
    maturity  of 60  days or less  are valued  at cost with  accrued interest or
    discount earned included  in interest receivable.  All other securities  and
    assets  are valued at fair value as determined in good faith by the Board of
    Directors, although the actual calculation may be done by others.
 
        CURRENCY TRANSLATIONS: The books and records of the Fund are  maintained
    in  U.S. dollars. Italian  lire amounts are translated  into U.S. dollars on
    the following basis:
 
        (a) market value of investment securities, assets and liabilities at the
    midday spot (i.e., cash) rate; and
 
        (b) purchases and sales of investment securities, income and expenses at
    the midday spot rate on the respective dates of such transactions.
 
        Unrealized gains  and  losses  which  result  from  changes  in  foreign
    currency   exchange   rates   have   been   included   in   the   unrealized
    appreciation/(depreciation) of  investments, foreign  currency holdings  and
    net  other assets. Net realized foreign  currency gains and losses resulting
    from changes in  exchange rates  include foreign currency  gains and  losses
    between   trade   date  and   settlement   date  on   investment  securities
    transactions, foreign currency transactions  and the difference between  the
    amounts  of interest and dividends recorded on the books of the Fund and the
    amount actually received. The portion  of foreign currency gains and  losses
    related  to fluctuation in exchange rates between the initial purchase trade
    date and subsequent sale trade date is included in realized gains and losses
    on investment securities sold.
 
        FORWARD FOREIGN CURRENCY CONTRACTS:  Forward foreign currency  contracts
    are valued at the forward rate and are marked-to-market daily. The change in
    market value is recorded by the Fund as an unrealized gain or loss. When the
    contract  is closed, the Fund  records a realized gain  or loss equal to the
    difference between the value of the contract  at the time it was opened  and
    the value at the time it was closed.
 
        The  use  of  forward  foreign  currency  contracts  does  not eliminate
    fluctuations in the  underlying prices of  the Fund's portfolio  securities,
    but it does establish a rate of exchange that can be achieved in the future.
    Although  forward foreign currency contracts limit the risk of loss due to a
    decline in the value of the  hedged currency, they also limit any  potential
    gain  that  might  result should  the  value  of the  currency  increase. In
    addition, the Fund could
 
                                       14
<PAGE>
- --------------------------------------------------------------------------------
o
- --------------------------------------------------
 
THE ITALY FUND INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
    be exposed to  risks if the  counterparties to the  contracts are unable  to
    meet the terms of their contracts.
 
        SECURITIES  TRANSACTIONS  AND INVESTMENT  INCOME:  Investment securities
    transactions are  accounted  for  as  of  trade  date.  The  Fund  uses  the
    identified  cost  method  for  determining  the  realized  gain  or  loss on
    investments  for  both  financial  and  U.S.  Federal  income  tax   report-
    ing purposes. Dividend income and distributions to shareholders are recorded
    on   the  ex-dividend  date  except  that  certain  dividends  from  foreign
    securities are recorded as soon as  the Fund is informed of the  ex-dividend
    date. Interest income is recorded on the accrual basis.
 
        DIVIDENDS  AND DISTRIBUTIONS  TO SHAREHOLDERS: It  is the  policy of the
    Fund to distribute all taxable net investment income at least annually.  The
    Fund  currently expects to distribute substantially  all of its net realized
    capital gains,  if any,  annually.  The Board  of Directors  will  determine
    annually  whether  to  distribute  such net  gains  to  shareholders. Income
    distributions and capital  gain distributions are  determined in  accordance
    with  income  tax  regulations  which  may  differ  from  generally accepted
    accounting principles.  These differences  are  primarily due  to  differing
    treatments  of income and gains on various investment securities held by the
    Fund, timing  differences and  differing characterization  of  distributions
    made  by the Fund.  Permanent differences incurred  during the Fund's fiscal
    year resulting from different book and tax accounting for certain securities
    have been reclassified to paid-in capital at year-end.
 
        FEDERAL INCOME TAXES:  It is  the policy  of the  Fund to  qualify as  a
    regulated  investment  company by  complying  with the  requirements  of the
    Internal  Revenue  Code  of  1986,  as  amended,  applicable  to   regulated
    investment   companies.  Therefore,  no  Federal  income  tax  provision  is
    required. The Fund is subject to a 4% nondeductible excise tax measured with
    respect to  certain  undistributed  amounts of  net  investment  income  and
    capital gains.
 
        FOREIGN  INCOME  TAXES:  Investment  income received  by  the  Fund from
    Italian corporations  is subject  to foreign  income taxes  withheld at  the
    source.
 
2.  INVESTMENT ADVISORY, ADMINISTRATION AND OTHER FEES
 
    The  Fund  has entered  into an  investment advisory  agreement ("Investment
Advisory Agreement")  with  Lehman  Brothers  Global  Asset  Management  Limited
("Global  Asset Management"), a wholly owned  subsidiary of Lehman Brothers Inc.
("Lehman Brothers"). Under the  Investment Advisory Agreement,  the Fund pays  a
fee  computed and paid  monthly at an annual  rate of 0.75% of  the value of its
average monthly net assets.
 
    Prior to May  20, 1994, the  Fund was party  to an administration  agreement
with  The Boston Company Advisors, Inc.  ("Boston Advisors"), an indirect wholly
owned subsidiary of Mellon Bank Corporation ("Mellon"). Under the administration
agreement, the Fund paid a monthly fee at the annual rate of 0.20% of the  value
of its average monthly net assets.
 
    As  of  the close  of business  on May  20, 1994,  Smith Barney  Mutual Fund
Management Inc., ("SBMFM"), an affiliate of The Travelers Inc., succeeded Boston
Advisors as the Fund's administrator. The new administration agreement  contains
substantially the same terms and conditions, including the level of fees, as the
predecessor agreement.
 
    As of the close of business on May 20, 1994, the Fund and SBMFM also entered
into  a sub-administration  agreement (the  "Sub-Administration Agreement") with
Boston Advisors.  Under  the  Sub-Administration Agreement,  SBMFM  pays  Boston
 
                                       15
<PAGE>
- --------------------------------------------------------------------------------
o
- --------------------------------------------------
 
THE ITALY FUND INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
Advisors  a portion of its fee  at a rate agreed upon  from time to time between
SBMFM and Boston Advisors.
 
    For the  year ended  January 31,  1995, the  Fund incurred  total  brokerage
commissions of $193,112, of which $9,734 was paid to Lehman Brothers.
 
    No   officer,  director  or  employee   of  Lehman  Brothers,  Global  Asset
Management, SBMFM or  Boston Advisors or  of any parent  or subsidiary of  those
corporations  receives any compensation from the  Fund for serving as a Director
or officer of  the Fund.  The Fund  pays each Director  who is  not an  officer,
director  or  employee of  Lehman Brothers,  Global  Asset Management,  SBMFM or
Boston Advisors  or any  of their  affiliates  $7,500 per  annum plus  $750  per
meeting  attended and each Director emeritus who  is not an officer, director or
employee of Lehman Brothers Global Asset Management, SBMFM or Boston Advisors or
any of their  affiliates $3,750 per  annum plus $375  per meeting attended.  The
Fund  also reimburses each such Director  for travel and out-of-pocket expenses.
The Fund pays each  member of the  Advisory Board an annual  fee of $8,000  plus
$250  per meeting attended and reimburses  each Advisory Board member for travel
and out-of-pocket expenses.
 
    Boston Safe Deposit and Trust  Company, an indirect wholly owned  subsidiary
of  Mellon,  serves as  the Fund's  custodian.  The Shareholder  Services Group,
Inc.("TSSG"), a  subsidiary of  First  Data Corporation,  serves as  the  Fund's
transfer agent.
 
3.  SECURITIES TRANSACTIONS
 
    During  the year ended January 31, 1995, cost of purchases and proceeds from
sales  of  investment   securities  (excluding   short-term  investments)   when
aggregated amounted to $63,543,713 and $37,819,285, respectively.
 
    As  of January 31, 1995, the aggregate gross unrealized appreciation for all
securities in which  there was  an excess  of value  over tax  cost amounted  to
$12,583,700,  and the aggregate gross unrealized depreciation for all securities
in which there was an excess of tax cost over value amounted to $10,276,894.
 
4.  FUND SHARES
 
    As of January 31, 1995,  20 million shares of  $.01 par value capital  stock
were   authorized  and   9,503,089  shares   were  outstanding.   For  the  year
ended January 31, 1995, there was no capital
stock activity.
 
<TABLE>
<CAPTION>
                                               YEAR ENDED
                                                01/31/95
                                        -------------------------
                                         SHARES         AMOUNT
                                        ---------     -----------
<S>                                     <C>           <C>
Issued via rights offering*........     3,167,696     $27,408,313
Issued as reinvestment of
 dividends.........................           492           4,665
                                        ---------     -----------
Net increase.......................     3,168,188     $27,412,978
                                        ---------     -----------
                                        ---------     -----------
* On January 20, 1994, the Fund received sub-
 scriptions for 3,167,696 shares at a subscription price of $8.74
per share pursuant to the exercise of rights issued to
shareholders of record on December 28, 1993. Share issuance
costs, which totaled $277,350, were charged directly against the
proceeds of the offering.
</TABLE>
 
5.  RESTRICTED SECURITIES
 
    Certain of the Fund's investments are restricted as to resale and are valued
at the direction of the Fund's Board of Directors in good faith, at fair  value,
after  taking into consideration appropriate indications of value available. The
table below shows the number of shares  held, the acquisition date, value as  of
January  31, 1995, value per unit, percentage of net assets which the securities
comprise and aggregate cost of the securities.
 
                                       16
<PAGE>
- --------------------------------------------------------------------------------
o
- --------------------------------------------------
 
THE ITALY FUND INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
- --------------------------------------------------------------------------------
 
<TABLE>
<CAPTION>
                                         NUMBER OF   ACQUISITION    01/31/95     VALUE PER   PERCENTAGE OF NET
               SECURITY                   SHARES        DATE       FAIR VALUE      UNIT           ASSETS           COST
- --------------------------------------  -----------  -----------  ------------  -----------  -----------------  ----------
<S>                                     <C>          <C>          <C>           <C>          <C>                <C>
Europa Investmenti....................     850,000     07/02/91   $    527,868   $     0.62           0.6%      $  623,396
Finanziaria Italiana di
 Partecipazion........................      10,000     03/13/87        664,493        66.45           0.7          772,361
422 S.p.A.............................      49,639     03/21/94        339,096         6.83           0.4          295,889
                                                                                                     --
                                                                  ------------
    Total.............................                            $  1,531,457                        1.7%
                                                                                                     --
                                                                                                     --
                                                                  ------------
                                                                  ------------
</TABLE>
 
6.  LENDING OF PORTFOLIO SECURITIES
 
    The Fund has  the ability  to lend its  securities to  brokers, dealers  and
other   financial   organizations.  Loans   of  securities   by  the   Fund  are
collateralized by cash, letters of credit or U.S. government securities that are
maintained at all times in an amount at least equal to the current market  value
of the loaned securities.
 
    At  January 31, 1995, the Fund had securities on loan to certain brokers for
which the Fund received $6,571,711 as collateral.
 
    At January, 31, 1995, the Fund's  loaned securities had an aggregate  market
value of $5,272,166 which represents 5.6% of total net assets.
 
7.  CAPITAL LOSS CARRYFORWARDS AND OTHER TAX INFORMATION
 
    At  January 31,  1995, the  Fund had available  for Federal  tax purposes an
unused capital  loss carryforward  of $1,755,627  to offset  future net  capital
gains expiring in the year 2002.
 
    In  accordance with tax laws, the Fund  has elected to defer the recognition
of losses occurring between October 31 and January 31 until the first day of the
following fiscal  year. The  amount of  such deferral  is $498,231  of  currency
losses  and $1,641,690 of capital losses. These  losses for tax purposes will be
deemed to occur on February 1, 1995.
 
8.  CONCENTRATION OF CREDIT RISKS
 
    Because the  Fund  concentrates  its investments  in  securities  issued  by
Italian  corporations,  its  portfolio  may  be  subject  to  special  risks and
considerations not typically  associated with  investing in a  broader range  of
domestic  securities.  In  addition, the  Fund  is more  susceptible  to factors
adversely affecting the Italian  economy than a fund  not concentrated in  these
issuers to the same extent.
 
9.  SUBSEQUENT EVENT
 
    As  of February 15, 1995,  Morgan Guaranty Trust Company  of New York became
the Fund's custodian.
 
                                       17
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THE ITALY FUND INC.
 
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
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                        QUARTERLY RESULTS OF OPERATIONS
                                  (UNAUDITED)
 
<TABLE>
<CAPTION>
                                                                                NET REALIZED           NET INCREASE/ (DECREASE)
                                                                               GAIN/(LOSS) ON
                             INVESTMENT            NET INVESTMENT             INVESTMENTS AND          IN NET ASSETS RESULTING
                               INCOME               INCOME/(LOSS)                 CURRENCY                 FROM OPERATIONS
       QUARTER         ----------------------  -----------------------   --------------------------   --------------------------
        ENDED            TOTAL     PER SHARE     TOTAL      PER SHARE       TOTAL        PER SHARE       TOTAL        PER SHARE
 --------------------  ----------  ----------  ----------  -----------   ------------   -----------   ------------   -----------
 <S>                   <C>         <C>         <C>         <C>           <C>            <C>           <C>            <C>
 April 30, 1993......  $  208,399    $  0.03   $  (22,200)   $    0.00   $   (633,996)    $   (0.10)  $  4,646,508     $    0.73
 July 31, 1993.......   1,164,578       0.19      946,601         0.14       (673,685)        (0.10)     2,566,981          0.41
 October 31, 1993....     231,050       0.04      (51,313)       (0.01)      (330,679)        (0.05)     1,139,682          0.17
 January 31, 1994....     163,184       0.03     (104,964)       (0.01)    (1,350,029)        (0.21)     4,843,089          0.53
 April 30, 1994......     262,201       0.03       37,867         0.01        376,390          0.04     21,587,589          2.27
 July 31, 1994.......   1,568,187       0.17      933,702         0.10      2,317,766          0.24    (12,011,879)        (1.26)
 October 31, 1994....     275,691       0.03       19,893         0.00        578,197          0.06     (6,426,246)        (0.68)
 January 31, 1995....     396,171       0.04     (152,088)       (0.02)    (2,089,977)        (0.22)    (1,682,024)        (0.18)
</TABLE>
 
                                       18
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THE ITALY FUND INC.
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Shareholders and Board of Directors of The Italy Fund Inc.:
 
    We have audited the accompanying statement of assets and liabilities of  The
Italy  Fund Inc., including the schedule of portfolio investments, as of January
31, 1995, and the related statement of  operations for the year then ended,  the
statement  of changes in net assets for each of the two years in the period then
ended, and the financial highlights  for each of the  eight years in the  period
then  ended and for the period February 28, 1986 (Commencement of Operations) to
January 31, 1987. These  financial statements and  financial highlights are  the
responsibility  of the  Fund's management. Our  responsibility is  to express an
opinion on  these financial  statements and  financial highlights  based on  our
audits.
 
    We  conducted  our audits  in  accordance with  generally  accepted auditing
standards. Those standards require that we plan and perform the audit to  obtain
reasonable  assurance  about  whether  the  financial  statements  and financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements. Our  procedures  included confirmation  of  securities owned  as  of
January  31, 1995 by  correspondence with custodians and  brokers. An audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as   well  as  evaluating   the  overall  financial   statement
presentation.  We believe  that our  audits provide  a reasonable  basis for our
opinion.
 
    In our opinion, the financial  statements and financial highlights  referred
to above present fairly, in all material respects, the financial position of The
Italy  Fund Inc. as of  January 31, 1995, the results  of its operations for the
year then ended, the changes in its net assets for each of the two years in  the
period  then ended, and the financial highlights  for each of the eight years in
the period then  ended and  for the period  February 28,  1986 (Commencement  of
Operations)   to  January  31,  1987,  in  conformity  with  generally  accepted
accounting principles.
 
                                              COOPERS & LYBRAND L.L.P.
 
Boston, Massachusetts
March 10, 1995
 
                                       19
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THE ITALY FUND INC.
 
TAX INFORMATION (UNAUDITED)
FISCAL YEAR ENDED JANUARY 31, 1995
 
    The following  tax information  represents fiscal  year end  disclosures  of
various tax benefits passed through to shareholders at calendar year end.
 
    For  the fiscal  year ended  January 31,  1995, the  total amount  of income
received by the Fund  from sources within foreign  countries and possessions  of
the  United States was $0.29 per share (representing a total of $2,778,852). The
total amount of taxes  paid by the  Fund to such countries  was $0.03 per  share
(representing a total of $276,602).
 
    The  above figures may differ from those  cited elsewhere in this report due
to differences in the  calculations of income and  capital gains for  Securities
and  Exchange  Commission (book)  purposes  and Internal  Revenue  Service (tax)
purposes.
 
                                       20
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THE ITALY FUND INC.
 
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
 
    Pursuant to the  Fund's Dividend  Reinvestment and Cash  Purchase Plan  (the
"Plan"),  shareholders of the Fund whose shares are registered in their own name
may elect  to  have all  distributions  automatically reinvested  in  additional
shares  of the Fund by TSSG, as agent under the Plan. Distributions with respect
to shares registered  in the  name of shareholders,  such as  banks, brokers  or
nominees,  which hold  shares for  others (that  is, in  "street name"),  may be
reinvested by the  broker or nominee  in additional shares  under the Plan,  but
only if the service is provided by the broker or nominee. Investors who own Fund
shares  registered in the street name should consult their broker or nominee for
details regarding reinvestment. Shareholders who do not participate in the  Plan
will  receive all distributions in cash paid in dollars by check mailed directly
to the shareholder by TSSG as dividend paying agent.
 
    The number of shares of common stock  participants in the Plan in lieu of  a
cash  dividend is determined in the  following manner. Whenever the market price
of Fund shares is equal to or exceeds the net asset value of Fund shares at  the
time  such shares are valued for the purpose of determining the number of shares
equivalent to the  cash dividend  or distribution, participants  will be  issued
shares  of the Fund  at net asset value.  If net asset  value exceeds the market
price of Fund shares at such time, or  if the Fund should declare a dividend  or
other  distribution payable only in cash, TSSG  will buy Fund shares in the open
market, on the  New York Stock  Exchange or elsewhere,  beginning on the  record
date  for the dividend or distribution, until it has expended for such purchases
all of the cash that would otherwise be payable to the participants. The  number
of  purchased shares that will then be credited to the participants' accounts is
based on  the average  per share  purchase price  of Fund  shares so  purchased,
including  brokerage commissions. Shares issued by the  Fund are not issued at a
discount of more than 5 percent from the then current market value of the Fund's
shares. If the market price  exceeds the net asset  value of Fund shares  before
TSSG  has completed its purchases, the average  per share purchase price paid by
TSSG may exceed  the net  asset value  of the  Fund's shares,  resulting in  the
acquisition  of fewer shares than if the  dividend or distribution had been paid
in shares issued by the Fund.
 
    Participants in the Plan  have the option  of making additional  semi-annual
cash  payments to TSSG in any amount from  $100 to $3,000 for investment in Fund
shares. TSSG uses all funds  so received (as well  as any dividends and  capital
gains distributions received in cash) to purchase Fund shares in the open market
on or about February 15 and August 15 of each year.
 
    Plan participants are not subject to any charge for reinvesting dividends or
capital  gains distributions.  Each Plan participant  will, however,  bear a pro
rata share of brokerage commissions incurred with respect to TSSG's open  market
purchases  of Fund  shares in connection  with the reinvestment  of dividends or
capital gains distributions.
 
    The automatic reinvestment of dividends and capital gains distributions does
not relieve Plan  participants of  any income  tax that  may be  payable on  the
dividends  or capital gains distributions. A  participant in the Plan is treated
for federal income  tax purposes  as having  received, on  the dividend  payment
date,  a  dividend or  distribution  in an  amount equal  to  the cash  that the
participant could have received instead of shares.
 
    A shareholder  may  terminate participation  in  the  Plan at  any  time  by
notifying TSSG in writing. A termination will be effective immediately if notice
is    received    by    TSSG    not   less    than    10    days    before   any
 
                                       21
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dividend or  distribution  record  date.  Otherwise,  the  termination  will  be
effective,  with respect  to any subsequent  dividends or  distributions, on the
first  day  after  the  dividend  or  distribution  has  been  credited  to  the
participant's  account in  additional shares of  the Fund.  Upon termination and
according  to  a  participant's  instructions,   TSSG  will  either  (i)   issue
certificates  for the shares  credited to a  shareholder's Plan account together
with a check representing any fractional shares or (ii) sell such shares in  the
market.
 
    Information concerning the Plan may be obtained from TSSG at 1-800-331-1710.
 
PORTFOLIO MANAGEMENT
 
    Erich  Stock, who is Vice  President and Investment Officer  of the Fund, is
primarily responsible for management of the Fund's assets. Mr. Stock has  served
the Fund in these capacities since the commencement of the Fund's operations.
 
                                       22
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                              THE ITALY FUND INC.
 
<TABLE>
<S>                                <C>
INVESTMENT ADVISER                 OFFICERS
 
Lehman Brothers Global Asset
  Management Limited               Heath B. McLendon
Two Broadgate                      CHAIRMAN OF THE BOARD
London EC2M 7HA,                   Mario d'Urso
United Kingdom                     PRESIDENT
                                   Erich Stock
ADMINISTRATOR                      VICE PRESIDENT AND
Smith Barney Mutual Funds          INVESTMENT OFFICER
Management Inc.
388 Greenwich Street
New York, New York 10013           Lewis E. Daidone
                                   SENIOR VICE PRESIDENT
ADVISORY BOARD                     AND TREASURER
 
Andrea Farace
Pierre Henchoz                     Christina T. Sydor
Ing. Dott. Ettore Lolli            SECRETARY
Dott. Pietro Manes
Ambasciatore Egidio Ortona
 
DIRECTORS
 
Heath B. McLendon
Paolo M. Cucchi
James J. Crisona*
Alessandro C. di Montezemolo
Dr. Paul Hardin
George Pavia
 
*Emeritus
</TABLE>
 
<PAGE>
                                                             THE ITALY FUND INC.
 
This report is sent to the shareholders of The Italy
Fund Inc. for their information. It is not a Pro-
spectus, circular or representation intended for
use in the purchase or sale of shares of the Fund or
of any securities mentioned in the report.
 
Comparisons between changes in the Fund's net
asset value per share and changes in The Banca
Commerciale Italiana Index should be considered
in light of the Fund's investment policy and objec-
tives, the characteristics and quality of the Fund's
investments, the size of the Fund and variations
in the Lira/Dollar exchange rate. This Index
generally reflects ordinary shares (as opposed to
savings shares).
 
                              THE ITALY FUND INC.
                              388 GREENWICH STREET
                            NEW YORK, NEW YORK 10013
                                 (212) 816-4605
 
     Annual
     Report
        January 31, 1995



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