CITY OF NAPLES

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

INTRODUCTION...................................................................7

CITY OF NAPLES.................................................................9

THE ECONOMY...................................................................14

FINANCIAL CONDITION OF THE CITY...............................................16

DEBT OF THE CITY..............................................................26

THE REPUBLIC OF ITALY.........................................................28

OFFICIAL STATEMENTS...........................................................82

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES................................82

SCHEDULE OF OUTSTANDING DEBT AS OF DECEMBER 31, 2005..........................83


                                       6


                                  INTRODUCTION

THE EURO

The Treaty on the  European  Union (the  "MAASTRICHT  TREATY"),  which came into
effect on November 1, 1993,  established  the guidelines  for a single  European
currency  under the monetary  control of a European  Central Bank.  The European
Monetary Institute ("EMI") was subsequently  established with responsibility for
the technical  preparations for European Monetary Union (including  instruments,
procedures  and  regulations)  as  well  as for  strengthening  cooperation  and
coordination  among the  monetary  authorities  of the member  states.  With the
approval of the Council of the European Union, Italy, Austria, Belgium, Finland,
France, Germany,  Greece,  Ireland,  Luxembourg,  the Netherlands,  Portugal and
Spain (the  "PARTICIPATING  MEMBER  STATES")  agreed to adhere to the Maastricht
Treaty.

On January 1, 1999, the Euro officially became a currency, alongside each of the
national  currencies  of  Participating  Member  States,  which  were  fixed  at
irrevocable  conversion  rates to the Euro, and the currencies of other European
Union member  countries  that are not  Participating  Member  States also became
linked to the Euro.  The national  currency of each  Participating  Member State
continued to be the sole legal tender for cash transactions in each nation.  The
conversion  rate between the Euro and the Italian Lira was fixed at Lit.1,936.27
per Euro. The following table sets forth the fixed  conversion rates between the
Euro and each of the twelve Participating Member States' national currencies:



           BELGIAN/
          LUXEMBOURG   FRENCH  DEUTSCHE  IRISH     DUTCH    PORTUGUESE   SPANISH   AUSTRIAN   FINNISH  ITALIAN    GREEK
            FRANCS     FRANCS   MARK     POUNDS   GUILDER     ESCUDOS    PESETAS   SCHILLINGS  MARKS    LIRA     DRACHMA
          ---------   -------  -------  -------   -------   ---------    -------   ---------- -------  -------  --------
                                                                                 
(euro)1.00...    40.3399    6.55957  1.95583   0.787564  2.20371   200.482    166.386   13.7603   5.94573  1936.27   340.750


Also on  January  1, 1999,  the  European  Central  Bank in  Frankfurt  began to
determine the monetary  policy for the  Participating  Member States  centrally.
Beginning  on January 1, 2002,  the Euro was  introduced  as the legal tender in
each of the  Participating  Member States and each of the pre-existing  national
currencies  continued to be accepted for temporary  periods ending no later than
March 1, 2002.  The Italian Lira ceased to be legal tender on March 1, 2002, and
has been removed from circulation and replaced by the Euro.

All Lira amounts have been  converted  into Euro at the fixed  exchange  rate of
Lit.1,936.27 to (euro)1.00.

EXCHANGE RATES

The following  table sets forth,  for the periods and dates  indicated,  certain
information regarding exchange rates between the U.S. Dollar and the Euro, based
on the Noon Buying Rate for Euros  expressed  in Euro for $1.00  (rounded to the
nearest Euro).  These rates are provided solely for your convenience.  We do not
represent that the named  currencies could have been converted at these rates or
any other rate.

The column of averages in the tables  below shows the  averages of the  relevant
exchange  rates on the last  business  day of each  month  during  the  relevant
period.  The high and low columns  show the  highest  and the lowest  mid-market
quotes, respectively,  on any business day during the relevant period. Except as
otherwise  specified,  all amounts in this Annual  Report are  expressed in Euro
("EUR",  "EURO" or "(EURO)") or in United States Dollars ("DOLLARS",  "$", "US$"
or "U.S. DOLLARS").  Amounts stated in Dollars, unless otherwise indicated, have
been translated from Euro at an assumed rate solely for convenience,  and should
not be construed as  representations  that the Euro amounts  actually  represent
such Dollar  amounts or could be converted into Dollars at the rate indicated or
any other rate.


                                       7




                             U.S. DOLLAR PER EURO(1)

              YEAR ENDED DECEMBER 31,                 END OF PERIOD     AVERAGE(2)         HIGH             LOW
- --------------------------------------------------   --------------    -----------        -----            ------
                                                                                                
2005..............................................        1.18             1.24            1.35             1.17
2004..............................................        1.36             1.24            1.36             1.18
2003 .............................................        1.26             1.13            1.26             1.04
2002 .............................................        1.05             0.95            1.05             0.86
2001 .............................................        0.89             0.89            0.95             0.84


- ---------------
(1) Based on the U.S.  Federal  Reserve Bank noon buying rate for Euro for 2001,
    2002,  2003,  2004 and 2005.

(2) Based on the average of the exchange rates for the last business day of each
    month during the relevant period.


                                       8



                                 CITY OF NAPLES

GENERAL

The City of Naples  (the  "CITY"  or the "CITY OF  NAPLES")  is  located  in the
Southern  portion of the Republic of Italy  ("ITALY" or the  "REPUBLIC")  on the
Mediterranean coast in the region of Campania.

The City dates  from the sixth or seventh  century  B.C.,  when Greek  colonists
established  an outpost  under the name of  "Parthenope"  on what is now Naples.
"Parthenope"  later  changed  its name to  "Palepolis"  (old  town)  before  the
inhabitants of the Greek colony Cuma founded  "Neapolis"  (new town) in 475 A.D.
Over  the  centuries,  Naples  became a  prosperous  commercial  center  and has
remained an important trading port on the Mediterranean Sea ever since.

Today, the City occupies an area of 117.2 square kilometers  (approximately  453
square miles). With a population of approximately one million as of December 31,
2004,  Naples is the third  largest  city in Italy,  after Rome and  Milan.  The
population  of the Naples  metropolitan  area (known as the PROVINCIA DI NAPOLI)
amounted to approximately 3 million as of December 31, 2004.

Naples is the capital of the region of Campania  (hereinafter referred to as the
"REGION OF CAMPANIA" or the  "REGION"),  the second most  populous of Italy's 20
regions. As of December 31, 2005, Campania had a population of approximately 5.8
million  representing  approximately 9.9% of the population of Italy.  Campania,
along with the regions of Abruzzo, Molise, Puglia, Calabria,  Basilicata, Sicily
and Sardinia, form an area in Southern Italy known as the "MEZZOGIORNO".

With an international airport, an extensive road and rail network and one of the
most  important  ports in the  Mediterranean  Sea,  the City of  Naples  is well
connected  to local  communities  as well as  strategically  placed  to  conduct
international  trade. Its strategic  location  historically led to the growth of
Naples into one of Italy's major cities while the City's local  environment  and
proximity to the islands of Capri,  Ischia and Procida have established  tourism
as one of its most important industries.

In June 1996,  the City of Naples  issued $195  million in  aggregate  principal
amount of senior  notes (the  "NOTES")  in a  registered  offering in the United
States  and  listed  the Notes on the New York  Stock  Exchange.  The Notes bear
interest at a rate of 7.52% per annum and mature on July 15, 2006.

The principal  office of the City is located at PALAZZO SAN GIACOMO,  Piazza del
Municipio, Naples, Italy.

GOVERNMENTAL ORGANIZATION

RELATIONSHIP BETWEEN CENTRAL GOVERNMENT AND LOCAL GOVERNMENTS

The Republic of Italy has been a  democratic  republic  since June 2, 1946.  Its
government is organized territorially and administratively on national, regional
and local levels.  Legislative,  executive and judicial  powers are exercised at
the  national   level  by  the  Central   Government   of  Italy  (the  "CENTRAL
GOVERNMENT").  Limited  legislative  and  executive  powers are exercised by the
governments of regions (REGIONI, of which there are 20), provinces (PROVINCE, of
which  there  are  103)  and   municipalities   (COMUNI,   of  which  there  are
approximately 8,100).

The Central  Government has exclusive powers to act, INTER ALIA, in the areas of
international  relations,  defense, armed forces and national security,  foreign
trade and economic,  monetary and energy policies.  The Central  Government also
has  powers  to act in other  areas,  such as  public  works,  water  resources,
railways  and  transportation.  The Central  Government  provides a  substantial
portion of the funds of regions, provinces and municipalities.

Due to amendments to the Italian Constitution (the "CONSTITUTION") introduced by
Constitutional  Law No. 3 of October 18,  2001,  regions  were  granted  greater
legislative  powers which can be exercised  on all those  matters not  expressly
reserved to the  competence  of the Central  Government as well as on such other
matters  falling  within the  concurrent  competence  of regions and the Central
Government,  while provinces and municipalities  exercise certain regulatory and
executive powers at local level.

In particular,  new Article 118 of the  Constitution  attributes  administrative
functions  to  municipalities  with the  exception of those  functions  that are
attributed to provinces,  metropolitan cities, regions or the Central Government


                                       9



in order to guarantee the co-ordinated  exercise of these functions.  The recent
amendments to the  Constitution  implement the principle  that the management of
public  functions  should be attributed to those  entities  which are nearest to
citizens and consequently in a position to grant them the most efficient support
(PRINCIPIO DI SUSSIDIARIETA), such as municipalities.

As a consequence of the federalist reform which started with Law No. 59 of March
15,  1997  (the  "LEGGE  BASSANINI")  and  which  is still  in  progress  today,
municipalities  currently  derive the majority of their  revenues from their own
sources (namely taxes and income from the provision of public services).

In particular,  Constitutional Law No. 3 provides that: (i) municipalities  have
financial  autonomy within certain limits;  (ii)  municipalities are entitled to
establish and collect their own taxes and other revenues in a manner  consistent
with the general  criteria set forth by the  Constitution and in compliance with
the  principles  of  co-ordination  of public debt and the  domestic tax system;
(iii)  municipalities  are  entitled to receive a portion of Central  Government
taxes collected within their  territory;  (iv) the  redistribution  of resources
from richer to poorer areas shall be effected by means of an equalization  fund;
(v) the revenues listed in the preceding  paragraphs (i) to (iv) be used to fund
the public  functions  devolved  to  municipalities;  (vi) to  promote  economic
development,  cohesion and economic and social balance,  the Central  Government
shall devote additional resources to and, where necessary,  intervene in support
of, specific  municipalities;  and (vii) the municipalities shall have their own
assets attributed  according to the general  principles set forth by the Central
Government  and  may  incur   indebtedness  only  to  finance  investment  which
indebtedness cannot be guaranteed by the Central Government.

The Region of Campania  has powers with  respect to general  economic and social
issues and is  responsible  for  providing  resources to finance  municipal  and
provincial investment programs.  Its powers are largely administrative and cover
the regulation of regional offices and administrative authorities;  local, rural
and urban policing; fairs and markets;  charities,  health trusts and hospitals;
professional  training and education;  museums and libraries  belonging to local
authorities; town planning; tourism and hotels; national tramways and motorways;
road maintenance,  aqueducts and public works of national interest;  navigation;
regulations  relating to minerals  and thermal  water;  regulations  relating to
quarries; agriculture; forestry; and arts and crafts.

The City is responsible for managing City-owned properties,  providing City-wide
services  such as  urban  transportation,  water,  sewers  and  waste  disposal,
constructing  and  managing   government   housing  on  behalf  of  the  Central
Government,  certain  pre-schools,  museums and cultural  sites,  local economic
promotion,  certain  social  services  for  the  elderly,  foster  children  and
handicapped  individuals  (retirement  homes,  foster  care and  renovation  for
handicapped access) and various local civil services.  See "--Major Activities."
The City  conducts a number of these  services  through  its  subsidiaries.  See
"Financial Condition of the City--Subsidiaries."

LOCAL ADMINISTRATION

Naples is governed by a Mayor,  a City Council  (CONSIGLIO  COMUNALE) and a City
Board (GIUNTA COMUNALE).  Supervisory and advisory assistance is provided to the
City Council  through the Board of Auditors  (COLLEGIO DEI REVISORI).  Since the
electoral  reforms of June 1993,  the Mayor is elected  directly by popular vote
for an uninterrupted term of five years. The Mayor is responsible for appointing
the  members of the City  Board.  In Naples,  the City  Council  consists  of 60
members  elected by popular  vote for terms of five years.  The City Council has
responsibility  for the City's policy and  regulation.  In particular,  the City
Council is responsible for the City's accounts and budgets and enacting relevant
statutes and by-laws; the City's investment programs;  provisions of and setting
tariffs for public services; bond issues and other debt financing;  and managing
the City's fixed assets. The City Board is an administrative and executive body,
responsible for making proposals to the City Council and  administration  of the
City  Council's  policies.  The  City  Board  is in  charge  of  drawing  up the
provisional and final financial  statements and the long-term  budget.  The City
Board consists of the Mayor and sixteen ASSESSORI,  which are chosen directly by
the  Mayor  and  cannot  be  members  of the City  Council.  Each  ASSESSORE  is
responsible for one or more administrative departments.

The Board of Auditors, which is nominated by the City Council, consists of three
members that have  three-year  terms.  Members of the Board of Auditors have the
right to access all municipal  records and  documents and to attend  meetings of
the City  Council.  The Board of Auditors is  empowered  to provide  comments on
draft budgets and budget amendments, monitor the City's accounting and financial
management, prepare an annual report on the City's financial statements, conduct
cash controls on the City's  treasury  department on  three-month  intervals and
refer serious  mismanagement or fraud to the City Council and to law enforcement
authorities.


                                       10


Today, the Mayor must attain an absolute  majority of votes. In the event that a
candidate obtains less than a majority, a second ballot must be held between the
two candidates with the highest number of votes. Each list of candidates for the
City  Council  is  linked  to one  candidate  for the  position  of  Mayor.  The
candidates on the elected Mayor's list are automatically  awarded the greater of
60.0% of the City Council  seats or the  percentage  of the City  Council  seats
equal to the percentage  vote obtained in the election.  The remaining seats are
distributed among the candidates on the other lists based on the percentage vote
obtained in the election.

As of December 31, 2005, the mayor,  Mrs. Rosa Russo Jervolino,  a member of the
center-left  coalition  (L'ULIVO),  was in office. Mrs. Jervolino was elected to
office in May 2001.  Her term  expired  in May 2006 and she was  re-elected  for
another term.

The  following  table  shows  the  political  party  affiliations  of  the  City
Councilors elected in the most recent election:



             REPRESENTATION OF POLITICAL PARTIES IN THE CITY COUNCIL

                                                                                       ADMINISTRATIVE ELECTION OF
                                                                                              MAY 13, 2001
                                                                                      -------------------------------
                                 POLITICAL PARTY                                        SEATS          PERCENTAGE
- --------------------------------------------------------------------------------      -----------     ---------------

                                                                                                       
Democratic Party of the Left (PARTITO DEMOCRATICO DELLA SINISTRA)...............            18               30.0%
Daisy (MARGHERITA)..............................................................             5                8.3%
Popular Party (PARTITO POPOLARE)................................................             3                5.0%
Communist Refoundation (RIFONDAZIONE COMUNISTA).................................             3                5.0%
Greens (VERDI)..................................................................             3                5.0%
Renew Italy (RINNOVAMENTO ITALIANO).............................................             1                1.6%
Italian Democratic Left (SINISTRA DEMOCRATICA ITALIANA).........................             1                1.6%
Republican Party (PARTITO REPUBBLICANO).........................................             1                1.6%
Italian Communist Party (PARTITO DEI COMUNISTI ITALIANI)........................             1                1.6%
TOTAL MAJORITY..................................................................            36               60.0%
                                                                                      -----------     ---------------


Go Italy (FORZA ITALIA).........................................................            11               18.3%
National Alliance (ALLEANZA NAZIONALE)..........................................             5                8.3%
House of Liberties - Martusciello for Major
(CASA DELLE LIBERTA PER MARTUSCIELLO PER SINDACO)...............................             5                8.3%
Christian Democratic Party (PARTITO DEMOCRATICO CRISTIANO)......................             2                3.3%
White Flower (BIANCO FIORE).....................................................             1                1.6%
                                                                                      -----------     ---------------
TOTAL OPPOSITION................................................................            24               40.0%
                                                                                      -----------     ---------------

                                                                TOTAL CITY COUNCIL          60              100.0%
                                                                                      ===========     ===============



EMPLOYEES OF THE CITY

The following table shows the employees of the City at the dates indicated:

                         EMPLOYEES OF THE CITY OF NAPLES

                                      YEAR ENDED DECEMBER 31,
                   -------------------------------------------------------------
                       2000        2001         2002         2003        2004
                   ---------    ---------    ---------    ---------    ---------
City of Naples.....   13,471       13,457       13,432      13,537      13,303
                   =========    =========    =========    =========    =========

As of December 31, 2004, the City employed 13,303 employees, representing a 1.7%
decrease from the December 31, 2003 total of 13,537. The decrease was the result
of the  retirement  of employees  without  replacing  them with new employees in
accordance with the cost-cutting  measures set forth in a law passed by the City
in 2003.

Unions represent City employees. Separate contracts are negotiated on a national
basis for non-executive and executive  employees.  Generally,  the contracts are
for four-year terms and the economic aspects of the contract are


                                       11



negotiated  every  two  years.  The  contracts  generally  expire  prior  to the
negotiation of a new contract. Until the new contract is in effect, the terms of
the prior  contract are generally  respected and upon  effectiveness  of the new
contract retroactive payments are made. The City's national contracts expired on
December 31, 2003. New national  contracts were entered into on January 1, 2004.
Naples has not experienced  significant  work stoppages by City employees in the
past  three  years.  The  pensions  of City  employees  are paid by the  Central
Government entity INPDAP (Institute of Social Security for Public Administration
Employees), which was created specifically for public sector employees.

MAJOR ACTIVITIES

The City is responsible for managing  City-owned  properties.  The management of
these properties was outsourced to an external company, Romeo Immobiliare, which
provides  City-wide  services such as urban  transportation,  water,  sewers and
waste disposal,  constructing and managing  government  housing on behalf of the
Central  Government,  certain  pre-schools,  museums and cultural  sites,  local
economic promotion, certain social services for the elderly, foster children and
handicapped  individuals  (retirement  homes,  foster  care and  renovation  for
handicapped access) and various local civil services. The City conducts a number
of these services through its subsidiaries  (joint stock companies  (SOCIETA PER
AZIONI)). See "Financial Condition of the City--Subsidiaries."

PUBLIC  HOUSING.   The   construction  and  maintenance  of  public  housing  is
substantially  funded by the Central  Government with a lesser part sustained by
the City. The Central  Government  provides its funding allotment through direct
project grants to the City,  which are then disbursed  under the  supervision of
the City's  administration.  After several years of low capital  expenditures on
public  housing  due  to  DISSESTO,   in  2004  the  City  spent   approximately
(euro)31,011,336 million on housing improvement, renovation and construction.

EDUCATION.  Primary and secondary education is principally the responsibility of
the Central Government. The City operates nursery schools and kindergartens. The
City also  provides  funding  for  certain  expenses  of primary  and  secondary
schools. Furthermore, five universities are located in Naples, however, they are
not the responsibility of the City.

WASTE  COLLECTION  AND  DISPOSAL.  The City and the  Region  of  Campania  share
responsibility  for waste  disposal.  Garbage  collection  is  performed by ASIA
S.p.A.,  which is 100.0% owned by the City.  Identifying  and  constructing  new
dumps is the responsibility of the Region of Campania.

PUBLIC  SECURITY.  The City maintains a municipal  police force of approximately
2,470  officers.  The main  responsibilities  of the  police  force are  traffic
control  and  traffic  violations,  audits  for  evasion of City fees and taxes,
public building security and enforcement of building codes. In 2004, significant
expenses were incurred totaling (euro)78 million for public security purposes.

SEWAGE SYSTEM AND  WATERWORKS.  The City is  responsible  for the  construction,
maintenance  and management of the sewage system in the City. As of December 31,
2004, the sewage system consisted of over 1,000 kilometers of sewers. Due to the
age of the  sewage  system,  for the past few  years the City has  budgeted  and
incurred  significant  maintenance and capital  expenditures for the system. The
City supplies  drinkable water to its inhabitants  through ARIN (AZIENDA RISORSE
IDRICHE DI NAPOLI),  a joint stock company  (SOCIETA PER AZIONI) wholly owned by
the City. See "Financial Condition of the  City--Subsidiaries."  ARIN utilizes a
network of approximately  2,360 kilometers of pipes to distribute drinking water
to more than 2 million  people in the Naples  metropolitan  area with an average
water supply of  approximately  104,084,151  cubic meters in 2004.  As part of a
process towards a more efficient management system of water resources, including
sourcing,  distribution,  depuration  and  sewerage,  the Region of Campania has
recently  implemented a  reorganization  plan,  whereby the  management of water
resources  has  been  entrusted  to  macro-urban   areas,   each  named  "AMBITO
TERRITORIALE  OTTIMALE"  ("ATO"),  which must assign the  activities  to private
companies by calling for tenders.  ARIN, as the leading company in the Region of
Campania,  would in a good position to obtain such assignments.  However,  as of
December 31, 2004, such assignment had not yet been carried out.

URBAN  AND  SUBURBAN  TRANSPORTATION.  The City  provides  urban  transportation
through ANM (AZIENDA  NAPOLETANA  MOBILITA),  a joint stock company (SOCIETA PER
AZIONI) 100.0% owned by the City and Metronapoli S.p.A., which is 62.0% owned by
the City.  ANM also  provides  suburban  transportation  through CTP  (CONSORZIO
TRASPORTI PUBBLICI), a consortium 50.0% owned by the City and 50.0% owned by the
PROVINCIA DI NAPOLI. See "Financial Condition of the City--Subsidiaries."


                                       12



URBAN  INFRASTRUCTURE.   City  planning  is  designed  to  promote  the  orderly
development   and  continual   improvement  of  the  City  and  to  provide  the
infrastructure for a healthy and cultural urban life for its citizens. For these
purposes  the City  prepared  and  recently  approved a  regulatory  plan (PIANO
REGOLATORE)  relating  to the  design,  construction  and  maintenance  of urban
infrastructure,  including roads, subways, waterworks,  sewage works, parks, and
urban  development for  residential  area projects and  redevelopment  projects.
Building  regulations are also imposed for land use control and for safety, fire
prevention  and  sanitation  purposes,  as well as to ensure the  conformity  of
buildings with zoning and occupancy regulations.

ROADS. There were approximately  1,211 kilometers of public roads in the City as
of December 31, 2004.  While the City is not responsible for the construction of
new roads, it is responsible for their maintenance and lighting.

OTHER TRANSPORT. Naples International Airport (Capodichino) connects Naples with
other major Italian and  international  airports.  The operations of Capodichino
are conducted by GE.S.A.C. (SOCIETA GESTIONE SERVIZI AEROPORTI CAMPANIA S.P.A.),
a limited liability  corporation  which is owned by British Airport  Authorities
Plc ("BAA", which owns 65.0% through its subsidiary BAA Italia S.p.A.), the City
of Naples and  PROVINCIA  DI NAPOLI  (which  own 12.5%  each),  SEA  S.p.A.  and
Interporto Campano S.p.A. (which own 5.0% each); see "Financial Condition of the
City--Subsidiaries." In 2004,  approximately 4.63 million passengers traveled on
flights arriving at or departing from Capodichino  resulting in an 1.0% increase
from the approximately 4.59 million passengers  registered in 2003. In addition,
approximately 25,000 tons of merchandise were transported through the airport in
2004 as compared to 29,000 tons in 2003 (Source: Bank of Italy Annual Report for
2004 - May 2000).

The port of Naples is one of the  largest  Italian  ports  with  respect  to the
number of passengers and ships and the  fourth-largest  with respect to tonnage.
In  2004,  the  port  had a  flow  of  approximately  1,027,235  passengers  and
approximately  19,448,709  tons of cargo as compared to 859,849  passengers  and
approximately  19,414,315 tons of cargo in 2003  representing a 19.5% and a 0.2%
increase,  respectively.  The port is  managed  by an  autonomous  entity  (ENTE
AUTONOMO PORTO) (Source: Bank of Italy Annual Report for 2004 - May 2005).

CITY PROPERTIES.  The City owns  properties,  including land and buildings (both
for public use and residential  housing) which at December 31, 2004, had a value
of  approximately  (euro)3,733  million,  according  to the  public  registrar's
office.  All  such  properties  are  subject  to  the  DISSESTO  procedure.  See
"Financial Condition of the City--DISSESTO FINANZIARIO."

UTILITIES.  As in other parts of Italy,  the construction of the network and its
maintenance are provided by Telecom Italia S.p.A. The electrical power in Naples
is  supplied  primarily  by  ENEL,  the  formerly   state-owned  electric  power
distribution company.



                                       13



                                   THE ECONOMY

REGION OF CAMPANIA

The  following  discussion  of the economy of Campania  and the City is based on
data of Istat  (ISTITUTO  NAZIONALE  DI  STATISTICA),  the Bank of Italy  (BANCA
D'ITALIA), and the Region of Campania.

In 2004,  approximately  6.5% of Italy's  gross  domestic  product  ("GDP")  was
generated in Campania and 3.36% of Italy's GDP (as added value) was generated in
Naples.  In the year ended  December  31,  2004,  Campania's  GDP per capita was
approximately  (euro)15,496 as compared to approximately  (euro)22,930 for Italy
as a whole. The unemployment  rate in 2004 was 15.6% in Campania (as compared to
8.0% in Italy during the same period).

THE EUROPEAN UNION'S  OPERATIONAL  PROGRAM FOR CAMPANIA.  On August 8, 2000, the
European Commission approved an operational program (the "PROGRAM") for Campania
to support the Region's  development  through measures on natural,  cultural and
human resources,  local development systems,  urban areas,  networks and service
centers.  The Program is part of the Community  Support Framework for the period
2000-2006  (QUADRO  COMUNITARIO DI SOSTEGNO)  which  operates in  underdeveloped
areas by assisting their  development  and supporting  their economic and social
stability.  In Italy,  such areas  comprise  the entire  MEZZOGIORNO.  The total
amount  of  the  grant  is  approximately  (euro)9,216  million.  The  Community
contribution  amounts to (euro)3,825  million (41.5% of the total),  the balance
being borne by national  and  regional  authorities  and by the private  sector.
Community  funding will be provided by the European  Regional  Development  Fund
(65.5%),  the European Social Fund (16.5%),  the European Guidance and Guarantee
Fund (17.0%) and the Financial Instrument for Fisheries Guidance (1.0%).

Funds  provided by the Central  Government and the European Union are contingent
upon their  being  allocated  to specific  projects  and must be returned to the
European Union if not spent on such projects.

The Program  principally  focuses on six areas: (i) NATURAL RESOURCES  (measures
relating to the improvement of water resources,  soil and coastline  protection,
upgrading of natural areas,  waste processing and energy management with special
reference to renewable resources);  (ii) CULTURAL RESOURCES  (enhancement of the
region's cultural resources as a factor  contributing to its economic and social
development);  (iii)  HUMAN  RESOURCES  (measures  are  closely  linked  to  the
Commission's  recommendations and the national action plan in the context of the
European strategy for employment; research and technological innovation measures
are also planned);  (iv) LOCAL DEVELOPMENT  SYSTEMS (promoting local development
systems,  in  particular  industrial  districts  and  export  systems,  and  new
companies,   supporting   demand  for   high-quality   services  and   upgrading
professional  qualifications;   special  emphasis  is  placed  on  boosting  the
competitiveness   of  tourism  and   developing  its   potential);   (v)  CITIES
(enhancement  of the  City's  role in its  territorial  context  as a  means  of
improving  competitiveness  and the social  potential of urban areas);  and (vi)
NETWORKS   AND  SERVICE   CENTERS  (the   measures  aim  to  develop   transport
infrastructures and to accelerate the introduction of the information society in
education,   public   administrations   and  the  production  base;  actions  to
internationalize the regional economy are also planned). In addition,  technical
assistance  measures  will  be  provided  to  assist  with  the  management  of,
information on,  implementation of, control and evaluation of all aspects of the
Program.

THE CITY OF NAPLES

GENERAL.  Naples is the major  business,  commercial and cultural  center of the
Region of  Campania.  In 2004,  the  City's  GDP per  capita  was  approximately
(euro)14,000  as  compared  to an  average  of  (euro)15,496  for the  Region of
Campania as a whole.

Naples is a center for tourism due to its  historic  value and the  proximity of
Pompei,  Hercolaneum,  the Amalfi  Coast and the  islands  of Capri,  Ischia and
Procida.  In 2004,  approximately  21.4 million  tourists  visited the Region as
compared  to 21.3  million  in  2003,  representing  a  increase  of  0.7%.  The
administration  has made the  restoration  of the historic areas of the City, in
particular near the port, a centerpiece of its agenda to promote tourism.

EMPLOYMENT.  The  unemployment  rate for the City of Naples  is higher  than the
Italian national average,  as is the case for the Region of Campania as a whole.
In 2004,  the  unemployment  rate was 18.9% in Naples and 15.6% in the Region as
compared to a national average of 8.0%.  Since 1995, the  unemployment  rate for
the City of Naples has decreased by approximately 30.8%.


                                       14


INFLATION. The table below shows annual increases in the consumer price index of
Naples and Italy for the periods indicated.

                         CHANGE OF CONSUMER PRICE INDEX

                                      YEAR ENDED DECEMBER 31,
                   -------------------------------------------------------------
                      2000        2001         2002         2003          2004
                   ---------    ---------    ---------    ---------    ---------
Naples..........      1.9%        2.7%         2.4%         2.7%          2.6%
Italy...........      2.5%        2.7%         2.5%         2.5%          2.2%
                   =========    =========    =========    =========    =========

- ---------------
Source:  Istat, SERVIZI STATISTICI COMUNE DI NAPOLI.


                                       15



                         FINANCIAL CONDITION OF THE CITY

SUMMARY

The  City of  Naples  prepares  its  financial  statements  in  accordance  with
accounting  principles and standards  established by the Local  Authorities  Act
(REGOLAMENTO  DI  CONTABILITA),  which  requires the  preparation  of the annual
provisional  budget (BILANCIO  ANNUALE DI PREVISIONE),  the pluri-annual  budget
(BILANCIO PLURIENNALE) and the financial report (RENDICONTO).

The  relationships  between the City,  the Central  Government  and the regional
government are governed by one principal law, Law 267/2000 (the "MUNICIPAL LAW")
and by the annual  financial  laws  (LEGGI  FINANZIARIE).  The City  derives the
majority of its revenues from transfers,  primarily from the Central Government.
Municipalities  are permitted to levy direct and indirect  taxes and charges and
fees for services.

The general administration of Naples' finances is the responsibility of the City
Board and the City Council.  The budget is initially developed by the respective
departments of the City and consolidated by the financial  services  department.
After  approval  by the City  Board,  the  budget  is  provided  to the Board of
Auditors for its review and comments.  Thereafter,  the budget  together with an
annual report prepared by the Board of Auditors is submitted to the City Council
for  approval.  The City  Council  is  required  to approve  year-end  financial
statements  no later than on June 30 of each  year.  The budget for each year is
required  to be  approved by December  31 of the  previous  year.  In  practice,
however,  the budget may be delayed  due to the lack of a budget at the  Central
Government.  The City  budget is  completed  after the  approval  of the Central
Government  budget,  so that  the  budgeted  revenues  from  Central  Government
transfers  are  committed,  not  estimated.  If the  City's  budget has not been
approved by the beginning of the year,  expenditures  are limited to one twelfth
of the previous  year's  amounts,  except for payment of personnel,  outstanding
obligations,  debt  payments,  taxes and  operations  necessary  to avoid severe
damage to the local  authority,  which are not subject to such  limit.  At least
once a year,  by  September  30, the  administration  is  required to review the
budget for  imbalances  and to make any  necessary  adjustments  by November 30.
Local authorities must include in the budget a reserve of not less than 0.3% and
not more than 2.0% of budgeted  expenses to be used for extraordinary or greater
than expected expenses.

The current surplus is calculated on an accrual basis.  The current revenues are
required to exceed current  expenditures  and debt  repayments.  The issuance of
bonds is permitted  only for capital  investments  or to refinance  older,  more
expensive loans, where bonds would provide access to more favorable funding. New
borrowing is only permitted if interest expense,  net of interest transfers from
the central and regional  governments,  is less than 12 % of the year's  current
revenue.

MUNICIPAL TREASURER (TESORIERE  COMUNALE).  Municipalities in Italy are required
to effect all  payments  and  collect  all  revenues  through an account  with a
specially  appointed  municipal treasurer  (TESORIERE  COMUNALE).  The municipal
treasurer  intermediates  funds  between  the City and the  Bank of  Italy.  The
municipal  treasurer  is required  to deposit all surplus  cash on a daily basis
into an account at the local branch of the Bank of Italy (TESORERIA  UNICA).  In
the case of Naples, the municipal treasurer is SanPaolo - Banco di Napoli.

IRREVOCABLE  PAYMENT  DELEGATION  (DELEGAZIONE  DI  PAGAMENTO).   The  municipal
treasurer can be granted an  irrevocable  authorization  to pay interest on, and
repay the  principal  of,  debt when due on behalf of the City  (DELEGAZIONE  DI
PAGAMENTO).  Upon entering into a bond issue,  the City is required to implement
such a DELEGAZIONE  DI PAGAMENTO by providing the municipal  treasurer  with the
required  power as well as a timetable  for payments of interest and  principal.
The City may, but is not required to,  provide for a DELEGAZIONE DI PAGAMENTO on
loans other than bonds. Historically, the City has made such irrevocable payment
delegations on all its financial indebtedness.  See "Debt of the City." Once the
authority has been delegated, the municipal treasurer is required to make future
payments as interest and  principal  become due. The  Municipal law requires the
municipal  treasurer to allocate  appropriate  funds in a reserve for payment of
interest and principal on debt.  Payments are made out of funds arising from tax
revenues,  transfers  from the Central  Government,  the Region and other public
entities and certain non-tax revenues.

REVENUES AND EXPENDITURES.  The following table sets forth the current revenues,
expenditures, capital revenues and spending for the periods indicated:


                                       16




                                                                YEAR ENDED DECEMBER 31,
                                      ---------------------------------------------------------------------------
                                                                                                         BUDGET
                                        2001          2002          2003         2004         2005       2006(2)
                                      ---------     ---------    ---------     ---------   ---------    --------
                                                                       ((EURO) MILLIONS)
                                      ---------------------------------------------------------------------------
                                                                                        
  Current revenues...............       1,301.5      1,304.5      1,266.0       1,277.0      1,323.0      1,304.0
  Previous Year Balance for
  Current Expenditures(1)........           5.0          7.2            0             0            0          138
  Current Expenditures...........      (1,167.3)    (1,149.8)    (1,112.0)     (1,190.0)    (1,276.0)    (1,373.0)
                                      ---------     --------    ---------     ---------    ---------     --------
  Current Balance................         139.2        161.0        154.0          87.0         47.0         69.0
                                      ---------     --------    ---------     ---------    ---------     --------
  Capital Revenues...............         114.0        248.8        253.0         197.0        117.0        714.0
  Previous Year Balance for
  Capital Expenditures(1)........           1.3            0            0             0            0
  Capital Spending...............        (235.7)      (359.7)      (515.0)       (474.0)        (361)        (834)
                                      ---------     --------    ---------     ---------    ---------     --------
  Balance Before Financing.......          17.5        (51.0)      (108.0)       (190.0)        (197)         (51)
                                      ---------     --------    ---------     ---------    ---------     --------
  New Borrowing..................          93.8         51.2        205.0         501.0          403          211
  Reimbursement of Borrowing.....          74.3         73.4         78.0        (297.0)        (185)        (132)
                                      ---------     --------    ---------     ---------    ---------     --------
  TOTAL BALANCE..................          38.3         28.8         19.0          14.0         21.0         28.0
                                      =========     ========    =========     =========    =========     ========


- ---------------
(1)  Represent  surpluses from previous years allocated to Current  Expenditures
     and Capital Expenditures, as indicated.

(2)  Approved by the City Council on January 24, 2006

The City's  current  balance has shown a surplus  since 1991.  In the past years
until 2002,  as a result of  increases  in current  revenues  and  decreases  in
expenditures from budgeted amounts, there has been a significant increase in the
current balance from the budgeted  amount.  From 1998 to 2002,  capital spending
was greater than capital  revenues because the City used surpluses from previous
years to finance both current  expenditures and capital  spending.  In 2004, the
City's current  balance  decreased  while capital  revenues  decreased.  In 2005
current  expenditures  increased in  correspondence to the ending of the current
administration and the start of the new administration.

DISSESTO FINANZIARIO

Naples  declared  DISSESTO in May 1993.  DISSESTO  occurs when a municipality is
either  insolvent or unable to further  guarantee the supply of basic  services.
The City  remains  subject to  DISSESTO,  which does not affect the  payments on
financial indebtedness subject to DELEGAZIONE DI PAGAMENTO and does not apply to
transactions  entered into by the City  subsequent to the date on which DISSESTO
was declared.  The City has made all payments,  both interest and principal,  on
all financial indebtedness since entering DISSESTO.

The primary reason Naples went into DISSESTO was that special entities for which
the  City  was  financially   responsible  made   expenditures   that  were  not
appropriated in the budget.  Recent legislation now provides that unappropriated
expenses  are not  deemed  to be  expenditures  of the  municipality  and that a
creditor only has recourse against the employee, as an individual, who agreed to
such  unauthorized  expenditure.  In  addition,  the special  entities  (SOCIETA
SPECIALI) have been transformed into joint stock companies (SOCIETA PER AZIONI),
therefore their indebtedness is not reflected on the financial statements of the
City.

The procedure of DISSESTO is governed by  Legislative  Decree No. 66 of March 2,
1989,  which has been amended and the procedures  streamlined  and simplified on
several  occasions  in the past years.  The state of DISSESTO is  commenced by a
declaration  to that effect by the City Council,  publication  of such notice by
the Italian Ministry of the Interior and the appointment by the President of the
Republic of Italy of the ORGANO  STRAORDINARIO DI  LIQUIDAZIONE,  a three-person
committee  (the  "STATUTORY  RECEIVERS").  The primary  purpose of the Statutory
Receivers is to perform a full audit of claims entered into prior to the date of
DISSESTO (the  "PRE-DISSESTO  CLAIMS") against the City and to assess the assets
available  to pay these  claims and to recover  all unpaid  amounts  owed to the
City. The Statutory Receivers in Naples were appointed by Presidential decree of
the Italian Republic dated May 3, 1993.

Upon conclusion of a full accounting and verification of the PRE-DISSESTO Claims
and the  recovery of credits  owed to the City,  the  Statutory  Receivers  must
present  to the  Ministry  of  Interior  a plan for  repayment  of the  verified
PRE-DISSESTO  Claims  (the  "VERIFIED  CLAIMS")  for its  approval.  The Central
Government  is required to grant a loan through CASSA  DEPOSITI E PRESTITI,  the
amount of which  varies  based on the  number of  inhabitants  of the  entity in
DISSESTO.  Subsequent  debt service for the loan is funded by transfers from the
Central Government.  In preparing its


                                       17


plan for repayment of Verified Claims, the Statutory  Receivers consider whether
the  size of the  loan to be  received  by the  CASSA  DEPOSITI  E  PRESTITI  is
sufficient to cover all Verified Claims.

As of December 31, 2005, creditors have been paid a total of (euro)689.9 million
of the total amount initially owed and the City saved approximately  (euro)229.4
million  through the simplified  procedure  described  above. As of December 31,
2005,  approximately (euro)7.9 million remained outstanding.  Funds available to
the Statutory Receiver as at that date totaled (euro)13.05 million. In addition,
the City has approximately  (euro)64.78  million (yet to be received) in credits
available to cover these debts.

On February  15, 2006 the ORGANO  STRAORDINARIO  DI  LIQUIDAZIONE  approved  the
official plan of closure of dissesto.

FINANCIAL FEDERALISM

Current  (Ordinary)  transfers  of funds  by the  Central  Government  represent
approximately  44,27% of the current  revenues of the City.  The  Municipal  law
transformed the financial  relationship between the Central Government and local
authorities   by  focusing  on  greater   financial   autonomy   and   financial
responsibility of local authorities.

In order to implement  such  changes,  the  collection of certain taxes and fees
that were previously the  responsibility  of the Central  Government are or will
become the  responsibility  of the City.  This has resulted and will result in a
proportional  reduction  of tax  transfers to local  authorities  by the Central
Government. See "--Current Revenues."

Furthermore,  the  Municipal  law  established  three  basic  types  of  Central
Government  transfers:  ordinary transfers,  equalization  transfers and capital
transfers.  Ordinary transfers are and will continue to be increasingly based on
objective standards such as the size and population of the city and its economic
and social  indicators.  Equalization  transfers  are  allocated  by the Central
Government  where the median  income of the residents is lower than the national
average,  as is the case in Naples.  Capital transfers are based on the size and
population of the city and made for specific capital  expenditures in connection
with public work projects and cannot be used to finance current expenditures.

Transfers  of funds to local  authorities  are  dependent on the finances of the
Central  Government.  While  the City is not  aware of any  plan to  change  the
current  transfer  system,  there can be no assurance  that  transfers  from the
Central Government will continue in the manner or the amounts of the past.

CURRENT REVENUES

SOURCES OF REVENUE.  Transfers of funds by the Central Government and the Region
represent  approximately  47,52% of the revenues of the City.  The City collects
certain taxes, fees and charges. The specific taxes and fees that municipalities
are  allowed to levy are as  follows:  use tax for use of public  spaces;  waste
collection  and disposal and sewage  treatment  and disposal  fees;  advertising
taxes;  and real estate  taxes  (IMPOSTA  COMUNALE  SUGLI  IMMOBILI  (ICI)).  In
addition,  in 1998 the Central  Government  passed a law  introducing  a new tax
regime for the year  1999-2000,  whereby each  municipality  could apply a local
personal  income  tax  not  to  exceed  0.5%  of  the  personal  taxable  income
(ADDIZIONALE  IRPEF).  The  rate of this  local  personal  income  tax  could be
introduced  progressively over a period of three years, through annual increases
not to exceed 0.2% each year, up to the 0.5% maximum rate. The rate would become
fixed in the third  year.  The City  applied  an  initial  0.2% tax for the year
1999-2000 and has increased the rate to 0.4% for the year 2001,  and to 0.5% for
the years 2002, 2003, 2004 and 2005

The  following  table  shows a breakdown  of the  sources of the City's  current
revenues for the periods indicated:

                                       18


                                CURRENT REVENUES



                                                                YEAR ENDED DECEMBER 31,
                                      ----------------------------------------------------------------------------
                                                                                                          BUDGET
                                        2001          2002         2003          2004         2005        2006(2)
                                      ---------     ---------    ---------     ---------   ---------    ----------
                                                                      ((EURO) MILLIONS)
                                      ----------------------------------------------------------------------------
                                                                                         
Tax Revenues
IMPOSTE.........................         218.4         214.6         328.1        330.1         340.9        326.2
TASSE...........................         106.5         112.6         112.8        128.0         133.2        134.4
TRIBUTI SPECIALI................           1.2          78.3           2.6          2.6             0            0
                                      --------     ---------     ---------     --------     ---------     --------
   Total tax revenue............         326.1         405.5         443.5        460.7         474,1        460.6
Current Transfers
Central Government..............         715.2         640.9         557.9        560.3         551.6        547.8
Campania........................          27.9          70.4          52.6         33.9          73.0         61.0
Other...........................           4.4           1.0           1.1          5.0           4.2          5.4
                                      --------     ---------     ---------     --------     ---------     --------
   Total current transfers......         747.6         712.3         612.0        599.2         628.8        614.2
Non-Tax Revenue
Public services.................          94.5         111.2          98.3        101.3          93.7         98.0
Rents...........................          27.4          28.0          25.9         40.1          43.3         43.0
Interest income.................           9.5           5.9           6.5          7.2           8.9          3.4
Competitions, refunds and payoffs          0.7           0.2           0            0.3          47.4         31.0
 Profits                                                                                          1.3          1.7

Corrections.....................            --            --             0            0             0            0
Other revenues..................          95.5          41.3          79.4         68.2          25.4         51.6
                                      --------     ---------     ---------     --------     ---------     --------
   Total non-tax revenues.......         227.9         186.6         210.4        217.1         220.0         84,3
                                      --------     ---------     ---------     --------     ---------     --------
Current Revenues................       1,301.5       1,304.4       1,265.5      1,277.0       1,322.9      1,159.1
                                      ========     =========     =========     ========     =========     ========
Previous year balance for current
  expenditures(1)...............           5.0           7.2             0            0             0          138
                                      --------     ---------     ---------     --------     ---------     --------
TOTAL CURRENT REVENUES..........       1,306.5       1,311.6       1,265.5      1,277.0       1,322.9      1,297.1
                                      ========     =========     =========     ========     =========     ========


- ---------------
(1) Represent  surpluses from previous years allocated to current  expenditures,
    as indicated.
(2) Approved by the City Council on January 24, 2006.

TAX REVENUES consist of IMPOSTE,  TASSE and TRIBUTI  SPECIALI  (taxes,  fees and
special fees).  IMPOSTE,  the principal  source of tax revenue,  are real estate
taxes (IMPOSTA  COMUNALE SUGLI IMMOBILI (ICI)) based on the value of real estate
registered with the public  registrar's  office at a rate of 0.55% for household
residences.  TASSE include fees for the exploitation of public areas for private
use,  for  the  consumption  of  electric  power  and  for  the  performance  of
administrative duties (such as the issuance of stamps or notarizations). TRIBUTI
SPECIALI are fees for the right to make street advertisements and fees for water
purification.  In 2004, tax revenues increased by (euro)17.2 million, or 3.9% as
compared to 2003, due to the increase of the TARSU.

CURRENT TRANSFERS are made by the Central Government and the Region of Campania.
The  transfers  take  the  form  of both  ordinary  transfers  and  equalization
transfers.  The median  income of the  residents of Naples is below the national
average and consequently Naples receives significant equalization transfers from
the Central  Government.  The decline in current transfers between 1999 and 2000
was mainly due to the assignment of the employment  agreements of  approximately
1,500  support  staff  employees  for local  schools to the Central  Government,
thereby  decreasing  the City's need for Central  Government  funds to cover the
salaries  of such  employees,  as well as a  decrease  in the  number  of public
projects  financed  by  the  Central  Government.  In  2004,  current  transfers
decreased by (euro)12.8  million,  or 2.1% as compared to 2003. The decrease was
due mainly to a decrease of  (euro)18.7  million in  transfers  from the Region.
This  phenomenon  was repeated in 2005,  but smaller  transfers  from the Region
resulted in a total reduction of current transfers.

NON-TAX REVENUES include revenues from public services,  rents, interest income,
CONCORSI  (credits),   RIMBORSI  (reimbursements),   RECUPERI  (recoveries)  and
corrections.  PUBLIC SERVICES include fees charged for services  provided


                                       19


by the City (such as sport  centers),  as well as for the  private use of public
property  (such as parking lots) and fines for traffic law  violations and other
offenses. RENTS consist of payments made to the City for the lease of City-owned
properties.  INTEREST INCOME is the interest  earned on overdue  payments to the
City. CONCORSI, RIMBORSI and RECUPERI include value added tax credits payable to
the City,  social security grants for elderly people and  reimbursements  by the
Central  Government,  Region of  Campania  and the  PROVINCIA  DI NAPOLI for the
conduct  of  elections.  CORRECTIONS  will  result  from  matching,  with  equal
expenses, the notional rents for schools and other municipal buildings. In 2004,
non-tax revenues increased by (euro)6.7 million, or 3.2%,  primarily as a result
of (i) revenues from public services, and (ii) rents.

CURRENT EXPENDITURES

Current expenditures include personnel,  goods and services,  current transfers,
interest expense and corrections.

The  following  table sets forth the  current  expenditures  of the City for the
periods indicated.

                              CURRENT EXPENDITURES




                                                                YEAR ENDED DECEMBER 31,(1)
                                              --------------------------------------------------------------------------
                                                                                                                  BUDGET
                                                2001          2002         2003          2004         2005        2006(2)
                                              ---------     ---------    ---------     ---------   ---------    --------
                                                                      ((EURO) MILLIONS)
                                              --------------------------------------------------------------------------
                                                                                                 
Personnel expenses........................      402.6        421.2         419.0         428.4       437.6         441.8
Goods and services........................      493.7        485.4         490.2         536.4       571.9         540.3
Rents, leases and related costs...........        9.8         10.5          12.2          11.2        12.9          13.1
Current transfers.........................       97.3        118.0          64.3          56.7        81.1          80.1
Interest expense..........................       53.5         51.5          50.0          54.3        71.4          61.2
Corrections...............................          0            0             0             0           0             0
Taxes.....................................       28.6         32.0          32.8          34.2        33.7          34.5
Extraordinary expenses....................       81.7         31.2          45.1          69.6        67.6          61.0
Others....................................         --           --            --            --          --         141.2
                                              -------      -------       -------       -------     -------       -------
TOTAL CURRENT EXPENDITURES................    1,167.2      1,149.8       1,112.6       1,190.8     1,276.2       1,373.2
                                             ========      =======       =======       =======     =======       =======


- ---------------
(1)  Pursuant to the  Legislative  Decree of the Republic of Italy no. 194/96 of
     January 1, 1996,  the  accounting  criteria  employed to compile  financial
     statements  of  regional  and local  governmental  entities  have  changed,
     requiring  monies  transferred  from the City to the Special Entities to be
     reclassified  as  payment  for goods and  services  as  opposed  to current
     transfers.

(2)  Approved by the City Council on January 24, 2006

PERSONNEL  EXPENSES  are  salaries,  social  security  expenses  and expenses in
connection with early  retirement.  GOODS AND SERVICES  include amounts spent on
goods  and  services  provided  by  independent  contractors,   such  as  street
maintenance,  and by certain of the City's  subsidiaries.  CURRENT TRANSFERS are
transfers  made by  Comune  di  Napoli  in favor of other  public  entities,  as
redistribution of contributions purposely obtained or as new contributions.

INTEREST  EXPENSE is the interest paid on the City's  long-term  and  short-term
debt.  CORRECTIONS are the accounting adjustments that reflect revenues relating
to matters such as regional funding.

The following table sets forth the current expenditures of the City attributable
to its major activities for the periods indicated.

                                       20



                     CURRENT EXPENDITURES BY MAJOR ACTIVITY




                                                                            YEAR ENDED DECEMBER 31,
                                                 --------------------------------------------------------------------------
                                                                                                                     BUDGET
           ACTIVITY                                2001          2002         2003          2004         2005        2006(2)
           --------                              ---------     ---------    ---------     ---------   ---------    --------
                                                                               ((EURO) MILLIONS)
                                                 --------------------------------------------------------------------------
                                                                                                   
Administration................................      375.6       435.9         394.3        419.2         491.1       613.6
Roads and Transportation......................      183.5       138.5         147.4        159.5         145.7       160.2
Education, Culture, Sport and Recreational           99.7                     114.3        116.3         116.4       120.6
Activities....................................                  101.8
Public Security...............................       77.3        71.7          80.4         78.0          78.8        93.4
Housing and Environmental Management..........      294.4       258.3         258.1        303.2         295.9       238.2
Social Services(1)............................      122.7       126.9         106.9        100.6         138.3       138.6
Services and Local Economic Promotion.........       12.0        14.6           8.4         11.0           6.9         5.8
Other.........................................        2.0         2.1           2.4          3.0           3.1         2.2
                                                 --------     -------       -------      -------       -------     -------
TOTAL.........................................    1,167.2     1,149.8       1,112.6      1,190.8       1,276.2     1,373.2
                                                 ========     =======       =======      =======       =======     =======


- ---------------
(1)  Primarily  services  for  elderly  and  disabled  persons as well as foster
     service.

(2) Approved by the City Council on January 24, 2006

Current  Expenditures  in 2000  increased  as compared to 1999,  mainly due to a
substantial increase in housing and environmental matters,  public security, and
other  expenses,  which was partially  offset by a decrease in social  services.
Current  Expenditures  in 2001 increased by (euro)130.1  million,  or 12.5%,  as
compared  to 2000,  mainly  due to a  substantial  increase  in  administration,
education, culture, sport and social activities,  partially offset by a decrease
in roads and transportation  activities.  Current Expenditures in 2002 decreased
by (euro)17.4 million, or 1.5%, as compared to 2001, mainly due to a decrease in
roads and transportation  activities.  Current Expenditures in 2003 decreased by
(euro)37.2  million,  or  3.2%,  as  compared  to  2002,  due to a  decrease  in
administrative  expenses,  and a slight  decrease in services and local economic
promotion.  Current  Expenditures  in 2004 increased by (euro)78.2  million,  or
7.0%,  as compared to 2003,  due to an  increase in  expenditures  for goods and
services.  Current Expenditures increased in 2005 by 7.1% due to the increase of
administrative  costs and  costs  for  cultural,  educational  and  recreational
activities.

CAPITAL REVENUES AND CAPITAL EXPENDITURES

CAPITAL  REVENUES  consist  of  asset  sales,   capital   transfers  and  credit
collections.  Asset  sales  consist of the sale of  City-owned  assets.  CAPITAL
TRANSFERS include  contributions  from the Central  Government,  the Region, the
European Union and other public entities.  The City incurs CAPITAL  EXPENDITURES
for the development  and improvement of facilities for housing,  transportation,
the renovation of public property for general use and other civic purposes.

The following  table sets forth the capital  revenues of the City for the period
indicated.

                                CAPITAL REVENUES



                                                                            YEAR ENDED DECEMBER 31,
                                                 --------------------------------------------------------------------------
                                                                                                                   BUDGET
                                                    2001          2002         2003          2004       2005       2006(1)
                                                 ---------     ---------    ---------     ---------   ---------    --------
                                                                               ((EURO) MILLIONS)
                                                 --------------------------------------------------------------------------
                                                                                                    
Asset sales...................................        0.1        0.6            0.11          0.2          4.3         32.1
Capital transfers.............................      114.2      248.1          253.29        197.0        112.5        621.6
                                                 --------     ------         -------       ------        -----       ------
TOTAL.........................................      114.3      248.7          253.4         197.2        116.8        653.7
                                                 ========     ======         =======       ======        =====       ======


- ---------------
(1) Approved by the City Council on January 24, 2006.

The decrease in 2000 was mainly due to a substantial  decrease in transfers from
the  Central  Government  for works  related to the City's  subway  system.  The
significant  decrease  in 2001 was  attributable  to a  substantial  decrease in



                                       21


capital transfers from the Central  Government and the Region, due to a slowdown
in  the   implementation  of  certain  public  projects,   including  roads  and
transportation  projects  such  as  the  subway  system,  land  development  and
environmental  projects  and  maintenance  works for  municipal  buildings.  The
increase in 2002 was  attributable to the  implementation  of additional  public
projects.  In 2003,  the increase was due to higher  transfers  from the Central
Government.  The decrease in 2004 and 2005 was attributable mainly to a decrease
in transfers from the Central Government.

The following table sets forth the capital expenditures of the City attributable
to its major activities for the periods indicated.

                              CAPITAL EXPENDITURES



                                                                            YEAR ENDED DECEMBER 31,
                                                 --------------------------------------------------------------------------
                                                                                                                    BUDGET
                                                     2001         2002         2003          2004       2005         2006(1)
                                                  ---------     ---------    ---------     ---------   ---------    -------
                                                                               ((EURO) MILLIONS)
                                                 --------------------------------------------------------------------------
                                                                                                  
Administration.............................          13.3          22.7        73.8          150.5       106.6       66.8
Roads and Transportation...................          63.8         265.5       264.7          129.6       126.8      297.2
Education, Culture, Sport and Recreational           21.5          10.5        38.5           35.8        20.1       34.0
Activities.................................
Public Security............................           1.2           1.5         0.1              0         2.0        1.0
Housing and Environmental Management.......         132.9          54.4       119.7          141.2        69.0      108.7
Social Services(1).........................           0.9           1.6         8.3            4.9        27.0        7.2
Services and Local Economic Promotion......           2.2           3.5         9.7           10.7         6.5        2.0
Other......................................           0.0           0.0         0.0            1.3         3.0        0.0
                                                  -------       -------     -------        -------      ------      -----
TOTAL......................................         235.7         359.7       514.8          474.0       361.0      516.9
                                                  =======       =======     =======        =======      ======      =====


- ---------------
(1)  Includes  primarily  services for elderly and  disabled  persons as well as
     foster service.

(2)  Approved by the City Council on January 24, 2006.

Capital expenditures  included both capital expenditures financed in part by the
City and  capital  expenditures  financed  through  transfers  from the  Central
Government,  the Region and the European Union.  The amount financed by the City
includes funds  accumulated from budget surpluses in previous years,  borrowings
and asset sales. In 2001, the significant  decrease in Capital  expenditures was
due to a slowdown in implementation of certain public projects,  including roads
and  transportation  projects such as the subway system,  land  development  and
environmental  projects and maintenance works for municipal  buildings.  Capital
expenditures  in 2002 and 2003  included both capital  expenditures  financed in
part by the City and capital  expenditures  financed through  transfers from the
Central Government, the Region and the European Union. The increases in 2002 and
2003 were attributable to the  implementation of additional public projects.  In
2004,  the  decrease  was  due  to  a  decrease  in  roads  and   transportation
expenditures.  In 2005, expenses for investments increased  significantly due to
the transfer of funds from the European Union.



SUBSIDIARIES

The City owns  interests in 22  companies,  seven of which operate in the public
service sector. The value of the fixed assets of the City's subsidiaries amounts
to nearly (euro)800 million.  In addition,  these subsidiaries use assets of the
City such as  infrastructure,  warehousing,  stations and  vehicles.  All public
service sector  subsidiaries were converted into joint stock companies  (SOCIETA
PER AZIONI) to permit  efficient  use of cash flow and to  increase  their asset
base.

The following table lists the most significant subsidiaries of the City:



                                       22





                                               SHAREHOLDING OF THE
                SUBSIDIARY                          CITY (%)              NET ASSETS 2004         NET ASSETS 2005
- ------------------------------------------   ------------------------    ----------------       ------------------
                                                                                                
A.R.I.N. S.p.A..........................               100.00                   180.6                    221.1
A.N.M. S.p.A............................               100.00                    67.0                     91.1
A.S.I.A. S.p.A..........................               100.00                    38.0                     33.0
C.T.P. S.p.A............................                50.00                     6.8                     27.7
GE.S.A.C. S.p.A.........................                12.50                    41.0                     44.1
Mostra d'Oltremare S.p.A................                66.70                   168.6                    168.9
Metronapoli S.p.A.......................                89.00                     2.0                      2.0


                               BALANCE SHEET 2005



                                                                AS OF DECEMBER 31, 2005
                                  ----------------------------------------------------------------------------------
                                                                                                         METRONAPOLI
           SUBSIDIARY             A.R.I.N. SPA   A.N.M. SPA   A.S.I.A. SPA    C.T.P. SPA    MOSTRA SPA       SPA
- -------------------------------   ------------- ------------ -------------   -----------   -----------  ------------
                                                                     ((EURO) MILLIONS)
                                  ----------------------------------------------------------------------------------
                                                                                              
Liquid asset....................        49,4           5,7           5,2            0,3           4,2           1,4
Credits.........................       226,8         164,4         193,9           96,0           6,5          56,0
Tangible assets.................       317,8          97,9          25,2           61,2         192,1           1,0
Intangible assets...............       132,0           0,7           0,2            1,4           0,2           0,5
Other...........................        60,4          14,9           0,9            4,0           0,1           0,2
                                     -------       -------       -------        -------        ------         -----
TOTAL ASSETS....................       786,4         283,6         225,4          162,9         203,1          59,1
                                     =======       =======       =======        =======        ======         =====
Other liabilities...............       330,1          77,9         178,9           34,4           8,7          48,7
Financial liabilities
(including Retirement Allowance)        15,3          89,2          12,0           70,8           1,3           7,6
Other...........................       229,9          25,4           1,6           30,1          24,2           0,8
                                     -------       -------       -------        -------        ------         -----
Net equity......................       211,1          91,1          32,9           27,6         168,9           2,0
                                     -------       -------       -------        -------        ------         -----
TOTAL LIABILITIES...............       186,4         283,6         225,4          162,9         203,1          59,1
                                     =======       =======       =======        =======        ======         =====



A.N.M.

A.N.M.  S.p.A.  (AZIENDA NAPOLETANA  MOBILITA) is primarily  responsible for the
operation of the bus and tramway  transport in the City of Naples.  In 2004, its
fleet  comprised   approximately   1,000  vehicles.   The  A.N.M.   fleet  makes
approximately 500,000 journeys per day on 167 routes,  covering an urban network
of  approximately  404 kilometers and a suburban  network of  approximately  119
kilometers.  A.N.M.  manages five bus depots, one filobus depot, one tram depot,
five car parks, two workshops and six electrical control centers.

A surveillance  system was installed which  constantly  monitors the service and
allows for the real-time central management of the fleet.

In 2002,  ANM  incurred a loss of  (euro)14.3  million,  mainly as a result of a
decrease in payments for services  transferred  from the City and an increase in
costs for  services.  In 2003,  ANM's loss amounted to (euro)6.4  million.  This
improvement was due to a revised organization of the subsidiaries implemented in
2003.  In 2004,  ANM incurred a loss of (euro)9.6  million,  which was primarily
attributable to personnel expenses. In 2005, however, ANM recorded a net gain of
(euro)347,874,  which represented a substantial reversal of the historical trend
and was due primarily to efficiency improvements.

C.T.P.

C.T.P. S.p.A.  (COMPAGNIA TRASPORTI PUBBLICI),  was converted into a joint stock
company  in March  2001 and  manages  the urban and  suburban  public  transport
services within the provinces of Naples and Caserta.

The  service  for the year 2004 was  carried  out,  pursuant  to  article  46 of
Regional Law No.3 dated March 28, 2002, by means of temporary  service contracts
(CONTRATTI  DI SERVIZIO  PONTE)  between the company and local  authorities.  In
recent  years,  C.T.P.  has  extended  its scope of  activity  to  services  and
operations relating to transportation, creating numerous subsidiaries.


                                       23



At December 31, 2004, the entity employed  approximately 1,800 persons. In 2004,
its fleet was comprised of approximately 500 buses, which covered  approximately
2,300 kilometers and transported  approximately 35 million  passengers per year.
During 2003, C.T.P. completed a process of transformation and reorganization. As
of  December  31,  2004,  a  central  structure  co-ordinated  the  control  and
governance of activities  of the company and its  subsidiaries,  and the company
was divided into three operating divisions: services, workshops, and assets. The
company  established  NAMET S.p.A.  and brought into service 50 methane operated
buses, the largest such fleet in Central and Southern Italy. C.T.P. obtained the
ISO 9001/2000 and SA 8000  certificates  and publishes a report on environmental
sustainability on a yearly basis.

In 2004,  CTP incurred a net loss of  (euro)38.8  million,  as compared to a net
loss of (euro)43.1 million in 2003 and a net loss of (euro)36.9 million in 2002.
In 2005, net loss amounted to (euro)18.6  million.  Consequently,  CTP continued
his march of  improvement  in efficiency  and in reduction of costs.  Losses are
funded annually in proportion to the share ownership.  Annual losses reflect the
ongoing need for subsidies to cover  expenses not covered by other  transfers or
reserves.

A.R.I.N.

A.R.I.N.  S.p.A.  (AZIENDA RISORSE IDRICHE NAPOLI) supplies water to the City of
Naples and to the provinces of Avellino,  Benevento,  Naples and Caserta.  It is
one of the largest  companies  supplying water to Southern Italy. As of December
31, 2004,  the company  supplied more than 1 million  inhabitants of the City of
Naples  and  approximately  650,000  inhabitants  in the  provinces.  It had 552
employees and 280,000 user contracts across 26  municipalities  of Campania.  In
2003,  A.R.I.N.  also obtained the ISO9001 (Vision 2000)  certificate of quality
and the research department acquired the SINAL accreditation.

In 2002, ARIN's recorded a net loss of (euro)4.1 million and in 2003, ARIN's net
loss  amounted  to  (euro)1.2  million.  In 2004,  ARIN  recorded  a net gain of
(euro)41,971,  which was primarily  due to improved  efficiency.  In 2005,  ARIN
recorded  a net gain of  (euro)714.369,  confirming  the  trend of the  previous
years.

A.S.I.A.

A.S.I.A.   S.p.A.   (AZIENDA  SERVIZI  IGIENE  AMBIENTALI)  manages  health  and
environmental services for the City of Naples. It was originally incorporated as
a special  company  (AZIENDA  SPECIALE)  but  became a joint  stock  company  in
December 2003.  A.S.I.A.  carries out the collection and transportation of waste
refuse of the area.  The  service  provided  is  limited  exclusively  to refuse
collection  and  removal.  The  company  is not  responsible  for  recycling  or
disposal, which are the responsibility of the Region.

The municipal  program for the management of urban solid waste  disposal,  which
was  recently  approved,  gives  A.S.I.A.  the  most  important  role in the new
program.  The program  provides  for the change of the TARSU  (TASSA SUI RIFIUTI
SOLIDI  URBANI - solid refuse tax) fee into a tariff as of January 1, 2005,  and
A.S.I.A.  will carry out the  assessment  and  collection  of such tariff.  As a
result, the consideration for the service will no longer be accounted for in the
balance  sheet of the  municipality,  but instead will be  accounted  for in the
balance  sheet of the  company  which  will  have  sole  responsibility  for the
management of the revenues.

In 2004, A.S.I.A.  recorded a net loss of (euro)9.9 million as compared to a net
loss of approximately (euro)29.4 million in 2003. In 2005, the net loss amounted
to  (euro)5.03  million.   The  continuous  reduction  of  losses  confirms  the
meaningful   improvement  of  the  company's  performance  and  the  progressive
optimization of the cost and revenue structure.

METRONAPOLI S.P.A

Metronapoli  S.p.A was incorporated on July 26, 2000, and became operative as of
February 1, 2001,  when it was assigned the  management of the subway network of
the City.  The City's  subway  network is comprised of Line 1 and the four urban
funiculars.  In addition,  it was assigned the urban railway  service section of
Line 2 by  Trenitalia,  the  subsidiary  of FERROVIE  DELLO STATO,  the national
railway operator.

The City of Naples owns Line 1 and the four urban  funiculars,  and owns a 89.0%
stake in  Metronapoli.  In 2005, the Comune di Napoli  acquired 38% of the share
capital of the company from  Trenitalia.  The  remaining  11.0% is owned by ANM.
Consequently,  Metronapoli,  directly or  indirectly,  is  currently  completely
controlled by the Comune di Napoli.


                                       24



All of the transport  services managed by the company are  characterized by high
level of  frequency  and by an equally  high number of stops and  stations.  The
transport is largely  concentrated in the City of Naples and uses  approximately
79  kilometers of railways  serving 53 stations.  The high level of frequency is
guaranteed by a fleet of 30 trains and eight funiculars.  Metronapoli transports
approximately 250,000 people per day.

In 2004, Metronapoli S.p.A recorded a net profit of (euro)349,226 as compared to
a net  profit of  approximately  (euro)0.02  million  in 2003 and  approximately
(euro)0.04  million in 2002. In the 2005,  the company  recorded a net profit of
(euro)6,333,  in spite of the increase of personnel costs and expenses resulting
from the reorganization of industrial relationships with Trenitalia.



                                       25


                                DEBT OF THE CITY

Debt of the City  principally  consists of loans borrowed in the domestic market
from the  CASSA  DEPOSITI  E  PRESTITI  (approximately  (euro)504.3  million  at
December 31,  2005) and from  Italian  banking  institutions  ("INTERNAL  FUNDED
DEBT")  (approximately  (euro)349.6 million) and the Notes, of which (euro)386.4
million  remained  outstanding  as of December  31, 2005.  The CASSA  DEPOSITI E
PRESTITI is an entity  managed and funded by the  Central  Government  and lends
exclusively to local authorities.  The City regularly includes borrowings in its
budgets  provisions  to permit  short-term  borrowings.  The Central  Government
contributes to the debt service of the City. For loans contracted prior to 1980,
the Central Government is responsible for 100.0% of debt service. For subsequent
years, the amount of contribution depends on the use of proceeds.

The following table sets forth the debt of the City  outstanding for the periods
indicated:



                                                                       YEAR ENDED DECEMBER 31,
                                                  --------------------------------------------------------------------
                                                    2001          2002           2003          2004          2005
                                                  --------      --------       -------       -------        -------
                                                                            ((EURO) MILLIONS)
                                                  --------------------------------------------------------------------
                                                                                                 
Fixed Rate Debt............................          758.1         752.5          874.6       1,060.5           1268.0
Floating Rate Debt.........................            8.1           7.7            7.2          25.4             28.0
                                                   -------       -------        -------       -------          -------
Total Debt Outstanding.....................          766.2         760.2          881.8       1,085.9          1,296.0
                                                   =======        ======        =======       =======          =======
Debt for which service is paid with Central
  Government transfers.....................           41.6          80.5           41.0          39.0



The  following  table  sets  forth the  changes  in the debt of the City for the
periods indicated:



                                                                      YEAR ENDED DECEMBER 31,
                                                  --------------------------------------------------------------------
                                                    2001          2002          2003          2004           2005
                                                  --------      --------       -------       -------        -------
                                                                            ((EURO) MILLIONS)
                                                  --------------------------------------------------------------------
                                                                                            
Outstanding at Beginning of Year...........         791.1         766.2         760.2         881.8        1,085.9
New Borrowings.............................          49.6          67.4         199.7         500.9          396.0
Debt Repayments............................         (74.5)        (73.4)        (78.1)       (296.7)        (185.9)
                                                  -------       -------       -------       -------        -------
Outstanding at End of Year.................         766.2         760.2         881.8       1,085.9        1,296.0
                                                  =======       =======       =======       =======        =======



                                       26




The  following  table sets forth the maturity and debt service  schedules of the
City's debt outstanding on December 31, 2005.



                                         MATURITY OF DEBT AND DEBT SERVICE
- -------------------------------------------------------------------------------------------------------------------
 MATURING DURING THE                                                             TRANSFERS FROM
         YEAR            PRINCIPAL DUE     INTEREST DUE(1)     DEBT SERVICE    CENTRAL GOVERNMENT  NET DEBT SERVICE
- --------------------    --------------    ----------------    -------------   -------------------  -----------------
                                                 ((EURO) THOUSANDS)
                        -------------------------------------------------------------------------------------------
                                                                                           
2006................          58,862             55,769            114,631           26,949               87,682
2007................          63,038             52,494            115,533           25,446               90,087
2008................          56,843             49,566            106,409           18,805               87,604
2009................          52,755             46,622             99,377           14,583               84,794
2010................          53,918             43,940             97,858           12,879               84,979
2011................          49,710             41,309             91,020            6,330               90,387
2012................          44,641             39,077             83,719            6,330               83,086
2013................          44,216             37,094             81,311            5,678               75,633
2014................          46,362             35,191             81,553            5,678               75,875
2015................          48,506             33,195             81,700            5,678               76,022
2016................          47,550             31,165             78,715                -               78,715
2017................          49,903             29,073             78,976                -               78,976
2018................          52,375             26,906             79,282                -               79,282
2019................          54,976             24,631             79,607                -               79,607
2020................          57,708             22,260             79,967                -               79,967
2021................          60,584             19,731             80,314                -               80,314
2022................          63,605             17,093             80,698                -               80,698
2023................          66,786             14,322             81,108                -               81,108
2024................          65,833             11,463             77,296                -               77,296
2025................          32,960              8,606             41,567                -               41,567
2026................          15,279              7,378             22,657                -               22,657
2027................          15,957              6,699             22,656                -               22,656
2028................          16,665              5,991             22,655                -               22,655
2029................          17,405              5,250             22,655                -               22,655
2030................          18,178              4,476             22,654                -               22,654
2031................          18,987              3,666             22,653                -               22,653
2032................          19,832              2,821             22,653                -               22,653
2033................          20,716              1,936             22,652                -               22,652
2034................          21,639              1,012             22,652                -               22,652
2035................           7,265                177              7,443                -                7,443


- ---------------
 (1) The interest due on floating rate debt was calculated at 12.75% per annum.

SHORT-TERM DEBT

As of  December  31,  2005,  the City had no  outstanding  principal  amount  of
short-term debt.  Short-term  borrowings of the City are limited by law to 25.0%
of budgeted current revenues.

DEBT RECORD

Since  1946,  the City has  never  failed  to pay  when due the full  amount  of
principal  of, and  interest  and premium on, and  amortization  or sinking fund
requirements  with respect to, its  outstanding  public debt.  Although the City
entered  into  DISSESTO in 1993,  payments on  financial  indebtedness  were not
affected.   See   "Financial   Information   of   the    City--Summary--DISSESTO
FINANZIARIO."



                                       27



                                REPUBLIC OF ITALY

AREA AND POPULATION

     GEOGRAPHY.  The Republic of Italy is situated in south central  Europe on a
peninsula  approximately  1,120  kilometers  (696 miles) long and  includes  the
islands of Sicily and Sardinia in the  Mediterranean  Sea and  numerous  smaller
islands.  To the  north,  Italy  borders  on France,  Switzerland,  Austria  and
Slovenia along the Alps, and to the east, west and south it is surrounded by the
Mediterranean  Sea. Its total area is  approximately  301,300 square  kilometers
(116,336 square miles),  and it has 7,375 kilometers (4,582 miles) of coastline.
The  independent  States of San Marino and Vatican City,  whose combined area is
approximately  61 square  kilometers (24 square  miles),  are located within the
same geographic area. The Apennine Mountains running along the peninsula and the
Alps north of the peninsula give much of Italy a rugged terrain.

     POPULATION.  According  to ISTAT  data,  as of  January  1,  2005,  Italy's
population  was  estimated to be  approximately  58.5  million,  accounting  for
approximately  12.8% of the European Union, or EU, population  (including the 10
member states that joined on May 1, 2004) compared to 57.9 million as at January
1, 2004.  The growth in Italy's  population  was largely due to the  increase in
foreigners  holding permits to live in Italy. Italy is the fourth most populated
country in the  European  Union after  Germany,  France and the United  Kingdom.
According to ISTAT data, as of January 1, 2005,  the six regions in the southern
part  of  the  peninsula  together  with  Sicily  and  Sardinia,  known  as  the
"Mezzogiorno,"  had a population of  approximately  20.8  million.  Northern and
central Italy had a population of  approximately  26.5 million and 11.3 million,
respectively.  The  breakdown of the  resident  population  by age group,  as of
January 1, 2005, was as follows:

- ------------------------------------------------------------------
o under 20                                              19.1%
- ------------------------------------------------------------------
o 20 to 39                                              28.4%
- ------------------------------------------------------------------
o 40 to 59                                              27.5%
- ------------------------------------------------------------------
o 60 and over                                           25.1%
- ------------------------------------------------------------------

Source: ISTAT

In 2004,  for the first time since 1993,  the number of births in Italy exceeded
the number of deaths. However, Italy's fertility rate is still one of the lowest
in the world,  while life  expectancy  for  Italians is among the highest in the
world.  Because  population growth has been low in recent years, the average age
of the population is increasing. Based on 2002 ISTAT data, population density is
approximately 189.1 persons per square kilometer.

     Rome,  the capital and largest  city,  is situated  near the western  coast
approximately halfway down the peninsula, and had a population of 2.5 million in
2004.  The next  largest  cities are Milan,  with a  population  of 1.3 million,
Naples,  with 1.0 million,  and Turin,  with 0.9 million.  According to the 2001
census, approximately 44.2% of Italy's population lives in urban areas.

     Like other EU countries,  Italy has experienced  significant immigration in
recent years,  particularly  from North Africa and Eastern  European  countries.
According to ISTAT data, at January 1, 2005 there were approximately 2.4 million
foreigners  holding  permits to live in Italy,  a 20.7% increase from January 1,
2004.  Foreigners  holding permits to live in Italy  represented 4.1% of Italy's
population at January 1, 2005,  compared to 3.4% and 2.7% as at the same date in
2004 and 2003,  respectively.  Immigration  legislation  has been the subject of
intense political debate since the early 1990s.  Italy tightened its immigration
laws in March 1998 and initiated bilateral agreements with several countries for
cooperation in identifying  illegal  immigrants.  Additional measures to further
tighten immigration laws were introduced by the Italian government in early 2002
in an attempt to control  the  increase  of illegal  immigrants.  In addition in
2002,  the Italian  government  introduced  measures aimed at  regularizing  the
position of illegal immigrants. While these legislative efforts have resulted in
regularization of large numbers of illegal  immigrants,  Italy continues to have
high numbers of foreigners living in Italy illegally.


                                       28



GOVERNMENT AND POLITICAL PARTIES

     Italy was originally a loose-knit collection of city-states,  most of which
united into one Kingdom in 1861. It has been a democratic  republic  since 1946.
The Government  operates under a Constitution,  originally adopted in 1948, that
provides for a division of powers among the legislative,  executive and judicial
branches.

     THE LEGISLATIVE BRANCH.  Parliament consists of a Chamber of Deputies, with
630 elected members,  and a Senate,  with 315 elected members and a small number
of life Senators,  consisting of former Presidents of the Republic and prominent
individuals  appointed by the President.  The Chamber of Deputies and the Senate
equally share and have  substantially  the same  legislative  power. Any statute
must be  approved  by both  assemblies  before  being  enacted.  Except for life
Senators,  members of Parliament are elected for five years by direct  universal
adult  suffrage,  although  elections have been held more frequently in the past
because  the  instability  of  multi-party   coalitions  has  led  to  premature
dissolutions of Parliament.

     THE EXECUTIVE  BRANCH.  The head of State is the  President,  elected for a
seven-year term by an electoral  college that includes the members of Parliament
and 58 regional  delegates.  The current  President,  Carlo Azeglio Ciampi,  was
elected in May 1999.  The President has the power to appoint the Prime  Minister
and to dissolve Parliament. The Constitution also grants the President the power
to appoint one-third of the members of the Constitutional Court, to call general
elections  and  to  command  the  armed  forces.  The  President  nominates  and
Parliament confirms the Prime Minister, who is the effective head of Government.
The Council of Ministers is appointed by the  President on the Prime  Minister's
advice.  The Prime  Minister and Council of Ministers  are  responsible  to both
houses  of  Parliament  and  must  resign  if  Parliament  passes  a vote  of no
confidence in the administration.

     THE JUDICIAL BRANCH.  Italy is a civil law jurisdiction.  Judicial power is
vested in ordinary  courts,  administrative  courts and courts of accounts.  The
highest  ordinary court is the CORTE DI CASSAZIONE in Rome,  where  judgments of
lower  courts  of  local  jurisdiction  may  be  appealed.  The  highest  of the
administrative  courts,  which hear claims against the State and local entities,
is the CONSIGLIO DI STATO in Rome.  The CORTE DEI CONTI in Rome  supervises  the
preparation  of, and  adjudicates,  the State  budget of Italy.  There is also a
Constitutional  Court  (CORTE  COSTITUZIONALE)  that does not  exercise  general
judicial  powers,  but  adjudicates   conflicts  among  the  other  branches  of
government and determines the  constitutionality  of statutes.  Criminal matters
are within the  jurisdiction  of the criminal law divisions of ordinary  courts,
which consist of magistrates  who either act as judges in criminal trials or are
responsible for investigating and prosecuting criminal cases.

     POLITICAL PARTIES. The main political parties are grouped into two opposing
coalitions:  the ULIVO and the CASA  DELLE  LIBERTA.  The  ULIVO  coalition  was
created by former Prime  Minister  Romano Prodi in 1995 to combine  centrist and
leftist  forces.  The ULIVO coalition  currently  consists of the DEMOCRATICI DI
SINISTRA,  the largest  political party  representing  Italy's  moderate leftist
forces and numerous smaller political parties including  center-left and leftist
forces.  The CASA DELLE LIBERTA was created in 1994 to combine  center-right and
right forces and currently consists of FORZA ITALIA, the center-right  political
party led by Mr. Silvio Berlusconi,  ALLEANZA NAZIONALE,  representing the right
led by Mr.  Gianfranco  Fini,  the LEGA NORD,  the  federalist  party led by Mr.
Umberto Bossi and other smaller political parties.  RIFONDAZIONE COMUNISTA,  the
communist  party,  is led by Mr.  Fausto  Bertinotti  and is expected to support
ULIVO at the upcoming general elections in April 2006.

     Following  the  general  elections  held on May 13,  2001,  the CASA  DELLE
LIBERTA  obtained a majority in Parliament  and Mr.  Berlusconi was appointed to
form a new Government, which was sworn in on June 11, 2001.

     ELECTIONS. Except for a brief period, no one party has been able to command
an overall majority in Parliament and, as a result,  Italy has a long history of
weak coalition  governments.  In 1993,  Parliament adopted a partial "first past
the post"  voting  system  for the  election  of 75% of the  members of both the
Senate and the Chamber of Deputies,  which was modified in December 2005. In the
Senate, the candidate receiving the largest number of votes in a single district
wins.  The  remaining  25% are  elected  through a  proportional  representation
system.

     In the  Chamber  of  Deputies,  votes  are  cast for  lists  of  candidates
presented by each party.  Seats in the Chamber of Deputies are awarded  based on
the number of votes obtained by each list,  provided that multiparty  coalitions
and single parties are not eligible for any seat unless they attain at least 10%
and 4% of the total votes,  respectively.  In addition,  a "first past the post"
mechanism  applies if the winning  coalition  does not obtain at least 340 seats
(out of 630 seats) in the  Chamber of  Deputies.  In order to ensure  government
stability,  if the winning  coalition does not


                                       29



obtain at least 340 seats, it is automatically awarded as many seats as it needs
to reach 340 seats.  This modified  voting system will be utilized for the first
time in the general elections in April 2006.

     These  modifications  of the voting system have resulted in a significantly
smaller  number of  Parliamentary  seats held by parties with  relatively  small
shares of the popular  vote.  Historically,  however,  government  stability has
depended on the larger parties' coalitions with smaller parties.

     POLITICAL  REGIONS.  Italy  is  divided  into  20  regions  containing  103
provinces. The Italian Constitution reserves certain functions, including police
services,  education  and  other  local  services,  to the  regional  and  local
governments.  Following a  Constitutional  reform  passed by Parliament in 2001,
additional  legislative  and executive  powers were  transferred to the regions.
Legislative  competence that historically had belonged exclusively to Parliament
was transferred in certain areas  (including  foreign trade,  health and safety,
ports and airports, transport network and energy production and distribution) to
a regime of shared  responsibility  whereby the national government  promulgates
legislation   defining   fundamental   principles  and  the  regions  promulgate
implementing  legislation.  Furthermore,  in all areas  that are not  subject to
exclusive  competence  of  Parliament  or in a regime of  shared  responsibility
between  Parliament  and the  regions,  exclusive  regional  competence  will be
conferred  upon  request  of  the  relevant  region,  subject  to  Parliamentary
approval. In addition, in accordance with this devolution program,  regions have
been granted the right to levy local taxes and collect  national taxes referable
to their  territory.  A portion of these national taxes continues to accrue to a
national fund to be divided among regions according to their needs.

     The Italian  Constitution  grants special  status to five regions  (Sicily,
Sardinia,   Trentino-Alto  Adige,   Friuli-Venezia  Giulia  and  Valle  d'Aosta)
providing them with additional legislative and executive powers.

     REFERENDA.  An important  feature of Italy's  Constitution  is the right to
hold a  referendum  to abrogate  laws passed by  Parliament.  Upon  approval,  a
referendum has the legal effect of automatically  annulling legislation to which
it relates.  Exceptions to this right are matters relating to taxation,  as well
as the State budget,  the  ratification of  international  treaties and judicial
amnesties.  A referendum  can be held at the request of 500,000  signatories  or
five regional councils.  In order for a referendum to be approved, a majority of
the Italian voting population must vote in the referendum and a majority of such
voters must vote in favor of the referendum.

THE EUROPEAN UNION

     Italy is a founding member of the European  Economic  Community,  which now
forms part of the European Union.  Italy is one of the 25 current members of the
EU together with Austria,  Belgium,  Denmark,  Finland, France, Germany, Greece,
Ireland,  Luxembourg,  The Netherlands,  Portugal,  Spain, Sweden and the United
Kingdom, as well as the Czech Republic,  Estonia,  Hungary,  Latvia,  Lithuania,
Poland,  the Slovak  Republic,  Slovenia,  Cyprus and  Malta,  which  joined the
European  Union on May 1, 2004.  Together,  these  countries had a population of
approximately 457 million at the end of 2004.

     The European  Union is currently  negotiating  the terms and  conditions of
accession to the EU of four candidate countries:  Bulgaria, Croatia, Romania and
Turkey. Bulgaria and Romania currently are scheduled to join the EU in 2007.

     The EU member  states  have  agreed to  delegate  sovereignty  for  certain
matters to independent institutions that represent the interests of the union as
a whole,  its  member  states  and its  citizens.  Set forth  below is a summary
description of the main EU institutions and their role in the European Union.

     THE COUNCIL OF THE EU. The Council of the EU, or the  Council,  is the EU's
main  decision-making  body.  It meets in  different  compositions  by  bringing
together on a regular basis  ministers of the member states to decide on matters
such as foreign affairs,  finance,  education and  telecommunications.  When the
Council  meets to address  economic and  financial  affairs it is referred to as
ECOFIN. The Council mainly exercises, together with the European Parliament, the
European Union's legislative function and promulgates:

     o    regulations, which are EU laws directly applicable in member states;
     o    directives, which set forth guidelines that member states are required
          to enact by promulgating national laws; and
     o    decisions, through which the Council implements EU policies.


                                       30


The Council also  coordinates  the broad economic  policies of the member states
and concludes,  on behalf of the EU,  international  agreements with one or more
States or international organizations. In addition, the Council:

     o    shares budgetary authority with Parliament;
     o    takes  decisions  necessary  for  framing  and  implementing  a common
          foreign and security  policy;  and
     o    coordinates the activities of member states and adopts measures in the
          field of police and judicial cooperation in criminal matters.

Decisions of the Council are taken by vote.  Each Member State's voting power is
largely  based on the size of its  population.  The  following are the number of
votes each Member State can cast:

     o    Germany,  France,  Italy and the United  Kingdom each have 29 votes; O
          Spain and Poland each have 27 votes;
     o    the Netherlands have 13 votes;
     o    Belgium, the Czech Republic, Greece, Hungary and Portugal each have 12
          votes;
     o    Austria and Sweden each have 10 votes;
     o    Denmark, Ireland, Lithuania, Slovakia and Finland each have 7 votes;
     o    Cyprus,  Estonia,  Latvia,  Luxembourg and Slovenia each have 4 votes;
          and
     o    Malta has 3 votes.

Generally  decisions  of the Council are taken by qualified  majority,  which is
achieved if:

     o    a majority of member states (in certain cases,  a two-thirds  majority
          of member states) approves the decision; and
     o    votes  representing  at least  72.3% of all votes are cast in favor of
          the decision.

THE EUROPEAN PARLIAMENT.  The European Parliament is elected every five years by
direct  universal   suffrage.   The  European  Parliament  has  three  essential
functions:


     o    it shares with the Council the power to adopt directives,  regulations
          and decisions;
     o    it shares  budgetary  authority  with the Council,  and can  therefore
          influence EU spending; and
     o    it  approves  the  nomination  of EU  Commissioners,  has the right to
          censure the EU Commission and exercises political supervision over all
          the EU institutions.

     Each member state is allocated the following number of seats in Parliament:


                                       31



                                             1999-2004           2004-2007
                                           -------------------------------------
Austria                                           21                  18
Belgium                                           25                  24
Cyprus                                            --                   6
Czech Republic                                    --                  24
Denmark                                           16                  14
Estonia                                           --                   6
Finland                                           16                  14
France                                            87                  78
Germany                                           99                  99
Greece                                            25                  24
Hungary                                           --                  24
Ireland                                           15                  13
Italy                                             87                  78
Latvia                                            --                   9
Lithuania                                         --                  13
Luxembourg                                         6                   6
Malta                                             --                   5
Netherlands                                       31                  27
Poland                                            --                  54
Portugal                                          25                  24
Slovakia                                          --                  14
Slovenia                                          --                   7
Spain                                             64                  54
Sweden                                            22                  19
United Kingdom                                    87                  78
                                           -------------------------------------
TOTAL                                            626                 732

     THE EUROPEAN COMMISSION.  The European Commission traditionally upholds the
interests of the EU as a whole and has the right to initiate  draft  legislation
by  presenting  legislative  proposals to the European  Parliament  and Council.
Currently, the European Commission consists of 25 members, one appointed by each
member state for a five-year term.

     COURT OF  JUSTICE.  The Court of  Justice  ensures  that  Community  law is
uniformly  interpreted and effectively  applied. It has jurisdiction in disputes
involving member states, EU institutions, businesses and individuals. A Court of
First Instance has been attached to it since 1989.

     OTHER INSTITUTIONS. Other institutions that play a significant role in the
     European Union are:
     o    the  European  Central  Bank,  which is  responsible  for defining and
          implementing a single monetary policy in the euro area;
     o    the Court of Auditors,  which checks that all the Union's  revenue has
          been  received and that all its  expenditures  have been incurred in a
          lawful and regular manner and oversees the financial management of the
          EU budget; and
     o    the European  Investment Bank, which is the European Union's financial
          institution,  supporting EU objectives by providing  long-term finance
          for specific capital projects.



                                       32



MEMBERSHIP OF INTERNATIONAL ORGANIZATIONS

     Italy is also a member of the North Atlantic Treaty Organization (NATO), as
well as many other  regional  and  international  organizations,  including  the
United Nations and many of its affiliated agencies. Italy is one of the Group of
Eight (G-8)  industrialized  nations,  together with the United  States,  Japan,
Germany,  France,  the  United  Kingdom,  Canada  and Russia and a member of the
Organization for Economic  Co-operation and Development  (OECD), the World Trade
Organization  (WTO), the  International  Monetary Fund (IMF), the  International
Bank for  Reconstruction  and  Development  (World Bank),  the European Bank for
Reconstruction and Development (EBRD) and other regional development banks.



                                       33




                               THE ITALIAN ECONOMY

GENERAL

     According to OECD data published in November 2005, the economy of Italy, as
measured  by 2004 GDP,  is the sixth  largest  in the  world,  after the  United
States, Japan, Germany, the United Kingdom and France.

     The Italian economy  developed rapidly in the period following World War II
as large-scale,  technologically  advanced industries flourished along with more
traditional  agricultural  and  industrial  enterprises.  Between 1960 and 1974,
Italian GDP,  adjusted for changes in prices,  or "real GDP," grew by an average
of  5.2%  per  year.  As a  result  of the  1973-74  oil  price  shocks  and the
accompanying  worldwide recession,  output declined by 2.1% in 1975, but between
1976 and 1980 real GDP again grew by an  average  rate of  approximately  4% per
year. During this period,  however,  the economy  experienced  higher inflation,
driven in part by wage inflation and high levels of borrowing by the Government.
For the  1980s as a whole,  real GDP  growth  in Italy  averaged  2.4% per year,
compared with 2.2% per year for the European Union.

     The 1990s marked Italy's period of slowest  economic growth since World War
II.  Tighter  fiscal  policy,  which  followed  the lira's  suspension  from the
Exchange Rate Mechanism in September  1992,  led Italy's  economy into recession
and,  in 1993,  real  GDP  decreased  by 0.9%.  The  economy  recovered  in 1994
primarily  as a result of an  increase  in exports  resulting  largely  from the
depreciation of the lira. The recovery  continued in 1995,  fueled by additional
investment in the manufacturing sector. Expansion after 1995 continued at a more
modest pace,  with  Italy's GDP growth rate lagging  behind those of other major
European  countries.  Italy's GDP grew by an average of 1.6% per year during the
period 1996  through  1999,  compared to 2.3% in the 12 country euro zone during
the same period.

     The table below shows the annual  percentage  change in real GDP growth for
Italy and the  countries  participating  in the EMU,  including  Italy,  for the
period 1995 through 2004.



                                                     ANNUAL PER CENT CHANGE IN REAL GDP
- --------------------------------------------------------------------------------------------------------------------

                          1995      1996     1997     1998     1999     2000      2001     2002     2003     2004
                         --------  -------  -------  -------  -------- --------  -------  -------  -------  --------
                                                                                
Italy                      2.9      1.1       2.0      1.8      1.7      3.0      1.8       0.4      0.3      1.2
euro area(1)               2.3      1.4       2.4      2.8      2.8      3.6      1.6       0.9      0.5      2.1



(1) The euro area represents the countries participating in the EMU.
Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.

     The growth gap between  other  European  countries  and Italy since the mid
1990s  reflects  the  persistence  of  several  medium  and  long-term  factors,
including the  difficulties in fully  integrating  southern Italian regions into
the more  dynamic  economy of northern  and central  Italy,  unfavorable  export
specialization in traditional goods, inadequate  infrastructure,  the incomplete
liberalization  process and insufficient  flexibility of national  markets.  The
effects of these factors were  aggravated by the crisis in the emerging  markets
of  South-East  Asia,  the  increasing  mobility of capital,  the  reduction  of
barriers  to  international  competition  and the  reduction  of  subsidies  for
national industries.

     Italy's  real GDP growth rate  increased  in the second half of 1999 and in
2000 due to  improving  exports,  industrial  production  and  growing  domestic
demand.  The  decrease  in  growth  experienced  in 2001,  2002 and 2003 was due
primarily  to the  decrease in world trade  resulting  from the  slowdown in the
global and U.S. economies, the volatility of financial markets, a rise in petrol
prices  in  2000,  a  slowdown  in  domestic  private  sector   consumption  and
investments  and a decrease in net  exports.  The increase in growth in 2004 was
lower than the average  recorded  in the euro area,  mainly due to a slowdown in
internal  consumption and fixed  investment and the decrease in exports recorded
during the second half of the year.

     The Italian  Government  historically  has experienced  substantial  budget
deficits.  Among other factors,  this is largely  attributable to high levels of
social  spending  and  the  fact  that  social  services  and  other  non-market
activities  of the  central  and  local  governments  account  for a  relatively
significant  percentage  of total  employment.  Countries  participating  in the
European Economic and Monetary Union are required to reduce "excessive deficits"
and adopt


                                       34


budgetary balance as a medium-term  objective.  General government net borrowing
was  reduced  to 2.8% of GDP in  1998,  mainly  due to an  increase  in  general
government revenues resulting from the improving economy.  Since 1998, Italy has
failed  during  four  years  (2001,  2003,  2004 and 2005) to  maintain  general
government net borrowing as a percentage of GDP under the 3% reference value set
by the  Maastricht  Treaty.  In the remaining  years it satisfied the Maastricht
Treaty criteria,  largely as a result of extraordinary one-off measures, such as
the sale of UMTS licenses in 2000 and the disposal of state-owned real estate in
2001 and 2002 and receipts from the tax amnesty  introduced in 2003. See "Public
Finance -- Measures of Fiscal Balance."

     A  longstanding  objective of the  Government  has been to control  Italy's
debt-to-GDP  ratio.  Government debt fell relative to GDP between 1994 and 2004;
however,  it remains above the 60% debt ceiling  required  under the  Maastricht
Treaty. The ratio of Government  debt-to-GDP was 108.3% in 2002, 106.8% in 2003,
106.6% in 2004 and, based on the Quarterly  Cash-Flow  Report published on April
5, 2006, 106.4% in 2005. Under the 2006-2009  Program Document,  the debt-to-GDP
ratio is projected to fall to 100.9% in 2009.

     Historically,  Italy  has  had a high  but  declining  savings  rate.  As a
percentage of gross national disposable income,  which measures aggregate income
of  a  country's   nationals  after  providing  for  capital   consumption  (the
replacement  value of capital  used up in the  process of  production),  private
sector  saving  averaged  28.8% in the period from 1981 to 1990 and 24.1% in the
period  from  1991 to 2000.  Private  sector  saving  as a  percentage  of gross
national  disposable  income  averaged  19.4% in the  period  from 2001 to 2004.
Because of the high savings rate,  the  Government  has been able to raise large
amounts of funds  through  issuances  of  Treasury  securities  in the  domestic
market, with limited recourse to external financing.

     The Italian economy is characterized by significant  regional  disparities,
with the level of  economic  development  of  southern  Italy well below that of
northern  Italy.  According  to the Bank of  Italy,  the per  capita  GDP of the
Mezzogiorno  was  57.8%  of the per  capita  GDP of  northern  Italy in 1989 and
declined  progressively to 57.0% in 2000. The marked regional divide in Italy is
also evidenced by a difference in unemployment  rates. While unemployment in the
north of  Italy  declined  from  6.6% in 1998 to 4.3% in 2004,  well  below  the
average  unemployment  rate of  countries  in the euro area of 10.0% in 1998 and
8.8% in 2004, the  unemployment  rate in the  Mezzogiorno  was 19.6% in 1998 and
15.0% in 2004.

     After  increasing  modestly from 1995 to 1998,  employment grew faster from
1999  through  2004.  Employment  for the year ended  December  31, 2004 grew by
approximately 76,000 labor units, or 0.3%. See "-- Employment and Labor."

     Inflation, as measured by the harmonized consumer price index, has declined
from rates  exceeding 20% in the early 1980s to 2.3% for the year ended December
31, 2004. See "-- Prices and Wages."

2005 DEVELOPMENTS

     Italy's real GDP remained  unchanged,  compared to the previous year, based
on the Quarterly Cash-Flow Report (RELAZIONE  TRIMESTRALE DI CASSA) submitted to
the Government and Parliament by the Ministry of Economy and Finance on April 5,
2006. Italy's seasonally  adjusted average  unemployment rate was stable at 7.7%
during the last three  quarters of 2005,  from 7.8% during the first  quarter of
2005.  Consumer  prices,  as measured by the harmonized EU consumer price index,
increased at an annual rate of 2.0% during the twelve months ended  December 30,
2005.

GROSS DOMESTIC PRODUCT

     From  1996 to 1999,  average  annual  real GDP  growth  in Italy  was 1.6%,
compared to 2.3% in the euro area,  reflecting a range of factors including weak
demand in key European export markets,  the effects of the Asian crisis in 1998,
declining private  consumption  resulting from the elimination of incentives for
car purchases introduced in 1997 and weak disposable income growth.  During this
period Italy also suffered the lagged effects of fiscal tightening and reform of
its social  security and welfare  systems.  In 2000,  Italy's GDP growth rose to
3.0%,  compared to 3.5% in the 12 country euro area, as the  declining  exchange
rate  of the  euro  and  improved  economies  outside  the EU  contributed  to a
significant  increase in incoming orders for manufacturing goods and also due to
sustained  internal  demand and  investment.  Italy's  GDP  growth  rate in 2001
declined  to 1.8% but  exceeded  the growth rate of the euro area (1.6%) for the
first time since 1995.  Italy's GDP growth rate declined further to 0.4% in 2002
and 0.3% in 2003,  the slowest  growth since 1993, and rose to 1.2% in 2004. The
decrease  in real GDP  growth in 2001,  2002 and 2003 was due  primarily  to the
decrease  in world  trade  resulting  from the  slowdown  in the global and U.S.
economies,  the volatility of financial  markets, a slowdown in domestic private
sector  consumption and


                                       35


investments  and a decrease  in net  exports.  During 2004 and the first half of
2005,  Italy  continued  to record  weak  growth,  mainly due to a  slowdown  in
internal  consumption and fixed investment and a decrease in exports,  while the
euro area experienced substantially higher real GDP growth.

     The following tables set forth information  relating to nominal (unadjusted
for changing prices) and real GDP and expenditures for the periods indicated.



                                   GDP SUMMARY
- --------------------------------------------------------------------------------------------------------------------
                                                  2000          2001          2002          2003          2004
                                              ----------------------------------------------------------------------
                                                                                         
Nominal GDP (millions of (euro))                1,166,548     1,218,535     1,260,598     1,300,929     1,351,328
Real GDP(1) (millions of (euro))                1,015,077     1,032,985     1,036,945     1,039,581     1,052,308
Real GDP % Change                                     3.0%          1.8%          0.4%          0.3%          1.2%
Population (in thousands, as of December
31)                                                56,960        56,993        57,321        57,888        58,462
Nominal per capita GDP                             20,480        21,380        21,992        22,473        23,115
Real per capita GDP(1)                             17,821        18,125        18,090        17,958        18,000



(1) Constant euro with purchasing  power equal to the average for 1995.
Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004 and ISTAT data



                            REAL GDP AND EXPENDITURES
- --------------------------------------------------------------------------------------------------------------------
                                                                                          
Real GDP                                1,212,442    1,216,589    1,217,041           1,230,006          1,229,568
Add: Imports of goods and services        310,617      309,145      311,589             319,426            323,776
OF WHICH
Goods                                     256,668      255,040      255,385             276,801            300,648
Services                                   64,458       65,737       65,128              65,455             73,095
Total supply of goods and services      1,523,060    1,525,726    1,528,574           1,549,148          1,552,877
Less: Exports of goods and services       323,816      310,783      303,219             312,373            313,178
                                      -----------   ----------   ----------         -----------          ---------
OF WHICH
Goods                                     261,662      251,172      244,935             252,580            252,598
Services                                   64,927       63,914       63,031              67,354             72,157
Total goods and services available
for domestic expenditure                1,199,244    1,214,943    1,225,355           1,236,775          1,239,699
                                      ============  ==========   ==========          ==========          =========
Selected Domestic Expenditure
Indicators
Private sector consumption                714,701      715,871      722,865             726,805            727,228
Public sector consumption                 231,710      236,795      241,662             243,100            245,988




                                  2001            2002          2003           2004                     2005
                                -------------  -----------   -----------     ---------                -------
                                                               (EURO IN MILLIONS)
                                                                                       
Total domestic consumption          946,411      952,666       964,527        969,905                 973,216
Gross fixed investment              248,082      257,969       253,576        259,129                 257,425



(1)  In  connection  with ISTAT's  revisions to the national  accounting  system
     implemented  in  December  2005,   ISTAT  replaced  its   methodology   for
     calculating  real  growth,  which was based on a fixed base  index,  with a
     methodology  linking real growth  between  consecutive  time periods,  or a
     chain-linked index. One of the effects of using chain indices is that other
     than for the first year in the chain  (2001 in the above  table)  component
     measures  will no longer  aggregate  to totals.  Also,  as a result of this
     change in methodology,  all "real" revenue and expenditure figures included
     in this document from and including 2001 differ from and are not comparable
     to data  published  in  earlier  documents  filed by Italy  with the United
     States Securities


                                       36


and Exchange Commission.

Source:  Annual  Report  of the  Bank of Italy  (May  2006)  for the year  ended
December 31, 2005.

     PRIVATE  SECTOR  CONSUMPTION.  The  growth of private  sector  consumption,
comprising  the  expenditure  by households on goods and services other than new
housing, dropped in 2001 and 2002 to 0.8 and 0.4%, respectively,  followed by an
increase to 1.4% in 2003. In 2004,  private sector  consumption grew by 1.0%. In
the euro area,  private sector  consumption  growth dropped from 1.7% in 2001 to
0.6% in 2002,  followed  by an  increase  to 1.1%  and  1.2% in 2003  and  2004,
respectively.  The  growth  of  private  sector  consumption  in  Italy  in 2004
reflected an increase in demand for durable  goods (mainly  transport  equipment
and  high-technology   products)  and  services   (principally   communications,
entertainment and cultural  services),  partially offset by a decrease in demand
for  non-durable  goods   (principally  food  products).   Notwithstanding   the
improvement in private sector consumption, consumer confidence in Italy remained
low in 2004 due to uncertainties  regarding Italy's economic  slowdown.  Private
sector consumption represented 60.2% of GDP in 2004 and its contribution to real
GDP growth during the same period was 0.6%, compared to 0.8% in 2003.

     PUBLIC SECTOR CONSUMPTION. Public sector consumption, or the expenditure on
goods  and  services  by the  general  government,  increased  by 0.7% in  2004,
compared to 2.3% in 2003. Public sector consumption  represented 18.3% of GDP in
2004 and its  contribution  to real GDP growth  during the same period was 0.1%,
compared to 0.4% in 2003.

     GROSS  FIXED  INVESTMENT.  Gross  fixed  investment  in  Italy,  comprising
spending  on  capital  equipment  and  structures,  including  purchases  of new
housing,  rose by 2.1% in 2004, compared to a 1.8% decrease in 2003. In the euro
area gross fixed  investment also increased by 2.1% in 2004,  compared to a 0.4%
decrease in 2003. Italy's increase in gross fixed investment was principally due
to low interest rates on capital borrowing and operational revenue growth in the
industry  sector.  As a  result,  in 2004  Italy  recorded  3.1%  growth  in the
construction sector,  compared to 1.7% growth in 2003, together with an increase
in capital  spending on  machinery  and  equipment  of 2.7%,  compared to a 4.2%
decrease  in 2003.  The growth in gross  fixed  investment  was curbed by a 2.9%
decrease  in  spending  on  transport  machinery  in 2004,  compared to the 6.1%
decrease  recorded in 2003, and by a 0.8% decrease of investment in non-tangible
goods  in  2004,  compared  to 0.8%  growth  in  2003.  Gross  fixed  investment
contributed  positively  to real GDP growth by 0.4% during  2004,  compared to a
negative contribution of 0.4% in 2003.

     NET EXPORTS.  In 2004,  Italy's exports of goods and services  increased by
3.2%,  compared to a 1.9% decline in 2003,  while  imports of goods and services
rose by 2.5%,  compared  to a 1.3%  increase  in 2003.  This  growth in  Italian
exports was lower than the 6.8% average growth  recorded in the rest of the euro
area. Net exports  accounted for 0.4% of GDP in 2004,  compared to 0.1% in 2003.
In 2004, net exports contributed positively, by 0.2%, to real GDP growth.

     REGIONAL  GDP.  In the period  between  1996 and 2004,  average  annual GDP
growth in southern  Italy was 1.7%,  faster than the 1.4% growth  experienced by
northern  and central  Italy.  In 2001 GDP grew by 1.8% in northern  and central
Italy compared to 1.9% growth in southern Italy.  Northern and central Italy GDP
growth  was 0.2,  0.3 and  1.4% in 2002,  2003  and  2004,  respectively,  while
southern Italy GDP growth was 0.7, 0.4 and 0.8%, respectively, in those years.

     In 2000, the per capita GDP of the  Mezzogiorno was 57% of that of the rest
of Italy.  Irregular workers  (unregistered  workers and registered workers with
unregistered  second jobs) in the  Mezzogiorno  were  estimated to  constitute a
significant  proportion  of the  overall  workforce  in  industry  and  services
available in that region.  The Annual Financial Law for 2001 extended until 2005
lower social  security  charges for  employers,  aimed at reducing the number of
irregular workers.

     GDP GROWTH.  Structural  shortcomings  have hindered Italy's  productivity.
Italy's share of goods with low value added and high price  elasticity is higher
than that of any other large  industrialized  country.  As a result,  it is more
exposed to competition from emerging economies. This was particularly evident in
1997 and 1998 when world  prices for goods  produced  in Asia fell  sharply.  In
addition,  most output is produced by small firms that cannot achieve  economies
of scale in  production.  During  late 1999 and  2000,  however,  the  declining
exchange rate of the euro and improved economies outside the EU contributed to a
significant  increase in incoming orders for manufactured goods.  Exports growth
slowed  down in 2001 and  exports  declined  in 2002 and 2003 due to the fall in



                                       37


worldwide demand and the continuing loss in competitiveness of Italian products.
In 2004, exports grew at a rate of 3.2% due to an increase in worldwide demand.

     Based on the Quarterly  Cash-Flow Report  (RELAZIONE  TRIMESTRALE DI CASSA)
submitted  to the  Government  and  Parliament  by the  Ministry  of Economy and
Finance on April 5, 2006, GDP growth rate for 2005 was 0.0%,  while the estimate
for 2006 is 1.3%.  An  improvement  in the  outlook  for  recovery in GDP growth
depends on the successful adoption of Government designed policies to:

     o    promote investments in infrastructure and strategic areas;
     o    foster market  liberalization and reduce  administrative  bureaucratic
          charges and procedures;
     o    reduce the tax burden;
     o    preserve private sector purchasing power; and
     o    undertake  structural  measures  to contain  the growth of  government
          expenditure.


STRATEGIC  INFRASTRUCTURE  PROJECTS.  ITALY'S ECONOMIC  INFRASTRUCTURE  IS STILL
SIGNIFICANTLY UNDERDEVELOPED COMPARED TO OTHER MAJOR EUROPEAN COUNTRIES.

     In December  2001,  Parliament  enacted Law No.  443/2001  (the  "Strategic
Infrastructure  Law") which provides the government  with special powers for the
planning and realization of those  infrastructure  projects  considered to be of
strategic   importance  for  the  growth  and   modernization  of  the  country,
particularly  the  Mezzogiorno.   The  Strategic   Infrastructure  Law  aims  at
simplifying  the   administrative   process  necessary  to  award  contracts  in
connection with strategic infrastructure projects and increase the proportion of
privately financed projects.  In order to implement this strategy the government
incorporated INFRASTRUTTURE S.P.A., a wholly owned joint stock company, which is
in charge of providing  long-term  project  financing to private sector entities
responsible for the realization and management of these projects.

     Also in December  2001, the  government  approved its first  infrastructure
program under the Strategic Infrastructure Law. Under this program,  investments
between 2002 and 2012 were projected to total  approximately  (euro)125 billion,
45% of which was to be in the Mezzogiorno, including in roadways, railways, mass
transport and water supply systems.

     In each of the last  four  years,  the  Government  announced  plans in its
Program  Document  to  increase  public  infrastructure  investment  in order to
decrease the  logistical  constraints  on the  expansion  of trade,  improve the
provision of services  essential  to the growth of Italian  firms and reduce the
geographical  disparities  between  the  north  and the  south of  Italy,  which
discourage private investment.

PRINCIPAL SECTORS OF THE ECONOMY

     The  following  tables set forth real GDP by sector and the  proportion  of
such sector of real GDP for the periods indicated.



                       REAL GDP AT MARKET PRICES BY SECTOR
- --------------------------------------------------------------------------------------------------------------------
                           2000               2001               2002               2003                2004
                    ------------------------------------------------------------------------------------------------
                      (euro) IN  % OF   (euro) IN   % OF   (euro) IN   % OF   (euro) IN   % OF   (euro) IN   % OF
                      MILLIONS  TOTAL    MILLIONS   TOTAL   MILLIONS   TOTAL   MILLIONS   TOTAL   MILLIONS   TOTAL
                    ------------------------------------------------------------------------------------------------
                                                                                
  AGRICULTURE,           28,219    2.8      28,093    2.7       26,969   2.6       25,572   2.5       28,338   2.7
    FISHING      AND
    FORESTRY
  INDUSTRY
  Manufacturing         233,464   23.0     232,810   22.5      229,868  22.2      227,771  21.9      227,462  21.6
  Construction           48,811    4.8      50,315    4.9       51,615   5.0       52,801   5.1       54,234   5.2
  Extractive
    industries and
    production and
    distribution  of
    energy, gas,
    steam and water      31,907    3.1      32,179    3.1       32,531   3.1       34,230   3.3       34,923   3.3
  Total industry        314,182   31.0     315,304   30.5      314,014  30.3      314,802  30.3      316,619  30.1




                                       38




                       REAL GDP AT MARKET PRICES BY SECTOR
- --------------------------------------------------------------------------------------------------------------------
                           2000               2001               2002               2003                2004
                    ------------------------------------------------------------------------------------------------
                     (euro) IN   % OF   (euro) IN   % OF   (euro) IN   % OF   (euro) IN   % OF   (euro) IN   % OF
                      MILLIONS  TOTAL    MILLIONS   TOTAL   MILLIONS   TOTAL   MILLIONS   TOTAL   MILLIONS   TOTAL
                    ------------------------------------------------------------------------------------------------
                                                                                
  MARKET SERVICES
  Commerce and
    repairs             131,860   13.0     134,403   13.0      133,326  12.9      133,734  12.9      136,517  13.0
  Hotels and
    restaurants          33,653    3.3      34,535    3.3       34,181   3.3       34,044   3.3       33,587   3.2
  Transport and
    communications       67,506    6.7      72,294    7.0       73,481   7.1       73,752   7.1       75,156   7.1
  Financial services     65,655    6.5      65,314    6.3       63,531   6.1       64,098   6.2       62,900   6.0
  IT, research and
    professional
    activity             98,121    9.7     104,349   10.1      111,017  10.7      113,650  10.9      113,213  10.8
  Real estate leases     83,716    8.2      84,965    8.2       85,445   8.2       86,186   8.3       87,187   8.3
  Total market
    services            480,511   47.3     495,860   48.0      500,981  48.3      505,464  48.6       508,560  48.3
  NON-MARKET
    SERVICES
  Public
    administration       48,516    4.8      48,972    4.7       48,862   4.7       49,436   4.8       49,947   4.7
  Education              41,769    4.1      41,880    4.1       42,238   4.1       42,558   4.1       42,999   4.1
  Public health and
    social services      42,144    4.2      44,796    4.3       46,502   4.5       47,160   4.5       49,047   4.7
  Household services      7,191    0.7       7,380    0.7        7,504   0.7        7,666   0.7        7,711   0.7
  Other services         38,833    3.8      39,095    3.8       39,135   3.8       39,123   3.8       41,465   3.9
  Total non-market
    services            178,453   17.6     182,123   17.6      184,241  17.8      185,943  17.9      191,169  18.2
  VALUE ADDED AT
    MARKET PRICES     1,001,366   98.6   1,021,380   98.9    1,026,207  99.0    1,031,781  99.2    1,044,686  99.3
  GDP AT MARKET
    PRICES            1,015,077    100   1,032,985    100    1,036,945   100    1,039,581   100    1,052,308   100



Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.



                            REAL GDP GROWTH BY SECTOR
- --------------------------------------------------------------------------------------------------------------------
                                                    2000          2001          2002         2003           2004
                                                  ----------    ----------    ----------   ----------    -----------
                                                      %             %             %            %             %
                                                                                             
  AGRICULTURE, FISHING AND FORESTRY                  (2.9)        (0.4)         (4.0)         (5.2)         10.8
  INDUSTRY
  Manufacturing                                       2.0         (0.3)         (1.3)         (0.9)         (0.1)
  Construction                                        3.5          3.1           2.6           2.3           2.7
  Extractive industries and production and            0.1
    distribution of energy, gas, steam
    and water                                        (   )         0.9           1.1           5.2           2.0
  Total industry                                      2.0          0.4          (0.4)          0.3           0.6
  MARKET SERVICES
  Commerce and repairs                                5.0          1.9          (0.8)          0.3           2.1
  Hotels and restaurants                              8.1          2.6          (1.0)         (0.4)         (1.3)
  Transport and communications                        6.1          7.1           1.6           0.4           1.9
  Financial services                                  9.5         (0.5)         (2.7)          0.9          (1.9)
  IT, research and professional activity              9.3          6.3           6.4           2.4          (0.4)
  Real estate leases                                 (1.7)         1.5           0.6           0.9           1.2
  Total market services                               5.6          3.2           1.0           0.9           0.6
  NON-MARKET SERVICES
  Public administration                              (0.2)         0.9          (0.2)          1.2           1.0
  Education                                          (0.3)         0.3           0.9           0.8           1.0
  Public health and social services                   4.8          6.3           3.8           1.4           4.0
  Household services                                  2.8          2.6           1.7           2.2           0.6
  Other services                                     (0.3)         0.7           0.1           0.0           6.0
  Total non-market services                           1.0          2.1           1.2           0.9           2.8
  VALUE ADDED AT MARKET PRICES                        3.4          2.0           0.5           0.5           1.3
  GDP AT MARKET PRICES                                3.0          1.8           0.4           0.3           1.2


Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004. ROLE OF THE GOVERNMENT IN THE ECONOMY


                                       39



     State-owned enterprises  historically have played a significant role in the
Italian  economy.  The State  participates  in the  energy,  banking,  shipping,
transportation  and  communications   industries,   among  others,  through  its
shareholdings in ALITALIA S.P.A. ("Alitalia"), ENTE NAZIONALE IDROCARBURI S.P.A.
("ENI") and ENEL S.P.A.  ("ENEL"). See "Monetary System -- Banking Regulation --
Structure  of  the  Banking   Industry"   and  "Public   Finance  --  Government
Enterprises." The contribution of  government-owned  enterprises  (either wholly
owned or in which participations are held) to GDP has fallen significantly since
the commencement in the early 1990's of privatizations of these enterprises. See
"Public Finance -- Privatization Program."

SERVICES

     In 2004,  services  represented 66.5% of GDP and 66.1% of total employment.
Among the most important service sectors are:

     o    commerce, hotels and restaurants,  which accounted for 16.2% of GDP in
          2004;
     o    information  technology,  research and  professional  services,  which
          accounted for 10.8% of GDP in 2004;
     o    transport and communications, which accounted for 7.1% of GDP in 2004;
          and
     o    real estate leases, which accounted for 8.3% of GDP in 2004.

 TRANSPORT.  Italy's  transport  sector has been  relatively  fast-growing  and,
during  the  period  from  1980 to 1996,  grew at more  than  twice  the rate of
industrial  production growth. The expansion of the transport sector was largely
the result of trade integration with European markets.  Historically,  motorways
and railways have been  controlled,  directly and indirectly,  by the Government
and  have  posted  large  financial  losses.  In  recent  years  many  of  these
enterprises have been restructured in order to place them on a sounder financial
footing and/or privatized.

     Roadways are the dominant mode of transportation in Italy. The road network
includes, among others, municipal roads that are managed and maintained by local
authorities,  roads outside  municipal  areas that are managed and maintained by
the State  Road  Board  (ANAS)  and a system of toll  highways  that in part are
managed  and   maintained  by  COSTRUZIONI  E  CONCESSIONI   AUTOSTRADE   S.P.A.
("Autostrade"),  Italy's largest motorway company, which was fully privatized in
March  2000.   Autostrade  manages   approximately  3,400  kilometers,   of  the
approximately   6,500  kilometer  system  of  motorways,   under  a  twenty-year
concession granted by ANAS. Toll motorways represent  approximately 84.6% of the
total motorway network.

     Italy's  railway  network is small in relation to its  population  and land
area. Approximately 30% of the network carries 80% of the traffic,  resulting in
congestion  and  under-utilization  of large  parts of the  network.  There  are
approximately 22,200 kilometers of railroad track, of which a large majority are
controlled by  State-owned  railways,  with the remainder  controlled by private
firms operating under concession from the Government.  In 2004, Italian railways
carried  approximately 23.3 billion tons-km of freight and recorded 47.5 billion
passengers-km.  The Government  historically has provided substantial  operating
subsidies to the State-owned railroads,  making passenger tickets less expensive
than for most European railroads.  In addition,  the railway system historically
has suffered from overstaffing, high pay and inadequate infrastructure. However,
the Government has been  restructuring the Italian railway system to improve its
efficiency, expand the network and upgrade existing infrastructure.

     In 1992, the Italian State railway  company was converted from a public law
entity into a commercial State-owned corporation, Ferrovie dello Stato S.p.A. or
FS, with greater autonomy over investment,  decision-making  and management.  In
2004 the total annual  capital  expenditure  in fixed  assets by Ferrovie  dello
Stato totaled (euro)8,500


                                       40



million,  compared to (euro)2,720  million in 1997. In 2004 Ferrovie dello Stato
recorded  a  consolidated  loss of  (euro)125  million,  compared  to profits of
(euro)31  million  in 2003 and  (euro)77  million  in 2002.  In  response  to EU
directives and intervention by the Italian Antitrust Authority (AUTORITA GARANTE
DELLA CONCORRENZA E DEL MERCATO), since March 1999 Italy has been implementing a
plan aimed at preparing  Italy's  railways for  competition.  Italy  liberalized
railway  transportation  by creating two separate legal entities wholly owned by
Ferrovie dello Stato:  Trenitalia S.p.A.,  managing the transportation  services
business  and  Rete  Ferroviaria   Italiana  S.p.A.   ("RFI")  managing  railway
infrastructure   components  and  the  efficiency,   safety  and   technological
development of the network.

     The  Government  plans to privatize the freight and  intercity  businesses,
while the local  transport  and  infrastructure  divisions  will  continue to be
Government-operated.  The Government's  objective is to devolve to the regions a
significant  part of the State  responsibilities  for local railways.  Under the
planned decentralization  process, regions will become responsible for the whole
range of local  transportation  services through contracts entered into with the
State. The  international  segment of railway  transport was liberalized in 2000
and as of October  30,  2005,  40  licenses  had been  granted to  international
operators.

     Projects for new high-speed train systems (TRENO AD ALTA VELOCITA,  or TAV)
linking  the  principal  urban  centers  of  Italy  with  one  another  and with
neighboring  European  countries,  as  well  as  other  infrastructure  projects
designed to upgrade the railway network, are under way.

     La Spezia and Genoa are the two largest  Mediterranean  ports for container
shipping.  During the late 1990s,  ISTITUTO PER LA RICOSTRUZIONE  INDUSTRIALE or
IRI, a State holding company,  completed the  privatization of its international
maritime companies.  Tirrenia, a state-owned company,  operates ferry operations
and regional maritime activities.

     Alitalia,  Italy's national airline,  was partially  privatized in 1998 and
re-capitalized in early 2002.  Currently,  37.7% is owned by the public with the
remainder  held by the  Ministry  of  Economy  and  Finance.  In 2004,  Alitalia
recorded  losses  of  approximately  (euro)812  million,  compared  to losses of
approximately  (euro)520  million  in 2003  and a net  profit  of  approximately
(euro)93  million  in 2002.  Due to its  financial  difficulties,  in early 2004
Alitalia  entered  into  negotiations  with  the  State  and  with  trade  union
representatives  in order to agree on a corporate  and  financial  restructuring
plan, which was finally approved by its Board of Directors on September 20, 2004
for the period 2005-2008.

     Passenger  air  traffic  in Italy is  concentrated,  with  53.8% of all air
traffic in 2003  attributable  to Ciampino  and  Fiumicino  airports in Rome and
Linate and Malpensa airports in Milan.

     COMMUNICATIONS.  In 1997,  Parliament  enacted  legislation  to reform  the
telecommunications  market with the aim of promoting  competition  in accordance
with EU directives. This legislation permits companies to operate in all sectors
of the  telecommunications  market,  including radio,  television and telephone,
subject to certain  antitrust  limitations and provided for the appointment of a
supervisory authority. The Italian Telecommunication  Authority (AUTORITA PER LE
GARANZIE NELLE COMUNICAZIONI,  or AGCOM), consists of eight members appointed by
Parliament and a president  appointed by the  Government.  It is responsible for
issuing  licenses  and has the power to regulate  tariffs  and impose  fines and
other  sanctions.  Each  fixed and  mobile  telephony  operator  must  obtain an
individual license, which is valid for 15 years and renewable.

     Italy's  telecommunications  market  is  one  of  the  largest  in  Europe,
utilizing  an  aggregate  of  approximately  27.9  million  fixed lines and 62.7
million  mobile  telephone  lines  as of  December  31,  2004.  The  market  was
deregulated in January 1998 and Telecom Italia, which was privatized in 1997 and
later acquired by Olivetti in 1999, remains the largest operator,  but is facing
increasing  competition  from new operators that have been granted  licenses for
national and local  telephone  services.  Competition  among  telecommunications
operators has resulted in lower  charges and a wider range of services  offered.
In January 2000, access to local loop telephony was liberalized.

     In  1995,  following  the  adoption  of  legislation  aimed  at  developing
competition in the mobile  telephone  business,  Telecom Italia Mobile (TIM) was
spun-off  from  Telecom  Italia  and  publicly  listed;  however,  in  2004,  in
furtherance of a  restructuring  plan aimed,  inter alia, at  strengthening  its
position in the market,  TIM merged into Telecom  Italia.  The  Government  also
granted  mobile  licenses  to other  mobile  operators.  TIM remains the largest
mobile operator,  followed by Vodafone Italia (controlled by the Vodafone Group)
and Wind.

     In 1998, the European Parliament  authorized EU member countries to grant a
limited number of Universal Mobile  Telecommunication  System, or UMTS, licenses
for third-generation,  or 3G, mobile telephony services,


                                       41


through  which  companies  intend to provide  additional  and enhanced  services
including  high-speed  wireless internet access.  The allocation process of UMTS
licenses in Italy was effected by an auction among pre-qualified  applicants. In
2000,  five UMTS licenses were granted for terms of fifteen years.  Italy raised
(euro)13,815 million through the UMTS license auction.

     Internet  and  personal  computer  penetration  rates in Italy  have  grown
substantially  in recent  years.  The ratio of personal  computers per household
increased  from  16.7% in 1997 to  43.9% in 2005  while  the  proportion  of PCs
connected to the Internet increased to 34.5% in 2005 from 2.3% in 1997.

     TOURISM.  Tourism is an important sector of the Italian  economy.  In 2004,
tourism  revenues,  net of amounts  spent by  Italians  traveling  abroad,  were
approximately (euro)12.2 billion, representing a 22.7% increase from net tourism
revenues in 2003.  This  reflected  a decrease  in spending by Italian  tourists
abroad of 9.4% while spending by foreign visitors in Italy increased by 3.8%. In
2004 the numbers of Italians  traveling  abroad  decreased  by 15.4%,  while the
number of  foreigners  traveling in Italy  decreased by 8.3%.  See "The External
Sector of the Economy -- Current Account."

     FINANCIAL SERVICES. Historically, a significant portion of Italy's domestic
investment  has  been in  public  debt.  However,  the  percentage  of  domestic
investment  allocated to holdings of foreign  assets,  investment fund units and
shares,  increased  from  18.5% in 1995 to 38.0% in 2003,  while the  percentage
allocated  to bonds  decreased  from 30.6% in 1995 to 18.7% in 2003.  This shift
generated a substantial  increase in fee income for financial  institutions.  In
2004, investment in holdings of foreign assets, investment fund units and shares
decreased  to 37.8% of domestic  investment,  while the  proportion  of domestic
investment allocated to bonds rose to 19.3%.

     Share prices rose in Italy in 2004. The Italian stock  exchange  recorded a
17% average increase in share prices,  compared to increases of 9% in the United
Kingdom, 7% in France and 8% in Germany.

     Italian household indebtedness as a percentage of GDP grew from 23% in 1995
to 34% in 2003. However, it remains lower than in other comparable  countries in
the EU  such as  Germany,  France  and  the  United  Kingdom,  which  registered
household indebtedness as a percentage of GDP of 73%, 49% and 97%, respectively,
in 2003. Bank lending to Italian  residents  generally has increased since 1997,
accommodating economic expansion. The rate of growth in bank lending was 6.7% in
2003 and 2004. For a description of the Italian  banking  system,  see "Monetary
System -- Banking Regulation."

MANUFACTURING

     In 2004, the  manufacturing  sector  represented  21.6% of GDP and 20.7% of
total employment. In 2004, manufacturing output decreased by 0.1%, compared to a
0.9% decrease registered in 2003.

     Italy has compensated for its lack of natural  resources by specializing in
transformational  and processing  industries.  Italy's  principal  manufacturing
industries  include  metal  products,   precision   instruments  and  machinery,
textiles, leather products and clothing, wood and wood products, paper and paper
products,  food and tobacco,  chemical and pharmaceutical products and transport
equipment, including motor vehicles.

     The number of large manufacturing companies in Italy is relatively small in
comparison to other European Union countries.  The most significant include Fiat
(automobiles and other  transportation  equipment),  Pirelli (tires,  cables and
industrial rubber products),  Finmeccanica (aeronautics,  helicopters, space and
defense),  Ferrero  (food) and Benetton  (clothing).  These  companies  export a
significant  share of their output and have  significant  market shares in their
respective product markets in Europe.

     Much of Italy's  industrial  output is produced  by small and  medium-sized
firms,  which also  account  for much of the  economic  growth  over the past 20
years.  These  firms are active  especially  in light  industry  (including  the
manufacture of textiles,  clothing, food, shoes and paper), where they have been
innovators,  and  export a  significant  share of their  production.  The profit
margins of large manufacturing firms,  however,  generally have been higher than
those of their  smaller  counterparts.  Various  Government  programs to support
small firms provide,  among other things, for loans,  grants, tax allowances and
support to venture capital entities.

     Traditionally,  investments in research and  development  (R&D)  activities
have been very limited in Italy.

     Total and corporate R&D spending has continued to be  proportionally  lower
in Italy  than in other  industrial  countries,  reflecting  Italian  industry's
persistent  difficulty  in  closing  the  technology  gap  with  other  advanced


                                       42


economies.  Total R&D spending in Italy  decreased  from 1.13% of GDP in 1993 to
1.00% in 1995  and rose  back to 1.16%  in  2002.  This  compares  to total  R&D
spending as a  percentage  of GDP in 2002 of 2.52% in Germany,  2.20% in France,
1.83% in the EU (including the ten EU member states which joined in May,  2004),
2.67% in the United States and 3.12% in Japan.

     The  following  table shows  industrial  production by sector for the years
indicated:



                         INDUSTRIAL PRODUCTION BY SECTOR
                               (INDEX: 2000 = 100)
- --------------------------------------------------------------------------------------------------------------------
                                                   2000          2001          2002          2003           2004
                                                 ---------    -----------   -----------   -----------    -----------
                                                                                            
  Energy products                                   100          99.6          103.8         108.2         110.2
  Minerals, ferrous and non-ferrous metals          100          99.6           98.1          98.5          99.4
  Chemicals and pharmaceutical products             100            97          100.7          98.2         100.6
  Metal products                                    100         101.3             98          99.5           101
  Agricultural and industrial machinery             100         101.5          101.7          96.9          97.8
  Precision instruments and machines                100          97.6           91.7          83.8          83.8
  Transport equipment                               100          96.2           91.8          86.6            86
  Food and tobacco                                  100         103.7          104.9           107         106.6
  Textiles and clothing                             100          99.5           91.8          88.5          84.8
  Wood and wood products                            100         100.7          100.1          98.3         100.8
  Paper and paper products                          100          98.4           99.1         100.9         107.3
  Rubber and plastic materials                      100          98.4           94.9          94.9          94.7
  Other industrial products                         100           101           98.4          88.4          88.3
                                                    ----        ------        -------        ------        ------
  Aggregate Index                                   100          99.4           97.8          96.8          97.3


Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.

ENERGY PRODUCTION

     The demand for energy, measured in terms of million tons of oil equivalent,
or MTOE,  increased by 1.1% in 2004,  compared to a 4.0%  increase in 2003.  The
increase of energy  demand was due to an increased  demand for industry  (1.5%),
transportation (1.6%) and "other uses" (5.6%), partially offset by a decrease in
demand for heating and agriculture (0.5 and 2.9%, respectively).

     In 2004, oil represented 45.4% of Italy's primary energy consumption,  with
natural gas accounting for 33.9%,  renewable  energy  resources  (which includes
solar  and  wind  energy,   recyclable  material,  waste  material  and  biogas)
accounting for 7.2%,  solid  combustibles  accounting for 8.7% and net purchased
electricity accounting for 5.1%.

     In 2004,  Italy  imported  94.2% of its oil  requirements  and 83.7% of its
natural gas requirements.  The only other significant  imported energy source is
coal. A referendum held in 1987 rejected the use of nuclear power in Italy.

     The domestic  energy  industry  consists  primarily  of ENI and ENEL.  ENI,
20.32% owned by the Government,  is engaged in the exploration,  development and
production  of oil and  natural  gas in  Italy  and  abroad,  the  refining  and
distribution  of  petroleum  products,   petrochemical   products,  the  supply,
transmission and distribution of natural gas and oil field services  contracting
and engineering.

     ENEL is the largest electricity company in Italy and is engaged principally
in the generation,  importation and distribution of electricity.  The Government
owns  21.87% of the share  capital of ENEL  directly  and 10.35%  through  Cassa
Depositi  e  Prestiti  S.p.A.,  which is 70% owned by the  Government.  Domestic
capacity is  insufficient  to meet current demand and Italy imports a portion of
its electricity requirements.

     The  Electricity and Gas Authority  (AUTORITA PER L'ENERGIA  ELETTRICA E IL
GAS) regulates electricity activities and natural gas distribution in Italy with
the aim of  promoting  competition  while  ensuring  adequate  levels of service
quality.  The  Authority  is  led by a  board  of  three  members  appointed  by
Parliament  and has a large  degree  of  independence  and  significant  powers,
including  the power to  establish  base  tariffs  and the  criteria  for tariff
adjustments  and to issue fines and other  sanctions.  While  several  companies
operate in the gas  distribution  market,  during 2004  natural gas sales by ENI
accounted for about 67.6% of domestic consumption. A Government Decree issued in
May 2000 in line with European Directives, provided for a partial liberalization
of the natural gas market.


                                       43


Pursuant to that decree after January 1, 2003, no single  operator  could have a
50% or higher  market  share of the  Italian  natural  gas  market and no single
operator  would be allowed to control  more than 75% of gas  imports,  with this
ceiling subject to a further yearly reduction of 2 percentage points until 2010.
Following the  determination of gas distribution  tariffs by the Authority,  ENI
sold a 40.2% stake in the share  capital of its  distribution  subsidiary,  SNAM
Rete Gas, through an initial public offering in December 2001 and a further 9.1%
interest in March 2004.

     In recent years, the Italian  electricity sector has undergone  significant
changes.  A  Government  decree  issued in 1999,  known as the  BERSANI  DECREE,
established a general regulatory  framework for the Italian electricity industry
that has gradually  introduced free competition in power generation and sales to
consumers meeting certain consumption thresholds,  while maintaining a regulated
monopoly  structure  for  power  transmission,  distribution  and sales to other
consumers.  In particular,  the BERSANI  DECREE and the subsequent  implementing
regulations:

     o    liberalized, as of April 1, 1999, the generation, import and export of
          electricity;
     o    liberalized  the sale of  electricity  to  consumers  meeting  certain
          consumption  thresholds,  or "Eligible  Customers,"  who may negotiate
          supply  agreements  directly  with any  domestic or foreign  producer,
          wholesaler  or  distributor  of  electricity,  and provided that other
          consumers,  or  "Non-Eligible   Customers,"  would  have  to  purchase
          electricity  from the  distributor  serving the area in which they are
          located  and  pay  tariffs  determined  by  the  Electricity  and  Gas
          Authority;
     o    provided that after January 1, 2003, no electricity company is allowed
          to  produce  or  import  more than 50% of the  total of  imported  and
          domestically produced electricity in Italy;
     o    provided  for  the  establishment  of  the  Single  Buyer,  a  central
          purchaser of electricity  from producers on behalf of all Non-Eligible
          Customers;
     o    provided for the creation of the BORSA DELL'ENERGIA ELETTRICA, or pool
          market for electricity,  in which producers,  importers,  wholesalers,
          distributors, the GESTORE DELLA RETE, other Eligible Customers and the
          Single  Buyer  participate,  with prices  being  determined  through a
          competitive bidding process;
     o    provided  for the  creation  of the  GESTORE  DEL  MERCATO,  or Market
          Operator, charged with managing the pool market;
     o    provided that the  transmission  and  distribution  of electricity are
          reserved  to  the  Italian   government   and  performed  by  licensed
          operators, and in this respect:

          o    provided   that   management   and   operation  of  the  national
               transmission grid is licensed to an independent  system operator,
               the  GESTORE  DELLA RETE or System  Operator,  with owners of the
               transmission  grid such as Terna S.p.A.  (formerly owned by ENEL)
               retaining ownership of the grid assets; and
          o    established a new licensing  regime for electricity  distribution
               and provided  incentives  for the  consolidation  of  electricity
               distribution networks within each municipality.

     In accordance with the BERSANI DECREE,  during 2000 ENEL established  three
new generating  companies (Eurogen,  Elettrogen and Interpower or, collectively,
Gencos);  representing  approximately  25% of  ENEL's  generation  capacity.  In
September  2001  a  consortium  led  by  Endesa,  a  Spanish  utility,  acquired
Elettrogen,  the second largest Genco, with a total generation capacity of 5,400
MW. In May 2002 Edipower  S.p.A.,  a consortium  led by Edison  S.p.A.  acquired
Eurogen,  the  largest  Genco with a total  generation  capacity of 7,000 MW. In
November  2002,  a consortium  comprising  Acea S.p.A.,  Electrobel  S.p.A.  and
Energia Italiana acquired  Interpower,  the third Genco, with a total generation
capacity of 2,611 MW.

     Effective  January 1,  2000,  a new tariff  regime,  subsequently  amended,
significantly  lowered fixed tariff rates for the generation,  transmission  and
distribution of electricity.

     Terna S.p.A.,  formerly controlled by ENEL, owns and operates approximately
94% of the transmission  assets of Italy's national  electricity grid, which was
operated by the System  Operator  until October 31, 2005.  In accordance  with a
governmental  decree,  enacted in May 2004, and pursuant to an agreement entered
into  in  February   2005,  the  System   Operator   transferred  to  Terna  the
responsibility  to manage the national  transmission grid and the related assets
with effect from November 1, 2005. In addition,  following the  effectiveness of
this transfer,  ENEL is no longer entitled to control more than 5% of the voting
rights for the  appointment  of Terna's  directors.  ENEL has complied  with its
obligation  to reduce its  holding in Terna to no more than 20% by July 1, 2007.
In June 2004,  ENEL sold a 50%  interest  in Terna  through  an  initial  public
offering.  A  further  13.86%  interest  was  sold  in  March


                                       44


2005 through an accelerated bookbuilding process. In May 2005, ENEL entered into
an agreement with Cassa Depositi e Prestiti  S.p.A.  for the sale of most of its
remaining shares in Terna to the Cassa (approximately 30%).

     In 2003,  the EU  adopted  a new  Directive  and a  Regulation  to  further
liberalize the electricity  market.  The new Electricity  Directive  retains the
main principles of the EU directive issued in December 1996,  commonly  referred
to as the Electricity Directive,  which it replaces. It enables all consumers to
freely choose their  electricity  supplier by 2007,  irrespective of consumption
levels,  with all  non-household  consumers  enjoying  this right of choice from
2004.  Further,  the new  Electricity  Directive  introduced new  definitions of
public service  obligations  and security of supply,  established a regulator in
all EU member states with well defined  functions and requires legal  unbundling
of network  activities  from generation and supply.  The Regulation  establishes
common rules for  cross-border  trade in electricity and lays down principles on
charges to be paid as a result of transit  flows and access to  networks as well
as on  congestion  management.  More  detailed  rules  can be  issued  by the EU
Commission acting together with a special committee.

CONSTRUCTION

     In 2004, construction represented 5.2% of GDP and 7.3% of total employment.
In 2003 and 2004,  construction  activity  grew by 2.3 and  2.7%,  respectively.
Gross fixed investment in construction,  which includes  investment for building
renovations  and by the  public  administration,  increased  by  3.1%  in  2004,
compared to 1.7% in 2003 and 3.2% in 2002.

AGRICULTURE, FISHING AND FORESTRY

     In 2004,  agriculture,  fishing and forestry  accounted for 2.7% of GDP and
5.2% of total  employment.  Agriculture's  share of  Italian  GDP has  generally
declined with the growth of industrial  output since the 1960s.  Italy's average
farm size  remains  less than half the European  Union  average.  Italy is a net
importer of all categories of food except fruits and  vegetables.  The principal
crops are wheat (including the durum wheat used to make pasta),  maize,  olives,
grapes and tomatoes. Cereals are grown principally in the Po valley in the north
and in the  southeast  plains,  olives  are grown  principally  in  central  and
southern Italy and grapes are grown throughout the country.

EMPLOYMENT AND LABOR

     GENERAL.  Job creation has been and  continues to be a key objective of the
Government. Employment as measured by the average number of standard labor units
employed during the year increased  cumulatively by approximately 6.0% from 1999
to 2004. A standard  labor unit is the amount of work  undertaken by a full-time
employee  over the year and is used to measure  the amount of work  employed  to
produce goods and services.  This increase was largely attributable to increases
in  part-time  and  temporary  employment.  Following  a 1.3%  growth in average
employment in 2002 and a 0.4% growth in 2003, average employment grew by 0.8% in
2004. The  unemployment  rate has decreased  every year since 1999 reaching 8.0%
for the year ended December 31, 2004.

     The  following  table shows the change in total  employment,  the  official
participation rate and the official  unemployment rate for each of the last five
years.



                                   EMPLOYMENT
- --------------------------------------------------------------------------------------------------------------------
                                                     2000          2001          2002          2003          2004
                                                  ----------    ----------    ----------    ----------   -----------
                                                                       (AVERAGE OVER THE YEAR)
                                                                                             
  Employment in standard labor units
    (% change on prior year)                         1.75         1.64          1.25          0.43          0.79
  Participation rate (%)(1)                          61.0         61.6          62.1          62.9          62.5
  Unemployment rate (%)(2)                           10.1          9.1           8.6           8.4           8.0


(1)  Participation rate of population aged 15-64.
(2)  Does not  include  workers  paid by  Cassa  Integrazione  Guadagni  or Wage
     Supplementation  Fund, which  compensates  workers who are temporarily laid
     off or who have had their hours cut.

Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.


                                       45



     EMPLOYMENT   BY  SECTOR.   Of  the  total   employed   workforce  in  2004,
approximately 66.1% were employed in the service sector,  21.3% were employed in
industry (other than construction),  7.3% worked in the construction sector, and
5.2% worked in agriculture.

     In 2004, average employment in industry, excluding construction,  decreased
slightly, by 0.4%.  Historically,  a declining trend of employment levels in the
industry sector began in the 1980s with  employment in industry  decreasing from
23.0% of the total workforce in 1994 to 21.3% in 2004,  principally reflecting a
decline in employment in the manufacturing sector.

     In 2004, average employment in agriculture,  forestry and fishing increased
slightly,  by 0.4%. Average employment in agriculture,  forestry and fishing has
declined  constantly  since World War II except in 2001 and 2004.  Employment in
the agriculture sector declined from 7.5% in 1994 to 5.2% in 2004.

     The largest  contribution to employment growth in Italy in recent years has
come from the services sector, which increased from 62.7% of the total workforce
in 1994 to 66.1% in 2004.  The growth was mainly  attributable  to business  and
household services,  with all service sectors other than public  administration,
transportation,  communications,  financial services and education  experiencing
employment growth.

     EMPLOYMENT BY GEOGRAPHIC  AREA AND GENDER.  Unemployment  in southern Italy
has been  persistently  higher than in northern and central Italy,  and in 2004,
was 15.0%  compared  to 6.5% in central  Italy and 4.3% in northern  Italy.  The
unemployment  rate in central and northern Italy declined  steadily between 1995
and 2002,  remaining  substantially  stable  thereafter,  while  unemployment in
southern Italy has  fluctuated,  increasing  from 1994 to 1999 and decreasing by
4.6% from 1999 to 2004.

     While  unemployment for women in Italy  historically has been substantially
higher  than for men, it has  decreased  at a faster rate (from 14.8% in 1999 to
10.5% in 2004) than for men (from 8.4% in 1999 to 6.3% in 2004). This is in part
attributable  to the  substantial  growth in female  participation  in the labor
force,  particularly  among women aged 25-54.  The  proportion  of  economically
active  women  increased  from  44.3%  in 1995  to  50.6%  in  2004,  while  the
participation  rate of men  increased  from  72.5%  in 1995 to  74.5%  in  2004.
Participation  rates for women over age 40 and for women in  southern  Italy are
significantly below European averages.

     The  Government  believes that a  substantial  "hidden  economy"  exists in
Italy,  consisting  of persons  who  claim,  for tax and other  purposes,  to be
unemployed  but actually hold a job, or who claim to hold a job but also perform
other  income-earning   activities.   The  hidden  economy  is  believed  to  be
particularly  persistent  in  areas  of high  official  unemployment  and  among
immigrant  workers.  The increase in  employment  in 2001 and 2002 may partly be
attributable  to the  "emergence" of workers that were not previously  accounted
for in national  statistics.  According to ISTAT data in 2003 the hidden economy
was  estimated to equal  between  14.8%  (equal to (euro)193  billion) and 16.7%
(equal to  (euro)217  billion)  of GDP.  The  hidden  economy  includes  illegal
activities  and  unreported  income from the  production  of legal  products and
services.

     GOVERNMENT PROGRAMS AND REGULATORY FRAMEWORK.  The Government has adopted a
number of programs aimed at correcting  the imbalances in employment,  including
programs that provide money for job training,  particularly  in southern  Italy,
and certain  incentives to companies that hire young workers.  The  Government's
target set forth in the 2006-2009 Program Document is to reduce  unemployment to
7.7% by 2009.  During  the  period  2001-2005,  the  Government  introduced  tax
incentives  for employers in order to promote  full-time  permanent  employment.
Collective bargaining of industry-wide labor contracts is the principal means of
determining working hour limitations.

     Through the CASSA INTEGRAZIONE  GUADAGNI ("CIG"),  or Wage  Supplementation
Fund,  the  Government  guarantees  a  portion  of the wages of  workers  in the
industrial  sector who are  temporarily  laid off or who have had their  working
hours reduced. Workers laid off permanently as a consequence of restructuring or
other collective redundancies are entitled to receive unemployment  compensation
for a period of 12 months, which is extendable for up to three years for workers
nearing  retirement  age.  The number of hours of work paid through CIG declined
steadily  from 299.9 million hours in 1995 to 147.2 million hours in 2000 before
increasing to 227.6 million hours in 2004.

     Italy's  labor  market  historically  has been slow to respond to  cyclical
trends,  contributing to a high  unemployment  rate. This has been attributed to
the  bargaining  power of labor  unions and a  regulatory  framework  that makes
dismissal  of  workers  difficult.  The  persistence  of high  unemployment  has
contributed to a less confrontational


                                       46


stance on the part of the unions, leading to significant declines in the average
number of  person-hours  lost per year in strikes and industrial  actions,  from
116.6  million in the period  1978-82 to 43.6 million in the period  1983-90 and
50.2  million in the period from  1991-1997.  In the period from  1998-2001,  an
average of approximately 5.9 million person-hours per year were lost to strikes.
In 2002,  2003 and 2004,  however,  34  million,  13.1  million  and 4.8 million
person-hours,  respectively,  were lost to strikes,  principally due to protests
against Government reforms and international policy.

PRICES AND WAGES

     WAGES. Unit labor costs  historically have been lower in Italy, on average,
than in most other European countries. This is due to lower average earnings per
employee, combined with higher productivity levels.

     Wages,  as measured by gross  earnings per standard labor unit increased by
an average of 3.0% for the entire  economy in 2004  compared with an increase of
3.3% in 2003 and 2.6% in 2002. As in previous years,  during 2004 the growth was
larger in the  public  service  sector  than in private  sectors  (4.0 and 2.6%,
respectively).  Labor costs per standard  labor unit,  measured in terms of unit
remuneration  (i.e.  the  total of gross  wages  and  social  security  charges)
increased  by 2.9% in 2004,  compared  to 3.8% in 2003.  Labor costs per product
unit,  or LCPU,  increased by 2.3% in 2004,  compared to 3.9% in 2003,  due to a
0.5% increase in labor  productivity in 2004,  compared to a decrease of 0.1% in
2003. LCPU growth remains higher than in other major European countries.

     PRICES.  The European  Union  harmonized  consumer price index reflects the
change  in price of a basket of goods  and  services  taking  into  account  all
families resident in a given territory.  In 2003 and 2004, the inflation rate in
the euro area as measured by the European Union harmonized  consumer price index
remained  stable at 2.1%.  Since  Italy's  entry into the EMU in 1999,  monetary
policy  decisions are made for all euro zone  countries by the European  Central
Bank. See "Monetary System -- Monetary Policy."

     Inflation in Italy, as measured by the harmonized  consumer price index was
2.3% in  2004,  compared  to 2.8% in  2003.  The  2004  figure  was  principally
attributable  to a  slowdown  in the growth of prices of  unprocessed  foods and
energy and in the growth of the core  inflation  index (which is the  harmonized
consumer  price  index net of energy,  unprocessed  food,  alcohol  and  tobacco
products), driven by a slowdown in the growth of prices of services.

     The following table illustrates  trends in prices and wages for the periods
indicated:



                                PRICES AND WAGES
- --------------------------------------------------------------------------------------------------------------------
                                                     2000         2001          2002          2003          2004
                                                   ---------    ----------    ----------    ----------    ----------
                                                                              (PER CENT)
                                                                                              
  Cost of Living Index(1)                             2.6          2.7           2.4           2.5           2.0
  Harmonized Consumer Price Index(1)(2)               2.6          2.7           2.6           2.8           2.3
  Core Inflation Index(3)                             1.9          2.4           2.8           2.6           2.3
  Change in per capita wages                          3.1          3.2           2.5           3.8           2.9
  Change in unit labor costs(4)                       0.7          2.8           3.2           3.9           2.3


(1)  The cost of living index  reflects the change in price of a basket of goods
     and services (net of tobacco) typically  purchased by non-farming  families
     headed by an employee.  It differs from the harmonized consumer price index
     in that the cost of living index is smaller in scope.
(2)  In accordance with European Commission regulations,  since January 2002 the
     harmonized  consumer  price  index  reflects  reductions  in  prices  (e.g.
     seasonal sales and promotional offers) taking place for a minimum period of
     15 days  (formerly  30 days).  As a  consequence,  figures for 2002 are not
     directly comparable to previous data.
(3)  The basket of goods and services used to measure the core  inflation  index
     is equivalent to the  harmonized  consumer  price index basket less energy,
     unprocessed food, alcohol and tobacco products.
(4)  Unit  labor  costs are per capita  wages  reduced  by  productivity  gains.
Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.


                                       47



                                 MONETARY SYSTEM
          The Italian financial system consists of banking  institutions such as
commercial banks,  leasing companies,  factoring companies and household finance
companies,  as well as  non-bank  financial  intermediaries  such as  investment
funds,  portfolio management companies,  securities investment firms,  insurance
companies and pension funds.

MONETARY POLICY

          THE EUROPEAN  SYSTEM OF CENTRAL  BANKS.  As of January 1, 1999,  which
marked the beginning of Stage III of European  Economic and Monetary Union,  the
11 countries  joining the EMU  officially  adopted the euro,  and the Eurosystem
became  responsible for conducting a single monetary  policy.  Greece joined the
EMU on January 1, 2001.

          The European  System of Central Banks (ESCB)  consists of the European
Central Bank (ECB),  established on June 1, 1998 and the national  central banks
of the EU member  states.  The  Eurosystem is formed by the 12 national  central
banks in the euro area and the ECB.  So long as there are EU member  states that
have not yet adopted the euro (currently  Cyprus,  the Czech Republic,  Denmark,
Estonia, Hungary, Latvia, Lithuania,  Malta, Poland, Slovakia,  Slovenia, Sweden
and the United  Kingdom),  there will be a  distinction  between the  12-country
Eurosystem  and the  25-country  ESCB.  The thirteen  national  central banks of
non-participating  countries  do not  take  part in the  decision-making  of the
single monetary policy,  they maintain their own national currencies and conduct
their own monetary  policies.  The Bank of Italy, as a member of the Eurosystem,
participates in Eurosystem decision-making.

          The Eurosystem is principally responsible for:

     o    defining  and  implementing  the  monetary  policy  of the euro  area,
          including  fixing  rates  on the  main  refinancing  lending  facility
          (regular   liquidity-providing  reverse  transactions  with  a  weekly
          frequency  and a  maturity  of two  weeks,  executed  by the  national
          central banks on the basis of standard tenders),  the marginal lending
          facility  (overnight  liquidity  facility  provided  to members of the
          Eurosystem  by the national  central banks  against  eligible  assets,
          usually  with no  credit  limits  or other  restrictions  on access to
          credit) and the deposit facility  (overnight deposit facility with the
          national central banks available to members of the Eurosystem, usually
          with no deposit limits or other restrictions);
     o    conducting  foreign  exchange  operations and holding and managing the
          official foreign reserves of the euro area countries;
     o    issuing banknotes in the euro area;
     o    promoting the smooth operation of payment systems; and
     o    cooperating  in  the  supervision  of  credit   institutions  and  the
          stability of the financial system.

 The ESCB is governed by the decision-making bodies of the ECB which are:

     o    the Executive  Board,  composed of the President,  Vice-President  and
          four other members,  responsible for  implementing the monetary policy
          formulated by the Governing Council;
     o    the  Governing  Council,  composed of the six members of the Executive
          Board and the governors of the 12 national central banks, in charge of
          implementing  the tasks assigned to the Eurosystem and formulating the
          euro area's monetary policy; and
     o    the General Council,  composed of the President and the Vice-President
          of the ECB and the  governors of the 25 national  central banks of the
          EU member  states.  The General  Council  contributes  to the advisory
          functions of the ECB and will remain in existence as long as there are
          EU member states that have not adopted the euro.

   The ECB is independent of the national  central banks and the  Governments of
the member  states and has its own budget,  independent  of that of the European
Community;  its  capital is not funded by the  European  Community  but has been
subscribed  and paid up by the national  central banks of the member states that
have adopted the euro,  pro-rated to the GDP and  population of each such member
state.  The ECB has exclusive  authority for the issuance of currency within the
euro  area.  The ECB had paid up  capital of  approximately  (euro)4  billion at
December 31, 2004, of which  approximately  (euro)726.3  million,  or 17.8%, was
subscribed by the Bank of Italy.

                                       48


     THE BANK OF ITALY.  The Bank of Italy,  founded  in 1893,  is the lender of
last resort for Italian  banks and banker to the  Treasury.  It  supervises  and
regulates  the Italian  banking  industry and operates  services for the banking
industry  as a  whole.  It also  supervises  and  regulates  non-bank  financial
intermediaries. The Bank of Italy had assets at December 31, 2004 of (euro)163.0
billion.

     THE ECB'S MONETARY POLICY. The primary objective of the ESCB is to maintain
price  stability.  In  October  1998 the  Governing  Council  announced  the ECB
monetary  strategy and provided a  quantitative  definition of price  stability,
which has been defined as an annual increase in the Harmonized Index of Consumer
Prices  for the euro  area of below 2%.  Despite  short-term  volatility,  price
stability is to be maintained over the medium term. Moreover, in order to assess
the outlook for price  developments and the risks for future price stability,  a
two-pillar approach was adopted by the ECB.

     The first pillar assigns a prominent role to money supply,  the growth rate
of which is measured through a broad monetary aggregate called M3. This monetary
reference  aggregate  consists of currency in circulation,  overnight  deposits,
deposits  with an agreed  maturity  up to two years,  deposits  redeemable  at a
period of notice up to three months,  repurchase agreements,  debt securities of
up to two years,  money market fund shares and money market  paper.  In December
1998, the Governing  Council set the first  quantitative  reference value for M3
growth,  at an annual growth rate of 4.5%. This reference value was confirmed by
the Governing Council in 1999, 2000, 2001 and 2002. On May 8, 2003 the Governing
Council  decided to stop its practice of reviewing the reference value annually,
given its long-term nature.

     The second pillar  consists of a broad  assessment of the outlook for price
developments  and the risks to price  stability  in the euro area and is made in
parallel with the analysis of M3 growth in relation to its reference value. This
assessment  encompasses  a wide range of  financial  market  and other  economic
indicators, including macroeconomic projections. Based on a thorough analysis of
the  information  provided by the two  pillars of its  strategy,  the  Governing
Council  determines  monetary  policy aiming at price  stability over the medium
term.

     The ECB's monetary and exchange rate policy is aimed at supporting  general
and  economic  policies in order to achieve the economic  objectives  of the EU,
including sustainable growth and a high level of employment without prejudice to
the objective of price stability.

     ECB INTEREST RATES. The minimum bid rate on the main refinancing operations
was  subsequently  raised  on  several  occasions  in 2000 to 4.75% on August 31
reflecting  concern  over the risks to price  stability  (since June 2000,  main
refinancing  operations  have  been  conducted  on the  basis of  variable  rate
tenders).  As a result of the global economic  slowdown in 2001 and the weakness
of the  economy  in the  euro  area in 2002  and the  first  half of  2003,  the
Governing Council  progressively  lowered interest rates by a total of 275 basis
points,  with  interest  rates on the minimum  bid rate on the main  refinancing
operations,  the marginal lending and deposit  facilities  reaching 2.00%, 3.00%
and 1.00%,  respectively  in June 2003.  These rates  remained  unchanged  until
December 2005. The Governing Council raised interest rates by 25 basis points in
December 2005 and in March 2006,  with interest rates on the minimum bid rate on
the main refinancing  operations,  the marginal  lending and deposit  facilities
reaching 2.50%, 3.50% and 1.25%, respectively.

     The  following  table  shows  the  movement  in the  interest  rate on main
refinancing  operations  and on marginal  lending and  deposit  facilities  from
February 4, 2000 to March 10, 2006.

      ECB  MONEY  SUPPLY  AND  CREDIT.   The   three-month   moving  average  of
twelve-month  euro money supply  growth,  a measure that is used to evaluate the
divergence  from the  ECB's  4.5%  reference  growth  rate,  remained  under the
reference rate prior to May 2001 and since then has remained above the reference
rate. It grew to 7.6% through December 2001,  declined  slightly to 6.9% through
December  2002,  grew  sharply  in the  first  half of 2003  to  over  8.0%  and
subsequently  declined to 7.5% through  December 2003 and 6.6% through  December
2004 and remained substantially unchanged through the first quarter of 2005. The
growth  of M3  through  the  first  half of 2003 was  mainly  due to  shifts  in
portfolios  to more  liquid  assets  resulting  from  continued  uncertainty  in
financial  markets,  international  political  tensions  and low  long-term  and
short-term  interest  rates.  In  addition,  the  high  growth  rate  of M3  was
attributable  to the  introduction of the euro in physical form in the countries
participating  in the EMU on January 1, 2002 and to the decline in the growth of
total lending to the private sector, which decreased to a twelve month growth of
4.7% in 2002,  compared to 6.7% in 2001. The slowdown in M3 growth recorded from
the second half of 2003 to the first quarter of 2005 was mainly  attributable to
the increased  stability of the financial markets,  with a resulting decrease in
the proportion of liquid assets in investor portfolios and increasing investment
in the


                                       49


equity  markets and long-term debt  investments.  The effects of this trend were
partially offset by higher investment in money market fund shares.  The slowdown
in M3 growth  during this  period was  partially  offset by a  reduction  in the
spread between long and short term interest rates, which resulted in a growth in
the proportion of short term deposits and repurchase agreements.

EXCHANGE RATE POLICY

     Under the Maastricht Treaty, the ECB and ECOFIN are responsible for foreign
exchange rate policy. The European Council formulates the general orientation of
exchange rate policy, either on the recommendation of the Commission,  following
consultation with the ECB, or on the  recommendation  of the ECB.  However,  the
Council's general  orientation  cannot conflict with the ECB's primary objective
of maintaining  price stability.  The ECB has exclusive  authority for effecting
transactions in foreign exchange markets.

BANKING REGULATION

     REGULATORY  FRAMEWORK.  Italian  banks are  generally  organized  as  joint
stock  companies  and fall  into one of the  following categories:

     o    joint stock  companies  owned directly or indirectly by the private or
          public sector or by public foundations;
     o    co-operative banks; or
     o    institutions that provide  centralized  management  services to other,
          usually small-sized banks.

Subject to the principle of "home  country  control,"  non-Italian  EU banks may
carry out banking business and business activities in Italy that are integral to
banking as described in Directive No. 2000/12/EC,  as amended, or the EU Banking
Directive.  Under the principle of "home country control," a non-Italian EU bank
remains subject to the regulation of its home-country  supervisory  authorities.
It may carry out in Italy those banking  activities  described in the EU Banking
Directive  that it is permitted to carry out in its home  country,  provided the
Bank of Italy is informed by the entity supervising the non-Italian EU bank.

     DEREGULATION  AND   RATIONALIZATION   OF  THE  ITALIAN  BANKING   INDUSTRY.
Historically,  the  Italian  banking  industry  has been highly  fragmented  and
characterized by high levels of State ownership and influence. During the 1980s,
Italian  banking  and  European   Community   authorities  began  a  process  of
substantial deregulation. The principal components of this deregulation in Italy
were the Amato Law, the Dini Directive,  the Ciampi Law,  certain fiscal changes
and  the   implementation  of  EU  Directives.   The  principal   components  of
deregulation  at the European  level are set forth in EU Directives  and provide
for:

     o    the free movement of capital among member countries;
     o    the easing of restrictions on new branch openings;
     o    the range of domestic and  international  services that banks are able
          to offer throughout the European Union; and
     o    the  elimination of  limitations  on annual  lending  volumes and loan
          maturities.

The  effect  of the  Amato  Law,  the Dini  Directive,  the  Ciampi  Law and the
implementation  of  the  EU  Directives  has  been  a  significant  increase  in
competition  in  the  Italian  banking   industry  in  virtually  all  bank  and
bank-related services.

     THE AMATO LAW.  The Amato Law was  enacted in July 1990 to  strengthen  the
capital  base  of  the  Italian  banking  system  by  creating   incentives  for
consolidation,  and permitting  greater private  investment.  The  restructuring
process  under the Amato Law was  intended to create  larger and more  efficient
institutions capable of providing better services and competing more effectively
in Italy and abroad. The Amato Law contains two principal provisions:

     o    Banks  organized as public law entities  were allowed to convert into,
          or to transfer  their  assets to, one or more  joint-stock  companies.
          Banks  were  also  permitted  to  be  members  of  a  holding  company
          structure; and
     o    Consolidations were encouraged through tax incentives.

THE CONSOLIDATED BANKING LAW. In 1993, the Consolidated Banking Law consolidated
most  Italian  banking   legislation   into  one  statute.   Provisions  in  the
Consolidated  Banking  Law  relate  to  the  role  of  supervisory  authorities,
investment  in banks,  the  definition  of banking and related  activities,  the
authorization  of  banking  activities,  the scope of  banking  supervision  (in
particular on a consolidated  basis),  special bankruptcy  procedures for banks,
the


                                       50


supervision of financial  companies and the approval of securities  offerings to
be made in Italy.  Banking  activities may be performed by a single  category of
banks,  which may collect  demand and savings  deposits  from the public,  issue
bonds and extend medium- and long-term credit,  subject to regulations issued by
the  Bank of  Italy.  Furthermore,  subject  to  their  respective  by-laws  and
applicable regulations, banks may engage in all the business activities that are
integral to banking as described in the EU Banking Directive.

     The  Consolidated  Banking Law was amended by Legislative  Decree No. 37 of
February 6, 2004 and Legislative Decree No. 310 of December 28, 2004 in order to
coordinate its provisions  regarding  bank  institutions  with the provisions of
Legislative  Decree No. 6 of January 17, 2003,  which introduced the corporation
law reform.  The  amendments to the  Consolidated  Banking Law  included,  among
others,   amendments  relating  to  the  duties  and   responsibilities  of  the
administrative  and supervisory bodies of the companies set by the new models of
corporate governance.

     THE DINI  DIRECTIVE.  Historically,  a large  number of Italian  banks were
owned  by  public  law  banking  foundations,  which  in  turn  were  controlled
principally by local  government  authorities.  The Dini  Directive,  enacted in
November 1994, provided tax incentives for Italian banking foundations to either
reduce  to  below  50%  their  equity  participation  in  certain  public  banks
originally  organized as foundations through either public offerings or sales to
certain  specified  entities  including,  for example,  banking groups,  certain
financial  institutions and insurance  companies,  or cover more than 50% of the
foundations' expenses from income derived from sources other than such banks.

     THE CIAMPI  LAW.  The  Ciampi  Law,  enacted  on  December  23,  1998,  and
Legislative Decree No. 153 of May 17, 1999,  collectively  referred to herein as
the Ciampi Law, provide for, INTER ALIA, the:

     o    transformation  of public  law  banking  foundations  into  non-profit
          private  institutions  with the exclusive purpose of pursuing projects
          of social importance in the area of scientific research,  education or
          healthcare;
     o    disposition  of any remaining  controlling  participation  in banks or
          financial institutions by 2006; and
     o    application of the tax regime for non-profit private institutions (50%
          reduction  in income tax and  regional  tax on  production  activities
          (IMPOSTA  REGIONALE  SULLE  ATTIVITA  PRODUTTIVE,  or  IRAP)  to those
          foundations that disposed of their controlling  stakes in banks by May
          2003.

THE DRAGHI LAW. The Draghi Law (Legislative  Decree No. 58 of February 24, 1998)
became  effective  in July 1998 and aimed at  reorganizing  laws  governing  the
securities  market and publicly traded  companies.  While the Draghi Law did not
amend  Italian  legislation  governing  the banking  industry,  it is  generally
applicable to Italian public companies. In particular, the Draghi Law introduced
new provisions  regulating  tender offers of  securities,  savings  shares,  the
solicitation  of proxies and the duration of  shareholder  agreements,  with the
objective of protecting minority shareholders in general.

     SUPERVISION.   The   regulation  of  Italian  banks  is  conducted  by  the
Inter-Ministerial  Committee for Credit and Savings (COMITATO  INTERMINISTERIALE
PER IL CREDITO E IL RISPARMIO, or CICR), the Ministry of Economy and Finance and
the Bank of Italy.  The principal  objectives  of  regulation  are to ensure the
sound and prudent management of the institutions  subject to supervision and the
overall stability, efficiency and competitiveness of the financial system.

     THE CICR.  The CICR is composed of the  Economy and Finance  Minister,  who
acts  as  chairman,   and  certain  other  economic  ministers  of  the  Italian
government.  The  Governor  of the Bank of Italy,  although  not a member of the
CICR,  attends  all  meetings of the CICR but does not have the right to vote at
such meetings.  The CICR  establishes  the general  guidelines  that the Bank of
Italy must follow when adopting  regulations  applicable to banks.  The CICR has
wide-ranging  powers to make policies and issue guidance in banking  regulation,
acting upon proposals of the Bank of Italy.

     THE  MINISTRY OF ECONOMY AND  FINANCE.  The  Ministry  has broad  powers in
relation to banking and financial activities. It authorizes the establishment in
Italy of the first branch of non-EU banks, sets eligibility  standards to be met
by holders of equity  interests in the  share-capital of a bank and the level of
professional  experience required of directors and executives of banks and other
financial intermediaries.  The Ministry may, in cases of urgency, adopt measures
that are generally within the sphere of CICR's powers and may also issue decrees
that impose administrative  sanctions against banks and their managers and place
banks  in  involuntary  liquidation   (LIQUIDAZIONE  COATTA  AMMINISTRATIVA)  or
extraordinary management (AMMINISTRAZIONE STRAORDINARIA).

                                       51


     THE BANK OF ITALY.  The Bank of Italy  implements the policies set forth by
the CICR by adopting regulations and compliance  instructions.  The Consolidated
Banking Law identifies four main areas of intervention subject to the regulatory
power of the Bank of Italy: capital requirements,  risk exposure,  the taking of
participations,  including  mergers and  acquisitions,  and  administrative  and
accounting  organization  and internal  controls.  The Bank of Italy also issues
regulations  in other  fields  (such as  transparency  in banking and  financial
operations of credit  institutions).  The Bank of Italy supervises banks through
its own  auditing  body,  which  authorizes,  among  other  things,  significant
investments  by banks and examines  reports that banks are required to file with
the Bank of Italy on a regular  basis or with respect to specific  transactions.
The  main  supervisory  powers  of the  Bank of  Italy  include  review  of bank
financial  statements  and  other  statistical  data,  prior  review  of  by-law
amendments,  bank  inspections and the  verification of capital ratios,  reserve
requirements and exposure limits for individual banks.

     The Bank of Italy carries out audits of all banks  through its  supervisory
staff of bank  examiners.  Audits may be ordinary or special (which are directed
toward  specific  aspects  of  banking  activity).  Matters  covered by an audit
include  the  accuracy  of  reported  data,  compliance  with  banking  laws and
regulations,  conformity  with a bank's own by-laws and compliance with exposure
limits.

     The  Bank of  Italy  requires  all  banks  to  report  monthly  statistical
information related to all components of their  non-consolidated  balance sheet.
Consolidated accounts must be submitted every three or six months,  depending on
the type of  information  requested.  Other data  reviewed  by the Bank of Italy
include  minutes of meetings of each bank's board of  directors.  Banks are also
required  to submit any other data or  documentation  that the Bank of Italy may
request.

     In addition to its  supervisory  and regulatory  role, the Bank of Italy is
the lender of last resort for Italian banks,  and banker to the Italian Ministry
of Economy and Finance.  It also operates services for the banking industry as a
whole, most notably the CENTRALE DEI RISCHI, a central  information  database on
credit risk.

     On December 28,  2005, a new law  introduced  some  relevant  modifications
concerning the competences and organization of the Bank of Italy. In particular,
in accordance with the new legal framework, the Governor of the Bank of Italy is
now appointed  for a term of 6 years,  renewable  only once,  while prior to the
reform the Governor was appointed for an indefinite  term. In addition,  the new
law transferred  most of the competences of Bank of Italy regarding  competition
in the banking sector to the Antitrust  Authority,  although joint  clearance of
Bank of  Italy  and  Antitrust  Authority  is  required  in case of  mergers  or
acquisitions.

CREDIT ALLOCATION

     The Italian credit system has changed substantially during the past decade.
Banking  institutions  have faced  increased  competition  from  other  forms of
intermediation,   principally   securities  markets.   Lending  activity  growth
increased  by 6.7% in 2004 and in 2003,  and was higher than euro area growth of
6.3% in 2004. The growth in Italian lending activity was mainly  attributable to
medium- and long-term  lending activity,  which grew 13.8% in 2004,  compared to
13.6% in 2003, while short-term lending activity decreased 3.8% in 2004, after a
2.0%  reduction  in 2003.  The growth  rate in  lending  activity  to  companies
decreased to 3.5% in 2004,  compared to 6.3% in 2003, due  principally to a 0.4%
decrease in lending  activities in the  manufacturing  sector,  compared to 1.4%
growth in 2003,  and to the  slower  growth of  lending  activities  in both the
construction  and service  sectors,  from 13.1% in 2003 to 8.8% in 2004 and from
11.1% in 2003 to 7.4% in 2004, respectively.  Lending activities to the consumer
and residential sector continued to experience high levels of growth at 13.6% in
2004, compared to 10.3% in 2003, mainly due to the growing real estate market.

EXCHANGE CONTROLS

     Following the complete  liberalization of capital movements in the European
Union in 1990,  all exchange  controls in Italy were  abolished.  Residents  and
non-residents  of  Italy  may  make  any  investments,   divestments  and  other
transactions that entail a transfer of assets to or from Italy,  subject only to
limited reporting, record-keeping and disclosure requirements referred to below.
In  particular,  residents  of  Italy  may hold  foreign  currency  and  foreign
securities of any kind, within and outside Italy, while non-residents may invest
in  Italian  securities  without  restriction  and may export  from Italy  cash,
instruments of credit or payment and securities,  whether in foreign currency or
euro,  representing  interest,  dividends,  other  asset  distributions  and the
proceeds of dispositions.



                                       52


     Italian legislation contains certain  requirements  regarding the reporting
and  record-keeping  of movements of capital and the  declaration  in annual tax
returns of investments or financial assets held or transferred abroad. Breach of
certain  requirements  may result in the imposition of  administrative  fines or
criminal penalties.



                                       53


                       THE EXTERNAL SECTOR OF THE ECONOMY

FOREIGN TRADE

     Italy is fully  integrated  into the  European  and world  economies,  with
imports and exports in 2004 equal to 28.3% and 28.7% of real GDP,  respectively.
The size of Italy's  trade  surpluses  has  declined  in recent  years.  Italy's
merchandise   exports  have  suffered  from  competition  with  Asian  products,
reflecting  higher  prices  of  Italian  products,   the  improving  quality  of
non-Italian products and the increased commercial presence and improved services
offered  by   non-Italian   companies  in  EU   countries.   Moreover,   Italy's
specialization  in more traditional  merchandise is unable to meet the increased
demand for high-technology products characterizing the expansion of world trade.
Italy's trade surplus  declined from (euro)9.2  billion,  or 0.8% GDP in 2001 to
(euro)7.8  billion in 2002 and  (euro)1.6  billion,  or 0.1% of GDP, in 2003. In
2004, Italy registered a trade deficit of (euro)0.6 billion  notwithstanding the
expansion of world trade,  reflecting the gradual decline in  competitiveness of
Italian products for the reasons described above and a strengthening of the euro
in relation to other currencies.

     The following tables illustrate Italy's exports and imports for the periods
indicated.  Export  amounts do not include  insurance and freight costs and only
include the costs associated with delivering and loading the goods for delivery.
This is  frequently  referred  to as "free on board" or  "fob."  Import  amounts
include all costs, insurance and freight,  frequently referred to as "charged in
full" or "cif."



                                            FOREIGN TRADE
- ------------------------------------------------------------------------------------------------------------
                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                       (MILLIONS OF EURO)
                                                                                         
 EXPORTS (FOB)
 Agriculture, forestry and fishing                 3,858        4,251        4,171        4,144        3,816
 Extractive industries                               525          546          683          687          790
 Manufactured products                           254,679      265,490      261,520      254,541      274,596
 Food, beverage and tobacco products              13,066       14,009       15,010       14,904       15,743
 Textiles, leather products and clothing          40,078       43,302       41,207       38,945       38,979
 Wood and wood products                            1,510        1,505        1,471        1,326        1,378
 Paper, printing and publishing                    5,933        6,084        6,156        6,017        6,222
 Refined oil products                              5,181        5,061        4,454        5,371        6,355
 Chemical and pharmaceutical products             24,136       25,754       26,906       26,059       27,555
 Rubber and plastic products                       9,389        9,673        9,853        9,845       10,675


                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                       (MILLIONS OF EURO)
 Non-metallic minerals and mineral products        9,230        9,406        9,232        8,711        9,104
 Metals and metal products                        21,257       21,986       21,627       21,894       27,370
 Mechanical products and machinery                50,678       53,957       53,126       53,326       58,142
 Electric and precision machinery                 26,383       27,625       25,007       23,761       25,905
 Transport equipment                              30,389       29,620       30,520       29,169       31,879
 Other manufactured products                      17,449       17,508       16,951       15,214       15,288
 Energy, gas and water production                     22           46           35           20           59
 Other                                             1,330        2,656        2,654        5,224        5,387
                                                --------     --------     --------     --------     --------
    Total exports                                260,414      272,990      269,064      264,615      284,647


                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                      (MILLIONS OF EURO)
 IMPORTS (CIF)
 Agriculture, forestry and fishing                 9,228        9,021        9,047        9,292        9,266
 Extractive industries                            29,561       28,718       26,282       27,457       31,847
 Manufactured products                           217,023      220,985      220,441      218,090      236,033
 Food, beverage and tobacco products              17,135       18,373       18,450       18,671       19,569
 Textiles, leather products and clothing          18,249       20,189       20,266       20,082       20,787
 Wood and wood products                            3,393        3,249        3,356        3,390        3,498
 Paper, printing and publishing                    7,207        6,719        6,556        6,271        6,313



                                       54





                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                       (MILLIONS OF EURO)
                                                                                      
 Refined oil products                              5,378        4,626        5,045        4,735        4,754
 Chemical and pharmaceutical products             33,231       33,991       35,279       35,824       38,476
 Rubber and plastic products                       5,387        5,396        5,509        5,566        6,007
 Non-metallic minerals and mineral
    products                                       2,843        2,955        2,956        2,881        3,024
 Metals and metal products                        26,277       25,674       24,288       24,039       29,675
 Mechanical products and machinery                20,354       20,707       20,720       19,902       21,174
 Electric and precision machinery                 38,269       37,275       34,748       33,600       37,501
 Transport equipment                              35,038       37,544       39,129       38,935       40,574
 Other manufactured products                       4,262        4,287        4,140        4,193        4,679
 Energy, gas and water production                  1,535        1,777        1,879        1,796        1,804
 Other                                             1,160        3,257        3,577        6,363        6,311
 Total imports                                   258,507      263,756      261,226      262,997      285,261
                                                --------     --------     --------     --------     --------
 TRADE BALANCE                                     1,907        9,234        7,838        1,618         (614)
                                                ========     ========     ========     ========     ========


Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.

The  Italian  economy  relies  heavily on foreign  sources  for energy and other
natural  resources,  and Italy is a net importer of chemical and  pharmaceutical
products,  agricultural  and food  industry  products,  wood and wood  products,
minerals,  metals and metal  products,  electric  and  precision  machinery  and
transport equipment.

     Of all the major European countries, Italy is the most heavily dependent on
import of energy,  importing  approximately  85.0% of its energy requirements in
2004 and 2003. As a result,  Italy's trade balance is vulnerable to fluctuations
in oil prices.

     Following two years of declining  exports of goods at constant prices (2.9%
and 2.1% in 2002 and  2003,  respectively),  Italy  registered  an  increase  in
exports at constant prices of 3.3% in 2004. The growth in 2004 was primarily due
to an increase  in exports of metals and metal  products,  reflecting  growth in
worldwide demand for steel, and in mechanical  products and machinery as well as
in transport equipment,  particularly automotive spare parts and accessories and
ships. The increase in exports in 2004 was principally  attributable to a growth
in exports  to France and Spain,  while  exports to the U.K.  and  Germany  were
stable.  Exports  to the ten EU member  states  that  joined  the EU in May 2004
decreased  by 5.9% due  principally  to lower sales of  mechanical  products and
machinery  and  textiles.  Italy  registered  higher growth in exports to non-EU
countries  compared to EU countries for the fourth consecutive year. This growth
was principally  attributable to exports to Russia and China, which increased by
25% and 13%,  respectively,  due mainly to exports of  mechanical  products  and
machinery and metals and metal  products.  Italian  exports'  growth in 2004 was
significantly slower than worldwide trade growth at 10.7% in 2004,  reflecting a
continuing loss of competitiveness of Italian products.

     Imports of goods rose by 3.2% at  constant  prices in 2004,  compared  to a
0.9%  increase  in  2003  and a  1.0%  decline  in  2002,  reflecting  primarily
increasing imports of machinery,  electric  machinery,  metal and metal products
and  transport   equipment.   The  growth  of  imports  of  goods  is  primarily
attributable  to the growth of imports from Germany  (8.6%),  France  (4.7%) and
Spain  (4.7%),  offset by declining  imports  from the U.K.  Imports from non-EU
countries continued to grow faster than imports from EU countries,  with imports
from China,  which became Italy's principal non-EU supplier in 2004,  increasing
by 22.6% and imports from OPEC countries increasing by 14.1%.

GEOGRAPHIC DISTRIBUTION OF TRADE

     As a member of the European Union,  Italy enjoys free access to the markets
of the other EU member  states and applies  the  external  tariff  common to all
European  Union  countries.  During the past several  years,  the European Union
countries have made significant progress in reducing non-tariff  barriers,  such
as technical  standards  and other  administrative  barriers,  to trade  amongst
themselves,  and Italy has  incorporated  into national law most of the European
Union  directives  on trade and other  matters.  With the  accession  of ten new
members in 2004,  the EU has come to encompass  many of Italy's  most  important
central and eastern  European  trading  partners.  The following table shows the
distribution of Italy's trade for the periods indicated.



                                       55





                              DISTRIBUTION OF TRADE
                                    (CIF-FOB)
- ------------------------------------------------------------------------------------------------------------
                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                       (MILLIONS OF EURO)
                                                                                            
 EXPORTS (FOB)
 Belgium-Luxembourg                                7,586        8,838        8,710        7,609        7,754
 France                                           32,933       33,691       33,069       33,033       35,230
 Germany                                          39,558       40,096       37,256       37,233       38,761
 Netherlands                                       6,965        7,280        6,960        6,387        6,701
 United Kingdom                                   18,036       18,474       18,780       18,686       20,153
 Ireland                                           1,890        1,597        1,464        1,391        1,389
 Denmark                                           2,048        2,166        2,090        1,972        2,147
 Greece                                            5,414        5,394        5,721        5,832        6,486
 Spain                                            16,617       16,955       17,354       18,911       20,727
 Portugal                                          3,612        3,652        3,384        3,303        3,419
 Austria                                           5,804        5,928        6,004        6,199        6,988
 Finland                                           1,167        1,305        1,424        1,311        1,438
 Sweden                                            2,631        2,542        2,600        2,680        2,847
                                                --------     --------     --------     --------     --------
 Total EU (excluding new EU members)             144,262      147,917      144,814      144,547      154,040
 New EU members(1)                                12,528       14,493       14,542       15,161       15,816
                                                --------     --------     --------     --------     --------
 Total EU (including new EU members)             156,789      162,410      159,356      159,708      169,856
 Turkey                                             N.A.         N.A.         N.A.        4,721        5,687
 United States                                    26,659       26,243       25,802       21,970       22,368
 Russia                                             N.A.         N.A.         N.A.        3,847        4,963
 OPEC countries                                    8,604       10,432       10,937       10,201       11,028
 Japan                                             4,338        4,705        4,495        4,333        4,333
 China                                             2,380        3,275        4,017        3,850        4,448
 Other Asia                                         N.A.         N.A.         N.A.        8,596        8,979
 Other                                              N.A.         N.A.         N.A.       47,389       52,985
                                                --------     --------     --------     --------     --------
  Total                                          260,414      272,990      269,064      264,615      284,647
                                                ========     ========     ========     ========     ========


(1)  Comprises the Czech Republic, Estonia, Hungary, Latvia, Lithuania,  Poland,
     the Slovak Republic, Slovenia, Cyprus and Malta, which joined the EU in May
     2004.

Source: ISTAT



                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                       (MILLIONS OF EURO)
                                                                                      
 IMPORTS (CIF)
 Belgium-Luxembourg                               11,226       12,433       12,283       12,374       13,880
 France                                           29,682       29,648       29,895       29,951       31,278
 Germany                                          45,471       47,077       46,837       47,521       51,319
 Netherlands                                      15,401       16,588       15,433       15,362       16,862
 United Kingdom                                   14,185       13,540       13,390       12,708       12,294
 Ireland                                           3,509        3,592        3,635        4,082        4,185
 Denmark                                           1,769        1,907        1,821        1,925        2,109
 Greece                                            1,329        1,363        1,269        1,463        1,503
 Spain                                            10,769       11,181       12,102       12,729       13,317
 Portugal                                          1,083        1,268        1,389        1,321        1,333
 Austria                                           6,049        6,472        7,216        7,545        7,803
 Finland                                           2,277        1,776        1,667        1,813        1,552
 Sweden                                            3,819        3,521        3,528        3,542        3,833
                                                --------     --------     --------     --------     --------
 Total EU                                        146,571      150,366      150,464      152,336      161,268
 New EU members(1)                                 7,825        8,591        8,906       11,134       12,327
                                                --------     --------     --------     --------     --------
 Total EU (including new EU members)             154,397      158,957      159,370      163,470      173,595
 Turkey                                             N.A.         N.A.         N.A.        3,335        3,971
 United States                                    13,517       12,892       12,548       10,272        9,991
 Russia                                             N.A.         N.A.         N.A.        8,230        9,716



                                       56




                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                       (MILLIONS OF EURO)
                                                                                      
 OPEC countries                                   20,955       18,364       15,822       16,792       19,339
 Japan                                             6,421        6,278        5,321        5,281        5,520
 China                                             7,028        7,484        8,307        9,553       11,828
 Other Asia                                         N.A.         N.A.         N.A.        6,395        7,427
 Other                                              N.A.         N.A.         N.A.       39,669       43,874
                                                --------     --------     --------     --------     --------
 Total                                           258,507      263,756      261,226      262,997      285,261
                                                ========     ========     ========     ========     ========



(1)  Comprises the Czech Republic, Estonia, Hungary, Latvia, Lithuania,  Poland,
     the Slovak Republic, Slovenia, Cyprus and Malta, which joined the EU in May
     2004.

Source: ISTAT

Over half of Italian trade is with other European  Union members,  with 59.8% of
Italian exports and 60.4% of Italian imports attributable to trade with European
Union partners in 2004.  This proportion  increased  considerably in 2004 due to
the accession of ten new EU member  states.  However,  Italian trade with non-EU
countries has grown faster than trade with EU countries  (including  the ten new
member  states) since 2001.  Germany is Italy's  single most  important  trading
partner and in 2004 supplied  18.1% of Italian  imports and  purchased  13.7% of
Italian exports.

     Since  2000  Italy has  recorded a  negative  trade  balance  with other EU
countries.  Italy's trade deficit with EU countries  was  (euro)11.4  billion in
2003 and  (euro)12.0  billion  in  2004.  The  negative  trade  balance  with EU
countries was mainly due to the trade deficit with Germany,  Italy's  largest EU
trading partner,  which increased in 2004, principally due to export competition
from emerging market economies.

     Italy also  recorded  an  increase  in its trade  deficit  with  China,  to
(euro)6.7  billion in 2004 from (euro)5.2  billion in 2003,  principally  due to
imports of metal products,  machinery,  textiles and clothing from China,  which
more than  offset  growing  exports of Italian  metal  products,  machinery  and
transport  equipment  to  China.  Italy's  trade  deficit  with  OPEC  countries
increased to  (euro)7.1  billion in 2004 from  (euro)5.7  billion in 2003 due to
growth in  imports  of crude oil,  offset in part by an  increase  in exports of
metal products, machinery and electric machinery to OPEC countries.

BALANCE OF PAYMENTS

     The balance of payments  tabulates the credit and debit  transactions  of a
country with foreign  countries and  international  institutions  for a specific
period.  Transactions  are divided  into three broad  groups:  current  account,
capital  account and financial  account.  The current account is made up of: (1)
trade in goods (visible trade) and (2) invisible trade,  which consists of trade
in services,  income from profits and interest earned on overseas assets, net of
those paid  abroad,  and net capital  transfers to  international  institutions,
principally the European  Union.  The capital  account  primarily  comprises net
capital  transfers from  international  institutions,  principally  the European
Union. The financial  account is made up of items such as the inward and outward
flow of money for direct  investment,  investment in debt and equity portfolios,
international grants and loans and changes in the official reserves.

     The  following  table  illustrates  the balance of payments for the periods
indicated.



                          SELECTED BALANCE OF PAYMENTS
- ------------------------------------------------------------------------------------------------------------
The following table shows the balance of payments for the periods indicated.

                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                        (EURO IN MILLIONS)
                                                                                      
 Current Account                                    (740)     (10,014)     (17,351)     (12,471)     (22,056)
 Capital Account                                     936          (67)       2,251        1,822        1,779
 Financial Account                                (3,294)       8,532       17,319        8,228       19,041
 Errors and omissions                              3,098        1,549       (2,218)       2,421        1,236


Source:  Annual  Report  of the  Bank of Italy  (May  2006)  for the year  ended
December 31, 2005.

The  deterioration of Italy's current account reflects a decrease in the visible
trade surplus from  (euro)8.8  billion in 2004 to (euro)0.1  billion in 2005 and
also a decrease in Italy's  invisible trade from a surplus of (euro)1.2  billion
in 2004 to a deficit  (euro)0.4  billion in 2005, and an increase in the current
transfers  deficit from (euro)7.7  billion in 2004 to (euro)8.2 billion in 2005.
This  deterioration  was offset in part by a decrease in Italy's  income deficit
from (euro)14.8 billion in 2004 to (euro)13.6 billion in 2005.


                                       57



     The  increase  in  Italy's   financial   account  surplus  was  principally
attributable to an increase in its portfolio  investment surplus from (euro)26.4
billion in 2004 to (euro)43.4  billion in 2005 (mainly due to higher  investment
by non-Italians in Italian debt  securities,  partially offset by an increase in
investment  by  Italians  in  non-Italian  debt and  equity  securities)  and an
increase in net inflows to Italian  banks of (euro)27  billion,  compared to net
outflows of (euro)11 billion from Italian banks in 2004. The increase in Italy's
financial  account  was  offset in part by net  direct  investment  outflows  of
(euro)17.6  billion  in 2005  compared  to net  direct  investment  outflows  of
(euro)2.0 billion in 2004.

     The  following  table  shows  total  direct  investment  abroad by  Italian
entities  and total  direct  investment  in Italy by foreign  entities as of the
dates indicated:




                             DIRECT INVESTMENT BY COUNTRY(1)
- ------------------------------------------------------------------------------------------------------------
                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                         (MILLIONS OF EURO)
                                                                                      
 DIRECT INVESTMENT ABROAD
 Netherlands                                      25,588       33,050       30,740       38,716       47,198
 Luxembourg                                       21,659       23,191       23,211       17,383       19,667
 United States                                    19,168       21,312       16,660       14,718       14,063
 United Kingdom                                   14,995       19,768       17,929       16,196       18,022
 France                                           17,241       17,557       15,454       16,716       18,161
 Switzerland                                      10,868       10,175        8,930        8,753        7,877
 Germany                                          11,472       10,776        8,883       10,439       11,756
 Spain                                             7,110        7,034        6,826        7,887        8,118
 Brazil                                            4,538        4,599        2,382        2,775        2,950
 Belgium                                           3,144        3,561        3,228        3,651        3,960
 Argentina                                         2,633        2,418        1,565        1,700        1,625
 Sweden                                              742          683          575          598          646
 Other                                            33,008       30,017       26,163       27,168       28,287
                                                --------     --------     --------     --------     --------
 Total                                           172,166      184,141      162,546      166,700      182,330
                                                ========     ========     ========     ========     ========
 DIRECT INVESTMENT IN ITALY
 Netherlands                                      16,248       15,909       16,712       21,479       29,101
 Luxembourg                                       10,563       12,134       12,618       14,665       16,663
 United States                                    16,078       15,623       14,728       15,547       16,740
 United Kingdom                                   13,993       14,501       14,075       17,791       19,854
 France                                           15,037       16,181       16,354       17,014       18,358

                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                         (MILLIONS OF EURO)
 Switzerland                                      17,276       15,757       14,730       14,767       16,317
 Germany                                          10,521       10,053        9,541       11,024       10,677
 Spain                                               834          968          897        1,022        1,448
 Brazil                                               68           62           56           63           96
 Belgium                                           2,194        2,149        2,211        2,368        2,488
 Argentina                                           151          135          124          132          192
 Sweden                                            2,696        2,504        2,329        2,371        2,493
 Other                                            12,347       12,476       11,765       13,445       15,056
                                                --------     --------     --------     --------     --------
 Total                                           118,006      118,452      116,140      131,688      149,483
                                                ========     ========     ========     ========     ========



(1) Does not include real estate  investment,  investments made by Italian banks
abroad and investments made by foreign entities in Italian banks.

Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.

PORTFOLIO  INVESTMENT.   Portfolio  investment  experienced  a  net  surplus  of
(euro)28.3  billion in 2004  compared  to  (euro)3.4  billion  in 2003.  Foreign
portfolio  investment  by  Italians  reached  its  peak in  1999 at  (euro)121.5
billion, and subsequently  declined to (euro)17.0 billion in 2002,  reflecting a
significant  reduction  in  investment  in foreign  equity and

                                       58


debt securities. Foreign portfolio investments by Italians and increased back to
(euro)51.1  billion in 2003 due to higher  investment in both foreign equity and
debt  investments and declined to (euro)21.1  billion in 2004 mainly as a result
of a  reduction  in  investments  in  debt  securities.  Investment  in  Italian
securities by foreign  investors  decreased in 2004 to  (euro)47.5  billion from
(euro)54.4  billion  in 2003 due to lower  investment  in  Italian  public  debt
securities,  partially  offset  by  investments  in equity  securities  and debt
securities issued by companies other than banks.

     OTHER INVESTMENT.  In 2004 Italy recorded a deficit on "other  investments"
of  (euro)19.7  billion,  compared to a surplus of  (euro)13.7  billion in 2003,
principally  due to net  outflows  by  Italian  banks  being  recorded  in 2004,
compared to net inflows in 2003.

     ERRORS AND  OMISSIONS.  The amount  recorded  in the  residual  "Errors and
Omissions"  account is a common area of concern for all leading countries in the
European Union. The Government  believes that this account is largely the result
of exporters not reporting payments by non-residents to accounts abroad.  Errors
and omissions  amounted to a positive  (euro)1.0 billion in 2004,  compared to a
negative (euro)2.5 billion in 2003.

RESERVES AND EXCHANGE RATES

     When on  January 1,  1999,  eleven  European  countries,  including  Italy,
adopted the euro as their new national currency, the conversion rate between the
lira and the euro was irrevocably  fixed at Lit. 1,936.27 per euro. The euro was
introduced as a physical  currency on January 1, 2002. On February 28, 2002, the
lira ceased to be legal  tender in Italy and was  withdrawn  from the  financial
system.

     The  following  table  sets  forth,  for  the  periods  indicated,  certain
information  regarding  the US  Dollar/Euro  reference  rate, as reported by the
European Central Bank, expressed in U.S. dollar per euro.



                          US DOLLAR/EURO EXCHANGE RATE
- -------------------------------------------------------------------------------------------------------------------
                                                                                YEARLY
                                                                                AVERAGE
                                                                 PERIOD END     RATE(1)        HIGH          LOW
                                                                 ----------     --------     ---------     --------
    PERIOD                                                                      (U.S. $ PER (EURO)1.00)
                                                                                                
 2000                                                               0.9305       0.9194        1.0388       0.8252
 2001                                                               0.8813       0.8917        0.9545       0.8384
 2002                                                               1.0487       0.9511        1.0487       0.8578
 2003                                                               1.2630       1.1418        1.2630       1.0377
 2004                                                               1.3621       1.2462        1.3633       1.1802
 2005                                                               1.1797       1.2490        1.3077       1.1667
 2006 (up to and including March 31)                                1.2104       1.2023        1.2294       1.1826



(1)  Average of the  reference  rates for the last business day of each month in
     the period.

Source: European Central Bank

     The following table sets forth information  relating to euro exchange rates
for certain other major currencies for the periods indicated.



                               EURO EXCHANGE RATES
- ------------------------------------------------------------------------------------------------------------
                                                           YEARLY AVERAGE RATE(1) PER (EURO)1.00
                                                ------------------------------------------------------------
                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                                     
 Japanese Yen                                   108.8192     118.0825     131.7558     133.9083     137.3838
 British Pound                                    0.6194       0.6298       0.6934       0.6793       0.6865
 Swiss Franc                                      1.5088       1.4660       1.5236       1.5436       1.5543



(1)  Average of the  reference  rates for the last business day of each month in
     the period.

Source: European Central Bank

     In 2004,  official  reserves  decreased  to  (euro)45.8  billion from $50.1
billion in 2003. In 2004, the Bank of Italy reduced its annual  contribution  to
the reserves of the European  Central Bank to (euro)7.3  billion from  (euro)7.4
billion in 2003.


                                       59



     The  following  table  illustrates  the  official  reserves  of Italy as of
December 31 in each of the years 2000 through 2004.



                                OFFICIAL RESERVES

                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                                         (MILLION OF EUROS)
                                                                                       
 Gold                                             23,098       24,732       25,764       26,042       25,348
 SDRs(1)                                             255          337          103          123          106
 Total position with IMF                           2,916        3,647        3,726        3,289        2,719
 Net foreign exchange                             24,097       23,721       23,447       20,634       17,628
                                                --------     --------     --------     --------     --------
 TOTAL RESERVES                                   50,366       52,437       53,040       50,088       45,801
                                                ========     ========     ========     ========     ========




(1)  Special Drawing Rights

Source:  Annual  Report  of the  Bank of Italy  (May  2005)  for the year  ended
December 31, 2004.

                                       60



                                 PUBLIC FINANCE

THE BUDGET PROCESS

     The  Government's  fiscal year is the  calendar  year.  The budget  process
begins in March of each year,  when the General  Accounting  Office  (RAGIONERIA
GENERALE  DELLO  STATO),  a  department  of the Ministry of Economy and Finance,
sends a directive to each Ministry and  Government  agency to prepare a detailed
budget for the next fiscal year and a summary forecast budget for the next three
years.  Other public sector  entities also report to the Ministry of Economy and
Finance  in March on their cash  resources  and needs for the  following  fiscal
year.

     In June or July of each year the  Ministry of Economy and Finance  presents
to Parliament a planning document called DOCUMENTO DI PROGRAMMAZIONE ECONOMICA E
FINANZIARIA  (Economic and Financial Program Document,  or "Program  Document").
The Program Document sets forth Government programs,  reforms and public finance
targets  for the  next  four to  five  years.  It  describes  the  macroeconomic
framework  of the  current  year and sets  forth  two sets of  forecast  general
government revenues and expenditures.  The first forecast assumes no change from
current policy and the second assumes the adoption of the programs  contemplated
by the Program Document.  The Program Document is usually approved by Parliament
by mid-August of each year.

     By September  30 of each year the Ministry of Economy and Finance  presents
to Parliament its revisions,  if any, to the Program Document, and the RELAZIONE
PREVISIONALE E PROGRAMMATICA (Forecast and Planning Report, or "RPP") a document
that shows  programs,  reforms and public finance  targets for the next calendar
year.

     In the fourth  quarter of each year the  Government  presents to Parliament
its final  budgetary  package,  which consists of the LEGGE DI BILANCIO  (Budget
Law) and the LEGGE  FINANZIARIA  (Annual Financial Law). The Budget Law formally
authorizes  general  government  revenues  and  expenditures  for  the  upcoming
calendar year. General government entities may not make payments unless they are
provided  for in the  Budget  Law.  The  Annual  Financial  Law sets  forth  the
financial  framework for the upcoming calendar year within the parameters set by
the Program Document.  It allocates  financial  resources to general  government
entities and amends laws in order to reflect these allocations.

     The  Ministry  of Economy  and  Finance  and,  in  particular,  the General
Accounting Office, is responsible for the management of Government expenditures.
The Ministry of Economy and Finance  submits to the Government and to Parliament
a quarterly  cash-flow  report  (RELAZIONE  TRIMESTRALE DI CASSA) that indicates
year-to-date  revenues and expenditures and divergence from the budget.  If this
divergence is  significant,  the Government may submit a supplemental  budget to
Parliament  that,  if  approved,   amends  the  Annual  Financial  Law  for  the
then-current fiscal year.

EUROPEAN ECONOMIC AND MONETARY UNION

     Under the terms of the Maastricht  Treaty,  member states  participating in
the EMU, or  Participating  States,  are required to avoid excessive  government
deficits. In particular, they are required to maintain:

     o    a budget  deficit,  or net borrowing,  that does not exceed 3% of GDP,
          unless the excess is exceptional  and temporary and the actual deficit
          remains close to the 3% ceiling.  The  Commission  and the Council may
          consider an excess budget  deficit  resulting  from a severe  economic
          downturn to be  exceptional  if the excess  results from a decrease in
          annual GDP or from an  accumulated  loss of output during a protracted
          period of very low annual GDP growth relative to its potential, taking
          into  account all  relevant  factors  including  cyclical  conditions,
          social and investment policies,  fiscal consolidation efforts in "good
          times," debt sustainability, public investment, the overall quality of
          public finances and the  implementation of structural  pension reforms
          (and their cost); and
     o    a gross accumulated  public debt that does not exceed 60% of GDP or is
          declining at a satisfactory pace toward this reference value.

Although  Italy's public debt exceeded 60% of GDP in 1998, Italy was included in
the first  group of  countries  to join the EMU on  January 1, 1999 on the basis
that public debt was declining at a  satisfactory  pace toward the 60% reference
value.

     In order to ensure the ongoing  convergence of the economies  participating
in the EMU, to consolidate the single market and maintain price  stability,  the
Participating  States  agreed to a  Stability  and Growth Pact (SGP) that became


                                       61


effective  on July 1,  1998.  The SGP is an  agreement  among the  Participating
States aimed at clarifying the Maastricht  Treaty's  provisions for an excessive
deficit  procedure and  strengthening  the  surveillance  and  co-ordination  of
economic  policies.  The SGP  also  calls  on  Participating  States  to  target
budgetary  positions  aimed at a  balance  or  surplus  in order to  adjust  for
potential adverse fluctuations,  while keeping the overall budget deficit within
the reference value of 3% of GDP.

     Under SGP  regulations,  Participating  States  were  required  to submit a
stability  and  growth  program  (each  such  program a  "Stability  and  Growth
Program"),  and  non-participating  member states are required to submit revised
convergence  programs  every  year.  These  programs,  which  cover a  three  to
four-year period, are required to set forth:

     o    projections for a medium-term  budgetary objective (a country-specific
          target which, for  Participating  States having adopted the euro, must
          fall  within 1% of GDP and  balance or  surplus,  net of  one-off  and
          temporary measures), and the adjustment path towards this objective;
     o    the main  assumptions  about expected  economic  developments  and the
          variables  (and  related   assumptions)   that  are  relevant  to  the
          realization  of the stability  program such as  government  investment
          expenditure, real GDP growth, employment and inflation;
     o    the budgetary  strategy and other economic  policy measures to achieve
          the medium-term  budgetary objective comprising detailed  cost-benefit
          analysis  of  major  structural   reforms  having  direct  cost-saving
          effects;
     o    an  analysis  of how changes in the main  economic  assumptions  would
          affect the budgetary and debt position; and
     o    if applicable,  the reasons for a deviation  from the adjustment  path
          towards the budgetary objective.

Based  on  assessments  by the EU  Commission  and the  Economic  and  Financial
Committee, the Council of the EU delivers an opinion on whether:

     o    the economic  assumptions on which the program is based are plausible;
     o    the adjustment path toward the budgetary objective is appropriate; and
     o    the measures being taken and/or proposed are sufficient to achieve the
          medium-term budgetary objective.

     The Council of the EU can issue  recommendations to the Participating State
to take the necessary  adjustment measures to reduce an excessive deficit.  When
assessing the adjustment path taken by  Participating  States,  the Council will
examine whether the concerned Participating State pursues the annual improvement
of its cyclically adjusted balance, net of one-off and other temporary measures,
with 0.5% of GDP as a benchmark.  When  defining the  adjustment  path for those
Participating  States  that  have  not  yet  reached  the  respective  budgetary
objective  or in  allowing  those that have  already  reached it to  temporarily
depart from it, the Council will take into account structural reforms which have
long-term  cost-saving  effects,  implementation of certain pension reforms, and
whether  higher  adjustment  effort  is  made in  economic  good  times.  If the
Participating  State  repeatedly  fails to comply  with the  Council of the EU's
recommendations,  the  Council may  require  the  Participating  State to make a
non-interest-bearing deposit equal to the sum of:

          o    0.2% of the Participating State's GDP, and
          o    one tenth of the  difference  between  the  budget  deficit  as a
               percentage of GDP in the preceding  year and the reference  value
               of 3% of GDP.

 This deposit may be increased in  following  years if the  Participating  State
fails to comply with the Council's  recommendations,  up to a maximum of 0.5% of
GDP and may be  converted  into a fine if the  excessive  deficit  has not  been
corrected  two years after the  decision to require the  Participating  State to
make the deposit.  In addition to requiring a  non-interest-bearing  deposit, in
the event of repeated  non-compliance with its recommendations,  the Council may
require  the  Participating  State  to  publish  additional  information,  to be
specified by the Council of the EU,  before  issuing  bonds and  securities  and
invite the European Investment Bank to reconsider its lending policy towards the
Participating  State. If the  Participating  State has taken effective action in
compliance with the recommendation,  but unexpected adverse economic events with
major unfavorable  consequences for government finances occur after the adoption
of that recommendation,  the Council may adopt a revised  recommendation,  which
may extend the deadline for correction of the excessive deficit by one year.

ACCOUNTING TREATMENT

     Italy  historically  has used two systems of  accounting:  state sector and
public sector. State sector accounting includes the revenues and expenditures of
the Government and certain  agencies and entities whose budgets must be


                                       62


approved by  Parliament.  Public  sector  accounting  includes  the  Government,
agencies and entities  comprising  the state  sector,  as well as entities  with
budgets not subject to Parliamentary  approval (including  autonomous  agencies,
regional and local  governments and authorities and the national social security
agencies)  to the extent the  Government  receives and  transfers  funds to such
entities.  Parliament may review the use of funds  transferred by the Government
to public sector entities and the financial results of such entities.

     Transactions  between  state-owned joint stock companies and the Government
are only included in state sector  accounting or public sector accounting to the
extent the  Government  is acting in its  capacity as  shareholder,  for example
through  the  receipt of  dividends  or the  contribution  of  capital.  See "--
Government Enterprises." Certain borrowings of these enterprises are guaranteed,
either  by  operation  of  law  or  specific  contractual  arrangement,  by  the
Government. See "Public Debt -- General."

     Although  Italy  will  continue  to use  public  sector  and  State  sector
accounting  for most  internal  budgeting and certain  other  purposes,  it also
utilizes general government  accounting.  General government accounting includes
revenues and expenses  from both  central and local  government  and from social
security funds,  or those  institutions  whose principal  activity is to provide
social benefits.  European Union countries are generally required to use general
government  accounting  for purposes of financial  reporting in accordance  with
European  Union  requirements.  The  criteria of general  government  accounting
established by the European  system of integrated  accounts are being  developed
and phased in gradually.  EUROSTAT is the European Union entity  responsible for
decisions with respect to the application of such general government  accounting
criteria.

     ESA 95  NATIONAL  ACCOUNTS.  In 1999,  ISTAT  introduced  a new  system  of
national accounts in accordance with the new European System of Accounts (ESA95)
as set forth in European  Union  Regulation  2223/1996.  These were  intended to
contribute  to the  harmonization  of the  accounting  framework,  concepts  and
definitions within the European Union. Under ESA95, all European Union countries
apply a uniform methodology and present their results on a common calendar. Both
state sector accounting and public sector  accounting  transactions are recorded
on an accrual  basis.  The general  government  revenues,  expenditure  and debt
figures in this annual report from and including 1999 have been restated and are
in accordance with, and reflect the changes  introduced by the adoption of ESA95
and differ from data included in SEC filings published before January 2001. They
reflect  consolidated  revenues and expenditures for the public sector, which is
the broadest aggregate for which data is available.

MEASURES OF FISCAL BALANCE

     Italy reports its fiscal balance using two principal methods:

     o    NET BORROWING,  or budget deficit, which is consolidated revenues less
          consolidated  expenditures  of the  general  government.  This  is the
          principal  measure of fiscal balance,  and is calculated in accordance
          with European Union  accounting  requirements.  Italy also reports its
          structural net borrowing, which is a measure, calculated in accordance
          with  methods  adopted  by the EU  Commission,  of  the  level  of net
          borrowing after the effects of the business cycle have been taken into
          account.  Structural net borrowing  assumes that the output gap, which
          measures how much the economy is outperforming or underperforming  its
          actual  capacity,  is zero. As there can be no precise  measure of the
          output gap, there can be no precise  measure of the structural  budget
          deficit.  Accordingly,  the structural net borrowing  figures shown in
          this  annual  report  are  necessarily  estimates.  In  2003,  the  EU
          Commission changed the methods to be used to calculate  structural net
          borrowing.  Accordingly,  2002  structural  net borrowing  data is not
          directly comparable with that provided for subsequent years.
     o    PRIMARY  BALANCE,  which is  consolidated  revenues less  consolidated
          expenditures of the general government excluding interest payments and
          other borrowing costs of the general  government.  The primary balance
          is used to  measure  the  effect  of  discretionary  actions  taken to
          control expenditures and increase revenues.


 The table below shows selected  public  finance  indicators for the period from
2000 through 2004.


                                       63




              SELECTED PUBLIC FINANCE INDICATORS 2000 THROUGH 2004
- ------------------------------------------------------------------------------------------------------------
                                                  2000         2001         2002         2003         2004
                                                --------     --------     --------     --------     --------
                                                           (MILLIONS OF EURO, EXCEPT PERCENTAGES)
                                                                                   
 General government expenditure(1)               543,200      595,234      605,983      640,195      654,852
 % of GDP                                           46.6%        48.8%        48.1%        49.2%        48.5%
 General government revenues                     534,400      556,493      571,520      598,440      611,200
 % of GDP                                           45.8%        45.7%        45.3%        46.0%        45.2%
 Net borrowing(1)                                  8,800       38,741       34,463       41,755       43,652
 % of GDP                                            0.8%         3.2%         2.7%         3.2%         3.2%
 Primary balance(1)                               66,533       40,829       38,084       27,520       24,782




                                                  2000         2001         2002         2003         2004
                                               ---------    ---------    ---------    ---------    ---------
                                                           (MILLIONS OF EURO, EXCEPT PERCENTAGES)
                                                                                    
 % of GDP                                            5.7%         3.4%         3.0%         2.1%         1.8%
 Public Debt                                   1,298,670    1,350,948    1,364,880    1,389,575    1,440,855
 % of GDP                                          111.3%       110.9%       108.3%       106.8%       106.6%



(1)     Includes   revenues   from  UMTS   licenses   (deducted   from   capital
        expenditures) for the year 2000 ((euro)13,815  million,  or 1.2% of GDP)
        and revenues from the disposal of state-owned real estate (deducted from
        capital expenditures) for the year 2001 ((euro)1,600 million, or 0.2% of
        GDP), 2002  ((euro)10,800  million,  or 0.9% of GDP), 2003  ((euro)2,700
        million, or 0.2% of GDP) and 2004 ((euro)4,500 million, or 0.4% of GDP).

Source: Annual  Report  of the  Bank of Italy  (May  2005)  for the  year  ended
        December 31, 2004 and Quaderno Stutturale  dell'Economia Italiana, dated
        June 30, 2005.

Large net borrowing requirements and high levels of public debt were features of
the Italian  economy until the early 1990s.  In accordance  with the  Maastricht
Treaty,  the  reduction  of net  borrowing  and  public  debt  became a national
priority for Italy. Net borrowing, however, was higher than the 3% threshold set
by the Maastricht Treaty in 2001, 2003 and 2004 and is forecasted to continue to
exceed this threshold in 2005 and 2006. Public debt decreased from 108.3% of GDP
in 2002 to 106.8% in 2003 and 106.6% in 2004. The decrease in 2004 was primarily
due to income from disposals of a portion of the State's interest in ENEL and of
state-owned   real  estate.   The  decrease  in  2003  was  due  mainly  to  the
privatization  of ETI, the sale of a portion of the State's interest in ENEL and
the  transactions   with  Cassa  Depositi  e  Prestiti   described  below  under
"Government  Enterprises." The decrease in 2002 was primarily due to income from
disposals  of  state-owned  real estate and an  exchange  offer with the Bank of
Italy  described  below under  "Public Debt -- Summary of Internal  Debt." Since
1999 the Government has taken steps to lengthen the average maturity of debt and
reduce the variable rate portion that,  together  with the  introduction  of the
single currency, made Government debt less sensitive to variations in short-term
interest rates and exchange  rates.  While the ratio of public  debt-to-GDP  has
improved substantially, it remains well above the 60% reference rate established
by the Maastricht Treaty.

THE COUNCIL RECOMMENDATION TO ITALY RELATING TO ITS EXCESSIVE GOVERNMENT DEFICIT

     On March 18, 2005, Eurostat, the European Commission statistical authority,
published a press  release  detailing  government  deficit and debt data for the
years 2001 through 2004 (including  partial  estimates for 2004)  transmitted by
the 25 EU Member States to the Commission as part of the March 1 reporting round
under relevant EU regulations. The press release included the following data for
Italy:



                                                                 2001          2002          2003          2004
                                                              ------------  ------------  -----------   -----------
                                                                                             
  Primary balance, as a percentage of GDP                             3.6           3.2          2.4           2.0
  Public debt (in millions of euro)                             1,348,360     1,362,074    1,383,088     1,429,917
  Public debt, as a percentage of GDP                               110.7         108.0        106.3         105.8
  Net borrowing (in millions of euro)                              35,963        32,656       37,792        40,877
  Net borrowing, as a percentage of GDP                               3.0           2.6          2.9           3.0
  GDP (nominal value, in millions of euro)                      1,218,535     1,260,598    1,300,928     1,351,794



Source: Eurostat

Eurostat  noted that all such data  transmitted  by Member  States is subject to
revision,  notably  through a further data  submission due by September 1, 2005.
With respect to Italy, Eurostat noted it was engaged in ongoing discussions with
ISTAT, the Italian statistical authority,  that could lead to an upward revision
in Italy's net  borrowing  statistics,  most  notably  for 2003 and 2004.  These
ongoing  discussions  related to the recording of payments to the  Government

                                       64


by financial institutions that act as tax collectors (CONCESSIONARI  D'IMPOSTA),
the sectoral  classification of  Government-owned  entities,  the treatment of a
government  securitisation  operation, the recording of transactions with the EU
budget,  inconsistencies  between data on cash and accrual bases and statistical
discrepancies in Government accounts.

     On April 28, 2005, the government announced an update to the Annual Program
Report for 2005  (RELAZIONE  PREVISIONALE  E  PROGRAMMATICA  PER IL 2005)  dated
September 29, 2004, providing the following revised public finance indicators:

                                                           2004          2005
                                                          --------      -------
                                                          (RESULT)      (TARGET)
  Primary balance, as a percentage of GDP                     2.0          2.1
  Interest expense, as a percentage of GDP                    5.0          5.0
  Net borrowing, as a percentage of GDP                       3.0          2.9
  Public debt, as a percentage of GDP                       105.8        105.3
  GDP (% real growth rate)                                    1.2          1.2

Source: Ministry of Economy and Finance

     On May 23, 2005,  following the  discussions  with ISTAT  mentioned  above,
Eurostat  announced  upward  revisions to Italy's budget deficit and public debt
data for 2003 and 2004.  Eurostat  noted  that it  continued  to be  engaged  in
discussions with Italian  authorities  relating to the recording of transactions
with the EU budget,  inconsistencies  between data on cash and accrual bases and
statistical  discrepancies in government accounts, which could lead to a further
upward revision in Italy's budget deficit for the period between 2001 and 2004.

     On May 24, 2005, ISTAT released revised budget deficit and public debt data
for the four-year  period ended  December 31, 2004,  accounting  for  Eurostat's
decisions. Italy's budget deficit, as a percentage of GDP, was provisionally set
at 0.8% in 2000,  3.2% in 2001,  2.7% in 2002 and 3.2% in 2003 and 2004.  Public
debt, as a percentage of GDP, was provisionally set at 111.3% in 2000, 110.9% in
2001, 108.3% in 2002, 106.8% in 2003, and 106.6% in 2004.

     On July 12, 2005,  the Council  performed an overall  assessment of Italy's
economic situation pursuant to the Maastricht Treaty. The Council concluded that
Italy's  exceeding of the 3% reference  value for budget deficit as a percentage
of GDP in 2003 and 2004 was not due to  unusual  events  beyond  the  control of
Italian authorities nor due to a severe and unpredictable  economic downturn. In
addition,  the  Council  noted that  Italy's  output gap was  estimated  to have
decreased  from 2.1% of potential GDP in 2001 to a negative  output GAP equal to
1.3% of  potential  GDP in 2004,  concluding  therefore  that the slow  economic
growth in 2003 and 2004 could not be qualified as  exceptional  under the Treaty
and the SGP.  Moreover,  the Council  noted that Italy's  budget  deficit  would
continue to exceed the  reference  value in 2005 and 2006 and a rapid decline in
the budget deficit was not expected given the slow pace at which public debt was
being reduced and due to Italy's  declining  primary surplus.  Accordingly,  the
Council adopted a recommendation requiring that Italy's excessive budget deficit
be brought within the 3% reference value.

     The Council noted that given Italy's high debt-to-GDP ratio, the high level
of structural deficit and Italy's continuing  economic slow down, the adjustment
path  Italy was  called to  undertake  would  require a longer  time than  would
otherwise be imposed under the terms of the Maastricht Treaty in order to ensure
the adjustment did not prove economically  counter-productive.  Accordingly, the
Council granted Italy an extension to 2007 to correct its budget deficit and set
January 12, 2006 as the time limit for the necessary measures to be implemented,
provided  these  resulted in a  cumulative  reduction in the  structural  budget
deficit of at least 1.6% of GDP over 2006 and 2007 relative to its level in 2005
(with at least half of this correction occurring in 2006).

THE 2005 STABILITY AND GROWTH PROGRAM
     In December  2005 Italy  presented  the update to its  stability and growth
program for the period 2005-2009  ("2005  Stability  Program") to the Council of
the EU and the EU  Commission.  The  2005  Stability  Program  is  based  on the
2006-2009 Program Document approved by Parliament in July 2005, the RPP for 2006
presented to Parliament on September 29, 2005 and Annual  Financial Law approved
in September 2005. The following table compares the principal finance indicators
included in the 2004 Stability Program and the 2005 Stability Program:



                                       65




                                COMPARATIVE TABLE
            2004 STABILITY PROGRAM AND 2005 STABILITY PROGRAM TARGETS

                                                      2004          2005         2006          2007          2008
                                                    --------      -------      --------      --------      -------
                                                                                              
  REAL GDP GROWTH RATE
  2004 Stability Program                                1.2          2.1           2.2           2.3          2.3
  2005 Stability Program                                1.2          0.0           1.5           1.5          1.7
  Difference                                            0.0          2.1           0.7           0.8          0.6

  NET BORROWING, AS A % OF GDP
  2004 Stability Program                                2.9          2.7           2.0           1.4          0.9
  2005 Stability Program                                3.2          4.3           3.5           2.8          2.1
  Difference                                            0.3          1.6           1.5           1.4          1.2

  PUBLIC DEBT, AS A % OF GDP
  2004 Stability Program                              106.0        104.1         101.9          99.2         98.0
  2005 Stability Program                              106.5        108.5         108.0         106.1        104.4
  Difference                                            0.5          4.4           6.1           6.9          6.4



Source: 2004 and 2005 Stability Programs

 On March 14, 2006,  the Council of the EU issued an opinion  setting  forth the
following considerations with regard to the achievement of the budgetary targets
set forth in Italy's 2005 Stability Program:

     o    Information  available at the date of the Council's  opinion indicated
          that  the  growth  projections  underpinning  Italy's  2005  Stability
          Program were plausible throughout the period covered by the Program.

     o    The Program's  medium-term  objective for the budgetary position is at
          an appropriate level and reflects the debt ratio and average potential
          output growth in the long term.

     o    Budgetary outcomes could be worse than projected in the 2005 Stability
          Program.  The Council noted that there are  significant  uncertainties
          regarding  the  implementation  of  the  2006  budget,  in  particular
          concerning the magnitude of expenditure  savings. In addition,  beyond
          2006 the Program does not offer information on measures  envisaged and
          may  underestimate  the  magnitude  of  necessary  fiscal  correction.
          Therefore,  correction of the  excessive  deficit by the 2007 deadline
          set  by the  Council  crucially  relies  upon  a  full  and  effective
          implementation   of  the  2006  budget  and  the   specification   and
          implementation of substantial corrective measures for 2007.

     o    The Council expressed concern with the pace of Italy's debt reduction,
          noting  that  the  evolution  of the debt to GDP  ratio  could be less
          favorable  than  projected,  given the risks to the budgetary  targets
          mentioned above and uncertainty about the stock-flow adjustment.  As a
          consequence of this risk assessment,  in the Council's view, a further
          strengthening  of  the  budgetary   position  would  be  necessary  to
          guarantee  a  sufficiently  diminishing  debt  ratio  towards  the 60%
          reference value established by the Maastricht Treaty.

     o    Italy  continues  to be at  medium  risk  with  respect  to  long-term
          sustainability of its public finances.  Italy's past reforms, however,
          have helped to contain future increases in public expenditure and full
          implementation  of these reforms,  notably of the 2004 pension reform,
          will be crucial to obtain expected  results.  The currently high level
          of gross debt and weak budgetary  position  indicate the necessity for
          strong consolidation of public finances over the medium-term to reduce
          risks to public finance sustainability.

     o    The 2005  Stability  Program can be considered  as  consistent  with a
          correction  of the  excessive  deficit by 2007,  subject to a full and
          effective  implementation of the 2006 budget and the specification and
          adoption of further substantial measures for 2007.

     In its opinion the EU Council invited Italy to:
     o    achieve the structural  efforts  envisaged in the Program for 2006 and
          2007 in order to ensure the  correction  of the  excessive  deficit by
          2007 in a credible and sustainable manner;
     o    spell out the broad measures  underlying  the adjustment  path in 2007
          and the outer  years of the  Program  and ensure  that the  adjustment
          towards  the  medium-term  objective  remains  in  line  with  the SGP
          requirements;
     o    ensure  that  the  debt-to-GDP  ratio  is  declining  towards  the 60%
          reference value  established by the Maastricht  Treaty at a more rapid
          pace,  including by paying particular  attention to factors other than
          net borrowing which contribute to the change in debt levels; and


                                       66



     o    improve the budgetary process by increasing its transparency and by an
          effective  implementation  of the past and new  mechanisms to monitor,
          control and report expenditure.

On April 5, 2006 the Ministry of Economy and Finance presented to the Government
and Parliament the Quarterly Cash-Flow Report (Relazione  Trimestrale di Cassa).
Based on that Report, real GDP growth rate, net borrowing as a percentage of GDP
and public debt as a percentage of GDP for the year ended December 31, 2005 were
0.0%, 4.1% and 106.4%, respectively.

THE 2006-2009 PROGRAM DOCUMENT

     In July 2005 the  Government  finalized  and  presented to  Parliament  its
2006-2009 Program Document,  which contemplates as its main objective  achieving
long-term economic growth.

     Italy's budget deficit was in excess of the 3% threshold established by the
Maastricht  Treaty for the years 2001,  2003 and 2004,  notwithstanding  Italy's
recourse to extraordinary one-off measures aimed at containing its net borrowing
increase. Such measures included the sale of UMTS licenses in 2000, disposals of
state-owned  real-estate  assets since 2001 and the tax amnesty  implemented  in
2003.  One-off  measures reduced Italy's budget deficit by 1.5% in 2002, 2.0% in
2003 and 1.5% in 2004. The Government estimated in 2004 that one-off measures in
2005 would represent a significant  portion of the measures  adopted by Italy to
achieve its budgetary target (accounting for 1.0%). However, such measures would
be phased-out entirely in 2006.

     The 2006-2009 Program Document  projected that structural  reforms over the
four-year  period  would  include  improvement  of  Italy's  infrastructure,   a
reduction  in the tax burden and an increase in  incentives  to small and medium
sized  enterprises  aimed at increasing  investment in research and development.
Structural measures would also be aimed at further reducing tax evasion.

     Furthermore,  Italy  plans to  accelerate  the pace at which it is reducing
public debt as a percentage of GDP by containing public expenditure.

     The following table shows Italy's  principal public finance targets for the
years  indicated,  as  well  as  the  gross  domestic  product,   inflation  and
unemployment assumptions underlying the Program Document.



                      2006-2009 PROGRAM DOCUMENT OBJECTIVES
- ------------------------------------------------------------------------------------------------------------------
                                                                   2006         2007          2008          2009
                                                                  -------      --------      --------      -------
                                                                                     (TARGET)
                                                                                                
  GDP (% real growth rate)                                           1.5           1.5           1.7          1.8
  Unemployment rate (%)                                              8.1           8.0           7.8          7.7

  Net borrowing, as a percentage of GDP                              3.8           2.8           2.1          1.5
  Primary balance, as a percentage of GDP                            0.9           1.8           2.5          3.0
  Public debt, as a percentage of GDP                              107.4         105.2         103.6        100.9

  Structural net borrowing, as a percentage of GDP                   3.0           2.1           1.6          1.1
  Structural primary balance, as a percentage of GDP                 1.7           2.5           3.0          3.4
  Structural net borrowing, net of one-off measures,
    as a percentage of GDP                                           3.0           2.1           1.6          1.1
  Structural primary balance, net of one-off measures,
    as a percentage of GDP                                           1.7           2.5           3.0          3.4



Source: 2006 - 2009 Program Document.

The Program Document targets real GDP growth of 1.5% in 2006, down from the 2.2%
growth targeted in the 2005-2008 Program Document. It also targets annual budget
deficit  reductions  with the budget  deficit as a percentage of GDP  decreasing
from 3.8% in 2006 to 1.5% in 2009. The targeted reductions in budget deficits in
the 2006-2009 Program Document are  significantly  less ambitious than those set
forth in the 2005-2008 Program Document. This reflects lower targets for primary
surplus as a percentage of GDP, increasing from 0.9% in 2006 to 3.0% in 2009, in
the 2006-2009 Program Document, compared to targets of 3.3% for 2006 and 4.8% in
2008  in  the  2005-2008  Program  Document.   The  Quarterly  Cash-Flow  Report
(RELAZIONE  TRIMESTRALE DI CASSA)  released on April 5, 2006


                                       67



revised some of the estimates for 2006 included in 2006-2009  Program  Document.
In particular, the 2006 targets for real GDP growth and primary surplus were set
at 1.3% and 0.6% respectively.

     The  objectives  set  forth  in the  Program  Document  and  the  Quarterly
Cash-Flow  Report,  the  latter in  respect  of 2006,  are based on  assumptions
relating  to future  economic  developments,  including  international  economic
trends, and may therefore not be realized. See also "The Italian Economy -- 2005
Developments."


REVENUES AND EXPENDITURES



                  GENERAL GOVERNMENT REVENUES AND EXPENDITURES
- ------------------------------------------------------------------------------------------------------------

                                                2001(1)        2002         2003         2004         2005
                                               ---------    ---------    ---------    ---------    ---------
                                                                        (MILLIONS OF EURO)
                                                                                      
 EXPENDITURES
 CURRENT EXPENDITURES                            548,765      567,051      590,828      612,180      630,241
 OF WHICH
 Total consumption                               227,693      238,456      250,382      262,244      272,669
 OF WHICH





                                                2001(1)        2002         2003         2004         2005
                                               ---------    ---------    ---------    ---------    ---------
                                                                     (MILLIONS OF EURO)
                                                                                    
 Wages and salaries                              131,647      137,621      144,749      149,609      155,533
 Cost of goods and services                       96,046      100,835      105,633      112,635      117,136
 Interest expense                                 78,764       71,519       68,514       65,753       64,549
 Production grants                                15,156       14,450       14,213       14,533       13,201
 Social services                                 202,332      214,078      224,485      234,627      241,692
 Other current expenditures                       24,820       28,548       33,234       35,023       38,130
 CAPITAL EXPENDITURES(2)                          52,077       46,932       57,060       54,496       57,050
 Investments                                      29,630       22,468       32,778       33,276       33,499
 Investment grants                                16,891       18,440       19,463       17,728       18,909
 Other capital expenditures                        5,556        6,024        4,819        3,492        4,642
 TOTAL EXPENDITURES                              600,842      613,983      647,888      666,676      687,291
 as a percentage of GDP                             48.1%        47.4%        48.5%        48.0%        48.5%
 REVENUES
 CURRENT REVENUES                                558,872      571,231      579,562      607,301      623,153
 OF WHICH
 Tax revenues                                    360,950      364,728      365,515      380,798      390,911
 OF WHICH
 Direct taxes                                    183,998      179,554      178,745      185,400      189,052
 Indirect taxes                                  176,952      185,174      186,770      195,398      201,859
 Social security contributions                   153,823      161,275      168,776      176,550      182,416
 Revenues from capital                             8,142        8,249        8,087        7,477        8,118
 Other current revenues                           35,957       36,979       37,184       42,476       41,708
 CAPITAL REVENUES                                  3,469        5,667       22,290       11,723        5,964
 TOTAL REVENUES                                  562,341      576,898      601,852      619,024      629,117
 as a percentage of GDP                             45.0%        44.5%        45.1%        44.6%        44.4%

 CURRENT SURPLUS/(DEFICIT)                        10,107        4,180      (11,266)      (4,879)      (7,088)
 as a percentage of GDP                              0.8%         0.3%        (0.8)%       (0.4)%       (0.5)%
 NET BORROWING                                    38,501       37,085       46,036       47,652       58,174
 as a percentage of GDP                              3.1%         2.9%         3.4%         3.4%         4.1%
 PRIMARY BALANCE                                  40,263       34,434       22,478       18,101        6,375
 as a percentage of GDP                              3.2%         2.7%         1.7%         1.3%         0.4%
 GDP (NOMINAL VALUE)                           1,248,648    1,295,226    1,335,354    1,388,870    1,417,241


(1)  Eurostat  published  in July 2002 a  decision  relating  to the  methods of
     accounting for securitizations. Pursuant to the Eurostat decision, Italy is
     required  to account  for  receipts,  aggregating  approximately  (euro)6.7
     billion, from certain real estate and state lottery proceeds securitization
     transactions,  which took place in 2001, in the three-year period 2002-2004
     and not in 2001. The general government  revenues and expenditures  figures
     presented  in the table above take into account the effects of the Eurostat
     decision.

(2)  Includes  revenues from the disposal of state-owned  real estate  (deducted
     from capital  expenditures)  for the year 2001  ((euro)1.6  million),  2002
     ((euro)10.8  million),  2003 ((euro)2.7 million),  2004 ((euro)4.5 million)
     and 2005 ((euro)2.7 million).

Source:  Annual  Report  of the  Bank of Italy  (May  2006)  for the year  ended
December 31, 2005.

                                       68



General government  expenditures and revenues have increased in each of the last
five  years.  General  government  expenditures  rose by 3.1 per  cent in  2005,
compared  to 2.9  per  cent in  2004.  Higher  expenditure  growth  in 2005  was
principally  due to higher wages and  salaries and costs of goods and  services,
which  collectively  accounted for 19.2 per cent of GDP in 2005 compared to 18.9
per cent in 2004 as well as higher social services expenditures, which accounted
for 17.1 per cent of GDP in 2005 compared to 16.9 per cent in 2004.

EXPENDITURES

     Italy  has a  comprehensive  system of social  services,  including  public
health,  public  education and pension,  disability  and  unemployment  benefits
programs,  most  of  which  are  administered  by  the  Government  or by  local
authorities  receiving  Government funding.  These social services are funded in
part by contributions  from employers and employees and in part from general tax
revenues.

     SOCIAL  SERVICES.  Social  Services  includes  expenditures  for  pensions,
disability and unemployment benefits. The two principal social security agencies
for private sector employees, the ISTITUTO NAZIONALE PREVIDENZA SOCIALE ("INPS")
and the  ISTITUTO  NAZIONALE  ASSICURAZIONI  E INFORTUNI  SUL LAVORO  ("INAIL"),
provide old-age pensions and temporary and permanent disability compensation for
all the  employees  of the private  sector and their  qualified  dependents  and
coverage for accidents in the workplace or permanent disability as a consequence
of employment  for workers of the industrial  and  agricultural  sectors and for
certain  service sector  employees.  The social  security  entity for government
employees,   the   ISTITUTO   NAZIONALE   DI   PREVIDENZA   PER   I   DIPENDENTI
DELL'AMMINISTRAZIONE PUBBLICA ("INPDAP") provides similar services.

     Old-age pensions in Italy, as in much of the developed  world,  continue to
present a significant structural fiscal problem. Controlling pension spending is
a particularly  important  Government  objective given Italy's aging population.
The  following  are the principal  reforms to the Italian  pension  system since
1992:

     o    Beginning in 1992, the Government adopted several measures designed to
          control the growth of pension expenditures.  Among other measures, the
          Government  abolished  the  indexation  of  pensions  to reflect  wage
          increases and froze or delayed early  retirement  pensions for certain
          categories  of workers,  raised the  retirement  age and increased the
          minimum contribution period for early retirement pensions.
     o    In 1995,  Parliament enacted legislation to reform the pension system.
          Under these reforms,  each  individual's  pension is determined on the
          basis  of the  contributions,  adjusted  for GDP  growth,  made to the
          system  by  the  individual  or by his  employer  on  his  behalf.  No
          additional  contributions are made by the Government.  The Government,
          however,   continues  to  provide  welfare  and  disability  pensions.
          Individuals  with lower levels of  contribution  to the public pension
          system are  encouraged to seek  additional  pension  benefits  through
          voluntary contributions to private funds.
     o    In July 2004, Parliament enacted legislation to further reform Italy's
          pension  system.  The  reform,  which will take  effect in 2008,  will
          further raise retirement age and increase minimum contribution periods
          required to qualify for early retirement  pension and old age pension,
          as  shown  in the  table  below.  In  addition,  the  reform  includes
          incentives  to  employees  to delay  retirement  and, as with the 1995
          reforms,  seek additional  pension benefits  through  contributions to
          private funds and will substantially delay severance payments.

KEY 2004 PENSION REFORMS

     Expenditures for social services grew by 4.3% in 2004,  compared to 4.9% in
2003 and 5.8% in 2002. The decline in growth rate in 2004 reflects slower growth
of  pension  expenditures,  decreasing  from  4.5% in  2003  to  4.0%  in  2004,
principally due to the effect of pension reforms that raised the age required to
qualify for old age pension  effective as of 2004.  As a  percentage  of GDP, in
2004 and 2003 social  services  expenditures  remained  stable at 17.3%, up from
17.0% in 2002.

     EXPENDITURES  FOR  PUBLIC  HEALTH AND PUBLIC  EDUCATION.  Expenditures  for
public health and education are accounted for under wages and salaries,  cost of
goods and services and production grants.  Italy has a public health service run
principally by regional governments with funds provided by the Government. Local
health  units  adopt


                                       69


their own budgets,  establish  targets and monitor budget  developments.  Public
health  care  expenditures  rose  rapidly in 2000 and 2001,  by 12.6% and 11.0%,
respectively.  The growth rate for public health care expenditures  increased to
7.1% in 2004 from 2.5% in 2003 due to increasing expenditures for pharmaceutical
products.  Public  health care  expenditures  as a percentage of GDP amounted to
2.7% in 2004 and 2.6% in 2003.

     Italy has a public  education system  consisting of elementary,  middle and
high schools and universities.  Attendance at public elementary, middle and high
schools is generally without charge to students, while tuition payments based on
income  level  are  required  to  attend  public  universities.  Public  schools
generally  follow a  standard  curriculum,  and  nationwide  testing is used for
graduation  purposes.   The  Government  has  introduced  programs  to  increase
vocational and technical training.  In 1997, the Government  implemented a major
reform of the education system, which, among other things,  increased the number
of years of compulsory  education from eight to ten and imposed higher standards
for the end-of-school exam (ESAME DI MATURITA).

     COMPENSATION OF PUBLIC EMPLOYEES.  As a percentage of GDP,  compensation of
public employees decreased to 11.0% in 2004 from 11.1% in 2003.  Compensation of
public employees  increased by 3.0% in 2004 compared to 5.5% in 2003, due to the
renegotiation   and  subsequent   renewal  of  certain   collective   bargaining
agreements,  which led to a 5.7  increase in gross  wages.  The number of public
employees decreased by 1.7% in 2004, after remaining  substantially unchanged in
2003 and 2002,  mainly  due to a  reduction  of public  employees  in the public
education sector.

     INTEREST  PAYMENTS.   Interest  payments  by  the  Government  declined  by
(euro)841  million in 2004,  after declining by (euro)3.3  billion and (euro)7.0
billion in 2003 and 2002,  respectively.  The ratio of interest  payments to GDP
fell from  12.1% in 1993 to 5.1% in 2004,  declining  0.2% from 2003 to 2004 and
0.5% from 2002 to 2003.  Average  interest rates,  which declined  steadily from
1991,  were  stable at 6.0% in 1999 to 2001 and  decreased  from 5.2% in 2002 to
4.7% in 2004 mainly as a result of the  repayment  of bonds with higher  coupons
issued  between 1990 and 1995.  Between May 1999 and October  2000,  the average
gross rate on Treasury  bills rose from 2.6% to 5.1%,  before falling to 1.9% in
June  2003 and  rising  to 2.1% at the end of 2003.  It  remained  substantially
stable at 2.1% throughout 2004. Similarly,  the gross yield on ten-year domestic
bonds rose from 3.9% in January 1999 to 5.7% in September  2000, fell to 3.7% at
June 2003 and rose to 4.4% at the end of 2003. It remained  stable at 4.4% until
June 2004, then fell to 3.8% at the end of the year.

REVENUES

     TAXES.  Italy's tax structure includes taxes imposed at the State and local
levels and provides for both direct  taxation  through income taxes and indirect
taxation  through a value added tax ("VAT") and other  transaction-based  taxes.
Income taxes  consist of an  individual  tax levied at  progressive  rates and a
corporate tax levied at a flat rate. In 2004,  the maximum  individual  tax rate
was 45% and the maximum  corporate  tax rate was 33%.  Under the 2005 Budget Law
the maximum individual tax rate was reduced to 43%.  Corporations also pay local
taxes,  and the  deductibility  of those taxes for income tax  purposes has been
gradually eliminated over the last few years.

     VAT is imposed on the sale of goods and the rendering of services performed
for  consideration in connection with business or professions and on all imports
of goods or services.  Italy has issued  legislation  to harmonize  its VAT with
applicable  European  Union  directives.  The  basic  VAT rate is 20%,  although
certain goods and services  qualify for an exemption from VAT or a reduced rate.
In addition to VAT, indirect taxes include customs duties,  taxes on real estate
and  certain  personal  property,   stamp  taxes  and  excise  taxes  on  energy
consumption, tobacco and alcoholic beverages.

     Italy  has  negotiated  bilateral  treaties  for the  avoidance  of  double
taxation with virtually all industrialized countries.

     Low taxpayer compliance has been a longstanding concern for the Government,
which has adopted  measures to increase  compliance.  Some of these measures are
aimed at identifying tax evasion and include systems of cross-checks between the
tax authorities and social security  agencies,  public utilities and others. One
of the areas of greatest concern to the Government has been  under-reporting  of
income by self-employed persons and small enterprises.  The Government's efforts
to increase tax compliance during the last four years have led to an increase in
the general tax base and to an improvement in compliance.

     In each year 1999 through 2002,  Italy enacted  reforms to reduce the level
of taxation.  With the 2000 Budget Law the Government lowered taxes on purchases
of  a  principal  residence,   on  house  rents  and  on  building  renovations,




                                       70

s

established  further  and  higher  allowances  on  personal  income  tax,  lower
inheritance and estate taxes, and reduced the tax rate on corporate  merging and
demerging  operations  from 27% to 19%. As part of the tax  reforms  implemented
since 2001,  income tax rate for companies  was reduced from 37% to 33%.  Income
tax for  companies was also  partially  reformed and  consequently  renamed IRES
(formerly  IRPEG).  Italy's fiscal burden,  which is the aggregate of direct and
indirect taxes and social  security  contributions  as a percentage of GDP, rose
from  41.9%  in 2002 to  42.6%  in 2003  before  decreasing  to  41.7%  in 2004,
principally due to a reduction in capital gains taxes.

     The following  table sets forth the composition of tax revenues for each of
the five fiscal years ended December 31, 2004.



                         COMPOSITION OF TAX REVENUES(1)

                                                  2001         2002         2003         2004         2005
                                               ---------    ---------    ---------    ---------    ---------
                                                                        (MILLIONS OF EURO)
                                                                                           
 DIRECT TAXES(1)
 Personal income tax                             120,931      120,204      124,238      127,689      132,608
 Corporate income tax                             32,521       29,651       29,022       28,073       33,688
 Investment income tax                            11,363       10,598        8,543        7,914        8,875
 Other(2)                                         12,745        9,860       15,796       18,640        4,401
 Total direct taxes                              177,560      170,313      177,599      182,316      179,572
                                               ---------    ---------    ---------    ---------    ---------
 INDIRECT TAXES(1)
 VAT                                              91,515       93,881       96,177      100,051      105,536
 Other transaction-based taxes                    14,518       16,499       15,789       18,176       17,953
 Production taxes                                 24,586       24,667       26,087       24,906       26,353
 Tax on State monopolies                           7,305        7,685        7,770        8,502        8,511
 National Lottery                                  7,722        8,858        6,839       14,658       12,343
 Others                                            1,988        2,003        5,144        3,167        2,104
 Total indirect taxes                            147,634      153,593      157,806      169,460      172,800
                                               ---------    ---------    ---------    ---------    ---------
 TOTAL TAXES                                     325,194      323,906      335,405      351,776      352,372
                                               =========    =========    =========    =========    =========


(1)  The data  presented  in this  table  does  not  correspond  to the  general
     Government  direct  and  indirect  tax  revenue  figures  contained  in the
     preceding table entitled "General  Government  Revenues and Expenditures ",
     primarily because this table is prepared on the basis of State sector (cash
     basis)  accounting  criteria  while the  "General  Government  Revenues and
     Expenditures"  table is prepared  on an accrual  basis in  accordance  with
     ESA95.  Generally,  State sector accounting does not include indirect taxes
     levied by, and  certain  amounts  allocable  to,  regional  and other local
     governments and entities. However, because this table is prepared on a cash
     basis,  it reflects tax receipts of entities  that are excluded  from State
     sector accounting (such as local government entities) that are collected on
     their  behalf by the State (and  subsequently  transferred  by the State to
     those entities).

(2)  The taxes classified as "other" are non-recurring  and,  accordingly,  this
     item is highly variable.

Source:  Annual  Report  of the  Bank of Italy  (May  2006)  for the year  ended
December 31, 2005

In 2005,  direct  taxes  receipts  decreased  by 2.7 per cent  from  (euro)182.3
billion  in 2004 to  (euro)179.6  billion  in  2005,  principally  due to  lower
receipts from non-recurring tax receipts, offset in part by higher receipts from
personal income and corporate  income taxes.  Indirect taxes include VAT, excise
duties,  stamp  duties and other  taxes  levied on  expenditures.  Indirect  tax
receipts increased  approximately 3.4 per cent from (euro)169.4  billion in 2004
to (euro)172.8 billion in 2005, mainly due to increases in VAT receipts,  offset
in part by a decrease in receipts from the national lottery.

     IRAP  DISPUTE.  In  November  2003,  the  Regional  Tax  Court  of  Cremona
(COMMISSIONE  TRIBUTARIA  PROVINCIALE DI CREMONA) instituted a proceeding before
the European  Court of Justice (ECJ),  referred to as the IRAP case,  requesting
that the ECJ issue a preliminary ruling in the case of BANCA POPOLARE DI CREMONA
SOC.  COOP.A.R.L.  V.  AGENZIA  ENTRATE  UFFICIO DI CREMONA on the  question  of
whether  Italy's  regional tax on production  (IMPOSTA  REGIONALE SULLE ATTIVITA
PRODUTTIVE  or IRAP) is  incompatible  with the  EU's  prohibition  of  national
turnover  taxes other than VAT. IRAP was  introduced in 1998 in connection  with
Italy's  regional  devolution  program.  IRAP receipts are reflected in indirect
taxes in the "General Government and Revenues" table set forth above and totaled
(euro)31.3 billion,  (euro)32.8 billion and (euro)32.3 billion in 2002, 2003 and
2004,  respectively.  They are collected by the Italian  government on behalf of
Italy's  regions and they  represent one of the principal  sources of funding of
regional


                                       71


expenditures.  In March 2005, the EU advocate general opined before the ECJ that
IRAP possessed the essential features of VAT and therefore should be ruled to be
incompatible  with VAT.  Italy's position is that IRAP does not violate the EU's
prohibition  on  national  turnover  taxes  other than VAT.  The ECJ has not yet
delivered its preliminary ruling on the IRAP case. If the ECJ ruled that IRAP is
incompatible with EU law, the Italian Government  estimates that the retroactive
entitlement  to  reimbursement   would  be  in  excess  of  (euro)120   billion.
Accordingly,  in order to avoid  material  adverse  effects on Italy's  regional
finances,  the EU Advocate  General  requested that the ECJ limit the effects of
its ruling from a temporal standpoint by reference to a fixed date. A hearing on
this matter was held in December 2005.

GOVERNMENT ENTERPRISES

     The following chart summarizes,  certain key data for each of the principal
state-owned  enterprises  for the periods  indicated.  The Government  currently
continues to participate  in the election of the respective  boards of directors
but does not directly participate in the management of these companies.



                                            PRINCIPAL GOVERNMENT ENTERPRISES
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                     TOTAL        TOTAL
                                                                                     ASSETS    LIABILITIES
                                                                   PERCENT OF      ----------  -----------     NET PROFIT (LOSS)
                                                                    GOVERNMENT         AT DECEMBER 31,         AS OF DECEMBER 31,
                                                                   OWNERSHIP AS    ----------------------- -------------------------
                                                                  OF FEBRUARY 2,
COMPANY                                 INDUSTRY SECTOR               2006(1)         2004        2004      2002     2003     2004
- ----------------------------------------------------------------- -------------- ----------- ----------- -------- -------- ---------
                                                                                                    (MILLIONS OF EURO)
                                                                                                        
 Alitalia Linee Aeree Italiane S.p.A.  Airline                         49.9%          4,476       4,024        93    (520)    (812)
 Cassa Depositi e Prestiti             Banking/Financial Services      70.0%        107,533     103,152        72    N.A.      286
 ENEL S.p.A.                           Electricity/Utility             32.2%(2)      69,385      48,407     2,008   2,509    2,700
 ENI S.p.A.                            Energy                          30.3%(2)      72,524      36,829     4,593   5,585    7,274
 Ferrovie dello Stato S.p.A.           Railroads                      100.0%         91,818      55,820        77      31     (125)
 Poste Italiane S.p.A.                 Post                           100.0%(2)      47,886      46,339      N.A.    N.A.      215
 Finmeccanica S.p.A.                   Aerospace/Defense               32.4%         28,622      24,898       203     199      526
 RAI Holding S.p.A.                    Broadcasting                    99.6%          2,341       1,581       (17)     82       82
 GRTN S.p.A.                           Energy transmission            100.0%          3,388       3,293        11      12       15


(1)  The percentages refer to the holding company (S.p.A.),  while the financial
     data refers to the entire group on a consolidated basis.

(2)  Including  the  share  indirectly  owned by the  Government  through  Cassa
     Depositi e Prestiti S.p.A. In December 2003 the Treasury transferred shares
     representing  10.35% of ENEL, 10% of ENI and 35% of Poste Italiane to Cassa
     Depositi  e  Prestiti  ("CDP"),  a  wholly  owned  entity  with  historical
     responsibility  for promoting local development and managing postal savings
     instruments,  in  exchange  for  the  transfer  by CDP to the  Treasury  of
     approximately  (euro)11  billion.  These transfers were part of a series of
     transactions  that  included  the  conversion  of CDP  into a  joint  stock
     company,  the  further  assumption  by the  Treasury  of a portion of CDP's
     assets and  liabilities,  and the subsequent  sale by the Treasury of a 30%
     minority stake in CDP to 65 Italian  banking  foundations  for an aggregate
     consideration of (euro)1.1 billion.

Source: Ministry of Economy and Finance
\
     Finmeccanica  is Italy's second largest  manufacturer  in the aerospace and
defense sector.  Due to  Finmeccanica's  involvement in the defense sector,  the
Government  has  maintained a  significant  interest in the share capital of the
company  through the Ministry of Economy and Finance  (approximately  32%),  has
retained  a  golden  share,  and  has  limited  the  maximum  ownership  of  any
shareholder to 3%.

PRIVATIZATION PROGRAM

     PRIVATIZATIONS  MANAGED BY THE ITALIAN  TREASURY.  Since 1994, the Treasury
has carried out a number of privatizations in the financial institutions sector,
the  telecommunications   sector,   integrated  oil  companies  and  electricity
utilities.  Based on Treasury  data,  from  February  1994 to December  2004 the
Government raised


                                       72


approximately  (euro)136  billion  (including  revenues  from  the IRI  disposal
program),   making  the  Italian   privatization  program  one  of  the  largest
privatization programs in Europe.

     The Italian Treasury  currently holds majority or controlling  interests in
27 public companies.  Italy recorded lower receipts from  privatizations in 2005
than targeted in its 2005-2008  Program  Document.  However,  Italy continues to
rely on proceeds  from  privatizations,  state-owned  real estate  disposals and
securitizations  to reduce  public debt as a  percentage  of GDP and achieve the
targets set out in its 2006-2009 Program Document.

     The table below illustrates the principal Italian privatizations since 1994
managed by the Treasury  since 1994 that  generated  proceeds of over  (euro)100
million.



                                  PRINCIPAL PRIVATIZATIONS MANAGED DIRECTLY BY THE ITALIAN TREASURY
                                                    (FROM 1994 TO DECEMBER 2004)
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                     GROSS PROCEEDS    PERCENTAGE OF
                                 INDUSTRY                                                              IN MILLIONS        CAPITAL
COMPANY NAME                      SECTOR        OFFER DATE         OFFERING TYPE                         OF EURO        DISPOSED OF
- ----------------------------------------------------------------------- ------------------------------------------------------------
                                                                                                          
 IMI                             Banking          Feb 1994        Public Offering                           927           27.90(1)
 INA                             Insurance       June 1994        Public Offering                         2,343           47.45(1)
 IMI                             Banking         July 1995        Private Placement                         472           14.48
 INA                             Insurance        Oct 1995        Private Placement                         871           18.37
 ENI                             Oil              Nov 1995        Public Offering                         3,254           15.05(1)
 INA                             Insurance       June 1996        Exchangeable                            1,684           31.08
 IMI                             Banking         July 1996        Marketed block trade                      259            6.94
 ENI                             Oil              Nov 1996        Public Offer                            4,586           16.19(1)
 Istituto San Paolo di Torino    Banking         June 1997        Public Offer                              148            3.36
 ENI                             Oil             July 1997        Public Offering                         6,833           18.21(1)
 Telecom Italia                  Telecom          Nov 1997        Public Offer/Private                   11,818           29.18
 Seat                            Publishing       Nov 1997        Competitive bidding                       854           44.74
 ENI                             Oil             July 1998        Public Offer                            6,712           15.20(1)
 BNL                             Banking       Sept/Dec 1998      Public Offer/Private Placement          3,464           68.25
 ENEL                            Utility          Nov 1999        Public Offer                           16,550           32.42
 Mediocredito Centrale           Banking          Dec 1999        Trade sale                              2,037          100.00
 Banco di Napoli                 Banking          Nov 2000        Government tender in Public Offer         494           16.16
 ENI                             Oil              Feb 2001        Competitive Bidding                     2,721            5.00
 Telecom Italia                  Telecom          Dec 2002        Private placement Trade Sale            1,434            2.67
 ENEL                            Electricity      Nov 2003        Private Placement                       2,173            6.60
 ENEL                            Electricity      Oct 2004        Public Offer                            7,636           18.86



(1)  Inclusive of bonus shares which were allocated to Italian retail  investors
     who retained the shares sold for a specified period.

Source: Ministry of Economy and Finance


                                       73



     The legislation governing privatizations  contemplates a variety of methods
of sale,  including  public offerings  (including  employee  offerings),  public
auctions,  private  placements  and trade sales and also allows the  creation of
stable core shareholder  groups. In addition,  this legislation grants the State
certain special powers in connection with any transfer of a controlling interest
in certain state-owned companies operating in public service sectors.

     Under  Italian law, and in order to achieve the public  finance  objectives
established  with the Maastricht  Treaty,  all proceeds of the  privatization of
entities directly owned by the Treasury are deposited into a fund established in
1993 (FONDO PER L'AMMORTAMENTO DEI TITOLI DI STATO),  prior to their use for the
purchase or repayment of outstanding Treasury securities.

     The original purpose of the  privatization  program was to reduce the level
of direct Government ownership;  thereby lowering the level of State subsidy and
improving  industrial  efficiency.  The privatization  program has resulted in a
major structural change in the Italian industrial and financial markets,  with a
significant  decrease in direct  Government  involvement  in the  management  of
industrial and financial companies.

     The success of the privatization program is largely attributable to capital
market reforms, to the implementation of a clear regulatory framework and to the
increased interest by Italian retail investors in the equity market. The Italian
Stock Exchange was privatized in 1997 and  initiatives  have been  introduced to
protect minority  shareholders,  promote  transparent  corporate  governance and
eliminate barriers to changes in corporate control.  Increased  participation by
retail investors in domestic  capital markets has been a leading  contributor to
the  success of Italy's  privatization  program.  Prior to the  commencement  of
Italy's  privatization  program  in  1993,  Italy's  domestic  retail  investors
historically  had  demonstrated a strong  preference for investing in Government
bonds and other  fixed  income  securities  rather than  equities.  As Italy has
historically  benefited from one of the highest domestic saving rates in Western
Europe,  the  success  of  Italy's   privatization   program  has  been  largely
attributable to the Government's ability to attract domestic savings and promote
the growth of equity investment. The Government has attained this goal through a
combination of innovative offer structures, attractive retail incentive packages
and widespread marketing campaigns.  Between 1991 and 2004, the ratio of overall
market  capitalization of Italian Stock Exchange listed companies to nominal GDP
increased from 12% to 43%, having reached a peak of 70% in 2000. At December 31,
2004 total market  capitalization was (euro)569  billion,  up from (euro)487 and
(euro)458 billion as of December 31, 2003 and 2002, respectively.

     PRIVATIZATIONS  MANAGED BY IRI.  IRI has played a major role in the Italian
privatization  program.  Proceeds from the  privatization  activities of the IRI
group were  (euro)56.6  billion for the period from July 1992 to December  2001.
During the three years ended  December  31,  2002,  IRI paid to the  Ministry of
Economy and Finance,  its shareholder,  dividends totaling (euro)6.2 billion. On
June 27, 2000 IRI was put into  liquidation  proceedings  having  completed  its
mandate.  In connection with its  liquidation  IRI made advance  payments to the
Ministry of Economy  and  Finance  amounting  to  (euro)8.0  billion in 2000 and
(euro)3.0 billion in 2001. On November 30, 2002, IRI merged into Fintecna S.p.A.



                                 MAJOR PRIVATIZATIONS MANAGED DIRECTLY BY IRI IN THE PERIOD 1999-2001
- ----------------------------------------------------------------------------------------------------------------------
                                                                                              GROSS
                                                                                            REVENUE IN     PERCENTAGE
                                                                                            MILLIONS OF    OF CAPITAL
COMPANY NAME           INDUSTRY SECTOR       OFFER DATE            OFFER TYPE                  EURO       DISPOSED OF
- ---------------------- --------------------- --------------------- ---------------------- -------------- -------------
                                                                                              
Autostrade             Infrastructure        Oct 1999              Private Placement          2,536          30.0
                       Infrastructure        Dec 1999              Secondary Public Offer     4,185          52.0

Aeroporti di Roma      Infrastructure        Nov 1999/June 2000    Private Placements         1,379          54.2

Finmeccanica           Aerosp./Defense       June 2000             Secondary Public Offer     5,505          43.8

Cofiri                 Financial services    Feb 2001              Private Placement            508         100.0


Source: Treasury's evaluations based on IRI data


                                       74



GOVERNMENT REAL ESTATE DISPOSAL PROGRAM

     The  Government  plans to dispose of its real  estate  assets to reduce the
costs associated with owning those assets and to further reduce State debt.

     In September  2001, the Government  approved new  legislation to accelerate
its real estate disposal program in light of the disappointing  results attained
in 2000 and early 2001. The program has been extended to all of the State's real
estate assets,  including real estate assets owned by social security  entities,
and includes a securitization  program.  The Government completed its first real
estate  securitization  transaction  in  December  2001.  The  proceeds  of this
securitization  transaction  totaled (euro)2.1  billion,  which were paid to the
Government in December 2001 and, pursuant to Eurostat methodology, accounted for
in the three-year  period  2002-2004.  The Government  completed its second real
estate  securitization   transaction  in  December  2002,  raising  proceeds  of
(euro)6.6 billion. In December 2004 and December 2005 the Government disposed of
additional real estate assets through sales to two real estate investment funds,
raising  proceeds of (euro)3.3  billion and (euro)600  million in 2004 and 2005,
respectively.






                                       75



                                   PUBLIC DEBT

GENERAL

     The Annual  Financial Law and the Budget Law  authorize  the  incurrence of
debt by the Government.  See "Public Finance -- The Budget  Process." The Annual
Financial Law sets a gross limit on issuances of Treasury  securities other than
BUONI ORDINARI DEL TESORO or BOTs,  which are  zero-coupon  notes with a three-,
six-, or twelve-month maturity. The Budget Law sets a net limit on all issuances
of Treasury  securities,  excluding issuances to refinance  outstanding Treasury
securities.  In addition to Treasury  securities and borrowings,  Italy's public
debt includes debt incurred by public  social  security  agencies,  regional and
local governments and other authorities.

     The Treasury administers the public debt and the financial assets of Italy.
The Bank of Italy  provides  technical  assistance to the Treasury in connection
with  auctions  for  domestic  bonds  and  acts as  paying  agent  for  Treasury
securities.

     While Italy's debt-to-GDP ratio has decreased from 124.3% of GDP in 1994 to
106.5% of GDP in 2004, it remained  substantially higher than the 60% Maastricht
reference value at the end of 2004.

     The following  table  summarizes  Italy's  public debt as at December 31 in
each of the years 2000 through  2004,  including  debt  represented  by Treasury
securities and liabilities to holders of postal savings.



                                   PUBLIC DEBT
- -------------------------------------------------------------------------------------------------------------------------
                                                  2000            2001            2002            2003            2004
                                               ----------      ----------      ----------      ----------      ----------
                                                                       (MILLIONS OF EURO)
                                                                                                 
 Debt incurred by the Treasury:
 Short term bonds (BOT)(1)                        102,093         113,810         113,740         119,645         118,750
 Medium and long term bonds (initially
   incurred or issued in Italy)                   937,248         948,244         946,535         952,084         979,506
 External bonds (initially incurred or
   issued outside Italy)(2)                        69,471          79,795          81,201          84,147          85,262
 Total Treasury Issues                          1,108,812       1,141,849       1,141,476       1,155,876       1,183,518
 Postal savings(3)                                117,895         138,207         151,939         101,067         117,734
 Debt incurred by:
 FS bonds and other debt(4)                        11,012           6,932           4,889           3,408           1,753
 ANAS bonds and other debt(5)                       2,141             900             384             218              52
 Other State sector entities(6) (7)                13,115           9,960           9,503          40,105          37,817
 Other general government entities(7)              45,695          53,512          56,816          88,549          98,881
 TOTAL PUBLIC DEBT                              1,298,670       1,351,360       1,365,007       1,389,223       1,439,755
 AS A PERCENTAGE OF GDP                             111.3%          110.9%          108.3%          106.8%          106.5%
 Treasury accounts(8)                             (19,331)        (21,487)        (21,185)        (13,048)        (15,709)
 Total public debt net of Treasury accounts     1,279,339       1,329,873       1,343,822       1,376,175       1,424,046



(1)  BOTs (BUONI ORDINARI DEL TESORO) are short-term,  zero-coupon  notes with a
     maturity of three, six or twelve months.
(2)  Italy often enters into currency swap  agreements in the ordinary course of
     the  management of its debt. The total amount of external bonds shown above
     takes into account the effect of these arrangements.
(3)  Postal savings are demand, short- and medium-term deposit accounts, as well
     as long-term  certificates that may be withdrawn by the account owner prior
     to maturity with nominal  penalties.  As of the date of conversion of Cassa
     Depositi  e  Prestiti  ("CDP")  into a joint  stock  company  in 2003,  the
     Ministry of Economy and Finance assumed certain postal savings  liabilities
     as described in greater detail below.
(4)  Includes FS bonds,  which are  securities  issued by  FERROVIE  DELLO STATO
     S.P.A.,  or FS, the State railway  entity and other debt incurred by FS and
     assumed by the Treasury by law in 1996.
(5)  Includes ANAS (AZIENDA NAZIONALE PER LE STRADE) bonds, which are securities
     issued by ANAS, the State Road Board and other debt incurred by ANAS.
(6)  Includes loans and securities  issued by the Institute of Credit for Public
     Works (CREDIOP) and certain other entities.  All  indebtedness  included in
     this line item is net of Treasury  securities  owned by such entities.  The
     indebtedness  of  INFRASTRUTTURE   S.P.A.,   relying  on  the  TAV  project
     (high-speed railroad infrastructure), is included since 2004.
(7)  The increase in debt of "other State sector  entities"  and "other  general
     government  entities" in 2003 was largely due to the conversion of CDP into
     a joint stock company in 2003, as described in greater detail below.
(8)  The line item  "Treasury  accounts"  includes all the funds of the Treasury
     deposited with the Bank of Italy,  including the sinking fund,  supplied by
     privatizations. See "Monetary System -- Monetary Policy."

Source: Ministry of Economy and Finance


                                       76



     On December 5, 2003,  the  Ministry of Economy and Finance  issued a Decree
pursuant to which CASSA DEPOSITI E PRESTITI ("CDP"),  an  administrative  entity
with historical  responsibility  for promoting local  development,  including by
lending to local government  entities,  and managing postal savings instruments,
was converted into a joint stock company,  wholly owned by the Italian Treasury.
Subsequently,  in  December  2003,  the  Treasury  sold a 30% stake in CDP to 65
Italian banking foundations.

     From  December  12,  2003,  the date of its  conversion  into a joint stock
company,  CDP is no longer  considered  part of the general  government  and its
liabilities  are no longer  accounted for as public debt. In connection with the
conversion of CDP into a joint stock company:

     o    the Ministry of Economy and Finance assumed (euro)101 billion of CDP's
          postal  bonds  and  accounts,  shown in the  table  above  as  "Postal
          Savings."  Prior to December  2003,  Italy  accounted for CDP's entire
          postal savings liabilities under "Postal Savings";
     o    the remaining  approximately  (euro)73 billion of CDP's obligations in
          respect of postal  savings  ceased to be accounted for as a portion of
          public debt; and
     o    loans totaling  (euro)28  billion,  granted by CDP to local government
          entities,  which  previously had not been accounted for as public debt
          as they were loans made from one general government entity to another,
          were thenceforth  included in public debt of local government entities
          (shown in the table above under "other general  government  entities")
          or in the debt of central  government,  when it was fully committed to
          the refunding ("other State sector entities" in the table above).  The
          increase in debt of "other State sector  entities" and "other  general
          government  entities," shown in the table above, is largely the result
          of this recharacterization.

 Debt management continues to be geared towards lengthening the average maturity
of public debt, which steadily increased from 5.73 years at December 31, 2000 to
6.43 years at December 31, 2004.  The average  maturity of public debt decreased
to 5.56 years at December 31, 2002 due  principally  to a bond exchange with the
Bank of Italy on December 31, 2002.  The Ministry of Economy and Finance  issued
to the Bank of Italy (euro)15.4 billion of BTPs with interest rates ranging from
5.0% to 6.5% and  maturing  between  2012 and 2031 in  exchange  for  (euro)39.4
billion of outstanding 1.0% BTPs maturing between 2014 and 2044 issued in 1993.

     The  Government's  objectives with respect to the management of public debt
are to  minimize  the cost of  borrowing  in the  medium-term  and to reduce the
volatility  of interest  payments.  In  accordance  with these  objectives,  the
Treasury  has,  in  the  past,  gradually  increased  the  proportion  of  total
Government  bonds in  circulation  represented by fixed-rate  securities,  while
reducing the proportion  represented by floating rate and short-term securities,
from approximately two-thirds to less than one third.

     The  following  table  shows  the  total of debt  securities  issued by the
Treasury and outstanding as of the dates indicated. Total Treasury issues differ
from  Italy's  total  public  debt as the former do not include  liabilities  to
holders of postal savings accounts, debt incurred by FERROVIE DELLO STATO S.P.A.
and ANAS  (AZIENDA  NAZIONALE  PER LE STRADE)  and debt  incurred by other state
sector entities and other general government entities.

                                  DECEMBER 31,      MARCH 31,       JUNE 30,
                                      2005            2006            2006
                                  ------------    ------------    ------------
                                               (MILLIONS OF EURO)
 Short term bonds (BOT)                117,806         136,250         142,803
 Medium and long term bonds
   (initially issued in Italy)       1,006,589       1,021,144       1,050,189
 External bonds (initially
   issued outside Italy)(1)             87,798          87,113          85,629
                                  ------------    ------------    ------------
 Total Treasury issues               1,212,193       1,244,507       1,278,620
                                  ============    ============    ============


(1)  Italy often enters into currency swap  agreements in the ordinary course of
     the  management of its debt. The total amount of external bonds shown above
     takes into account the effect of these  arrangements.  The total amounts of
     external bonds shown above include  outstanding debt under Italy's (euro)10
     billion Commercial Paper program,  with maturity of less than one year. All
     amounts of debt  outstanding  under  Italy's  Commercial  Paper Program are
     repaid in full every year by year-end.

     The amount of external bonds shown above is not directly  comparable to the
     total amount of external bonds

                                       77



     indicated in the table "External Bonds of the Treasury as of June 30, 2006"
     below,  which does not take into  account (i) the effect of currency  swaps
     and (ii) the amount of debt  outstanding  under  Italy's  Commercial  Paper
     Program.

Source: Ministry of Economy and Finance

     In addition to its direct  indebtedness,  the  Government  also  guarantees
certain third-party  indebtedness,  such guarantees arising by operation of law.
Under  Italian  commercial  law, a sole  shareholder  guarantees  the  company's
indebtedness  incurred  while such joint stock company is  wholly-owned  by such
shareholder.  Such  guarantee is limited to cases of insolvency of a joint stock
company.  Therefore,  indebtedness of joint stock companies  incurred during the
period  that  such  companies  are or were  wholly-owned  by the  Government  is
guaranteed by the Government by operation of law. In 1993,  Parliament  extended
this  provision  to all  preexisting  indebtedness  of State  holding  companies
converted to joint stock companies.

SUMMARY OF INTERNAL DEBT

     Internal debt is debt initially incurred or issued in Italy,  regardless of
the currency of denomination.  Italy's total internal public debt as at December
31, 2004 was (euro)1,347,206  million, an increase of (euro)59,074  million from
December 31, 2003.

The following  table  summarizes  the internal  public debt as at December 31 in
each of the years 2000 through 2004.



                              INTERNAL PUBLIC DEBT
- -------------------------------------------------------------------------------------------------------------------
                                                    2000         2001          2002          2003         2004
                                                 -----------  ------------  -----------   -----------  ------------
                                                                        (MILLIONS OF EURO)
                                                                                          
  Debt incurred by the Treasury:
  Short Term Bonds (BOT)(1)                         102,093       113,810      113,740       119,645       118,750
  Medium and Long Term Bonds
  CTZ(2)                                             62,416        48,577       59,193        52,636        45,603
  CCT(3)                                            239,740       228,214      215,470       197,540       197,435
  of which:
  Floating rate                                     238,240       228,214      215,470       197,540       197,435
  CTE(4)                                              1,500           --            --            --            --
  BTP(5)                                            635,092       671,453      671,872       691,705       707,890
  BTP(euro)i(6)                                                                               10,203        28,578
  Total                                           1,039,341     1,062,054    1,060,275     1,071,729     1,098,256

  Postal bonds(7)                                    69,255        73,387       77,250        57,522        53,094
  Postal accounts(7)                                 48,640        64,820       74,689        43,545        64,640
  FS bonds and loans(8)                               5,578         2,065        1,032         1,032             0
  ANAS bonds and loans (9)                            1,622           384          384           218            52
  Other State sector entities(10)                    11,282         8,507        7,352        11,204        37,141
  Other general government entities(11)              39,647        46,430       47,991        74,795        94,023
  Total internal public debt                      1,215,365     1,257,647    1,270,106     1,288,132     1,347,206

  Treasury accounts(12)                             (19,331)      (21,487)     (21,185)      (13,048)      (15,709)

  Total internal  public debt net of
    Treasury account                              1,196,034     1,236,160    1,248,921     1,275,084     1,331,497



(1)  BOTs (BUONI ORDINARI DEL TESORO) are short-term,  zero-coupon  notes with a
     maturity of three, six or 12 months.
(2)  CTZs  (CERTIFICATI  DEL  TESORO  ZERO-COUPON),   introduced  in  1995,  are
     zero-coupon notes with maturities of eighteen or twenty-four months.
(3)  CCTs (CERTIFICATI DI CREDITO DEL TESORO) are medium- and long-term notes at
     a variable interest rate with a semiannual coupon.
(4)  CTEs (CERTIFICATI DEL TESORO DENOMINATED IN ECU) were CCTs issued in ECU.



                                       78



(5)  BTPs (BUONI DEL TESORO POLIENNALI) are medium- and long-term notes that pay
     a fixed rate of interest, with a semiannual coupon.
(6)  BTP  (INFLATION-LINKED  BTPS)  are  medium-  and  long-term  notes  with  a
     semiannual coupon. Both the principal amount under the notes and the coupon
     are indexed to the euro-zone harmonized index of consumer prices, excluding
     tobacco.
(7)  "Postal  Bonds" are  long-term  certificates  that may be  withdrawn by the
     account  owner  prior to  maturity  with  nominal  penalties,  and  "Postal
     Accounts," are demand,  short- and medium-term deposit accounts held by the
     private sector and by the Treasury on behalf of public  companies,  such as
     INFRASTRUTTURE  S.P.A.,  FINTECNA S.P.A. and companies formed in connection
     with  securitization  transactions  carried out by the Treasury.  As of the
     date of conversion of CDP into a joint stock company in 2003,  the Ministry
     of Economy  and Finance  assumed  certain  postal  savings  liabilities  as
     described in greater  detail above under "Debt -- General."
(8)  Includes FS bonds and other debt incurred by FS and assumed by the Treasury
     by law in 1996.
(9)  Includes  ANAS  bonds and other  debt  incurred  by ANAS.
(10) Includes loans and securities  issued by the Institute of Credit for Public
     Works (CREDIOP) and certain other entities.  All  indebtedness  included in
     this line item is net of Treasury securities owned by such entities.
(11) All  indebtedness  included in this line has been treated as funded debt in
     this  "Public  Debt"  section.  A small  portion,  however,  may have had a
     maturity  at  issuance  of less than one year or may have been  incurred or
     issued abroad. The increase in debt of "other general government  entities"
     in 2003 was largely due to the conversion of CDP into a joint stock company
     in 2003, as described in greater detail above under "Debt -- General."
(12) The line item  "Treasury  accounts"  includes all the funds of the Treasury
     deposited with the Bank of Italy,  including the sinking fund,  supplied by
     privatizations.  See "Monetary System -- Monetary Policy." Source: Ministry
     of Economy and Finance

     The following table divides the internal public debt into floating debt and
funded debt as at December 31 in each of the years 2000 through  2004.  Floating
debt is debt that has a maturity at issuance of less than one year.  Funded debt
is debt that has a maturity at issuance of one year or more.



                                                    2000          2001         2002          2003          2004
                                                 -----------   -----------  ------------  -----------   -----------
                                                                        (MILLIONS OF EURO)
                                                                                          
  Floating internal debt(1)                          78,604       108,131       119,680       92,189       111,390
  Funded internal debt                            1,136,761     1,149,516     1,150,426    1,195,943     1,235,816
  Total internal public debt                      1,215,365     1,257,647     1,270,106    1,288,132     1,347,206



(1)  Includes  BOTs with a  maturity  at  issuance  of three and six  months and
     postal accounts.

Source: Ministry of Economy and Finance

Italy reduced the ratio of short-term  bonds to total debt issued from 23.22% in
1994 to 9.16% in 2000.  This ratio has remained stable at  approximately  10% in
the four years to December  31, 2004.  Italy  reduced the ratio of CCTs to total
debt issued  from  21.38% in 2000 to 16.67% in 2004.  The ratio of BTPs to total
debt issued increased from 56.99% in 2000 to 59.78% in 2004.

SUMMARY OF EXTERNAL DEBT

     External  debt  is  debt  initially   incurred  or  issued  outside  Italy,
regardless of the currency of  denomination.  Total  external  public debt as at
December 31, 2004 was (euro)92,549  million,  a decrease of (euro)8,542  million
from December 31, 2003.

          The following table summarizes the external public debt as at December
31 in each of the years 2000 through 2004.


                                       79





                              EXTERNAL PUBLIC DEBT

                                                   2000         2001         2002         2003         2004
                                                 -------      -------      -------      -------      -------
                                                                         (MILLIONS OF EURO)
                                                                                       
 External Treasury Bonds(1)                       69,471       79,795       81,201       84,147       85,262
 FS bonds and loans(2)                             5,434        4,867        3,857        2,376        1,753
 ANAS bonds                                          519          516           --           --           --
 Other State sector entities                       1,833        1,453        1,018          814          676
 Other general government entities                 6,048        7,082        8,825       13,754        4,858
 Total external public debt                       83,305       93,713       94,901      101,091       92,549



(1)  Italy often enters into currency swap  agreements in the ordinary course of
     the  management of its debt. The total amount of external bonds shown above
     takes into  account the effect of these  arrangements.  All amounts of debt
     outstanding  under Italy's $10 billion  Commercial Paper program are repaid
     in full every year by year-end.

(2)  Includes FS bonds and other debt  incurred by FS outside  Italy and assumed
     by the Treasury by law in 1996.

Source: Ministry of Economy and Finance

 The following  table sets forth a breakdown of the external  public debt of the
Treasury, by currency, as at December 31 in each of the years 2000 through 2004.
The amounts shown below are nominal values at issuance,  before giving effect to
currency  swaps,  and do not include  external public debt of other state sector
entities  and other  general  government  entities.  The US$ amount  shown below
includes  US$989  million of debt  originally  incurred  outside Italy by FS and
assumed by the Treasury by law in 1996.  Italy often enters into  currency  swap
agreements in the ordinary course of the management of its debt.



                                                  2000         2001         2002         2003         2004
                                               ---------    ---------    ---------    ---------    ---------
                                                                            (MILLIONS)
                                                                                    
 Euro                                             21,496       25,310       21,753       21,354       20,328
 British Pounds                                    1,305        2,505        2,005        2,605        2,855
 Swiss Francs                                      5,800        6,800        7,800        8,800        9,800
 U.S. Dollars                                     29,074       30,866       38,591       45,675       49,589
 Japanese Yen                                  1,675,000    1,475,000    1,475,000    1,325,000    1,225,000
 Norwegian Kroner                                     --           --        2,000        4,000        4,000
 Australian Dollars                                   --           --           --           --        1,000


Source: Ministry of Economy and Finance


Although  historically  Italy has not  relied  heavily  on  external  debt,  the
Treasury raised  approximately US $76.3 billion by issuing bonds  denominated in
euro and currencies  other than euros during the period 2000 through 2004. As of
December 31, 2004,  external  debt  accounted for  approximately  6.43% of total
public debt,  compared to 6.41% at December  31, 2000.  As of December 31, 2004,
external  Treasury bonds denominated in euro and those denominated in currencies
other  than  euro  accounted  for  5.09%  and  2.17%  of total  Treasury  bonds,
respectively.

     Italy  accesses  the  international  capital  market  through a Global Bond
Program  registered  under the United  States  Securities  Act of 1933, a US$ 40
billion  Medium-Term  Note  Program  established  in  1998  and  a  $10  billion
Commercial  Paper Program  established in 1999. The Global Bond Program has been
Italy's principal source of funding from the international capital markets since
2001. Italy introduced  collective action clauses (CACs) in the documentation of
all New York law governed bonds issued after June 16, 2003.

DEBT SERVICE

     The aggregate  nominal  amount,  before giving effect to currency swaps, of
scheduled  repayments in respect of the principal amount on Treasury  securities
constituting external debt outstanding as at December 31, 2004 was as follows:


                                       80



                                                                         2013
                                   2005         2006      2007-201     AND AFTER
                                 -------      -------     --------     ---------
                                                  (MILLIONS)
 Euro                              3,000        2,000        8,763        6,565
 British Pounds                      105           --          600        2,150
 Swiss Francs                      1,300        2,000        6,500           --
 U.S. Dollars                      4,100       15,000       22,989        7,500
 Japanese Yen                    225,000      200,000      350,000      450,000
 Norwegian Kroner                     --           --        2,000        2,000
 Australian Dollars                   --           --        1,000           --


Source: Ministry of Economy and Finance

DEBT RECORD

     Since its founding in 1946,  the  Republic of Italy has never  defaulted in
the  payment  of  principal  or  interest  on any of its  internal  or  external
indebtedness.






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                               OFFICIAL STATEMENTS

Information  included  herein  which  is  identified  as  being  derived  from a
publication of the City or one of its agencies or  instrumentalities is included
herein on the authority of such publication as a public official document of the
City. All other  information  herein and in the Registration  Statement of which
this  Prospectus  is  a  part,  other  than  that  included  under  the  caption
"Underwriting"  herein,  is included as a public official  statement made on the
authority of Dott. Enrico Cardillo, ASSESSORE ALLE RISORSE STRATEGICHE,  City of
Naples.



                 AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

The  Authorized  Representative  of the City in the United  States of America is
Mr.  Donald J.  Puglisi,  Puglisi &  Associates,  whose  address is 850  Library
Avenue, Suite 204, P. O. Box 885, Newark, Delaware 19715.


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              SCHEDULE OF OUTSTANDING DEBT AS OF DECEMBER 31, 2005

                                                                                                        OUTSTANDING AT
                                                  FINAL YEAR OF     ORIGINAL AMOUNT ISSUED   DECEMBER 31, 2005 / JANUARY 1, 2006
                    LENDER                       MATURITY (EURO)            (EURO)                          (EURO)
- ----------------------------------------------  -----------------  ------------------------  -----------------------------------
                                                                                                     
Cassa Depositi e Prestiti......................             2006            157,519.35                              1,318.87
Cassa Depositi e Prestiti......................             2007           98,667,696.14                       18,080,059.25
Cassa Depositi e Prestiti......................             2008           75,906,776.84                       19,242,047.93
Cassa Depositi e Prestiti......................             2009           20,258,021.45                        5,948,034.15
Cassa Depositi e Prestiti......................             2010           71,651,021.29                       29,295,996.51
Cassa Depositi e Prestiti......................             2011           77,306,461.39                       36,500,854.72
Cassa Depositi e Prestiti......................             2012            8,949,337.30                        3,952,400.43
Cassa Depositi e Prestiti......................             2013               26,223.10                            4,842.30
Cassa Depositi e Prestiti......................             2015           61,974,827.89                       26,931,786.03
Cassa Depositi e Prestiti......................       After 2015          246,888,570.85                      364,866,017.50

Banca OPI......................................             2012           11,331,937.47                       10,279,064.65
Banca OPI......................................             2025          127,059,338.16                      127,059,338.16
Banca OPI   floating...........................             2023              450,000.00                          417,067.11
Banca OPI   floating...........................             2024              350,000.00                          337,402.45
Banca OPI                                             After 2025          121,551,037.03                      120,390,040.51

Crediop floating...............................             2015            3,873,426.74                        2,899,493.98
Crediop floating...............................             2025           13,023,047.00                       13,023,047.00
Crediop floating...............................       After 2025           47,530,228.17                       47,277,707.41

Unicredit floating.............................             2015            4,648,112.09                        3,368,080.13

Banca Nazionale Lavoro floating................             2024            7,769,200.00                        7,460,396.08
Banca Nazionale Lavoro.........................             2025           23,996,000.00                       23,996,000.00
Banca Nazionale Lavoro.........................             2035           20,695,512.07                       20,620,539.00

Monte Paschi Siena.............................             2024           10,000,000.00                        9,601,356.59
Prestito Obbligazionario.......................             2006          154,937,069.72                       15,493,706.98
Prestito Obbligazionario.......................             2024          400,000,000.00                      389,128,000.00
                                                                                             -----------------------------------
     TOTAL.....................................                                                             1,296,174,597.74
                                                                                             ===================================





                        SCHEDULE OF OUTSTANDING DEBT AS OF JANUARY 1, 2001, 2002, 2003, 2004 AND 2005 BY LENDER


                                                                 OUTSTANDING AT JANUARY 1,
                                                 -----------------------------------------------------------
                     LENDER                        2001         2002         2003         2004         2005
                                                 -------      -------      -------      -------      -------
                                                                             ((EURO) MILLIONS)
                                                                                       
 CASSA DEPOSITI E PRESTITI ....................    448.7        454.1        479.0        632.0        427.3
 BANCA OPI ....................................    182.6        173.8        164.2        154.3        143.5
 ISTITUTI DI PREVIDENZA .......................     25.3         24.0         22.8         21.4         20.0
 I.B.S. PAOLO DI TORINO (CREDIOP) .............     36.5         32.4         28.0         23.5         18.6
 OTHER ........................................      5.0          4.4          4.2          4.1         45.5
 PRESTITO OBBLIGAZIONARIO .....................     93.0         77.5         62.0         46.5        431.0
                                                 -------      -------      -------      -------      -------
      TOTAL OUTSTANDING DEBT                       791.1        766.2        760.2        881.8       1085.9
                                                 =======      =======      =======      =======      =======



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