General

This Amendment No. 1 amends the statement on Schedule 13G, dated March 4, 2005, filed with respect to the beneficial ownership by IFIL S.p.A. (“IFIL”) of ordinary shares, par value €2.80 per share (the “Sanpaolo IMI Shares”), of Sanpaolo IMI S.p.A., a company organized under the laws of the Republic of Italy (“Sanpaolo IMI”).

Effective on January 1, 2007, Sanpaolo IMI merged with and into Banca Intesa S.p.A., a company organized under the laws of the Republic of Italy, which upon effectiveness of the merger changed its name to Intesa Sanpaolo S.p.A. (“Intesa Sanpaolo”). By merging into Intesa Sanpaolo, Sanpaolo IMI ceased its separate existence. Pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), Intesa Sanpaolo succeeded to Sanpaolo IMI’s reporting obligations under the Exchange Act.

In connection with the merger, each outstanding Sanpaolo IMI Share was exchanged for 3.115 ordinary shares, par value €0.53 per share, of Intesa Sanpaolo (the “Intesa Sanpaolo Ordinary Shares”). This Amendment No. 1 is filed with respect to IFIL’s beneficial ownership of Intesa Sanpaolo Ordinary Shares, and, in particular, to state that upon effectiveness of the merger, IFIL is not the beneficial owner of more than five percent of the Intesa Sanpaolo Ordinary Shares.

In connection with the merger, Intesa Sanpaolo established an American Depositary Receipt program. Each American Depositary Receipt under such program, CUSIP number 46115H107 (the “Intesa Sanpaolo ADRs”), evidences an American Depositary Share representing six Intesa Sanpaolo Ordinary Shares. Neither the Intesa Sanpaolo ADRs, nor the Intesa Sanpaolo Ordinary Shares, are listed a national stock exchange in the United States.

Item 1.

(a)

Name of Issuer:

Intesa Sanpaolo S.p.A.

(b)

Address of Issuer’s Principal Executive Offices:

Piazza San Carlo 156, 10121 Turin, Italy

Item 2.

(a)

Name of person filing:

IFIL S.p.A. (indirectly controlled by Giovanni Agnelli and C. S.a.p.az.)

(b)

Address of principal business office:

Corso Matteotti 26, 10121 Turin, Italy

(c)

Citizenship:

Italy

(d)

Title of class of securities:

Ordinary Shares of €0.52 par value each.

(e)

ISIN number:

IT0000072618

Item 3.

No changes.

Item 4.

Ownership

(a)

Amount beneficially owned:

289,916,165

(b)

Percent of class:

2.447% of the Ordinary Shares (equal to 2.268% of the total number of Intesa Sanpaolo capital shares, including savings shares, or “Azioni di Risparmio,” which are not entitled to vote at ordinary or extraordinary shareholders’ meetings).

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

289,916,165

(ii)

Shared power to vote or to direct the vote:

0

(iii)

Sole power to dispose or to direct the disposition of:

289,916,165

(iv)

Shared power to direct the disposition of:

0

Item 5.

Ownership of five percent or less of a class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

Items 6, 7, 8, 9 and 10

No changes.