UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No.4)

MEDIOBANCA-Banca di Credito Finanziario S.p.A.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

001200879

(CUSIP Number)

December 31, 2010

Date of Event Which Requires Filing of this Statement

Check the appropriate box to designate the rule

pursuant to which this Schedule is filed

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

For purposes of clarification (and as noted in Item 4 below), the Reporting Person's deemed beneficial ownership of Common Stock reported herein is attributable to investment management and advisory services provided by the Reporting Person and certain of its affiliates to collective investment vehicles (Funds). Such Funds hold in the aggregate (i) warrants to acquire 10,140,379 shares of Common Stock, which if exercised by the Funds would represent approximately 1.2% of the Common Stock issued and outstanding (including shares issued upon exercise of the warrants), and (ii) 74,531,792 shares of Common Stock, representing approximately 8.6% of the Common Stock issued and outstanding (assuming exercise of the warrants held by the Funds).

As the Issuer's Common Stock is not currently registered under Section 12 of the Securities Exchange Act of 1934, as amended, the Reporting Person intends to cease filing reports with respect to its deemed beneficial ownership of shares of the Common Stock.

1) Name of Reporting Person: UniCredit S.p.A.

2) Check the Appropriate Box (a)

of A Member of Group

(See Instructions) (b)

3) SEC Use Only

4) Citizenship of Place of

Organization Italy

Number of (5) Sole Voting

Shares Power 0

Beneficially Owned

by Each Reporting

Person With (6) Shared Voting

Power 84,672,171

[See Item 4 below.]

(7) Sole Disposi-

tive Power 0

(8) Shared Disposi-

tive Power 84,672,171

[See Item 4 below.]

9) Aggregate Amount Beneficially 84,672,171

Owned by Each [See Item 4 below.]

Reporting Person

10) Check if the aggregate Amount in Row (9) Exclude Certain Shares (See

Instructions)

11) Percent of Class Represented

By Amount in Row 9. 9.7%

12) Type of Reporting

Person (See Instructions) FI

Item 1(a) Name of Issuer.

MEDIOBANCA-Banca di Credito Finanziario S.p.A.

Item 1(b) Address of Issuer's Principal Executive Offices:

PIAZETTA ENRICO CUCCIA 1

20121 Milan, Italy

Item 2(a) Name of Person Filing:

UniCredit S.p.A.

Item 2(b) Address of Principal Business Office:

Piazza Cordusio 2

20123 Milan, Italy

Item 2(c) Citizenship:

UniCredit S.p.A is organized under the laws of Italy.

Item 2(d) Title of Class of Securities:

Common Stock

Item 2(e) Cusip Number:

001200879

Item 3 The person filing this statement pursuant to Rule 13d-1(b)

or 13d-2(b) is:

Inapplicable.

Item 4. Ownership.

(a) Amount Beneficially Owned: 84,672,171**

(b) Percent of Class: 9.7%

(i) sole power to vote or to direct the vote 0

(ii) shared power to vote or to direct vote 84,672,171**

(iii) sole power to dispose or to direct disposition of 0

(iv) shared power to dispose or to direct disposition 84,672,171**

**Shares reported on this Schedule 13G (the Shares) are owned by (i) collective

investment vehicles (Funds) advised by UniCredit S.p.A. and (ii) Funds advised by

other advisors that are direct or indirect wholly-owned subsidiaries of

UniCredit S.p.A. (Additional UniCredit Subsidiaries). In their roles as

investment manager or adviser to the Funds, UniCredit S.p.A. and the Additional

UniCredit Subsidiaries possess investment and/or voting control over the Shares.

UniCredit S.p.A. and the Additional UniCredit Subsidiaries disclaim beneficial

ownership of the Shares except to the extent or their respective pecuniary

interests therein, if any. The filing of this Schedule 13G shall not be

construed as an admission that the Reporting Persons are the beneficial owners

of the Shares for any other purposes than Section 13(d) of the Securities

Exchange Act of 1934.

In accordance with Securities and Exchange Commission Release No. 34-39538

(January 12, 1998) (the "Release"), this filing reflects the securities that may

be deemed to be beneficially owned by the Reporting Persons. This filing does

not reflect securities, if any, beneficially owned by (i) Pioneer Global Asset

Management S.p.A. ("PGAM"), a wholly owned subsidiary of UniCredit which is

disaggregated from the Reporting Persons in accordance with the Release, or (ii)

any other subsidiaries of PGAM, which are similarly disaggregated from

UniCredit.

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 here: [ ]

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Various persons have the right to receive or the power to direct the receipt of

dividends from, or the proceeds from the sale of, the Common Stock of

MEDIOBANCA-Banca di Credito Finanziario S.p.A. The interest of one person,

UniCredit S.p.A, in the common stock of MEDIOBANCA-Banca di Credito Finanziario

S.p.A amounted to 84,672,171 shares or 9.7% of the total outstanding Common

Stock at December 31, 2010.

Item 7. Identification and Classification of the Subsidiary Which Acquired

the Security Being Reported On By the Parent Holding Company.

See Item 4.

Item 8. Identification and Classification of Members of the Group.

Inapplicable.

Item 9. Notice of Dissolution of the Group.

Inapplicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief,

the securities referred to above were not acquired and are not held for the

purpose of or with the effect of changing or influencing the control of the

issuer of the securities and were not acquired and are not held in connection

with or as a participant in any transaction having that purpose or effect.

By signing below UniCredit S.p.A. certifies that to the best of its

knowledge and belief, the foreign regulatory scheme applicable to it as the

holding company of a Banking Group that is regulated by the Bank of Italy and

Commissione Nazionale per le Societa`e la Borsa (CONSOB), is substantially

comparable to the regulatory scheme applicable to the functionally equivalent

U.S. institution(s). UniCredit S.p.A. also undertakes to furnish to the

Commission staff, upon request, information that would otherwise be disclosed in

a Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I

certify that the information set forth in this statement is true, complete and

correct.

Date: February 7, 2011

UniCredit S.p.A

By: /s/ Paolo Fiorentino

Name: Paolo Fiorentino

Title: Deputy CEO; Head of Global Banking Services Division

By: /s/ Marina Natale

Name: Marina Natale

Title: Chief Financial Officer, UCG Global

EXHIBIT

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange

Act of 1934, the undersigned agree to the joint filing of a Statement on

Schedule 13G (including any and all amendments thereto) with respect to the

Common Stock of MEDIOBANCA-Banca di Credito Finanziario S.p.A. and further agree

to the filing of this agreement as an Exhibit thereto. Each party to this

Agreement expressly authorizes each other party to this Agreement to file on its

behalf any and all amendments to such Statement on Schedule 13G.

Date: February 7, 2011

UniCredit S.p.A

By: /s/ Paolo Fiorentino

Name: Paolo Fiorentino

Title: Deputy CEO; Head of Global Banking Services Division

By: /s/ Marina Natale

Name: Marina Natale

Title: Chief Financial Officer, UCG Global

Mediobanca - Banca di Credito Finanziario SpA SC 13G/A