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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the period April 29, 2004

SANPAOLO IMI S.p.A.
(Exact name of registrant as specified in its charter)

Piazza San Carlo 156
10121 Turin, Italy
(Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ý    Form 40-F o

        Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No ý

SANPAOLO IMI GROUP

THE DECISIONS OF THE SHAREHOLDERS' MEETING

        Turin, 29 April 2004—The Shareholders' Meeting of SANPAOLO IMI S.p.A., meeting today in Piazza San Carlo, took the following agenda decisions:

1.
approval of the financial statements for 2003 and distribution of income for the period:    the Meeting approved the company financial statements and examined the consolidated financial statements of the Group at 31 December 2003. Income for the period was € 824,309,839 with a shareholders' dividend of € 0.39 for each of the 1,448,831,982 ordinary shares and 388,334,018 preference shares ("privilegiate") which make up the equity capital: the coupon will be ex on 24 May and paid on 27 May.
2.
nomination, given their number, of the members of the Board of Directors and the Chairman for the years 2004/2005/2006:    in accordance with articles and by laws which set a total number between 7 and 20, the Meeting nominated 17 members of the Board of Directors.
3.
appointment of auditors of the annual financial statements, the half-year report and the Annual Report on Form 20-F the years 2004/2005/2006:    given the auditors technical suitability and taking account of the specific competence acquired by the same in relation to the accounting organizational and control procedures of the Bank and the Group, the mandate to PricewaterhouseCoopers S.p.A. was renewed;

4.
authorisation for the purchase and sale of own shares:    the Meeting deliberated the authorisation for the purchase of own ordinary shares of nominal value € 2.80, in respect of current regulations, for 18 months and up to a maximum of further 180 million shares. The amount of the Reserve to purchase own shares for 1,000 million euro, corresponding to the Reserve to purchase own shares already existing, was also confirmed.

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5.
nomination of a supplementary auditor, pursuant to art. 2401 c.c.:    Gianluca Galletti has been appointed to replace Prof. Antonio Ottavi.


THE BOARD OF DIRECTORS NAME THE DEPUTY CHAIRMAN,
THE MANAGING DIRECTOR AND THE MEMBERS
OF THE TECHNICAL COMMITTEES.

        Turin, 29 April 2004—The Board of Directors nominated today by the Shareholders' Meeting of SANPAOLO IMI S.p.A. met for the first time. It is composed of:

        Orazio Rossi becomes Deputy Chairman and Alfonso Iozzo Managing Director.

        The Board has also named the members of the Executive Committee:

 
  
    
  Enrico Salza   (Chairman)
  Orazio Rossi   (Deputy Chairman)
  Alfonso Iozzo   (Managing Director)
  Pio Bussolotto    
  Ettore Gotti Tedeschi    
  Emilio Ottolenghi    
  Gianguido Sacchi Morsiani    
  Manuel Varela    

        The Board has also deliberated—in the light of experience and consistently with adherence to the Self-disciplinary Code for Quoted Companies—the activation for the years 2004/2005/2006 of the following special Committees:

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        The Board of Directors of SANPAOLO IMI has, finally, evaluated the independent status of the Directors of the Company, according to the Self-disciplinary Code for Quoted Companies. The "independents" are:

        The Board of Directors, following the guide previously laid out, has therefore proceeded to define the new organisation structure of the Group in order to:

        This structure is expressed in the following Management:

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        To complete the structure:

        The Parent Bank and Bank Network report to the Managing Director, but the Corporate Division and the Private and Retail Division remain co-responsible for their respective results and for the results of the network as a whole.

        Current responsibilities in the management of the subsidiaries are confirmed. Massimo Mattera is designated Deputy Chairman of Banca IMI.

INVESTOR RELATIONS

Dean Quinn (+39 011 5552593)
 Damiano Accattoli (+39 011 5553590)
 Alessia Allemani (+39 011 5556147)
 Anna Monticelli (+39 011 5552526)

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

      SANPAOLO IMI S.p.A.

Date: April 29, 2004
 
By:
/s/  GIORGIO SPRIANO      
    Name: Giorgio Spriano
    Title: Head of Company Secretariat



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THE DECISIONS OF THE SHAREHOLDERS' MEETING
THE BOARD OF DIRECTORS NAME THE DEPUTY CHAIRMAN, THE MANAGING DIRECTOR AND THE MEMBERS OF THE TECHNICAL COMMITTEES.
SIGNATURES