Italy laid the foundations of modern banking in the 13th century.

But these days, it could use a lesson from Spain on how to run a bank.

That's the message Spain's Banco Bilbao Vizcaya Argentaria SA is sending with its $7.8 billion takeover bid for Banca Nazionale del Lavoro SpA, a medium-size Italian bank based in Rome.

BBVA's bid for BNL is one of several pending takeovers that, if successful, may finally pry open Europe's balkanized banking sector six years after the advent of the euro. These takeovers are happening as a debate flares over the European Union's future after voters in France and the Netherlands rejected a constitution that would have deepened political integration across the 25-nation bloc. Analysts say banking deals such as BBVA's are a sign that Europe's economic integration will likely proceed apace despite these mounting political misgivings.

Over the past decade, BBVA and its big domestic rival, Banco Santander Central Hispano SA, have become two of Europe's most efficient and profitable banks by slashing their back-office staffs, updating their technology systems and centralizing their once regionally dispersed operations. Along the way, they gobbled up other Spanish banks and expanded into Latin America with big acquisitions. Following their lead, the rest of the Spanish banking industry has modernized dramatically.

Italy presents a sharp contrast. The Italian retail-banking market, unlike Spain's, remains very fragmented, with more than 800 banks vying for customers. Italian banks are among the least efficient in Europe. Many still use antiquated back-office processes and information technology. They have bloated staffs and Byzantine reporting lines. The result is a backward banking market, where consumers pay high fees for basic services. On average, Italian customers pay their banks $602 in annual fees and commissions, compared with just $125 in Spain, according to a study issued last year by consulting group Cap Gemini.

Opening an account at an Italian bank can require filling out as many as 17 different forms; closing an account costs as much as $120.

Analysts say cross-border consolidation among banks in countries that use the euro will result in better services for consumers and bigger profits for banks. But Italy's banking regulators and the country's lenders have been among the biggest obstacles to such cross-border deals. The recent flurry of takeover bids may be changing that. Dutch bank ABN Amro Holding NV has offered to take over Banca Antonveneta SpA, another Italian bank. UniCredito Italiano SpA, one of Italy's rare banking success stories, agreed Sunday to acquire Germany's HVB Group AG in an $18.5 billion deal.

For BBVA, which faces strong competition at home from Santander and an overheated Spanish housing market that threatens its lucrative mortgage business, acquiring BNL offers the opportunity to apply its Spanish know-how to the inefficient Italian market. BBVA has already successfully applied its recipes -- which include aggressive retail sales and hard-nosed risk management -- to Latin America, which now accounts for a quarter of its revenue.

In a roadshow last month, BBVA told investors that acquiring BNL would add $300 million to its net profit this year, and an estimated $742 million next year. BBVA, whose shares trade in Madrid and on the New York Stock Exchange, reported a 26 percent rise in earnings, to $3.7 billion, for 2004.

As a beachhead into Italy, BNL is a logical choice: BBVA has owned a 14.9 percent stake in the Rome bank since it was privatized in 1998 and has had representatives on its board for four years, giving it insight into BNL's inner workings. BNL's board has advised its shareholders to accept the BBVA bid, and the tender period will open later this month.

But expanding into Italy carries some risks. Italy's economy went into recession in the first quarter of this year. And a group of Italian shareholders is trying to block the takeover by raising its stake in BNL. The Bank of Italy has seemed to give tacit support to this effort by authorizing these shareholders' stock purchases. Late last month, it allowed Italian insurer Unipol Assicurazioni SpA to double its stake in BNL to about 9.9 percent. Making matters more difficult for BBVA, the central bank has decreed that BBVA must garner at least 50 percent of BNL's shares as a precondition for the deal to go through. BBVA says that threshold is arbitrary and unfair.

Although the Bank of Italy has been under pressure from the European Union to put an end to its long-standing policy of blocking foreign takeovers of Italian banks, its position with regard to such deals remains ambiguous. By dragging his feet on regulatory approvals, Bank of Italy Governor Antonio Fazio has hampered another recent deal: ABN Amro's proposed takeover of Antonveneta. Yesterday, Italian bank Banca Popolare di Lodi Scarl increased its bid for Antonveneta to $33 a share, upping the stakes in its fight with ABN Amro, which has bid $32 a share.

An ATM in Rome for Banca Nazionale del Lavoro, a target for acquisition by Spain's Banco Bilbao Vizcaya Argentaria.