* Holding CDP could take 10 percent of Parmalat - sources
* No Italian industrial partner lined up - sources
* Lactalis bid "changed playing field" for Parmalat
* Shares up 0.31 percent, sector slightly lower
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By Paolo Biondi and Giuseppe Fonte
ROME, April 27 (Reuters) - Italian companies are not planning a counter-bid to French dairy group Lactalis' 3.4 billion euro ($4.99 billion) takeover offer for Italy's Parmalat , government sources said on Wednesday.
State holding Cassa Depositi e Prestiti could safeguard Italian interests by taking a minority stake of about 10 percent in Parmalat, which is Italy's biggest listed food group, the sources said.
Lactalis, Europe's biggest dairy group, launched a bid of 3.4 billion euros, or 2.60 euros a share, on Tuesday for the 71 percent of Parmalat it does not own. The move prompted Italy and France to intervene to defuse a row over control of Parmalat.
"There is no Italian consortium ready to contest the French for Parmalat," one of the government sources told Reuters.
Meetings to set up the consortium failed about 10 days ago because there was no industrial partner capable of lining up with banks to buy Parmalat, the source said.
Italian bank Intesa Sanpaolo had spearheaded efforts to come up with an all-Italian alliance, including dairy group Granarolo, to thwart Lactalis's bid to seize control.
CHANGED PLAYING FIELD
"The Lactalis offer changed the playing field," a source close to the issue told Reuters.
"It means that a counter-offer (for the entire company) would have to be about 5 billion euros. At the moment that seems very unlikely."
MF Global analyst Andy Smith said that an Italian counter-offer could still materialise.
The price of 2.60 euros a share set by Lactalis would mean "substantial upside in any potential bidding war" for Parmalat, Smith wrote in a research report.
Shares in Parmalat were up 0.31 percent at 2.568 euros at 1200 GMT. The STOXX Europe 600 food and beverage index was down 0.28 percent.
(Reporting by Paolo Biondi and Giuseppe Fonte in Rome and by Stephen Jewkes and Antonella Ciancio in Milan, writing by Ian Simpson in Milan; editing by Elaine Hardcastle)
($1=.6817 Euro)