UPDATE 1-Italian eyewear maker Marcolin sold to private equity

* Italian eyewear maker sells 78.4 pct stake to PAI

* Agreed price is 4.25 euros/share, below Friday's close

* PAI to launch squeeze-out offer on remaining shares (Adds details, quotes)

MILAN, Oct 15 (Reuters) - Private equity fund PAI Partners has agreed to buy 78.4 percent of Marcolin for 207 million euros ($268.42 million) and will launch a bid for remaining shares aimed at delisting Italy's No.3 eyewear manufacturer, it said on Monday.

The offer price of 4.25 euros per share was set below Friday's closing share price of 4.782 euros for Marcolin, which booked sales worth 224 million euros in 2011.

Marcolin, a maker of sunglasses for brands including Tod's and Diesel, ranks third in the Italian market by sales after Luxottica and Safilo.

PAI will launch a takeover offer at 4.25 euros a share for all the shares it does not yet own, seeking to take Marcolin off the market, PAI said in a statement.

"We see excellent potential to develop the business, both in Europe, the United States and particularly in emerging markets, where demand for these products is rapidly increasing," PAI partner Raffaele Vitale said.

Marcolin is managed through a pact under which the Marcolin family is the main shareholder alongside Diego Della Valle, owner of luxury shoe maker Tod's.

Della Valle and his brother Andrea each own 20 percent, while the Marcolin family owns around 30 percent. The pact between the main shareholders was due to expire on Dec. 14, 2013.

The Marcolin family, the Della Valle brothers and shareholder Antonio Abete will take a stake in the bidding vehicle - Cristallo SpA - and hold a combined 15 percent of Marcolin at the end of the transaction, the statement said.

The deal, which needs regulatory approval, is expected to be closed by the end of November.

Marcolin's shares, which were suspended from trading pending the announcement, failed to open after being allowed to resume trading. They were indicated sharply lower at 4.2260 euros. ($1 = 0.7712 euros) (Reporting By Lisa Jucca; Editing by Robin Pomeroy)