MILAN, June 28 (Reuters) - Swiss duty-free retailer Dufry is in talks to tie-up with Italian airport and motorway caterer Autogrill in a deal that would create a travel chain with about 6.3 billion euros ($6.7 billion) in annual revenues.

The companies confirmed they were in non-exclusive talks on Tuesday after Bloomberg News reported discussions were advanced and a deal could be reached as early as next month.

Dufry would pay for Autogrill in shares, while Italy's Benetton family - the largest investor in Autogrill through its Edizione holding company - would become the top shareholder in the merged group with a 20% stake, Bloomberg said.

Shares in Autogrill were up 5% at 1226 GMT. Shares in Dufry were up 3.6%.

Autogrill reiterated the group was interested in exploring strategic opportunities to develop and create value for shareholders.

Dufry said in a separate statement it "regularly examines its strategic options."

It added that "at the moment, there is no certainty that any of these discussions will result in any transaction, nor with regard to its nature, terms and conditions."

($1 = 0.9479 euros) (Reporting by Valentina Za Editing Federico Maccioni and Mark Potter)