Fiat S P A 20F/A 2006 Annual report (foreign) (amended)

As filed with the Securities and Exchange Commission on July 9, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F/A

(Amendment No. 1)


o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2006


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report ___
For the transition period from ___to ___
Commission file number: 1-10108

FIAT S.p.A.

(Exact name of registrant as specified in its charter)

FIAT S.p.A.

(Translation of registrant’s name into English)

Italy
(Jurisdiction of incorporation or organization)

Via Nizza 250, Turin, Italy
(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class		Name of each exchange on which registered
Ordinary American Depositary Shares		New York Stock Exchange
Ordinary shares with a par value of€5 each*		New York Stock Exchange
Preference American Depositary Shares		New York Stock Exchange
Preference shares with a par value of€5 each*		New York Stock Exchange
Savings American Depositary Shares		New York Stock Exchange
Savings shares with a par value of€5 each*		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

1,088,472,858 ordinary shares, 103,292,310
preference shares and 79,912,800 savings shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934.

Yes o No þ

Note — checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 from their obligations under those sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ


(*)		Not for trading, but only in connection with the registration of the American Depositary Shares.

EXPLANATORY NOTE

Fiat S.p.A. (“Fiat”) filed its Annual Report on Form 20-F for the fiscal year ended December 31, 2006 (the “Form 20-F”) with the Securities and Exchange Commission (“SEC”) on June 29, 2007.

This Amendment No. 1 to Fiat’s Form 20-F (this “Amendment”) is filed to remove a single line of text in the third table appearing on page 4 of this Amendment that, due to a technical error, was inadvertently repeated in two different tables appearing in Item 7 of the Form 20-F as filed electronically with the SEC via the EDGAR system on June 29, 2007.

Other than the foregoing, no part of Fiat’s Form 20-F filed on June 29, 2007, is being amended, and no part of the Form 20-F or of Item 7 as re-filed pursuant to this amendment speaks as of any date subsequent to June 29, 2007.

Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Fiat hereby amends Item 7 of its Form 20-F in its entirety and replaces it with the following:

TABLE OF CONTENTS


	ITEM 7. MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS
ITEM 19. EXHIBITS
SIGNATURES
EX-12.1
EX-12.2
EX-13.1

ITEM 7. MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS

Description of Capital Stock

Fiat’s capital stock consists of ordinary shares, preference shares and savings shares with a par value of€5.00 each. As of June 15, 2007, the number of such shares issued was as follows: 1,092,247,485 ordinary shares, 103,292,310 preference shares and 79,912,800 savings shares.

On September 15, 2005, in accordance with a delegation of authority granted by the September 12, 2003 extraordinary stockholders meeting pursuant to Article 2443 of the Italian Civil Code, Fiat’s Board of Directors passed a resolution approving a capital increase in connection with the maturity of the€3 billion mandatory convertible facility. The facility was repaid in full to the lending banks in accordance with its terms at maturity on September 20, 2005 through the issuance by Fiat and subscription by the lending banks of 291,828,718 new ordinary shares. The new ordinary shares have the same characteristics as those already outstanding (including a par value of€5 and a full entitlement to any dividends) and were subscribed for by the banks at an issue price of€10.28 per share (the resultant share premium therefore equaling€5.28 per share). The issue price was determined in accordance with a formula set forth in the mandatory convertible facility, as explained in more detail in Note 25 to the Consolidated Financial Statements included in Item 18. In accordance with Italian law concerning stockholders’ preemptive rights, optional rights to purchase such new shares were offered to all existing stockholders in the ratio of 149 new shares for every 500 Fiat shares (of any class) owned.

Holders of the Fiat ordinary share warrants 2007 had the option to subscribe for Fiat S.p.A. ordinary shares in the ratio of one Fiat ordinary share at a price of€29.364 for every four warrants held between January 1 and January 31, 2007. At the end of that period, 4,676 warrants had been exercised. As a consequence, on February 1, 2007 the capital stock of Fiat S.p.A. increased from€6,377,257,130 to€6,377,262,975 and additional paid-in capital increased by€28,481.52, reflecting the issue of 1.169 ordinary shares to the holders of the warrants. The remaining warrants have expired and have accordingly been cancelled.

On November 3, 2006, the Board, exercising the powers granted to it by our stockholders’ meeting, resolved to increase Fiat’s share capital solely for the purpose of servicing the 2006 Stock Option Plan by an amount of up to€50,000,000 through the issue of up to 10,000,000 ordinary shares, par value€5 per share, representing 0.78% of our share capital and 0.92% of our ordinary share capital. The execution of this capital increase is dependant on the conditions of the plan being satisfied.

For additional information on our share capital, see Item 10. “Additional Information—By-laws.”

Major Stockholders

Fiat is directly controlled by IFIL S.p.A. (“IFIL”), its largest single stockholder, which in turn is controlled by IFI S.p.A. (“IFI”). As of June 15, 2007, IFIL owned 30.45% of Fiat’s ordinary shares outstanding at that date.

The following tables present information on each of those stockholders who owned more than 2% of Fiat’s ordinary shares and preference shares as of the dates indicated, based on information available to us as of such dates. “N/A” signifies that to our knowledge, as of the relevant date, the stockholder in question no longer owned 2% or more of our ordinary or preference shares, as applicable. Because the savings shares are in bearer form and are entered in the stockholders’ register only at the request of the stockholder, our records are only updated to reflect those savings shares directly held by any single stockholder who attended special meetings for holders of saving shares on June 26, 2006 and on May 8, 2007.

As of June 15, 2007

As of June 15, 2006

As of June 23, 2005

No. of

Ordinary

% of

Ordinary

% of

Ordinary

% of

Shares

class

Shares

class

Shares

class

IFIL

332,587,447

30.45

328,333,447

30.06

240,583,447

30.06

Gruppo Intesa — SanPaolo

N/A

66,391,197

6.08

N/A

Gruppo Unicredito italiano

61,175,646

5.60

60,838,315

5.57

N/A

Gruppo Capitalia

N/A

41,474,296

3.80

N/A

Fidelity International Ltd

N/A

26,390,094

2.42

N/A

FMR Corp.

55,136,259(***

)

4.61

26,126,700

2.39

N/A

Assicurazioni Generali S.p.A. (and affiliates)

23,393,643

2.14

26,001,817

2.38

26,001,817

2.76

ING Group

N/A

28,500,000(*

)

3.56

Cater Allen International

N/A

27,000,000 (**

)

3.37

Libyan Arab Foreign Investment Co.

N/A

21,670,105

2.70

Merrill Lynch & Co. Inc.

N/A

19,037,641

2.38

Mediobanca Banca di Credito Finanziario S.p.A ..

N/A

18,075,000

2.24

SanPaolo (and affiliates)

N/A

16,535,954

2.07


*		ING held 15,000,000 of these shares as a lender.

**		Cater Allen International held 27,000,000 of these shares as a lender.

***		Of which 19,072,759 with the sole power to vote or to direct the vote.

As of June 15,

2007

2006

2005

No. of

Preference

% of

Preference

% of

Preference

% of

Shares

class

Shares

class

Shares

class

IFIL

31,082,500

30.09

31,082,500

30.09

31,082,500

30.09

Amber Master Fund Cayman SPC

6,680,000

6.47

N/A

Morgan Stanley and Co. International Limited

2,659,170

2.57

N/A

As of May 8, 2007

As of June 26, 2006

No. of

% of

No. of

% of

Saving Shares

class

Saving Shares

class

Amber Master Fund Cayman SPC

5,600,000

7.01

9.483.607

11.87

Leonardo Capital Fund Limited

2,854,660

3.57

N/A

None of the shares held by the above stockholders provides any special voting rights.

As noted above, Fiat is indirectly controlled by IFI, which in turn is controlled by Giovanni Agnelli & C. S.A.p.A. (“GA”), an Italian limited partnership, which, as of May 31, 2007, owned 100% of the voting power and 53% of the equity of IFI. John Philip Elkann, the Vice Chairman of the Board of Fiat S.p.A., is the Chairman of IFI, Vice Chairman of IFIL Investments S.p.A., Vice Chairman of and a partner in GA and, together with other members of the Agnelli family, owns substantially all of the ownership interest in GA. Tiberto Brandolini d’Adda, a director of Fiat since May 30, 2004, is Vice Chairman of IFIL Investments S.p.A., a director of IFI and a director of and a partner in GA, and is also a member of the Agnelli family. Virgilio Marrone, a director of Fiat S.p.A. since June 2005, is Chief Executive Officer and General Manager of IFI S.p.A. Carlo Sant’Albano, a director of Fiat S.p.A. since May 2006, is the Managing Director and General Manager of IFIL Investments S.p.A.

Trading by the Group in Fiat Shares

Under Italian law, Italian companies are not permitted to purchase their own shares unless authorized to do so by their stockholders, and then only in accordance with certain legal requirements. Subsidiaries of Italian companies may, subject to stringent restrictions under Italian law, purchase outstanding shares of their parent companies.

The annual general meeting of Fiat stockholders held on May 13, 2003 renewed an existing authorization allowing Fiat to purchase up to an aggregate amount of 61,642,560 of its shares of all three classes for a period of 18 months, adding the requirement that the purchased shares, when added to the shares already held by Fiat and its subsidiaries, may not exceed a maximum of 10% of the total capital stock issued.

This resolution expired in November 2004 and, as of such date, Fiat S.p.A. held 4,331,708 ordinary shares in treasury. As of December 31, 2006, Fiat S.p.A. held 3,773,458 ordinary shares in treasury, with the decrease of 558,250 shares being attributable to the exercise over time of a number of stock options granted in September 2002.

The annual general meeting of Fiat stockholders held on April 5, 2007 authorized the Company, also through the Group’s subsidiaries, to purchase (and subsequently dispose of) a number of shares of all its three classes of stock not exceeding 10% of Company’s capital during the next 18 months for an aggregate amount not to exceed€1,400 million for the purpose of servicing stock options plans and investing its liquidity. On the same date, the Company therefore launched a purchase program on its three classes of shares to be carried out through December 31, 2007. Under this program, the Company may purchase a number of shares on each day not exceeding 20% of the trading volume for the relevant class of shares on the Italian Stock Exchange for a price not to exceed 10% more than the reference price of such shares on the day before the purchase is made.

The announcement of the share purchase program does not oblige us to carry out the whole program. Should purchases be carried out, Fiat will daily communicate to the market and competent authorities the transactions it has executed, specifying the number of shares purchased, the average price, the total number of purchased shares as of the date of the communication and the total invested amount as of such date. As of June 25, 2007, the total number of shares purchased under the program amounts to 11,081,169 ordinary shares, for an aggregate amount of€231 million.

As of the same date, Fiat S.p.A., taking into account the number of shares held at the beginning of 2007, the sale of 1,360,500 shares following the exercise during 2007 of the same number of options and the abovementioned purchases, held 13,494,127 ordinary shares, in treasury.

Related Party Transactions

Transactions among Group companies, whether they are made to support vertical manufacturing integration or to provide services, are carried out at terms that are in line with those prevailing in the relevant markets, taking into account the quality of the goods sold and the services provided.

Relationships with related parties, whose definition was extended in accordance with IAS 24, include not only normal business relationships with listed groups or other major groups in which the directors of the Company or its parent companies hold a significant position, but also purchases of Group products at normal market prices or, in the case of individuals, at such prices or those that are usually charged to employees.

Information on transactions with related parties, as required by Consob communication of July 28, 2006, are presented in Note 35 to the Consolidated Financial Statements included in Item 18.

ITEM 19. EXHIBITS

Index to Exhibits filed with this Amendment No. 1

12.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1		Certification of Chief Executive Officer and Chief Financial Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements of filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this annual report on its behalf.


		FIAT S.p.A.
		(Registrant)
		/s/ ALESSANDRO BALDI
		Name: Alessandro Baldi
		Title: Group Controller


		/s/ MAURIZIO FRANCESCATTI
		Name: Maurizio Francescatti
		Title: Group Treasurer

Date: July 9, 2007

Fiat S P A (FIADF) Inactive 20-F/A2006 FY Annual report (foreign) (amended)

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