UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 13F

                               Form 13F Cover Page

Report for the Calendar Year or Quarter Ended March 31, 2006

Check here if Amendment [ ]               Amendment Number: _________________

     This Amendment (Check only one): [ ] is a restatement
                                      [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    RBS Partners, L.P.
Address: 200 Greenwich Avenue
         Greenwich, CT 06830

Form 13F File Number: 28-2610

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:  Theodore W. Ullyot
Title: Executive Vice President and General Counsel
Phone: (203) 861-4600

Signature, Place, and Date of Signing:

                                                   

/s/ THEODORE W. ULLYOT
- --------------------------------------   Greenwich, CT   May 15, 2006
(Signature)                              (City, State)   (Date)



Report Type ( Check only one):

[X]  13F HOLDINGS REPORT (Check here if all holdings of this reporting manager
     are reported in this report)

[ ]  13F NOTICE ( Check here if no holdings reported are in this report, and all
     holdings are reported by other reporting manager(s).)

[ ]  13F COMBINATION REPORT ( Check here if a portion of the holdings for this
     reporting manager are reported in this report and a portion are reported by
     other reporting manager(s).)



                              FORM 13F SUMMARY PAGE

                                     
Report Summary:
Number of Other Included Managers:                1
Form 13F Information Table Entry Total:           6
Form 13F Information Table Value Total: $12,474,336
                                        (in thousands)



List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.



No.   Form 13F File Number   Name
- ---   --------------------   ----
                       
1     28-11470               ESL Investments, Inc.


Explanatory Note:

RBS Partners, LP ("RBS") hereby advises that ESL Investments, Inc. and RBS may
be deemed to share investment discretion for purposes of Rule 13f-1(b) of the
Securities Exchange Act of 1934 (the "Act") over certain 13(f) securities for
which RBS exercises direct control.

PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS FORM 13F AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.



                       FORM 13F Information Table - Public

Page 1 of 1



                                                                Column 5:                                       Column 8:
                                            Column 4:  --------------------------                           Voting Authority
                     Column 2:  Column 3:  Fair Market  Shares or                  Column 6  Column 7: --------------------------
      Column 1:       Title of    CUSIP       Value     Principal                 Investment   Other                          (c)
   Name of Issuer      Class      Number    (x $1,000)   Amount   SH/PRN Put/Call Discretion  Managers  (a) Sole  (b) Shared None
   --------------    --------- ----------- ----------- ---------- ------ -------- ---------- --------- ---------- ---------- ----
                                                                                            
Autozone Inc.          Common  053332-10-2     594,814  5,966,638   SH              DEFINED             5,966,638
Autozone Inc.          Common  053332-10-2   1,600,968 16,059,462   SH               SOLE              16,059,462
AutoNation, Inc.       Common  05329W-10-2     203,423  9,439,602   SH              DEFINED             9,439,602
AutoNation, Inc.       Common  05329W-10-2   1,457,178 67,618,481   SH               SOLE              67,618,481
Sears Holdings Corp.   Common  812350-10-6      46,798    354,986   SH              DEFINED               354,986
Sears Holdings Corp    Common  812350-10-6   8,571,155 65,016,724   SH               SOLE              65,016,724

(Confidential portion has been omitted and filed separately.)

COLUMN TOTALS                  Grand Total  12,474,336


PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
CONFIDENTIAL INFORMATION HAS BEEN OMITTED FROM THIS FORM 13F AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.