UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO

RULE 13a-16 OR 15D-16 UNDER THE SECURITIES

EXCHANGE ACT OF 1934

For the month of April 2005

FIAT S.p.A.

(Translation of Registrant’s name into English)

Via Nizza 250

Torino, Italy 10126

(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file

annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F [X] Form 40-F [ ]

Indicate by check mark whether the registrant by

furnishing the information contained in the form

is also thereby furnishing the information to the

Commission pursuant to Rule 12g3-2(b) under the

Securities Exchange Act of 1934.)

Yes [ ] No [X]

TABLE OF CONTENTS

Fiat Group managers buy Company shares

SIGNATURES

Fiat Group managers buy Company shares

The members of the Fiat Auto Steering Committee and managers of Fiat S.p.A. and the operating Sectors who directly report to the Chief Executive Officer of the Fiat Group, Sergio Marchionne, have bought today Fiat ordinary shares on the market for a total amount of more than one million euros.

Turin, April 22, 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: April 26, 2005

FIAT S.p.A.

BY:    /s/ Mario Rosario Maglione

          _____________________________

          Mario Rosario Maglione

          Power of Attorney