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 May 2007

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

Buy back programme

SIGNATURES

Buy back programme

Within the frame of the buy back programme announced on April 5, 2007, Fiat communicates that today has purchased one million Fiat ordinary shares at the average price of euro 20.699 including fees.

From the beginning of the programme the total number of shares purchased amounts to 8,426,000 for a total invested amount of euro 178.3 million.

 

Turin, May 10, 2007

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: May 11, 2007

FIAT S.p.A.

BY:    /s/ Fabio Spirito

          _____________________________

          Fabio Spirito

          Power of Attorney