THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON FEBRUARY
14, 2003 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FOR WHICH
CONFIDENTIAL TREATMENT WAS DENIED ON APRIL 5, 2004.

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

                                    FORM 13F

                               Form 13F Cover Page

Report for the Calendar Year or Quarter Ended: December 31, 2002

Check here if Amendment                     [X] Amendment Number: 2
This Amendment (Check only one.):           [ ] is a restatement
                                            [X] 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:  William C. Crowley
Title: President of General Partner
Phone: (203) 861-4600

Signature, Place, and Date of Signing:

/s/ William C. Crowley                  Greenwich, CT             April 13, 2004
- ----------------------                  -------------             --------------
      (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:              0
                                          -------
Form 13F Information Table Entry Total:         2
                                          -------
Form 13F Information Table Value Total:   200,391 (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.

    NONE



                           FORM 13F INFORMATION TABLE



      COLUMN 1           COLUMN 2    COLUMN 3   COLUMN 4            COLUMN 5          COLUMN 6  COLUMN 7        COLUMN 8
- ---------------------- ------------ ----------- -------- --------------------------- ---------- -------- -----------------------
                                                                                                             VOTING AUTHORITY
                         TITLE OF                VALUE    SHRS OR                    INVESTMENT  OTHER   -----------------------
   NAME OF ISSUER         CLASS       CUSIP     (X1000)   PRN AMT    SH/PRN PUT/CALL DISCRETION MANAGERS   SOLE     SHARED  NONE
   --------------         -----     ----------- -------   -------    ------ -------- ---------- -------- --------- -------- ----
                                                                                           
SAFEWAY, INC.          COMMON STOCK 786514-20-8   31,178  1,334,676    SH             DEFINED            1,334,676    0       0
SAFEWAY, INC.          COMMON STOCK 786514-20-8  169,213  7,243,724    SH              SOLE              7,243,724    0       0