THIS FILING LISTS SECURITIES HOLDINGS REPORTED ON THE FORM 13F FILED ON MAY 15,
2006 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FOR WHICH CONFIDENTIAL
TREATMENT EXPIRED ON MAY 15, 2007.

                                  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 [X] Amendment Number: 3

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:    Theodore W. Ullyot
Title:   EVP and General Counsel, ESL Investments, Inc.,
         general partner of RBS Partners, LP
Phone:   (203) 861-4600

Signature, Place, and Date of Signing:


/s/ Theodore W. Ullyot                     Greenwich, CT         May 15, 2007
- -------------------------------------   -------------------   ------------------
(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:             1

Form 13F Information Table Value Total:       $82,010
                                        (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.



                           FORM 13F Information Table

Page 1 of 1



Column 1:                          Column 2:  Column 3:   Column 4:       Column 5:       Column 6  Column 7:        Column 8:
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 Voting Authority
                                                         Fair Market  Shares or
                                    Title of    CUSIP       Value     Principal SH/ Put/ Investment   Other       (a)      (b)   (c)
Name of Issuer                       Class      Number    (x $1,000)   Amount   PRN Call Discretion  Managers    Sole    Shared None
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
Citigroup Inc.                     Common    172967-10-2    82,010    1,736,400 SH       SOLE                  1,736,400
                                                            ------
COLUMN TOTALS                                Grand Total    82,010
                                                            ======