As filed with the Securities and Exchange Commission on February 20, 2003
                                              Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   FIAT S.p.A.
             (Exact Name of Registrant as Specified in Its Charter)


                  Italy                                  N/A
     (State or Other Jurisdiction of
      Incorporation or Organization)       (I.R.S. Employer Identification
                                                       Number)

                                 Via Nizza, 250
                                  Turin, Italy
              (Address of Registrant's Principal Executive Offices)

                      FIAT S.p.A. Stock Option Plan 2002/2
                            (Full Title of the Plan)


                             James J. Kennedy, Esq.
                    Senior Vice President and General Counsel
                          375 Park Avenue - Suite 2703
                            New York, New York 10152
                                 (212) 207-0920
           (Name, Address, and Telephone Number, Including Area Code,
                             of Agent for Service)

                                    Copy to:

                                 Arthur H. Kohn
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                            New York, New York 10006
                                 (212) 225-2000

<TABLE>

                                                    CALCULATION OF REGISTRATION FEE

===========================================================================================================================
         Title of each class of securities                     Amount to be       Proposed       Proposed       Amount of
                  to be registered                              registered         maximum        maximum      registration
                                                                                  offering       aggregate         fee
                                                                                  price per   offering price
                                                                                  share (1)         (1)
---------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>                    <C>          <C>            <C>
Ordinary Shares, par value (euro) 5 per share ("Shares")     6,100,000 Shares(2)    $12.05       $73,505,000    $6,762
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Act"), on the basis of an exchange rate of 1.08 U.S. Dollars per euro
      (the exchange rate quoted by Money.CNN.com on February 20, 2003) and the
      price at which the options to which such Shares are subject may be
      exercised ((euro) 11.16 per Share).

(2)   Together with an indeterminate number of Shares that may be necessary to
      adjust the number of Shares reserved for issuance pursuant to the Fiat
      S.p.A. Stock Option Plan 2002/2 as the result of a stock split, stock
      dividend or similar adjustment of outstanding Shares.

<PAGE>
                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following information shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents: (i) the Annual Report on Form 20-F of FIAT S.p.A.
("Fiat" or the "Registrant") for the Fiscal Year ended December 31, 2001, (ii)
all other reports filed by Fiat pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 2001, (iii) the description of the Shares contained in Fiat's Registration
Statement on Form 20-F, dated November 1, 1998, as amended by Fiat's filing on
Form 8, dated December 22, 1998, and (iv) all documents filed by Fiat pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to a termination of the offering of
Shares offered hereby. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference, or contained in this Registration
Statement, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Not applicable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The following documents are filed with or incorporated by reference
into this Registration Statement (numbering corresponds to Exhibit Table in Item
601 of Regulation S-K):

         4.1      Provisions for the Stock Option Plan 2002/2

         23.1     Consent of Independent Auditors

         24.1     Power of Attorney (included on signature page)

Item 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission (the
"Commission") by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

<PAGE>

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Turin, Italy, on February 20, 2003.



                                                 FIAT S.p.A.


                                                      /s/ Ferruccio Luppi
                                                      -------------------
                                                 By:  Ferruccio Luppi
                                                 Title: Chief Financial Officer




<PAGE>


                                POWER OF ATTORNEY

                  Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Paolo Vannini and James J. Kennedy,
and each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (unless
revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) to this Registration Statement to which this power of
attorney is attached, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as full to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that such attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the following persons in
the capacities indicated, on the date indicated below.

<TABLE>
<CAPTION>




                Signature                                             Title                                    Date
                ---------                                             -----                                    ----

<S>                                                 <C>                                                   <C>

            /s/ Paolo Fresco                             Director, Chairman of the Board                 February 20, 2003
------------------------------------------
              Paolo Fresco

        /s/ Franzo Grande Stevens                      Director, Vice Chairman of the Board              February 20, 2003
------------------------------------------
          Franzo Grande Stevens
                                              Director, Chief Executive Officer and Chief Operating
         /s/ Alessandro Barberis                      Officer (Principal Executive Officer)              February 20, 2003
------------------------------------------
           Alessandro Barberis

           /s/ Angelo Benessia                                      Director                             February 20, 2003
------------------------------------------
             Angelo Benessia

            /s/ Flavio Cotti                                        Director                             February 20, 2003
------------------------------------------
              Flavio Cotti

           /s/ John P. Elkann                                       Director                             February 20, 2003
------------------------------------------
             John P. Elkann

     /s/ Gabriele Galateri di Genola                                Director                             February 20, 2003
------------------------------------------
       Gabriele Galateri di Genola

       /s/ Hermann Josef Lamberti                                   Director                             February 20, 2003
------------------------------------------
         Hermann Josef Lamberti

          /s/ Virgilio Marrone                                      Director                             February 20, 2003
------------------------------------------
            Virgilio Marrone

        /s/ Felix George Rohatyn                                    Director                             February 20, 2003
------------------------------------------
          Felix George Rohatyn

            /s/ John F. Welch                                       Director                             February 20, 2003
------------------------------------------
              John F. Welch

        /s/ Daniel John Winteler                                    Director                             February 20, 2003
------------------------------------------
          Daniel John Winteler
                                            Chief Financial Officer (Principal Financial Officer and
           /s/ Ferruccio Luppi                            Principal Accounting Officer)                  February 20, 2003
------------------------------------------
             Ferruccio Luppi

          /s/ James J. Kennedy                   Authorized Representative in the United States          February 20, 2003
------------------------------------------
            James J. Kennedy
</TABLE>



<PAGE>


<TABLE>
<CAPTION>

                                  EXHIBIT INDEX
                                                                                          Sequentially
                                                                                          Numbered
Exhibit No.             Description                          Method of Filing             Page Location
-----------             -----------                          ----------------             -------------

<S>                     <C>                                  <C>                          <C>
4.1                     Provisions for the Stock Option      Filed herewith
                        Plan 2002/2

23.1                    Consent of Independent Auditors      Filed herewith

24.1                    Power of Attorney (included on       Filed herewith
                        signature page)

</TABLE>
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As filed with the Securities and Exchange Commission on February 20, 2003
                                              Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   FIAT S.p.A.
             (Exact Name of Registrant as Specified in Its Charter)

                  Italy                                  N/A
     (State or Other Jurisdiction of
      Incorporation or Organization)       (I.R.S. Employer Identification
                                                       Number)

                                 Via Nizza, 250
                                  Turin, Italy
              (Address of Registrant's Principal Executive Offices)

                      FIAT S.p.A. Stock Option Plan 2002/2
                            (Full Title of the Plan)

                             James J. Kennedy, Esq.
                    Senior Vice President and General Counsel
                          375 Park Avenue - Suite 2703
                            New York, New York 10152
                                 (212) 207-0920
           (Name, Address, and Telephone Number, Including Area Code,
                             of Agent for Service)

                                    Copy to:

                                 Arthur H. Kohn
                       Cleary, Gottlieb, Steen & Hamilton
                                One Liberty Plaza
                            New York, New York 10006
                                 (212) 225-2000

                                                    CALCULATION OF REGISTRATION FEE

===========================================================================================================================
         Title of each class of securities                     Amount to be       Proposed       Proposed       Amount of
                  to be registered                              registered         maximum        maximum      registration
                                                                                  offering       aggregate         fee
                                                                                  price per   offering price
                                                                                  share (1)         (1)
---------------------------------------------------------------------------------------------------------------------------
Ordinary Shares, par value (euro) 5 per share ("Shares")     6,100,000 Shares(2)    $12.05       $73,505,000    $6,762
---------------------------------------------------------------------------------------------------------------------------
(1)   Estimated solely for the purposes of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the
      "Act"), on the basis of an exchange rate of 1.08 U.S. Dollars per euro
      (the exchange rate quoted by Money.CNN.com on February 20, 2003) and the
      price at which the options to which such Shares are subject may be
      exercised ((euro) 11.16 per Share).

(2)   Together with an indeterminate number of Shares that may be necessary to
      adjust the number of Shares reserved for issuance pursuant to the Fiat
      S.p.A. Stock Option Plan 2002/2 as the result of a stock split, stock
      dividend or similar adjustment of outstanding Shares.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

          The following information shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents: (i) the Annual Report on Form 20-F of FIAT S.p.A.
("Fiat" or the "Registrant") for the Fiscal Year ended December 31, 2001, (ii)
all other reports filed by Fiat pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since December
31, 2001, (iii) the description of the Shares contained in Fiat's Registration
Statement on Form 20-F, dated November 1, 1998, as amended by Fiat's filing on
Form 8, dated December 22, 1998, and (iv) all documents filed by Fiat pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to a termination of the offering of
Shares offered hereby. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference, or contained in this Registration
Statement, shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Not applicable.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits

         The following documents are filed with or incorporated by reference
into this Registration Statement (numbering corresponds to Exhibit Table in Item
601 of Regulation S-K):

         4.1      Provisions for the Stock Option Plan 2002/2

         23.1     Consent of Independent Auditors

         24.1     Power of Attorney (included on signature page)

Item 9.  Undertakings.

         (a) The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange Commission (the
"Commission") by the Registrant pursuant to Section 13 or 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.

                  (2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Turin, Italy, on February 20, 2003.

                                                 FIAT S.p.A.

                                                      /s/ Ferruccio Luppi
                                                      -------------------
                                                 By:  Ferruccio Luppi
                                                 Title: Chief Financial Officer
POWER OF ATTORNEY

                  Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Paolo Vannini and James J. Kennedy,
and each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (unless
revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) to this Registration Statement to which this power of
attorney is attached, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Commission, granting to such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as full to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that such attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by each of the following persons in
the capacities indicated, on the date indicated below.
Signature                                             Title                                    Date
                ---------                                             -----                                    ----
/s/ Paolo Fresco                             Director, Chairman of the Board                 February 20, 2003
------------------------------------------
              Paolo Fresco

        /s/ Franzo Grande Stevens                      Director, Vice Chairman of the Board              February 20, 2003
------------------------------------------
          Franzo Grande Stevens
                                              Director, Chief Executive Officer and Chief Operating
         /s/ Alessandro Barberis                      Officer (Principal Executive Officer)              February 20, 2003
------------------------------------------
           Alessandro Barberis

           /s/ Angelo Benessia                                      Director                             February 20, 2003
------------------------------------------
             Angelo Benessia

            /s/ Flavio Cotti                                        Director                             February 20, 2003
------------------------------------------
              Flavio Cotti

           /s/ John P. Elkann                                       Director                             February 20, 2003
------------------------------------------
             John P. Elkann

     /s/ Gabriele Galateri di Genola                                Director                             February 20, 2003
------------------------------------------
       Gabriele Galateri di Genola

       /s/ Hermann Josef Lamberti                                   Director                             February 20, 2003
------------------------------------------
         Hermann Josef Lamberti

          /s/ Virgilio Marrone                                      Director                             February 20, 2003
------------------------------------------
            Virgilio Marrone

        /s/ Felix George Rohatyn                                    Director                             February 20, 2003
------------------------------------------
          Felix George Rohatyn

            /s/ John F. Welch                                       Director                             February 20, 2003
------------------------------------------
              John F. Welch

        /s/ Daniel John Winteler                                    Director                             February 20, 2003
------------------------------------------
          Daniel John Winteler
                                            Chief Financial Officer (Principal Financial Officer and
           /s/ Ferruccio Luppi                            Principal Accounting Officer)                  February 20, 2003
------------------------------------------
             Ferruccio Luppi

          /s/ James J. Kennedy                   Authorized Representative in the United States          February 20, 2003
------------------------------------------
            James J. Kennedy
EXHIBIT INDEX
                                                                                          Sequentially
                                                                                          Numbered
Exhibit No.             Description                          Method of Filing             Page Location
-----------             -----------                          ----------------             -------------
4.1                     Provisions for the Stock Option      Filed herewith
                        Plan 2002/2

23.1                    Consent of Independent Auditors      Filed herewith

24.1                    Power of Attorney (included on       Filed herewith
                        signature page)