EXHIBIT 4.1


                                                              September 12, 2002







       Dear  Mr./Mrs. ....................







       On September 12, 2002 the Board of Directors of Fiat S.p.A. has adopted a
       grant cycle of the Stock Option Plan pursuant to which managers of Fiat
       Group may be granted options to purchase Fiat ordinary shares.


       This decision aims at reaffirming the objectives of strengthening the
       retention of Management and involving it in the results of the Fiat
       Group.


       Insofar as the attribution of the rights to the employees is concerned,
       the objective criteria used to designate them are governed by the level
       of responsibility exercised, the results coming from the Management
       Review process and the performance evaluation.


       We are pleased to notify you that you will participate in this grant.


       For such purpose you will find attached the individual document that
       grants the options, including the applicable Provisions.

       We call your attention to the fact that your participation in the Plan is
       subject to the return of the copy of the individual grant document, duly
       signed for acceptance and agreement.


       Confident that you will appreciate this initiative we send best regards.


       Fiat S.p.A.


       The Chairman                     The Chief Executive  Officer




       (Paolo Fresco)                    (Gabriele Galateri)



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                                                             September 12, 2002.


Individual form for granting of the Options



Grantee  :      ..........................................



On September 12, 2002 the Board of Directors of Fiat S.p.A. adopted a resolution
to enact a new grant cycle of Fiat Stock Option Plan reserved for specifically
designated managers of Fiat Group Companies which assigns the right to purchase
Fiat ordinary shares within September 12, 2010 (Purchase Options 2002/2).


In relation to said resolution we notify you that you will be granted:




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             N. ........................... Purchase Options 2002/2

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These Purchase Options 2002/2 can be exercised within the periods and with the
terms and conditions included in the Provisions that are an integral and
substantive part of this form and are incorporated herein for reference.

It is understood and agreed that any taxes or social contributions that may
result from the granting or holding of the Purchase Options 2002/2 or from the
subsequent purchase or sale of the shares are your exclusive responsibility and
shall be entirely borne by you, as per the applicable law.




The granting of said Options is subject to your accepting and completing this
form.


For this purpose you shall transmit to Fiat a copy of this form, duly signed for
acceptance and agreement:




a)   in box 1 for the number of options granted to you, for the accuracy of your
     personal data and for the authorization for us to utilize such data in
     accordance with applicable privacy law;




b)   in box 2 for the overall contents of the above mentioned Provisions and
     specifically for certain terms and conditions.


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BOX  1

First name............................................  Last name  ............

Employing company..............................................................

Country of residence..............................Citizenship..................

Identification numb. (tax id / ss/health reg.)

................................................................................

Company address................................................................

Residence :                    Country  .......................................

                                                       City....................

                                                       Postal code ............

                                                       Street & no.............

Place and date of birth........................................................


I hereby declare to accept the number of Purchase Options 2002/2 granted to me
and acknowledge the following facts:

-    That Fiat S.p.A. is appointed as "user" and guarantees that the above
     personal data is collected and shall be utilized only for the purpose of
     enacting the Provisions of Purchase Options 2002/2 included in this form.
-    The data will be maintained by Fiat S.p.A. and be subject to manual or data
     processing procedures, all in the respect of the law and in keeping with
     best standards of security and confidentiality.
-    It is not possible for Fiat S.p.A. to implement these Provisions for me and
     grant me the Purchase Options 2002/2 without using the above data.
-    Under Italian Law my privacy rights are protected by art. 13 of Law
     6754/96.


Date ........................               Signature  .........................
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<PAGE>

PROVISIONS OF THE  " STOCK PURCHASE OPTIONS 2002/2" PLAN



       FOREWORD


       The following provisions cover the management of the September 2002 cycle
       of the stock option plan (hereinafter called the Stock Purchase Options
       2002/2) pursuant to which options (hereinafter called Purchase Options
       2002/2) will be granted to purchase Fiat S.p.A. ordinary shares
       (hereinafter called the Shares), to specifically identified Managers
       (hereinafter called the Grantees) of Fiat S.p.A. (hereinafter called
       Fiat) and of the subsidiaries of Fiat consolidated on a line by line
       basis or, even if excluded from line by line consolidation under the
       applicable law, certain other Fiat Group companies of particular
       importance (hereinafter both called Subsidiaries).

       The terms and conditions of these provisions must be considered in their
       entirety and are therefore not applicable separately or individually to
       the Grantees.



1)       PURPOSE

       The Stock Purchase Options 2002/2 provides for the granting of Purchase
       Options 2002/2 to purchase Shares from treasury stock, at a price of Euro
       11.16 per share, pursuant to the resolution of the Fiat S.p.A. Board of
       Directors dated September 12, 2002.


       The number of shares and their purchase price may vary, in accordance
       with the provisions of Section 7 hereof, related to any changes in the
       capital stock of Fiat duly authorized during the terms of the Purchase
       Options 2002/2 described herein.



       2) GRANTEES


       The Grantees of the Purchase Options 2002/2 are those managers that, on
       September 12, 2002, have the following qualifications:


       -        are employed, on an indefinite time basis (or a appointment
                believed of strategic importance on behalf of the Fiat Group,
                hereinafter called "Appointment"), by Fiat or by a Subsidiary of
                Fiat or have received an irrevocable job offer, on an indefinite
                time basis, that is positively concluded prior to December 31,
                2002;

       -        have been  highlighted  as managers of  particular  interest
                for the Group and for which  stronger retention is needed.


       A listing of the Grantees meeting such requirements was prepared and
       certified by the Chairman and by the Managing Director (CEO) of Fiat.



       3) GRANTING AND ACCEPTANCE OF THE PURCHASE OPTIONS 2002/2


       The granting of the Purchase Options 2002/2 is effective when the Grantee
       receives the individual document specifying the number of Purchase
       Options 2002/2 he or she is granted.

       The acceptance of the granting of the Purchase Options 2002/2 and of
       these terms and conditions is effective when the copy of the above
       individual document is executed by the Grantee and delivered to FIAT.




       4) CRITERIA FOR THE GRANTING OF THE PURCHASE OPTIONS 2002/2

       The number of Options 2002/2 offered to each individual Grantee will be
       determined by the Board of Directors of Fiat at its sole discretion.





       5) PURCHASE OPTIONS 2002/2 AND THEIR RESTRICTIONS


       The Purchase Options 2002/2 give each Grantee the right to purchase the
       number of Shares indicated in the individual grant document at the price,
       terms and conditions indicated in these Provisions.

       The Purchase Options 2002/2 to be granted shall be an individual right of
       the Grantee, and are not transferable in any manner and not available to
       the Grantee until the date of exercise except as provided for in Section
       6 c) hereof, in case of death of the Grantee.

       In consideration of the above non-availability, the Purchase Options
       2002/2 do not constitute, as far as Italian applicable law, income or a
       benefit and are not considered as direct or indirect compensation for the
       work performed by the Grantee for Fiat or for one of its Subsidiaries.



       6) TIME PERIOD DURING WHICH THE PURCHASE OPTIONS 2002/2 SHALL BE
          EXERCISED


       The Purchase Options 2002/2 may be exercised, in tranches determined by
       the Grantee, commencing from September 12, 2003 to September 12, 2010. In
       each of the first four years following the grant the number of options
       exercised cannot exceed, on a cumulative basis, 25% of the total number
       of Purchase Options 2002/2 granted.

       Consequently the exercise of all options will be permitted only after
       September 12, 2006.


       The Purchase Options 2002/2 may be exercised at any time during the year
       except for the following periods:

       -   between January 1 of each year and the date on which the results of
           Fiat, even if preliminary (dati preconsuntivi), for the preceding
           year are publicly announced;

       -   between the fifteenth (15th) day before the calling of the
           Stockholders' Meeting that approves the financial statements of the
           preceding year and the date on which the results of Fiat for the
           first half of the current year are publicly announced.

       Purchase Options 2002/2 not exercised before September 12, 2010 shall
       expire in all respects and be of no further effect whatsoever.

       Furthermore, before September 12, 2010:


       a)     the Purchase Options 2002/2 that have become exercisable but have
              not yet been effectively exercised shall terminate for all
              purposes in any of the following events:

       -      immediately upon termination of the employment of the Grantee,
              for cause;

       -      in all other instances of termination (hence also the expiration
              of the appointment) with Fiat or a Subsidiary, except for
              intra-group transfers or the assignement of a new appointment, 30
              (thirty) calendar days after the official date of termination,
              irrespective of any notice period;

       -      in the  instance of the  employer  company of the Grantee loosing
             its status as a  Subsidiary,  30 calendar days after such event.


       b)     the Purchase Options 2002/2 which have not yet become exercisable
              will terminate for all purposes at the time of occurrence of any
              of the following events:

       -      the  employment or the  appointment of the Grantee is terminated
              for any reason  whatsoever  except, however, for intra-group
              transfers or new appointments;

       -      the employer Company of the Grantee looses its status as
              Subsidiary.


       c)     In case of death of the Grantee, the Purchase Options 2002/2 that
              have not yet become exercisable shall terminate for all purposes
              effective on the date of death.

           The Purchase Options 2002/2 which, although exercisable have not yet
           been exercised at the date of death shall be exercisable, as provided
           herein but no later than September 12, 2010, as described above, by
           those that are entitled to do so under the applicable inheritance
           laws.

           It shall however be required that persons claiming the above right
           must establish it by providing the applicable and valid proof of
           their right and evidence of appropriate probate or other testamentary
           proceedings being opened with specification of date and place.




       7) PRICE OF THE SHARES

       The purchase price of Shares, 11.16 Euro, is the average of the official
       prices recorded on the Stock Exchange during the daily sessions of the
       month preceding September 12, 2002, namely the date of granting of the
       Purchase Options 2002/2.

       This price shall change only if the structure of the capital stock of
       Fiat is modified. In such case the change in price will be determined by
       applying to the price of the shares calculated as above the adjustment
       factor determined by the AIAF (Italian Association of Financial Analysts)
       or, if not available, by Borsa Italiana S.p.A.

       In case of free capital increase, through stock distribution or bundling
       or stock splits of the Fiat Shares, the price and number of the Shares
       purchasable under the Purchase Options 2002/2 granted will vary
       proportionally.


       8) EXERCISE OF THE PURCHASE OPTIONS 2002/2

       Once this Plan has been put into effect, but in no event later than the
       termination of the related right set forth in Section 6 hereof, the
       Grantee may exercise, subject to provisions of Section 6, in whole or in
       part, the Purchase Options 2002/2 granted to him or to her. The Grantee
       shall carry this into effect by communicating in writing to Fiat, on a
       specifically designated form, the date on which he or she intends to
       exercise the Options and assumes the obligation to pay the required
       amounts within the dates indicated.




       9) AVAILABILITY OF THE SHARES

       The Shares shall be made available to the Grantee in a share account
       ("Conto Titoli") in his or her name on the day the agreed payment for the
       Shares is made.

       The Grantee who has exercised his or her Options and purchased the Shares
       may at any time (even at the same time of the exercise of the Purchase
       Options 2002/2) request that such Shares be:

       -      sold, or

       -      transferred to any other financial intermediary ("Intermediario")
              of his or her   choice.





       10) GOVERNING LAW AND JURISDICTION ON CONTROVERSIES


       These Provisions, the granting and acceptance of the Purchase Options
       2002/2, the purchase of the Shares, and the related procedures and any
       related or connected rights or obligations whatsoever shall be governed
       by and interpreted under the laws of the Republic of Italy.

       Any controversy of any kind or character related to or connected with the
       contents of these Provisions shall be resolved under the exclusive
       jurisdiction of the Courts of Turin, Italy.





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      BOX  2


      I hereby accept and agree with the contents and the terms and conditions
      of the Provisions


      THE GRANTEE

      Signature                    .............................................


      I specifically approve and accept the contents of the Provisions of Stock
      Purchase Options 2002/2 under articles 2) Grantees ; 5) Purchase Options
      2002/2 and their restrictions; 6) Terms, lapsing and termination of
      Purchase Options 2002/2; 7) Changes in the number and in the price of
      shares that may be purchased; 10) Governing law and jurisdiction on
      controversies.


      THE GRANTEE

      Date ...........................       Signature .........................

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