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

                                    FORM 13F

                               FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2010

Check here if Amendment |_|; Amendment Number:
  This Amendment (Check only one.): |_| is a restatement.
                                    |_| adds new holdings entries.

Institutional Investment Manager filing this Report:

Name:    Steel Partners Holdings L.P.
Address: 590 Madison Avenue, 32nd Floor
         New York, New York 10022

Form 13F File Number: 28-

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:    Sanford Antignas
Title:   Chief Operating Officer of Steel Partners Holdings L.P.
Phone:   212-520-2300

Signature, Place, and Date of Signing:

                /s/ Sanford Antignas, New York, NY, August 16, 2010

Report Type (Check only one):

|_|  13F HOLDINGS REPORT.  (Check here if all holdings of this reporting manager
     are reported in this report.)

|X|  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).)

List of Other Managers Reporting for this Manager:

        Form 13F File Number       Name

        28-10766                   Warren G. Lichtenstein