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, 2011

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:    Mark E. Schwarz
Address: Newcastle Partners, L.P.
         200 Crescent Court, Suite 1400
         Dallas, Texas 75201

Form 13F File Number: 28-11175

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:    Mark E. Schwarz
Title:   N/A
Phone:   (214) 661-7474

Signature, Place, and Date of Signing:


/s/ Mark E. Schwarz,               Dallas, Texas,                May 12, 2011
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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

      28-11174                 Newcastle Partners, L.P.
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