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, 2012

Check here if Amendment:           |_|; Amendment Number: ____

This Amendment (Check only one):   |_| is a restatement
                                   |_| adds new holding entries.

Institutional Manager Filing this Report:

Name:     Sleep, Zakaria & CO Ltd.

Address:  1A, Burnsall Street
          London, SW3 3SR
          United Kingdom

13F File Number: 028-12054

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:   Qais Zakaria
Title:  Director
Phone:  +44 207 101 1960


Signature, Place and Date of Signing:

/s/ Qais Zakaria           London, United Kingdom           July 9, 2012
-------------------     ---------------------------      --------------------
     [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 managers(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: None


                             Form 13F SUMMARY PAGE


Report Summary:


Number of Other Included Managers:       1

Form 13F Information Table Entry Total:  4

Form 13F Information Table Value Total: $1,027,039
                                         (thousands)


List of Other Included Managers:

No.              Form 13F                                           File Number

1                The Nomad Investment Partnership L.P.              028-12449







                                             FORM 13F INFORMATION TABLE


COLUMN 1                     COLUMN  2    COLUMN 3    COLUMN 4        COLUMN 5        COLUMN 6        COLUMN 7       COLUMN 8

                             TITLE                    VALUE      SHRS OR    SH/ PUT/  INVESTMENT      OTHER      VOTING AUTHORITY
NAME OF ISSUER               OF CLASS     CUSIP       (X$1000)   PRN AMT    PRN CALL  DISCRETION      MGRS     SOLE   SHARED    NONE
--------------               ---------    ------      ---------  --------   --- ----- -----------     -----    -----  -------   ----
                                                                                               
AMAZON COM INC               COM          023135106   669,294    2,931,000  SH        SHARED-DEFINED  1        0      2,931,000 0
BERKSHIRE HATHAWAY INC DEL   CL A         084670108    83,713          670  SH        SHARED-DEFINED  1        0            670 0
COSTCO WHSL CORP NEW         COM          22160K105   164,350    1,730,000  SH        SHARED-DEFINED  1        0      1,730,000 0
LIBERTY GLOBAL INC           COM SER A    530555101   109,682    2,210,000  SH        SHARED-DEFINED  1        0      2,210,000 0





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