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

                              Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended:  September 30, 2012
                                                ------------------

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 Donegan
Address:  11 Slingsby Place
          St Martins Courtyard
          London, WC2E 9AB
          United Kingdom

Form 13F File Number: 28-13521

     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:   Malcolm Goddard
Title:  Attorney-in-fact for Mark Donegan
Phone:  011-44-20-7968-6400

Signature, Place, and Date of Signing:

/s/ Malcolm Goddard    London, England    Otober 19, 2012
-------------------    ---------------    ---------------
[Signature]             [City, State]     [Date]

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: 28-13517
Name  Altima Partners LLP
      -------------------