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, 2013

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:     OVERLOOK HOLDINGS LIMITED

Address:  P.O. Box 438, Palm Grove House, Road Town

          Tortola, British Virgin Islands, VG1110

Form 13F File Number: 028-15402

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:      MICHAEL LONERGAN

Title:     DIRECTOR

Phone:     852 2912 0805

Signature, Place, and Date of Signing

/s/      MICHAEL LONERGAN          HONG KONG           MAY 13, 2013

     [Signature]                   [City, State]       [Date]

FORM 13F NOTES

The filing of this report shall not be deemed an admission, for purposes of
Section 13(f), 13(d), 13(g), or 16(a) under the Securities Exchange Act of 1934,
as amended, and the rules thereunder, or for any other purpose, that the
Reporting Manager or any other person (including Other Included Managers named
herein) is the beneficial owner of any securities.

OVERLOOK HOLDINGS LIMITED disclaims status as an institutional investment
manager and makes this filing in its capacity as the parent entity of investment
advisers.

OVERLOOK HOLDINGS LIMITED or its subsidiaries act as general partner, investment
advisers, or members of various entities and therefore may exercise investment
or voting discretion for them. OVERLOOK HOLDINGS LIMITED disclaims that it
exercises investment or voting discretion for such entities, but includes the
holdings of all such entities in this form.

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 manager(s).)

[ ] 13F COMBINATION REPORT. (Check here if a portion of the holdings for this
reporting manager is reported in this report and a portion are reported by other
reporting manager(s).)



FORM 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                3

Form 13F Information Table Entry Total:           4

Form 13F Information Table Value Total:           392,116
                                                  (thousands)

List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.

[If there are no entries in this list, state "NONE" and omit the column headings
and list entries.]

No.   Form 13F File Number         Name

1     028-15394                    OVERLOOK INVESTMENTS (BVI) LIMITED

2     028-15422                    OVERLOOK INVESTMENTS, L.P.

3.    028-15395                    OVERLOOK INVESTMENTS LIMITED








                                                                                         
COLUMN 1  COLUMN 2  COLUMN 3  COLUMN 4  COLUMN 5                      COLUMN 6      COLUMN 7              COLUMN 8
NAME OF   TITLE OF  CUSIP     VALUE     SHRS OR   SH/PRN   PUT/CALL   INVESTMENT     OTHER             VOTING AUTHORITY
ISSUER    CLASS              (X$1000)   PRN AMT                       DISCRETION    MANAGER     SOLE       SHARED         NONE
CTRIP
COMINT
INC.      ADS      22943F100   73,250   3,426,103   SH        -        DEFINED      1, 2, 3  3,426,103       0             0
GIANT
INTERACTIVE
GROUP
INC.      ADR      374511103   36,246   5,593,585   SH        -        DEFINED      1, 2, 3  5,593,585       0             0
NETEASE
INC.      ADR      64110W102  164,220   3,000,000   SH        -        DEFINED      1, 2, 3  3,000,000       0             0
Q1H00
360
TECHNOLOGY
CO. LTD.  ADS      74734M109  118,400   4,000,000   SH        -        DEFINED      1, 2, 3  4,000,000       0             0