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

                                    Form 13F
                               Form 13F COVER PAGE
Report for the Calendar Year or Quarter Ended: 3/31/2013
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:      George Soros

Address:   c/o Soros Fund Management LLC
           888 Seventh Avenue
           New York, New York 10106


Form 13F File Number: 028-10418


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 submission.

Persons Signing this Report on Behalf of Reporting Manager:

Name:   Jodye M. Anzalotta
Title:  Attorney-in-Fact (1)
Phone:  212-320-5531

Signature,  Place,  and  Date  of  Signing:

/s/ Jodye M. Anzalotta             New York, New York                 5/15/2013
---------------------------------  ---------------------------------  ----------
[Signature]                        [City, State]                      [Date]

(1) Signed pursuant to a Power of Attorney, dated as of June 26, 2009, granted
by Mr. George Soros included as an exhibit to the Schedule 13G/A filed by the
Reporting Person on November 12, 2009.

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:

13F File Number  Name

028-06420        Soros Fund Management LLC
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