.......................... OMB Approval .......................... OMB Number: 3235-0006 Expires: August 31, 2012 Estimated average burden hours per response....23.5 .......................... UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 13F FORM 13F COVER PAGE Report for the Calendar Year or Quarter Ended: September 30, 2010 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: Noonday Asset Management, L.P. Address: 401 North Tryon Street Suite 1000 Charlotte, NC 28202 c/o Farallon Capital Management, L.L.C. One Maritime Plaza Suite 2100 San Francisco, California 94111 Form 13F File Number: 28-11402 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 C. Wehrly Title: Authorized Signatory Phone: (415) 421-2132 Signature, Place, and Date of Signing: /s/ Mark C. Wehrly ___________________________ San Francisco, California November 15, 2010 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 are 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: 5 Form 13F Information Table Entry Total: 3 Form 13F Information Table Value Total: $68,346 (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. No. Form 13F File Number Name 1 28-03896 Farallon Capital Management, L.L.C. 2 28-06372 Farallon Partners, L.L.C. 3 28-11404 Noonday G.P. (U.S.), L.L.C. 4 28-11719 Noonday Asset Management LLP 5 28-11716 Noonday Asset Management Asia Pte. Ltd. FORM 13F INFORMATION TABLE VALUE SHARES/ SH/ PUT/ INVSTMT OTHER VOTING AUTHORITY NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DSCRETN MANAGERS SOLE SHARED NONE - -------------------- -------------- --------- ------------ ------------ --- ---- ------- -------- ----- ------ -------- CF INDS HLDGS INC COM 125269100 31,515 330,000 SH OTHER 01-04 330,000 CF INDS HLDGS INC COM 125269100 31,515 330,000 SH PUT OTHER 01-04 330,000 GLG PARTNERS INC COM 37929X107 5,316 1,181,300 SH OTHER 01-04 1,181,300