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

                                    Form 13F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 2009

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 G.P. (U.S.), L.L.C.
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: 28-11404

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         February 16, 2010
- ------------------


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     Name

     28-11402                 Noonday Asset Management, L.P.