UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 13 F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2013

Check here if Amendment [ ]; Amendment Number:
                                                -------
    This Amendment (check one only): [ ] is a restatement.
                                     [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:        Cook & Bynum Capital Management, LLC
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Address:     820 Shades Creek Parkway, Suite 2450
             ------------------------------------
             Birmingham AL 35209
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Form 13F File Number: 028-14833

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:        David A. Hobbs
             ------------------------------------
Phone:       205-533-8400
             ------------------------------------

Signature, Place and Date of Signing:

/s/ David A. Hobbs              Birmingham, AL             May 13, 2013
------------------             ---------------          -----------------
   [Signature]                  [City, State]                [Date]

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).)

List of Other Managers Reporting for this Manager:
None





                             FORM 13F SUMMARY PAGE


Report Summary:

Number of Other Included Managers:            0
                                              ------------
Form 13F Information Table Entry Total:       5
                                              ------------
Form 13F Information Table Value Total:       $141,923
                                              ------------
                                              (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



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


                           FORM 13F INFORMATION TABLE




            COLUMN 1      COLUMN 2     COLUMN 3  COLUMN 4       COLUMN 5         COLUMN 6        COLUMN 7           COLUMN 8
                                                                                                                VOTING AUTHORITY
          ISSUER NAME    CLASS TITLE    CUSIP     VALUE    SHRS OR    SH/  PUT/  INVESTMENT       OTHER      SOLE     SHARED  NONE
                                                 (X$1000)  PRN AMT    PRN  CALL  DISCRETION      MANAGERS
                                                                                                   
BERKSHIRE HATHAWAY INC.  COM (CL B)   084670702  $22,319     214,190  SH         SHARED-DEFINED  NONE         214,190      -     -
THE COCA-COLA COMPANY        COM      191216100  $33,121     819,010  SH         SHARED-DEFINED  NONE         819,010      -     -
MICROSOFT CORPORATION        COM      594918104  $38,791   1,356,000  SH         SHARED-DEFINED  NONE       1,356,000      -     -
THE PROCTER & GAMBLE
  COMPANY                    COM      742718109  $12,168     157,900  SH         SHARED-DEFINED  NONE         157,900      -     -
WAL-MART STORES, INC.        COM      931142103  $35,525     474,740  SH         SHARED-DEFINED  NONE         474,740      -     -