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

                                   Form 13F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2012

 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:     Charles Stewart Mott Foundation
Address:  503 S. Saginaw Street
          Flint, MI 48302-1820

Form 13F File Number: 28-05859

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:   Phillip H. Peters
Title:  Secretary/Treasurer
Phone:  (810) 238-5651

Signature, Place, and Date of Signing:

/s/ Phillip H. Peters      Flint, MI                 7/26/12
-------------------------  ------------------------  -------------------------
[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
[If there are no entries in this list, omit this section.]

Form 13F File Number           Name

-----------------------------  -----------------------------------

    [Repeat as necessary.]



                                   FORM 13F
                                 SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                 0
Form 13F Information Table Entry Total:            1
Form 13F Information Table Value Total:      $18,128
                                         (thousands)

List of Other Included Managers: NONE

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
      ________    28-_______________           ___________________________

      [Repeat as necessary.]



FORM 13F INFORMATION TABLE



     Column 1           Column 2    Column 3  Column 4     Column 5      Column 6  Column 7      Column 8
-------------------  -------------- --------- -------- ---------------- ---------- -------- -------------------
                                               Value   Shrs or sh/ put/ Investment  Other     Voting Authority
Name of Issuer       Title of Class  Cusip    (x$1000) Prn Amt prn call Discretion Managers  Sole   Shared None
-------------------  -------------- --------- -------- ------- --- ---- ---------- -------- ------- ------ ----
                                                                          
ISHARES S&P TR       S&P MIDCAP 400 464287507  18,128  192,500 sh       Sole                192,500

                                               18,128