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, 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:      Tennenbaum Capital Partners, LLC
Address:   2951 28th Street, Suite 1000
           Santa Monica, California 90405

Form 13F File Number: 28-11240

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:    Paul L. Davis
Title:   Vice President, Finance
Phone:   (310) 566-1000

Signature, Place, and Date of Signing:

       /s/ Paul L. Davis         Santa Monica, California    August 14, 2009
    --------------------------   --------------------------  -----------------

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:      0
Form 13F Information Table Entry Total: 4
Form 13F Information Table Value Total: $50,236
                                        (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.

NONE



                           FORM 13F INFORMATION TABLE


                                                           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
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                               
CONEXANT SYSTEMS INC         NOTE 4.000% 3/0  207142AH3    26,426    62,300,000  PR        SOLE                62,300,000
CONSECO INC                  DBCV 3.500% 9/3  208464BH9     4,647     9,112,000  PR        SOLE                 9,112,000
GSI GROUP INC CDA            COM              36229U102       656     1,325,135  SH        SOLE                 1,325,135
ONLINE RES CORP              COM              68273G101    18,507     2,965,900  SH        SOLE                 2,965,900