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:    Leonard Green & Partners, L.P.
Address: 11111 Santa Monica Boulevard
         Suite 2000
         Los Angeles, California  90025

13F File Number:  28-

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:      Michael Gennaro
Title:     Chief Operating Officer, LGP Management, Inc.
Phone:     310-954-0444

Signature, Place, and Date of Signing:

      /s/ Michael Gennaro     Los Angeles, CA/USA     February 16, 2010


Report Type (Check only one.):

[ X]         13F HOLDINGS REPORT.

[  ]         13F NOTICE.

[  ]         13F COMBINATION REPORT.







                              FORM 13F SUMMARY PAGE


Report Summary:

Number of Other Included Managers:         0

Form13F Information Table Entry Total:     1

Form13F Information Table Value Total:     $814,402 (thousands)


List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional managers with respect to which this report is filed, other
than the manager filing this report.

NONE






             
                                                     FORM 13F INFORMATION TABLE
                                                           VALUE  SHARES/ SH/ PUT/ INVESTMENT  OTHER       VOTING AUTHORITY
NAME OF ISSUER                 TITLE OF CLASS CUSIP     (x$1000)  PRN AMT PRN CALL DISCRETION MANAGERS   SOLE   SHARED     NONE
- ------------------------------ -------------- --------- -------- -------- --- ---- ---------- -------- -------- -------- --------
WHOLE FOODS MKT INC            COM            966837106   814402 29668574 SH         Defined           29668574        0        0

*Leonard Green & Partners, L.P. (the "Reporting Manager") is an adviser to all of the owners of the securities in the indicated
rows, and may be deemed to be part of a group of affiliated persons exercising investment discretion with respect to such
securities. Except as otherwise indicated in reports filed under such provisions, the filing of this report shall not be deemed
an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules thereunder, or for any other purpose, that the Reporting Manager or any other manager with
respect to the securities listed herein exercises investment discretion or is a member of, or is otherwise affiliated with,
such a group with respect to such securities. Reference is made, where relevant, to reports filed under Sections 13(d), 13(g)
and 16(a) of the Exchange Act for additional information with respect to such beneficial ownership and/or pecuniary interest of
the Reporting Manager, any other manager with which it may share or be deemed to share investment discretion and related entities.

The filing of this report shall not be deemed an admission, for purposes of Section 13(f), 13(d), 13(g) or 16(a) of the Exchange
Act, as amended, and the rules thereunder, or for any other purpose, that the Reporting Manager or any other person is the
beneficial owner of any securities.