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

                                    Form 13F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: September 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:     Eric Rosenfeld
Address:  c/o Crescendo Partners II, L.P.
          777 Third Avenue, 37th Floor
          New York, New York 10017

Form 13F File Number: 28-13838

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:     Eric Rosenfeld
Title:    N/A
Phone:    212-319-7676

Signature, Place, and Date of Signing:

          /s/ Eric Rosenfeld, New York, NY, November 15, 2012

Report Type (Check only one):

|_|   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).)

|X|   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
    --------------------              ---------------------------
    28-13837                          Crescendo Partners II, L.P.



                             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:            $1,606
                                             ------------
                                              (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

         COLUMN 1                COLUMN 2     COLUMN 3   COLUMN 4        COLUMN 5         COLUMN 6   COLUMN 7        COLUMN 8
--------------------------    --------------  ---------  --------  --------------------   --------  ---------- ---------------------
                                                                                                                 VOTING AUTHORITY
                                                          VALUE      SHRS OR   SH/ PUT/  INVESTMENT   OTHER    ---------------------
      NAME OF ISSUER          TITLE OF CLASS    CUSIP    ($1,000)    PRN AMT   PRN CALL  DISCRETION  MANAGERS  SOLE    SHARED   NONE
      --------------          --------------    -----    --------    -------   --- ----  ----------  --------  ---------------------
                                                                                                
BAKER MICHAEL CORP            COM             057149106    545       22,822    SH        OTHER          0      0     22,822      0
DESTINATION MATERNITY CORP    COM             25065D100    171        9,155    SH        OTHER          0      0      9,155      0
ITT CORPORATION               COM NEW         450911201    605       30,000    SH        OTHER          0      0     30,000      0
TUPPERWARE  BRANDS CORP       COM             899896104    285        5,300    SH        OTHER          0      0      5,300      0