The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

FORM 13F COVER PAGE
OMB APPROVAL
OMB Number: 3235-0006
Estimated average burden
hours per response: 23.8
Report for the Calendar Year or Quarter Ended: 06-30-2014
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: MILLENNIUM MANAGEMENT LLC
Address: 666 FIFTH AVENUE
8TH FLOOR
NEW YORK, NY  10103-0899
Form 13F File Number: 028-10684

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: Robert Williams
Title: Chief Financial Officer
Phone: 212-841-4100
Signature, Place, and Date of Signing:
/s/ Robert Williams New York,  NY 08-14-2014
[Signature] [City, State] [Date]
The Institutional Investment Manager filing this report (the "Institutional Investment Manager") and the Other Managers Reporting for this Manager and the Other Included Managers described herein are affiliates, and the Other Managers Reporting for this Manager and the Other Included Managers Nos. 1 and 2 are relying advisers (as such term is used in the SEC Staff No-Action Letter addressed to the American Bar Association, Business Law Section, dated January 18, 2012) of the Institutional Investment Manager. Each of the holdings described below is held directly or indirectly by Millennium Partners, L.P. or one or more affiliated investment funds that invest a portion of their assets in Millennium Partners, L.P. Certain holdings included in this report involve discretion exercised by other relying advisers of the Institutional Investment Manager. In addition, certain holdings included in this report are reported in the holdings reports of other institutional investment managers that may be deemed to have investment discretion over such holdings, but on whose behalf the Institutional Investment Manager is not filing this report.
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:
[If there are no entries in this list, omit this section.]
Form 13F File Number Name
028-16035 BLUE ARROW CAPITAL MANAGEMENT LLC
028-12844 CATAPULT CAPITAL MANAGEMENT LLC
028-12851 DECADE CAPITAL MANAGEMENT LLC
028-13792 GREEN ARROW CAPITAL MANAGEMENT LLC
Form 13F Summary Page
Report Summary:
Number of Other Included Managers: 2
Form 13F Information Table Entry Total: 3,337
Form 13F Information Table Value Total: 36,103,041
(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.
[If there are no entries in this list, state “NONE” and omit the column headings and list entries.]
No. Form 13F File Number Name
1 028-12854 MILLENNIUM INTERNATIONAL MANAGEMENT LP
2 028-12858 MILLENNIUM GLOBAL ESTATE GP LLC