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, 2011
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Check here if Amendment []; Amendment Number:
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This Amendment (Check only one.):               [] is a restatement.
                                                [] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:      Smith Management LLC
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Address:   885 Third Avenue, 34th Floor
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           New York, New York 10022
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Form 13F File Number:  028-13783
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Pursuant to a certain restructuring effective as of May 1, 2010, certain of the
securities holdings and accounts previously managed by Smith Management LLC are
now under the investment discretion of Alden Global Capital Limited ("AGCL").
AGCL has made a separate 13F filing for the September 30, 2011 reporting period.

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.

Persons Signing this Report on Behalf of Reporting Manager:

Name:   David Zales
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Title:  Vice President
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Phone:  212.888.7219
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Signature,  Place,  and  Date  of  Signing:

/s/ David Zales                    New York, New York          November 14, 2011
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[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).)



                              Form 13F SUMMARY PAGE

Report Summary:

Number of Other Included Managers:                    0

Form 13F Information Table Entry Total:               0

Form 13F Information Table Value Total:              $0
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                                          (thousands)


List of Other Included Managers:  NONE