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, 2011

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:        TPG Group Holdings (SBS) Advisors, Inc.
Address:     c/o TPG Global, LLC
             301 Commerce Street, Suite 3300
             Fort Worth, TX 76102

Form  13F  File  Number:
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:      Ronald Cami
Title:     General Counsel
Phone:    (817) 871-4000

   Signature, Place, and Date of Signing:

   /s/ Ronald Cami              Fort Worth, Texas          February 14, 2012
---------------------------


*TPG Group Holdings (SBS) Advisors, Inc. (the "Reporting Manager") does not
serve as adviser to all of the owners of, or have formal investment discretion
with respect to, the securities in the indicated rows, but may be deemed to be
part of a group of affiliated persons exercising investment discretion with
respect to such securities. 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.
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:     10
Form 13F Information Table Value Total:     $4,605,286
(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






Name of                           Title of       CUSIP      Value      Shares /    Sh/  Put/  Investment   Other
Issuer                              Class       Number     (x$1000)     Prn Amt    Prn  Call  Discretion  Managers
                                                                                  
Agria Corp.                     Sponsored ADR  00850H103      4,498     4,325,000  Sh         Defined*
Amyris Inc.                     Com            03236M101     37,649     3,262,450  Sh         Defined*
Armstrong World Inds. Inc. New  Com            04247X102    328,543     7,489,020  Sh         Defined*
Biocryst Pharmaceuticals        Com            09058V103      2,871     1,162,269  Sh         Defined*
CIT Group Inc.                  Com New        125581801     28,522       817,959  Sh         Defined*
Freescale Semiconductor Hldg.   Shs Old        G3727Q101  2,481,132   196,136,895  Sh         Other*
Genomic Health Inc.             Com            37244C101     35,807     1,410,273  Sh         Defined*
Graphic  Packaging  Hldg.  Co.  Com            388689101    562,997   132,158,875  Sh         Defined*
LPL Invt. Hldgs. Inc.           Com            50213H100  1,044,779    34,210,185  Sh         Defined*
Schiff Nutrition Intl. Inc.     Com            806693107     78,488     7,335,345  Sh         Defined*



Name of                         Voting Authority
Issuer                                Sole          Shared     None
                                                      
Agria Corp.                            4,325,000            0     0
Amyris Inc.                            3,262,450            0     0
Armstrong World Inds. Inc. New         7,489,020            0     0
Biocryst Pharmaceuticals               1,162,269            0     0
CIT Group Inc.                           817,959            0     0
Freescale Semiconductor Hldg.                  0  196,136,895     0
Genomic Health Inc.                    1,410,273            0     0
Graphic  Packaging  Hldg.  Co.       132,158,875            0     0
LPL Invt. Hldgs. Inc.                 34,210,185            0     0
Schiff Nutrition Intl. Inc.            7,335,345            0     0