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

                                    Form 13F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2013

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:      Kepos Capital LP
Address:   620 Eighth Avenue, 44th Floor
           New York, NY 10018

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:     Simon Raykher
Title:    Authorized Signatory
Phone:   (212) 588-7444

Signature, Place, and Date of Signing:



/s/ Simon Raykher        New York, NY               May 14, 2013
--------------------
     Simon Raykher

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:           1

Form 13F Information Table Entry Total:      8

Form 13F Information Table Value Total:     $214, 897
                                            (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                                Kepos Partners LLC




                                                     FORM 13F INFORMATION TABLE

                                                            VALUE     SHARES/   SH/ PUT/  INVSTMT   OTHER      VOTING AUTHORITY
NAME OF ISSUER             TITLE OF CLASS        CUSIP    (x $1000)   PRN AMT   PRN CALL  DSCRETN  MANAGERS   SOLE    SHARED  NONE
--------------             --------------        -----    ---------   -------   --- ----  -------  --------   ----    ------  -----
                                                                                             
ISHARES INC                   MSCI CHILE CAPP     464286640     182      2,800   SH        OTHER     1         2,800
ISHARES INC                   MSCI MEXICO CAP     464286822  69,563    932,600   SH        OTHER     1       932,600
ISHARES INC                   MSCI BRAZIL CAPP    464286400  65,708  1,206,100   SH        OTHER     1     1,206,100
ISHARES TR                    HIGH YLD CORP       464288513  12,888    136,600   SH        OTHER     1       136,600
MARKET VECTORS ETF TR         INDONESIA ETF       57060U753     548     17,000   SH        OTHER     1        17,000
ISHARES TR                    IBOXX INV CPBD      464287242   6,535     54,500   SH        OTHER     1        54,500
MARKET VECTORS ETF TR         RUSSIA ETF          57060U506  18,313    660,400   SH        OTHER     1       660,400
VANGUARD INDEX FDS            REIT ETF            922908553  41,161    583,600   SH        OTHER     1       583,600