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

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:      Kathryn A. Hall

   Address:   One Maritime Plaza, 5th Floor
              San Francisco, California 94111

   Form 13F File Number:   28-14368

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:    Kathryn A. Hall
   Title:
   Phone:   (415) 288-0544

Signature, Place and Date of Signing

/s/ Kathryn A. Hall   San Francisco, California   11/14/2011
-------------------   -------------------------   ----------
[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

Kathryn A. Hall
28-14368
Report for Period Ended:  9/30/2011

Report Summary:

   Number of Other Included Managers:                 0
   Form 13F Information Table Entry Total:            4
   Form 13F Information Table Value Total:       $91,489 (thousands)

List of Other Included Managers:

   None




                                                 FORM 13-F INFORMATION TABLE
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        COLUMN 1         COLUMN 2       COLUMN 3  COLUMN 4        COLUMN 5         COLUMN 6   COLUMN 7          COLUMN 8
                                                                                                           VOTING AUTHORITY
                         TITLE OF                   VALUE   SHRS OR   SH/  PUT/   INVESTMENT   OTHER
   NAME OF ISSUER         CLASS          CUSIP    (X$1000)  PRN AMT   PRN  CALL   DISCRETION  MANAGER   SOLE      SHARED  NONE
                                                                                                
Capitalsource, Inc.      COM           14055X102    7,546  1,228,939   SH           SOLE               1,228,939         0 0
Gap, Inc.                COM           364760108   74,734  4,601,875   SH           SOLE               4,601,875         0 0
Gartner, Inc.            COM           366651107    7,118    204,124   SH           SOLE                 204,124         0 0
Ironwood Pharmaceuticals COM Class A   46333X108    2,091    193,588   SH           SOLE                 193,588         0 0
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