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

FORM 13F

FORM 13F COVER PAGE

Report for the Calendar Quarter Ended: December 31, 2008

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:     Lee M. Bass
Address:  201 Main Street, Suite 3200
          Fort Worth, Texas 76102

Form 13F File Number:  28-4380

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 Report Manager:

Name:     Ardon E. Moore
Title:    Attorney-in-Fact for Lee M. Bass (1)
Phone:    817/390-8400

Signature, Place, and Date of Signing:

/s/ Ardon E. Moore        Fort Worth, Texas    February 12, 2009

(1) A power of attorney authorizing Ardon E. Moore to act on behalf of
Lee M. Bass has been filed with the Commission.

Report Type (Check only one.):

[X]  13F HOLDINGS REPORT.

[ ]  13F NOTICE.

[ ]  13F COMBINATION REPORT.

I AM SIGNING THIS REPORT AS REQUIRED BY THE SECURITIES EXCHANGE ACT OF 1934.



FORM 13F SUMMARY PAGE


Report Summary:

Number of Other Included Managers:       0

Form 13F Information Table Entry Total:  1

Form 13F Information Table Value Total:  $4,240      (thousands)

Information with respect to which the Institutional Investment Manager is
requesting confidential treatment has been omitted and filed separately
with the Securities and Exchange Commission.

List of Other Included Managers:
NONE






FORM 13F INFORMATION TABLE

                    TITLE OF           VALUE   SHARES/   SH/   PUT/   INVSTMNT   OTHR    VOTING AUTHORITY
NAME OF ISSUER       CLASS   CUSIP   (X$1000)  PRN AMT   PRN   CLL    DISCRETN   MGRS   SOLE   SHRD     NONE
                                                     
HUMAN GENOME
 SCIENCES INC        COM   444903108    4240   2000000   SH               Sole       2000000

Information with respect to which the Institutional Investment Manager is
requesting confidential treatment has been omitted and filed separately
with the Securities and Exchange Commission.