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, 1999
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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:    Cascade Investment L.L.C.
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Address: 2365 Carillon Point
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         Kirkland, WA 98033
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Form 13F File number: 28-

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:    Michael Larson
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Title:   Manager
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Phone:   (425) 803-0720
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Signature, Place, and Date of Signing

/s/ Michael Larson            Kirkland, Washington             November 12, 1999
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    [Signature]                  [City, State]                      [Date]

Report Type (Check only one.):

[ ]     13F HOLDING REPORT. (Check here if all holdings of this reporting
        manager are reported in this report.)

[X]     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 managers(s).)

List of Other Managers Reporting for this Manager:

                Form 13F File Number    Name



                28-                     Michael Larson
                [Repeat as necessary.]