The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 13F

FORM 13F COVER PAGE

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Report for the Calendar Year or Quarter Ended:09-30-2014
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:FAIRHOLME CAPITAL MANAGEMENT LLC
Address:4400 BISCAYNE BOULEVARD
9TH FLOOR
MIAMI, FL  33137
Form 13F File Number:028-06994

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:Paul R. Thomson
Title:Chief Compliance Officer
Phone:305-358-3000
Signature, Place, and Date of Signing:
/s/ Paul R. ThomsonMiamiFL11-14-2014
[Signature][City, State][Date]
For purposes of this Form 13F-HR for the third quarter of 2014, the filer is not disclosing its holdings in both Federal Home Loan Mortgage Corp and Federal National Mortgage Association, because such securities are not included on the Official List of Section 13(f) securities released by the Securities and Exchange Commission.
Report Type (Check only one.):
X13F 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:24
Form 13F Information Table Value Total:7,263,072
(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 NumberName
1028-12444FAIRHOLME FUNDS INC