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

OMB APPROVAL
OMB Number: 3235-0006
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Report for the Calendar Year or Quarter Ended: 06-30-2013
Check here if Amendment X Amendment Number: 1
This Amendment (Check only one.): X is a restatement.
   adds new holdings entries.
Institutional Investment Manager Filing this Report:
Name: Steelhead Partners LLC
Address: 333 108th Avenue NE
Suite 2010
Bellevue, WA  98004
Form 13F File Number: 028-06101

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: J. Michael Johnston
Title: Managing Member
Phone: 425-974-3788
Signature, Place, and Date of Signing:
/s/ J. Michael Johnston BellevueWA 09-24-2013
[Signature] [City, State] [Date]
We are amending our 13F Report for the quarter ending June 30, 2013 which was filed on August 14, 2013. This amendment is being filed to correct the Information Table. In the August 14, 2013 filing, our holdings entry that was listed for Resolute Forest Products, Inc. ("RFP") did not include certain number of RFP shares which were not available to the reporting manager at the time.
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: 0
Form 13F Information Table Entry Total: 113
Form 13F Information Table Value Total: 1,114,592
(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.]
NONE