Apollo Management Holdings, L.P. – ‘13F-NT’ for 12/31/08

On:  Tuesday, 2/17/09, at 3:58pm ET   ·   Effective:  2/17/09   ·   For:  12/31/08   ·   Accession #:  918830-9-20   ·   File #:  28-13438

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Quarterly Holdings Notice by a Money Manager   —   Form 13F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 13F-NT      Quarterly Holdings Notice by a Money Manager           2±     6K 


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

FORM 13F

FORM 13F COVER PAGE 

Report for the Calendar Year or Quarter Ended:  Dec. 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:     Apollo Management Holdings, L.P.                                      
Address:  9 West 57th Street                                                    
New York, New York  10019                                   

Form 13F File No.:  28-____ (pending)                                           

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.        

Persons Signing this Report on Behalf of Reporting Manager:                     

Name:     Apollo Management Holdings GP, LLC                                    
Title:    General Partner of Apollo Management Holdings, L.P.               
Name:     Patricia Navis                                                        
Title:    Asst. Secretary, Apollo Management Holdings GP, LLC               
Phone:    212-515-3485                                                      

Signature, Place, and Date of Signing:                                          

Apollo Management Holdings, L.P.                                          
By:  Apollo Management Holdings GP, LLC   New York, NY  Feb. 13, 2009     
By:  Patricia Navis, Asst. Secretary      New York, NY  Feb. 13, 2009     

Report Type (Check only one):                                                   

[  ]       13F HOLDINGS REPORT.                                                 

[ X]       13F NOTICE.                                                          

[  ]       13F COMBINATION REPORT.                                              

List of Other Managers Reporting for this Manager:                              

Form 13F File Number:  28-10465                                               
Name:                  Apollo Management IV, L.P.                             

 The filing of this report shall not be deemed an admission, for
purposes of Section 13(f), 13(d), 13(g), or 16(a) under the Securities Exchange 
Act of 1934, as amended, and the rules thereunder, or for any other purpose,    
that the Manager is a member of a group with respect to any securities over     
which the Reporting Manager or other institutional investment managers named in 
the Reporting Manager's Form 13F may exercise investment discretion, or that    
the Manager or any other person is a beneficial owner of any securities.        
Reference is made to reports filed under Sections 13(d), 13(g), and 16(a)       
for additional information with respect to such beneficial ownership            
and/or pecuniary interest of the Manager, the Reporting Manager, and            
related entities.                                                               

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

Dates Referenced Herein

This ‘13F-NT’ Filing		Date		Other Filings
Filed on / Effective on:		2/17/09		None on these Dates
		2/13/09
For Period end:		12/31/08
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