Harbinger Holdings, LLC, Managing Member

Harbinger Holdings, LLC, Managing Member

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 13F

Form 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: December 31, 2010

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Check here if Amendment [ ]: Amendment Number:

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This Amendment (Check only one): | | is a restatement

| | adds new holdings entries

Institutional Investment Manager Filing this Report:

Name: Harbinger Capital Partners Special Situations GP, LLC

Address: 450 Park Avenue, 30th Floor

New York, NY 10022

Form 13F File Number: 028-12357

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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:

By: Harbinger Holdings, LLC, Managing Member

Name: Philip Falcone

Title: Managing Member

Phone: 212-339-5888

Signature, Place and Date of Signing:

/s/ Philip Falcone New York, New York February 14, 2011

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[Signature] [City, State] [Date]

Report Type (Check only one):

| | 13F HOLDINGS 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 manager(s).)

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.

No. Form 13F File Number Name

1 028-13483 Harbinger Holdings, LLC

http://secwatch.com/harbinger-capital-partners-special-situations-gp-llc/13fnt/initial-quarterly-form-13f-not/2011/2/14/7574985