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
Expires: July 31, 2015
Estimated average burden
hours per response: 23.8

Report for the Calendar Year or Quarter Ended: 06-30-2014
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: BALESTRA CAPITAL LTD.
Address: 58 WEST 40TH STREET
NEW YORK , NY10018
Form 13F File Number: 028-13493

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: Andrew Marra, CFA, CPA
Title: Chief Financial Officer
Phone: 212-768-9000
Signature, Place, and Date of Signing:
/s/ Andrew Marra New York , NY 08-01-2014
[Signature] [City, State] [Date]
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: 19
Form 13F Information Table Value Total: 617,467
(thousands)
List of Other Managers Reporting for this Manager:
[If there are no entries in this list, omit this section.]
Form 13F File Number Name

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 Number Name


SEC FORM 13F-HR

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 INFORMATION TABLE

OMB APPROVAL
OMB Number: 3235-0006
Expires: July 31, 2015
Estimated average burden
hours per response: 23.8

COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8
VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY
NAME OF ISSUER TITLE OF CLASS CUSIP (x$1000) PRN AMT PRN CALL DISCRETION MANAGER SOLE SHARED NONE
AERCAP HOLDINGS NV SHS N00985106 7,750 169,224 SH SOLE 169,224 0 0
APOLLO INVT CORP COM 03761U106 23,892 2,774,931 SH SOLE 2,774,931 0 0
BLACKROCK KELSO CAPITAL CORP COM 092533108 1,483 162,803 SH SOLE 162,803 0 0
BOEING CO COM 097023105 12,043 94,652 SH SOLE 94,652 0 0
CBS CORP NEW CL B 124857202 9,054 145,700 SH SOLE 145,700 0 0
CHEVRON CORP NEW COM 166764100 222 1,700 SH SOLE 1,700 0 0
COMCAST CORP NEW CL A 20030N101 10,736 200,000 SH SOLE 200,000 0 0
EBAY INC COM 278642103 9,762 195,000 SH SOLE 195,000 0 0
FIFTH STREET FINANCE CORP COM 31678A103 20,543 2,089,840 SH SOLE 2,089,840 0 0
GENERAL ELECTRIC CO COM 369604103 11,463 436,200 SH SOLE 436,200 0 0
GOOGLE INC CL C 38259P706 8,773 15,250 SH SOLE 15,250 0 0
ISHARES RUSSELL 2000 ETF 464287655 63,914 540,000 SH Call SOLE 540,000 0 0
SPDR GOLD TRUST GOLD SHS 78463V107 320 2,500 SH SOLE 2,500 0 0
SPDR S&P 500 ETF TR TR UNIT 78462F103 195,720 1,000,000 SH Call SOLE 1,000,000 0 0
SPDR S&P 500 ETF TR TR UNIT 78462F103 215,292 1,100,000 SH Put SOLE 1,100,000 0 0
TWENTY FIRST CENTY FOX INC CL A 90130A101 10,267 292,100 SH SOLE 292,100 0 0
VALERO ENERGY CORP NEW COM 91913Y100 6,263 125,000 SH SOLE 125,000 0 0
VANGUARD WHITEHALL FDS INC HIGH DIV YLD 921946406 225 3,400 SH SOLE 3,400 0 0
YAHOO INC COM 984332106 9,745 277,411 SH SOLE 277,411 0 0