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: ValueAct Holdings, L.P.
Address: ONE LETTERMAN DRIVE
BUILDING D, 4TH FLOOR
SAN FRANCISCO , CA94129
Form 13F File Number: 028-13172

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: George F. Hamel, Jr.
Title: Chief Operating Officer
Phone: 415-362-3700
Signature, Place, and Date of Signing:
/s/ George F. Hamel, Jr. San Francisco , CA 08-14-2014
[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.)
  13F NOTICE. (Check here if no holdings reported are in this report, and all holdings are reported by other reporting manager(s).)
X 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: 14
Form 13F Information Table Value Total: 13,529,238
(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
028-12033 ValueAct Capital Management, L.P.

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
1 028-12033 ValueAct Capital Management, L.P.


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
ADOBE SYSTEMS INC COM 00724F101 1,777,170 24,560,116 SH SOLE 1 24,560,116 0 0
ALLISON TRANSMISSION HOLDING COM 01973R101 560,584 18,025,204 SH SOLE 1 18,025,204 0 0
ARMSTRONG WORLD INDUSTRIES COM 04247X102 155,061 2,700,000 SH SOLE 1 2,700,000 0 0
CBRE GROUP INC CL A 12504L109 1,030,594 32,165,849 SH SOLE 1 32,165,849 0 0
DRESSER-RAND GROUP INC COM 261608103 277,761 4,358,408 SH SOLE 1 4,358,408 0 0
EXPEDITORS INTL WASH INC COM 302130109 39,981 905,364 SH SOLE 1 905,364 0 0
KAR AUCTION SERVICES INC COM 48238T109 25,612 803,628 SH SOLE 1 803,628 0 0
MICROSOFT CORP COM 594918104 3,095,668 74,236,642 SH SOLE 1 74,236,642 0 0
MOTOROLA SOLUTIONS, INC COM NEW 620076307 1,924,380 28,907,623 SH SOLE 1 28,907,623 0 0
MSCI INC COM 55354G100 428,298 9,341,288 SH SOLE 1 9,341,288 0 0
ROCKWELL COLLINS INC COM 774341101 938,594 12,011,700 SH SOLE 1 12,011,700 0 0
TWENTY-FIRST CENTURY FOX CL B 90130A200 91,157 2,663,083 SH SOLE 1 2,663,083 0 0
VALEANT PHARMACEUTICALS INTE COM 91911K102 2,386,679 18,923,877 SH SOLE 1 18,923,877 0 0
WILLIS GROUP HOLDINGS PLC SHS G96666105 797,699 18,422,600 SH SOLE 1 18,422,600 0 0