UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





(Mark One)


þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For The Fiscal Year Ended December 31, 2012





OR


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Transition Period from              to





Commission File Number 000-5465


_______________


STEEL PARTNERS HOLDINGS L.P.


(Exact name of registrant as specified in its charter)


Delaware13-3727655(State of or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)590 Madison Avenue, 32ndFloorNew York, New York10,022(Address of principal executive offices)(Zip code)


Registrant's telephone number, including area code :  212-520-2300





Securities registered pursuant to Section 12(b) of the Act:





Name of each exchange onTitle of each classwhich registeredCommon units, $0 parNew York Stock Exchange





NONE





Securities registered pursuant to Section 12(g) of the Act:





Common Units, no par value





Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes  ̈ No ý


Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes  ̈ No ý


Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes ý No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during





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the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý


Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):





Large accelerated fileroNon-accelerated filerþAccelerated fileroSmaller reporting companyo





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ̈ No ý





The aggregate market value of our common units held by non-affiliates of registrant as of June 29, 2012 was approximately $244.3 million.





On March 15, 2013 , there were 30,254,539 common units outstanding.





DOCUMENTS INCORPORATED BY REFERENCE





None

















































































































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EXPLANATORY NOTE





This Amendment No. 1 to the Annual Report on Form 10-K of Steel Partners Holdings L.P. (the “Company”), amends the Company's Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission on March 21, 2013 (the “Original Form 10-K”). The Company is filing this Amendment No. 1 solely to provide Exhibit 99.3 that was not included in the Original Form 10-K.





No other changes have been made to the Original Form 10-K other than as described above. This Amendment No. 1 does not reflect subsequent events occurring after the filing date of the Original Form 10-K or modify or update in any way the disclosures made in the Original Form 10-K.





















































































































































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|Item 15. | Exhibits and Financial Statement Schedules

(a) Financial Statements*





The following financial statements of Steel Partners Holdings L.P., and subsidiaries, are included in Part II, Item 8 of this report:


Consolidated Balance Sheets as of December 31, 2012 and 2011Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010,Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010.Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010Consolidated Statements of Changes in Capital for the years ended December 31, 2012, 2011 and 2010Notes to Consolidated Financial Statements


(b) Exhibits.


The following documents are filed as exhibits hereto: Exhibit No.Description2.1Share Acquisition Agreement, dated as of April 30, 2012, by and among Steel Excel Inc., BNS Holding, Inc., SWH, Inc. and SPH Group Holdings LLC. (incorporated by reference to Exhibit 2.1 of Steel Partners Holdings L.P.'s' Current Report on Form 8-K, filed June 6, 2012).3.1Certificate of Limited Partnership (incorporated by reference to Exhibit 3.1 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).3.2Amendment to the Certificate of Limited Partnership, dated April 2, 2009 (incorporated by reference to Exhibit 3.2 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).3.3Amendment to the Certificate of Limited Partnership, dated January 20, 2010 (incorporated by reference to Exhibit 3.3 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).3.4Amendment to the Certificate of Limited Partnership, dated October 15, 2010 (incorporated by reference to Exhibit 3.4 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).3.5Third Amended and Restated Limited Partnership Agreement of Steel Partners Holdings L.P., dated as of July 14, 2009 (incorporated by reference to Exhibit 3.5 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).10.1Third Amended and Restated Management Agreement by and between Steel Partners Holdings L.P. and Steel Partners LLC, dated January 1, 2012 (incorporated by reference to Exhibit 10.1 of Steel Partners Holdings L.P.'s' Form 10-K, filed March 21, 2012).10.2License Agreement by and between Steel Partners LLC and Steel Partners Holdings L.P., dated January 1, 2009 (incorporated by reference to Exhibit 10.3 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).10.3Assignment and Assumption Agreement by and among Steel Partners II (Offshore) Ltd., WGL Capital Corp. and Steel Partners Holdings L.P., dated July 15, 2009 (incorporated by reference to Exhibit 10.4 to Amendment No. 1 of Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed January 20, 2012).10.4Second Amended and Restated Deferred Fee Agreement, dated as of October 31, 2002, as amended and restated as of January 1, 2005, and as further amended and restated as of July 15, 2009, by and between Steel Partners Holdings L.P. and WGL Capital Corp (incorporated by reference to Exhibit 10.5 to Amendment No. 1 of Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed January 20, 2012).10.5Investor Services Agreement by and among Steel Partners Holdings L.P., Steel Partners LLC and WGL Capital Corp., dated July 15, 2009 (incorporated by reference to Exhibit 10.6 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).10.6Advance Agreement by and between Steel Partners Holdings L.P. and Steel Partners II Master Fund L.P., dated June 28, 2009 (incorporated by reference to Exhibit 10.7 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).





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10.7Amended and Restated Services Agreement by and between Steel Partners Holdings L.P. and SP Corporate Services, LLC, effective as of dated July 15, 2009 (incorporated by reference to Exhibit 10.8 to Amendment No. 1 of Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed January 20, 2012).10.8Letter Agreement by and between Steel Partners Holdings L.P. and Steel Partners II GP LLC, dated July 15, 2009 (incorporated by reference to Exhibit 10.9 to Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed December 15, 2011).10.9Management Services Agreement by and between SP Corporate Services LLC and Handy & Harman Ltd. and Handy & Harman Group Ltd., dated as of January 1, 2012 (incorporated by reference to Exhibit 10.10 to Amendment No. 1 of Steel Partners Holdings L.P.'s Registration Statement on Form 10 filed January 20, 2012).10.10***Employment Agreement by and among WHX Corporation, Handy & Harman, and James McCabe, Jr. dated as of February 1, 2007 (incorporated by reference to Exhibit 10.1 of Steel Partners Holdings L.P.'s' Form 10-Q, filed May 15, 2012).10.11***Amendment to Employment Agreement by and among WHX Corporation, Handy & Harman, and James F. McCabe, Jr., effective January 1, 2009 (incorporated by reference to Exhibit 10.2 of Steel Partners Holdings L.P.'s' Form 10-Q, filed May 15, 2012).10.12***Second Amendment to Employment Agreement by and among WHX Corporation, Handy & Harman, and James F. McCabe, Jr., effective January 4, 2009 (incorporated by reference to Exhibit 10.3 of Steel Partners Holdings L.P.'s' Form 10-Q, filed May 15, 2012).10.13Fourth Amended and Restated Management Agreement by and among Steel Partners Holdings L.P., SPH Group LLC and SP General Services LLC, dated as of May 11, 2012 (incorporated by reference to Exhibit 10.4 of Steel Partners Holdings L.P.'s' Form 10-Q, filed May 15, 2012).21*Subsidiaries of Steel Partners Holdings L.P.24*Power of Attorney (included in the signature page)31.1**Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2**Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1**Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2**Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.99.1*Financial Statements of Handy & Harman Ltd.99.2*Financial Statements of Steel Excel Inc.99.3**Financial Statements of SL Industries, Inc.99.4*Financial Statements of Steel Partners II Liquidating Series Trust.Exhibit 101.INS*XBRL Instance DocumentExhibit 101.SCH*XBRL Taxonomy Extension SchemaExhibit 101.CAL*XBRL Taxonomy Extension Calculation LinkbaseExhibit 101.DEF*XBRL Taxonomy Extension Definition LinkbaseExhibit 101.LAB*XBRL Taxonomy Extension Label LinkbaseExhibit 101.PRE*XBRL Taxonomy Extension Presentation Linkbase





* Previously filed with the original Form 10-K, filed March 21, 2013.


** Filed herewith.


*** Management contract or compensatory plan or arrangement.














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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated:STEEL PARTNERS HOLDINGS L.P.April 4, 2013By:Steel Partners Holdings GP Inc.Its General Partner/s/ Warren G. LichtensteinBy:Warren G. LichtensteinExecutive Chairman


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities indicated with respect to Steel Partners Holdings GP Inc., the general partner of Steel Partners Holdings L.P., and on behalf of the registrant and on the dates indicated below by the following persons in the capacities and on the dates indicated.


By:/s/ Warren G. LichtensteinApril 4, 2013Warren G. Lichtenstein, Executive ChairmanDate(Principal Executive Officer)By:/s/ James F. McCabe, Jr.April 4, 2013James F. McCabe, Jr., Chief Financial OfficerDate(Principal Accounting Officer)By:*April 4, 2013Jack L. Howard, DirectorDateBy:*April 4, 2013Anthony Bergamo, DirectorDateBy:*April 4, 2013John P. McNiff, DirectorDateBy:*April 4, 2013Joseph L. Mullen, DirectorDateBy:*April 4, 2013General Richard I. Neal, DirectorDateBy:*April 4, 2013Allan R. Tessler, DirectorDate


*By /s/ James F. McCabe, Jr.


James F. McCabe, Jr., Attorney-in-fact