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

                                   FORM 13F
                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: June 30, 2012

Check here if Amendment [X]: Amendment Number: 2

   This Amendment (Check only one):   [_] is a restatement
                                      [X] adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:    The Toronto-Dominion Bank
Address: Toronto Dominion Bank Tower
         Toronto-Dominion Centre
         P.O. Box 1
         Toronto, Ontario M5K 1A2, Canada


Form 13F File Number: 28-11527

This 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:    Norie Campbell
Title:   Executive Vice President
Phone:


Signature, Place, and Date of Signing:

/S/ Norie Campbell    Toronto, Ontario    December 17, 2012
--------------------  ------------------  ------------------
   [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 is reported by
    other reporting manager(s).)

List of Other Managers Reporting for this Manager:

Form 13F File Number           Name
28-05929                       TD Asset Management USA Inc.
28-05987                       TD Asset Management Inc.
28-11451                       TD Securities (USA) LLC

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                             FORM 13F SUMMARY PAGE


Report summary:


Number of Other Included Managers:                                  1

Form 13F Information Table Entry Total:                             5

Form 13F Information Table Value Total: Table Value Total (x$1000): $31,462

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      28-11512                     TD Securities Inc.



Form 13F-HR

             Name of reporting Manager The Toronto - Dominion Bank



                                                                            Item6:                            Item 8:
                                                                     Investment Discretion           Voting Authority (Shares)
                         Item 2:           Item 4:  Item 5:                  (b)           Item 7:
                          Title   Item 3:   Fair   Shares or               Shared-   (c)   Managers
Item 1:                    of      CUSIP   Market  Principal         (a)     As    Shared-   See
Name of Issuer            Class   Number    Value   Amount           Sole  Defined  other  Instr. V (a) Sole (b) Shared (c) None
--------------           ------- --------- ------- --------- ------- ----  ------- ------- -------- -------- ---------- --------
                                                                                    
COEUR DALENE MINES CORP    COM   192108504     67     3,800  SH CALL       SH_DEF             1                 3,800
PRECISION DRILLING CORP    COM   74022D308     82    12,100  SH            SH_DEF             1                12,100
PRECISION DRILLING CORP    COM   74022D308    378    55,600  SH      SOLE                            55,600
SUNCOR ENERGY INC (NEW)    COM   867224107 23,909   826,819  SH      SOLE                           826,819
VERMILION ENERGY INC       COM   923725105  7,026   155,600  SH CALL       SH_DEF             1               155,600