13F-HR 1 y68405e13fvhr.txt 13F-HR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 13F FORM 13F COVER PAGE Report for the Calendar Year or Quarter Ended: September 30, 2004 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: Chieftain Capital Management, Inc. Address: 12 East 49th Street, New York, New York 10017 Form 13F File Number: 28-1658 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: Thomas D. Stern Title: Managing Director Phone: (212) 421-9760 Signature, Place, and Date of Signing: /s/ Thomas D. Stern New York, New York November 8, 2004 ------------------------------ 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: 7 Form 13F Information Table Value Total: $ 3,066,022 (thousands) 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. NONE FORM 13F INFORMATION TABLE

COLUMN 1 COLUMN 2 COLUMN 3 COLUMN 4 COLUMN 5 COLUMN 6 COLUMN 7 COLUMN 8 -------- -------- -------- -------- ------------------- -------- -------- ------------------------ TITLE OF VALUE SHRS OR SH/ PUT/ INVESTMENT OTHER VOTING AUTHORITY NAME OF ISSUER CLASS CUSIP (x $1000) PRN AMT PRN CALL DISCRETION MANAGERS SOLE SHARED NONE -------------- ----- ----- --------- ------- --- ---- ---------- -------- ---- ------ ---- COMCAST CORP NEW CL A SPL 20030N 20 0 712,926 25,534,612 SH SOLE 25,534,612 UNITEDHEALTH COM 91324P 10 2 549,869 7,456,868 SH SOLE 7,456,868 GROUP INC LABORATORY CORP COM NEW 50540R 40 9 549,787 12,575,173 SH SOLE 12,575,173 AMER HOLDINGS CAREMARK RX INC COM 141705 10 3 433,915 13,530,258 SH SOLE 13,530,258 IRON MTN INC PA COM 462846 10 6 419,741 12,400,034 SH SOLE 12,400,034 SHAW COMMUNI- CL B 82028K 20 0 212,697 12,751,623 SH SOLE 12,751,623 CATIONS INC ENCANA CORP COM 292505 10 4 187,087 4,040,753 SH SOLE 4,040,753