Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Fortress Investment Group LLC
 2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2009		 3. Issuer Name and Ticker or Trading Symbol
Cullen Agricultural Holding Corp [CAGZ]
(Last)
(First)
(Middle)
1345 AVENUE OF THE AMERICAS		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10105		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants 10/22/2009 10/21/2013 Common Shares 2,559,500 $ 12 I See Footnote (1) (2) (3)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fortress Investment Group LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		     X    
DRAWBRIDGE SPECIAL OPPORTUNITIES ADVISORS LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		     X    
FIG Corp.
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		     X    
FIG LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		     X    
Fortress Operating Entity I LP
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		     X    
Fortress Principal Investment Holdings IV LLC
1345 AVENUE OF THE AMERICAS
NEW YORK, NY 10105		     X    

Signatures

/s/ David N. Brooks, as Authorized Signatory of Fortress Investment Group LLC 11/10/2009
**Signature of Reporting Person Date
/s/ Glenn Cummins, as Authorized Signatory of Drawbridge Special Opportunities Advisors LLC 11/10/2009
**Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of FIG Corp. 11/10/2009
**Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of FIG LLC 11/10/2009
**Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of FIG Corp., general partner of Fortress Operating Entity I LP 11/10/2009
**Signature of Reporting Person Date
/s/ David N. Brooks, as Authorized Signatory of Fortress Principal Investment Holdings IV LLC 11/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 2,303,550 Warrants by Drawbridge DSO Securities LLC, and 255,950 Warrants by Drawbridge OSO Securities LLC.
(2) Each reporting person disclaims beneficial ownership of all reported shares except to the extent of its pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 or otherwise. Fortress Operating Entity I LP ("FOE I") is the sole managing member of FIG LLC. FIG Corp. is the general partner of FOE I and FIG Corp. is wholly-owned by FIG. Drawbridge DSO Securities LLC is wholly-owned by Drawbridge Special Opportunities Fund LP. Drawbridge Special Opportunities GP LLC is the general partner of Drawbridge Special Opportunities LP. Fortress Principal Investment Holdings IV LLC ("FPIH IV") is the sole managing member of Drawbridge Special Opportunities GP LLC. Drawbridge Special Opportunities Fund Ltd. ("DSOF Ltd.") owns 100% of Drawbridge OSO Securities LLC ("DOSO"). [Footnote Continues Below]
(3) Drawbridge Special Opportunities Intermediate Fund L.P. ("DSOIF") owns 100% of DSOF Ltd. Drawbridge Special Opportunities Offshore GP LLC ("DSOO GP") is the general partner of DSOIF, and Drawbridge Special Opportunities Offshore Fund Ltd. ("DSOOF") is the sole limited partner of DSOIF. Drawbridge Special Opportunities Advisors LLC ("DSOA") is the investment advisor of DSOF Ltd., Drawbridge Special Opportunities Fund LP, DSOIF, and DSOOF. FIG LLC is the sole managing member of DSOA, and FOE I is the sole managing member of FIG LLC, DSOO GP, and FPIH IV. FIG Corp. is the general partner of FOE I, and FIG Corp. is wholly-owned by FIG.
 
Remarks:
Because no more than 10 Reporting Persons can file any one Form 3 through the SEC's EDGAR system, the Reporting Persons have filed two Form 3s with respect to Cullen Agricultural Holding Corp. on the date hereof, both of which, taken together, constitute one Form 3. Part 1 of 2.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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