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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1. Name and Address of Reporting Person *   CCMP Capital, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 02/10/2010 3. Issuer Name and Ticker or Trading Symbol GENERAC HOLDINGS INC. [GNRC] (Last) (First) (Middle) 245 PARK AVENUE 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 10167 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) Common Stock, par value $0.01 per share 39,907,438 D (1)   Common Stock, par value $0.01 per share 24,195,367 D (2)   Common Stock, par value $0.01 per share 3,225,209 D (3)   Common Stock, par value $0.01 per share 12,477,487 D (4)   Common Stock, par value $0.01 per share 9,375 I See footnote (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CCMP Capital, LLC 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
CCMP Capital Investors II, L.P. 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
CCMP Capital Investors (Cayman) II, L.P. 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
CCMP Capital Associates, L.P. 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
CCMP Capital Associates GP, LLC 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
CCMP Generac Co-Invest, L.P. 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
CCMP Generac Co-Invest GP, LLC 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â
Brenneman Greg Dean 245 PARK AVENUE NEW YORK, NY 10167	Â	  X	Â	Â

Signatures

CCMP Capital, LLC /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
CCMP Capital Investors II, L.P. By: CCMP Capital Associates, L.P., its general partner By: CCMP Capital Associates GP, LLC /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
CCMP Capital Investors (Cayman) II, L.P. By: CCMP Capital Associates, L.P., its general partner By: CCMP Capital Associates GP, LLC, its general partner /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
CCMP Capital Associates, L.P., By: CCMP Capital Associates GP, LLC, its general partner /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
CCMP Capital Associates GP, LLC /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
CCMP Generac Co-Invest, L.P. By: CCMP Generac Co-Invest GP, LLC, its general partner /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
CCMP Generac Co-Invest GP, LLC /s/ Timothy Walsh, Managing Director		02/10/2010
**Signature of Reporting Person		Date
/s/ Greg D. Brenneman		02/10/2010
**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)	See Exhibit 99.
(2)	The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Capital Investors.
(3)	The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by CCMP Cayman.
(4)	The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Generac Co-Invest.
(5)	The amount shown represents the beneficial ownership of shares of the Issuer's common stock owned by Stephen Murray, Timothy Walsh and Stephen McKenna, which were issued to each of them in their capacity as directors of the Issuer, because CCMP Capital may be deemed to have voting and dispositive power over such shares as a result of the contractual arrangements among the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital, which provide that these 9,375 shares are to be held for the benefit of the CCMP Funds and these shares are to be voted or disposed of at the direction of CCMP Capital.
  Remarks: Exhibit List Exhibit 99

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