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 *
  Mast Capital Management LLC
2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2008
3. Issuer Name and Ticker or Trading Symbol
INTERNATIONAL WIRE GROUP INC [ITWG]
(Last)
(First)
(Middle)
200 CLARENDON STREET, 51ST FLOOR
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)
12/23/2008
(Street)

BOSTON, MA 02116
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, $0.01 par value per share 1,463,825
I
See footnote (1)

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
Mast Capital Management LLC
200 CLARENDON STREET
51ST FLOOR
BOSTON, MA 02116
    X    
Madison Christopher B
C/O MAST CAPITAL MANAGEMENT, LLC
200 CLARENDON STREET, 51ST FLOOR
BOSTON, MA 02116
    X    
Steinberg David J.
C/O MAST CAPITAL MANAGEMENT, LLC
200 CLARENDON STREET, 51ST FLOOR
BOSTON, MA 02116
    X    
Mast Credit Opportunities I Master Fund LTD
C/O MAST CAPITAL MANAGEMENT, LLC
200 CLARENDON STREET, 51ST FLOOR
BOSTON, MA 02116
    X    
Mast OC I Master Fund L.P.
C/O MAST CAPITAL MANAGEMENT, LLC
200 CLARENDON STREET, 51ST FLOOR
BOSTON, MA 02116
    X    

Signatures

By: /s/ Christopher B. Madison, Manager of Mast Capital Management, LLC 12/30/2008
**Signature of Reporting Person Date

By: /s/ Christopher B. Madison 12/30/2008
**Signature of Reporting Person Date

By: /s/ David J. Steinberg 12/30/2008
**Signature of Reporting Person Date

By: /s/ Christopher B. Madison, Director of Mast Credit Opportunities I Master Fund Limited 12/30/2008
**Signature of Reporting Person Date

By: /s/ Christopher B. Madison, Manager of Mast Capital Management, LLC, General Partner of Mast OC I Master Fund L.P. 12/30/2008
**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) Includes 473,125 shares held by Mast OC I Master Fund L.P. (the "LP") which were inadvertently reported as being held by Mast Credit Opportunities I Master Fund Limited (the "Fund") on the reporting persons' original Form 3. Also includes 990,000 shares held by the Fund. The Fund and the LP are the direct owners of 990,000 and 473,125 shares of Common Stock of the Issuer, respectively. Mast Capital Management, LLC is the investment adviser to each of the Fund and the LP, and general partner of the LP, and Christopher B. Madison and David J. Steinberg are the managers of Mast Capital Management, LLC. Each of the Reporting Persons disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interest therein, if any.

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