-------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2006 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment 3) International Wire Group, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 460933104 -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-1(c) [_] Rule 13d-1(d) ---------- The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 460933104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LC Capital Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 494,710 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 494,710 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 494,710 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.95% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 460933104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Lampe, Conway & Co., LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 496,875 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 496,875 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 496,875 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.97% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO, IA CUSIP No. 460933104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Steven G. Lampe 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 496,875 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 496,875 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 496,875 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.97% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC CUSIP No. 460933104 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard F. Conway 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 496,875 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 496,875 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 496,875 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.97% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN, HC CUSIP No. 460933104 --------------------- Item 1(a). Name of Issuer: International Wire Group, Inc. ____________________________________________________________________ (b). Address of Issuer's Principal Executive Offices: 12 Masonic Avenue Camden, New York 13316 ____________________________________________________________________ Item 2(a). Name of Person Filing: LC Capital Master Fund, Ltd. Lampe, Conway & Co., LLC Steven G. Lampe Richard F. Conway ____________________________________________________________________ (b). Address of Principal Business Office, or if None, Residence: LC Capital Master Fund, Ltd. c/o Trident Fund Services (B.V.I.) Limited P.O. Box 146 Waterfront Drive Wickhams Cay Road Town, Tortola British Virgin Islands Lampe, Conway & Co., LLC Steven G. Lampe Richard F. Conway 680 Fifth Avenue Suite 1202 New York, New York 10019 ____________________________________________________________________ (c). Citizenship: LC Capital Master Fund, Ltd. - Cayman Islands exempted company Lampe, Conway & Co., LLC - Delaware limited liability company Steven G. Lampe - United States Richard F. Conway - United States ____________________________________________________________________ (d). Title of Class of Securities: Common Stock, par value $0.01 per share ____________________________________________________________________ (e). CUSIP Number: 460933104 ____________________________________________________________________ Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. (a) Amount beneficially owned: LC Capital Master Fund, Ltd. - 494,710 Lampe, Conway & Co., LLC - 496,875 Steven G. Lampe - 496,875 Richard F. Conway - 496,875 (b) Percent of class: LC Capital Master Fund, Ltd. - 4.95% Lampe, Conway & Co., LLC - 4.97% Steven G. Lampe - 4.97% Richard F. Conway - 4.97% ______________________________________________________________________ (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote LC Capital Master Fund, Ltd. - 0 Lampe, Conway & Co., LLC - 0 Steven G. Lampe - 0 Richard F. Conway - 0 (ii) Shared power to vote or to direct the vote LC Capital Master Fund, Ltd. - 494,710 Lampe, Conway & Co., LLC - 496,875 Steven G. Lampe - 496,875 Richard F. Conway - 496,875 (iii) Sole power to dispose or to direct the disposition of LC Capital Master Fund, Ltd. - 0 Lampe, Conway & Co., LLC - 0 Steven G. Lampe - 0 Richard F. Conway - 0 (iv) Shared power to dispose or to direct the disposition of LC Capital Master Fund, Ltd. - 494,710 Lampe, Conway & Co., LLC - 496,875 Steven G. Lampe - 496,875 Richard F. Conway - 496,875 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. Not Applicable Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: January __, 2009 LC CAPITAL MASTER FUND, LTD. By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Director LAMPE, CONWAY & CO., LLC* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member By: /s/ Steven G. Lampe* --------------------- Name: Steven G. Lampe By: /s/ Richard F. Conway* --------------------- Name: Richard F. Conway *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent. Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13G/A dated January 27, 2009 relating to the Common Stock, of International Wire Group, Inc. shall be filed on behalf of the undersigned. Dated: January 27, 2009 LC Capital Master Fund, Ltd. By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Director LAMPE, CONWAY & CO., LLC* By: /s/ Richard F. Conway --------------------- Name: Richard F. Conway Title: Managing Member By: /s/ Steven G. Lampe* --------------------- Name: Steven G. Lampe By: /s/ Richard F. Conway* --------------------- Name: Richard F. Conway *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. SK 02979 0001 958168