SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* C4S & CO LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/02/2008	3. Issuer Name and Ticker or Trading Symbol Rand Logistics, Inc. [ RLOG ]
		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 of Original Filed (Month/Day/Year) 04/09/2008
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

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, $.0001 par value(1)(2)	1,656,026	I	See Footnotes(3)(4)

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: 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 (right to buy)(1)	03/03/2006	10/26/2008	Common Stock, $.0001 par value	65,415	$5	I	By Ramius Enterprise Master Fund Ltd(5)(6)(7)

1. Name and Address of Reporting Person* C4S & CO LLC (Last) (First) (Middle) 599 LEXINGTON AVENUE 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COHEN PETER A (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* STARK MORGAN B (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* STRAUSS THOMAS W (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

1. Name and Address of Reporting Person* SOLOMON JEFFREY M (Last) (First) (Middle) C/O RAMIUS LLC 599 LEXINGTON AVE., 20TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) X Other (specify below) See Explanation of Responses

Explanation of Responses:

1. Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. To enable all of the Reporting Persons to gain access to the Securities and Exchange Commission's electronic filing system (which only accepts a maximum of 10 joint filers per report), this report is the second of two identical reports relating to the same transaction being filed with the Securities and Exchange Commission.

2. Each Reporting Person disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.

3. Since the filing of the initial Form 3, RCG Enterprise, Ltd. changed its name to Ramius Enterprise Master Fund Ltd (Enterprise) and RCG Crimson Partners, LP, changed its name to Ramius Select Equity Fund LP (Select Equity Fund). As a result of a reorganization of the Reporting Persons and their affiliates, Ramius Advisors, LLC (Ramius Advisors) serves as the investment advisor of Enterprise. Select Equity Fund, RCG Baldwin, L.P. (Baldwin), Enterprise and RCG PB, Ltd. (RCG PB) beneficially own 40,000, 572,075, 993,951 and 50,000 shares of Common Stock, respectively. As the general partner of Baldwin and the investment advisor of each of RCG PB and Enterprise, Ramius Advisors may be deemed to beneficially own the 572,075, 50,000 and 993,951 shares of Common Stock owned by Baldwin, RCG PB and Enterprise, respectively.

4. (continuation of previous footnote) . As the general partner of Select Equity Fund and the sole member of Ramius Advisors, Ramius LLC (Ramius) may be deemed to beneficially own the 40,000 and 1,616,026 shares of Common Stock owned by Select Equity Fund and Ramius Advisors, respectively. As the managing member of Ramius, C4S & Co., L.L.C. (C4S) may be deemed to beneficially own the 1,656,026 shares of Common Stock owned in the aggregate by Ramius. As the managing members of C4S each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the 1,656,026 shares of Common Stock owned in the aggregate by C4S.

5. Enterprise beneficially owns 65,415 warrants convertible into Common Stock at a ratio of one warrant for one share of Common Stock (the Warrants). As the investment advisor of Enterprise, Ramius Advisors may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. As the sole member of Ramius Advisors, Ramius may be deemed to beneficially own the 65,415 Warrants owned by Enterprise.

6. Each Reporting Person disclaims beneficial ownership of the Warrants except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of the Warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

7. (continuation of previous footnote) As the managing member of Ramius, C4S may be deemed to beneficially own the 65,415 Warrants owned by Enterprise. As the managing members of C4S each of Messrs. Cohen, Stark, Solomon and Strauss may be deemed to beneficially own the 65,415 Warrants owned by Enterprise.

Remarks:

	By: C4S & Co., L.L.C., By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member	04/09/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Peter A. Cohen	04/09/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Morgan B. Stark	04/09/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Thomas W. Strauss	04/09/2008
	By: /s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon	04/09/2008
	** Signature of Reporting Person	Date
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