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* RAMIUS LLC (Last) (First) (Middle) 599 LEXINGTON AVE. 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)	993,951	I	By Ramius Enterprise Master Fund Ltd(3)
Common Stock, $.0001 par value(1)(2)	40,000	I	By Ramius Select Equity Fund LP(4)
Common Stock, $.0001 par value(1)(2)	572,075	I	By RCG Baldwin, L.P.(5)
Common Stock, $.0001 par value(1)(2)	50,000	I	By RCG PB, Ltd.(6)

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(7)(8)

1. Name and Address of Reporting Person* RAMIUS LLC (Last) (First) (Middle) 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) Other (specify below)

1. Name and Address of Reporting Person* RCG BALDWIN LP (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) Other (specify below)

1. Name and Address of Reporting Person* RAMIUS ADVISORS LLC (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) Other (specify below)

1. Name and Address of Reporting Person* RCG PB, Ltd (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) Other (specify below)

1. Name and Address of Reporting Person* RCG Crimson Partners, LP (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) Other (specify below)

1. Name and Address of Reporting Person* RCG Enterprise Ltd (Last) (First) (Middle) CITCO FUND SERVICES LIMITED CORPORATE CENTER, WEST BAY ROAD (Street) GRAND CAYMAN (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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 first 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 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). 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. Ramius Advisors, as the investment manager of Enterprise, may be deemed to beneficially own the 993,951 shares of Common Stock beneficially owned by Enterprise. Ramius LLC (Ramius), as the sole member of Ramius Advisors, may be deemed to beneficially own the 993,951 shares of Common Stock beneficially owned by Enterprise.

4. Since the filing of the initial Form 3, RCG Crimson Partners, LP, changed its name to Ramius Select Equity Fund LP (Select Equity Fund). Ramius, as general partner of Select Equity Fund, may be deemed to beneficially own the 40,000 shares of Common Stock beneficially owned by Crimson.

5. Ramius Advisors, as the general partner of RCG Baldwin, L.P. (Baldwin), may be deemed to beneficially own the 572,075 shares of Common Stock beneficially owned by Baldwin. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the 572,075 shares of Common Stock beneficially owned by Baldwin.

6. Shares of Common Stock beneficially owned by RCG PB, Ltd. (RCG PB). Ramius Advisors, as the investment advisor of RCG PB, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB. Ramius, as the sole member of Ramius Advisors, may be deemed to beneficially own the shares of Common Stock beneficially owned by RCG PB.

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

8. Each Reporting Person disclaims beneficial ownership of the Warrants except to the extent of 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.

Remarks:

	By: Ramius LLC; By: /s/ Owen S. Littman, Authorized Signatory	04/09/2008
	By: RCG Baldwin, L.P.; By: /s/ Owen S. Littman, Authorized Signatory	04/09/2008
	By: Ramius Advisors, LLC; By: /s/ Owen S. Littman, Authorized Signatory	04/09/2008
	By: RCG PB, Ltd.; By: /s/ Owen S. Littman, Authorized Signatory	04/09/2008
	By: Ramius Select Equity Fund LP; By: /s/ Owen S. Littman, Authorized Signatory	04/09/2008
	By: Ramius Enterprise Master Fund Ltd; By: /s/ Owen S. Littman, Authorized Signatory	04/09/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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