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* ROSENBLUM RICHARD (Last) (First) (Middle) 850 THIRD AVENUE, SUITE 1801 (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2009	3. Issuer Name and Ticker or Trading Symbol AXION INTERNATIONAL HOLDINGS, INC. [ AXIH ]
		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)
			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	1,856,774	I	See Footnotes(1)(2)(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
Purchase Warrant	07/21/2009	07/21/2014	Common Stock	100,000	$0.9	I	By Harborview Master Fund, L.P.
Amd. and Rstd. 8.75% Convertible Debenture Due 12/31/2010	07/22/2009	(5)	Common Stock	138,000(6)	$1.25	I	By Harborview Master Fund, L.P.

1. Name and Address of Reporting Person* ROSENBLUM RICHARD (Last) (First) (Middle) 850 THIRD AVENUE, SUITE 1801 (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* HARBORVIEW MASTER FUND LP (Last) (First) (Middle) 850 THIRD AVENUE SUITE 1801 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) General Partner

1. Name and Address of Reporting Person* Harborview Advisors, LLC (Last) (First) (Middle) 850 THIRD AVENUE SUITE 1801 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Managing Member

1. Name and Address of Reporting Person* Harborview Capital Management, LLC (Last) (First) (Middle) 850 THIRD AVENUE SUITE 1801 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Managing Member

1. Name and Address of Reporting Person* STEFANSKY DAVID (Last) (First) (Middle) 850 THIRD AVENUE SUITE 1801 (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This statement is jointly filed by and on behalf of each of Harborview Master Fund, L.P. ("Harborview Master Fund"), Harborview Advisors, LLC ("Harborview Advisors"), Harborview Capital Management, LLC ("Harborview Capital Management"), Richard Rosenblum and David Stefansky. Harborview Master Fund and Harborview Capital Management are the direct beneficial owners of the securities covered by this report. Harborview Advisors is the general partner of Harborview Master Fund and may be deemed to beneficially own securities owned by Harborview Master Fund. Richard Rosenblum and David Stefansky are the controlling persons of Harborview Advisors and Harborview Capital Management and may be deemed to beneficially own securities owned by such entities.

2. Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.

3. Includes (a) 1,425,974 shares owned by Harborview Master Fund and (b) 430,800 shares owned by Harborview Capital Management.

4. Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or securities of the issuer.

5. The full principal amount is due on December 31, 2010.

6. The Amended and Restated 8.75% Convertible Debenture Due December 31, 2010 is not convertible to the extent that after giving effect to the conversion, the holder (together with its affiliates, and any other person or entity acting as a group together with such holder or any of its affiliates) would beneficially own more than 9.99% of the number of shares of the Common Stock of the issuer outstanding immediately after such conversion.

	/s/ Richard Rosenblum	03/18/2011
	Harborview Master Fund, L.P., By: Harborview Advisors, LLC, Its: General Partner, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member	03/18/2011
	Harborview Advisors, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member	03/18/2011
	Harborview Capital Management, LLC, By: /s/ Richard Rosenblum, Name: Richard Rosenblum, Title: Managing Member	03/18/2011
	David Stefansky, By: /s/ David Stefansky	03/18/2011
	** Signature of Reporting Person	Date
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