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* TENNENBAUM CAPITAL PARTNERS LLC (Last) (First) (Middle) 2951 28TH STREET SUITE 1000 (Street) SANTA MONICA CA 90405 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/09/2005	3. Issuer Name and Ticker or Trading Symbol INTERNATIONAL WIRE GROUP INC [ ITWG ]
		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, par value $0.01 per share	2,772,490	I	(1)(1)

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

1. Name and Address of Reporting Person* TENNENBAUM CAPITAL PARTNERS LLC (Last) (First) (Middle) 2951 28TH STREET SUITE 1000 (Street) SANTA MONICA CA 90405 (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* TENNENBAUM MICHAEL E (Last) (First) (Middle) 2951 28TH STREET SUITE 1000 (Street) SANTA MONICA CA 90405 (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* TENNENBAUM & CO LLC (Last) (First) (Middle) 2951 28TH STREET SUITE 1000 (Street) SANTA MONICA CA 90405 (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. 2,135,319 shares of the reported securities are owned directly by Special Value Absolute Return Fund, LLC ("SVAR"), and the remaining 637,171 shares are owned directly by Special Value Opportunities Fund, LLC ("SVOF"). By reason of (i) the position of Tennenbaum Capital Partners, LLC ("TCP") as investment advisor to SVAR and SVOF, (ii) the position of Tennenbaum & Co., LLC ("TCO") as managing member of TCP, and (iii) the position of Michael E. Tennenbaum as managing member of TCO, each of TCP, TCO, and Mr. Tennenbaum may be deemed to share the powers of voting and disposition of 2,772,490 shares of the common stock securities described herein. Each of the reporting persons described above disclaim beneficial ownership of the reported securities, except to the extent of their pecuniary interest therein.

Remarks:

	/s/David A. Hollander, under P.O.A for Michael E. Tennenbaum, as Managing Member of Tennenbaum & Co., LLC, in its capacity as Managing Member of Tennenbaum Capital Partners, LLC	08/09/2005
	David A. Hollander, under P.O.A. for Michael E. Tennenbaum	08/03/2005
	David A. Hollander, under P.O.A. for Michael E. Tennenbaum, as Managing Member of Tennenbaum & Co.	08/03/2005
	** 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).
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