FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * JLF OFFSHORE FUND LTD   2. Issuer Name and Ticker or Trading Symbol Manitex International, Inc. [MNTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O GOLDMAN SACHS (CAYMAN) TRUST,, 45 MARKET STREET, SUITE 3307 3. Date of Earliest Transaction (Month/Day/Year) 02/02/2009 (Street) CAMANA BAY, GRAND CAYMAN, E9 KY1-1103 4. If Amendment, Date 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 (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/02/2009   S   1,420,260 D $ 0.85 0 D (1)   Common Stock 02/02/2009   S   0 D $ 0 0 I Footnote (2) Common Stock 02/02/2009   S   1,095,610 D $ 0.85 0 D (3)   Common Stock 02/02/2009   S   0 D $ 0 0 I Footnote (4) Common Stock 02/02/2009   S   82,567 D $ 0.85 0 I Footnote (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
JLF OFFSHORE FUND LTD C/O GOLDMAN SACHS (CAYMAN) TRUST, 45 MARKET STREET, SUITE 3307 CAMANA BAY, GRAND CAYMAN, E9 KY1-1103		X
JLF PARTNERS I, L.P. 6682 LOS ARBOLEDAS RANCHO SANTA FE, CA 92067		X
FEINBERG JEFF C/O JLF ASSET MANAGEMENT, LLC 6682 LOS ARBOLEDAS RANCHO SANTA FE, CA 92067		X

Signatures

JLF Offshore Fund, Ltd., By: /s/ Jeffrey L. Feinberg, as Managing Member of JLF Asset Management, L.L.C., its investment manager		02/04/2009
**Signature of Reporting Person		Date
JLF Partners I, L.P., By: /s/ Jeffrey L. Feinberg, as Managing Member of JLF Asset Management, L.L.C., its management company		02/04/2009
**Signature of Reporting Person		Date
/s/ Jeffrey L. Feinberg (+)		02/04/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	These securities are held in the account of JLF Offshore Fund, Ltd. (the "Fund").
(2)	These securities are held in the account of the Fund. Jeffrey Feinberg has investment discretion over these securities by virtue of his position in the investment manager of the Fund.
(3)	These securities are held in the account of JLF Partners I, L.P. (the "Partnership").
(4)	These securities are held in the account of the Partnership. Jeffrey Feinberg has investment discretion over these securities by virtue of his position in the management company of the Partnership.
(5)	These securities are held in the account of a private investment vehicle over which Jeffrey Feinberg has investment discretion by virtue of his position in the management company of said entity.
Remarks: + This Reporting Person hereby disclaims beneficial ownership over the securities reported in this Form 4 except to the  extent of his pecuniary interest therein.  This report shall not be deemed an admission that this Reporting Person is the  beneficial owner of such securities for purposes of the Securities Exchange Act of 1934, as amended, or for any other  purpose.

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