UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

(RULE 13d - 102)

Information to be included in statements filed pursuant

to Rules 13d-1(b), (c) and (d) and amendments thereto filed

pursuant to 13d-2(b)

(AMENDMENT NO.1)*

RTI International Metals, Inc.

(Name of Issuer)

Common Shares, par value $.01

(Title of Class of Securities)

74973W107

(CUSIP Number)

December 31, 2008

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule

pursuant to which this Schedule is filed:

o   Rule 13d-1(b)

x   Rule 13d-1(c)

o   Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information

which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the Following Pages)

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Partners, LP

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

478,166

0

478,166

478,166

2.1%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LCG Select, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

97,246

0

97,246

97,246

0.4%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Spectrum, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

13,055

0

13,055

13,055

0.1%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Partners Offshore, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

830,086

0

830,086

830,086

3.6%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LCG Select Offshore, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

447,714

0

447,714

447,714

1.9%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Spectrum Offshore, Ltd.

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

86,552

0

86,552

86,552

0.4%

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Capital Group, LP

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

2,043,685

0

2,043,685

2,043,685

8.9%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Luxor Management, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

2,043,685

0

2,043,685

2,043,685

8.9%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

LCG Holdings, LLC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

588,467

0

588,467

588,467

2.6%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

CUSIP No. 74973W107

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Christian Leone

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

0

2,043,685

0

2,043,685

2,043,685

8.9%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

This statement is filed with respect to the shares of common stock (the “Common Stock”) of RTI International Metals, Inc. (the “Issuer”) beneficially owned by the Reporting Persons identified below as of December 31, 2008, and amends and supplements the Schedule 13G originally filed on August 22, 2008 (collectively, the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.

The names of the persons filing this statement on Schedule 13G are (collectively, the “Reporting Persons”):

Provide the following information regarding the aggregate number and

percentage of the class of securities of the issuer identified in Item 1.

(i) The Onshore Fund owns 478,166 shares of Common Stock.

(ii) The Select Onshore Fund owns 97,246 shares of Common Stock.

(iii) The Spectrum Onshore Fund owns 13,055 shares of Common Stock.

(iv) The Offshore Fund owns 830,086 shares of Common Stock.

 

(v) The Select Offshore Fund owns 447,714 shares of Common Stock.

(vi) The Spectrum Offshore Fund owns 86,552 shares of Common Stock.

(vii) Luxor Capital Group, as the investment manager of the Onshore Fund, the Select Onshore Fund, the Spectrum Onshore Fund, the Offshore Fund, the Select Offshore Fund and the Spectrum Offshore Fund, may be deemed to beneficially own the 1,952,819 shares of Common Stock held by them, and an additional 90,866 shares of Common Stock held in accounts that it separately manages.

(viii) Luxor Management and Mr. Leone may each be deemed to be the beneficial owners of the shares of Common Stock beneficially owned by Luxor Capital Group.

(ix) LCG Holdings may be deemed to be the beneficial owner of the shares of Common Stock held by the Onshore Fund, the Select Onshore Fund and the Spectrum Onshore Fund.

(x) Mr. Leone may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by LCG Holdings.

(xi) Collectively, the Reporting Persons beneficially own 2,043,685 shares of Common Stock.

(i) The Onshore Fund’s ownership of 478,166 shares of Common Stock represents 2.1% of all of the outstanding shares of Common Stock based on the 22,997,636 of Common Stock outstanding as of October 24, 2008 as reported in the Issuer’s Form 10-Q filed on November 5, 2008 for the period ended September 30, 2008.

(ii) The Select Onshore Fund’s ownership of 97,246 shares of Common Stock represents 0.4% of all of the outstanding shares of Common Stock.

(iii) The Spectrum Onshore Fund’s ownership of 13,055 shares of Common Stock represents 0.1% of all of the outstanding shares of Common Stock.

(iv) The Offshore Fund’s ownership of 830,086 shares of Common Stock represents 3.6% of all of the outstanding shares of Common Stock.

(v) The Select Offshore Fund’s ownership of 447,714 shares of Common Stock represents 1.9% of all of the outstanding shares of Common Stock.

(vi) The Spectrum Offshore Fund’s ownership of 86,552 shares of Common Stock represents 0.4% of all of the outstanding shares of Common Stock.

(vii) LCG Holdings’ ownership of the 588,467 shares of Common Stock represents 2.6% of all of the outstanding shares of Common Stock.

 

(viii) Luxor Capital Group’s, Luxor Management’s and Mr. Leone’s beneficial ownership of 2,043,685 shares of Common Stock represents 8.9% of all of the outstanding shares of Common Stock.

(ix) Collectively, the Reporting Persons’ beneficial ownership of 2,043,685 shares of Common Stock represents 8.9% of all of the outstanding shares of Common Stock.

Not applicable.

The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 478,166 shares of Common Stock held by the Onshore Fund.

The Select Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 97,246 shares of Common Stock held by the Select Onshore Fund.

The Spectrum Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 13,055 shares of Common Stock held by the Spectrum Onshore Fund.

The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 830,086 shares of Common Stock held by the Offshore Fund.

The Select Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 447,714 shares of Common Stock held by the Select Offshore Fund.

The Spectrum Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 86,552 shares of Common Stock held by the Spectrum Offshore Fund.

Luxor Capital Group, Luxor Management and Mr. Leone have shared power to vote or direct the vote of the 90,866 shares of Common Stock beneficially owned by Luxor Capital Group through the separate accounts it manages.

Not applicable.

 

The Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 478,166 shares of Common Stock held by the Onshore Fund.

The Select Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 97,246 shares of Common Stock held by the Select Onshore Fund.

The Spectrum Onshore Fund, Luxor Capital Group, LCG Holdings, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 13,055 shares of Common Stock held by the Spectrum Onshore Fund.

The Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 830,086 shares of Common Stock held by the Offshore Fund.

The Select Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 447,714 shares of Common Stock held by the Select Offshore Fund.

The Spectrum Offshore Fund, Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 86,552 shares of Common Stock held by the Spectrum Offshore Fund.

Luxor Capital Group, Luxor Management and Mr. Leone have shared power to dispose or direct the disposition of the 90,866 shares of Common Stock beneficially owned by Luxor Capital Group through the separate accounts it manages.

By signing below the undersigned certifies that, to the best of its or his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

 

 

 

 

 

EXHIBIT C

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Adam Miller and Elena Cimador as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of January 20, 2006.

/s/ Christian Leone

-----------------------

Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

: ss.:

COUNTY OF NEW YORK)

On January 20, 2006, before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/  Michael J. Sadler

[Notary Stamp and Seal]