Porta Systems Corp - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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

1. Name and Address of Reporting Person * Cheyne Capital Management (UK) LLP	2. Date of Event Requiring Statement (MM/DD/YYYY) 8/4/2008	3. Issuer Name and Ticker or Trading Symbol PORTA SYSTEMS CORP [PORT]
(Last)        (First)        (Middle) STORNAWAY HOUSE, 13 CLEVELAND ROW	4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                            ___ X ___ 10% Owner _____ Officer (give title below)          _____ Other (specify below)
(Street) LONDON, X0 SW1A 3DH        (City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)	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	7038236	I	See footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: 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

Explanation of Responses:

( 1)

The shares are held directly by Gate Systems Holdings Ltd. ("Holdings"). Cheyne Special Situations Fund L.P. (the "Fund") is the sole stockholder of Holdings. Each of Cheyne Capital Management (UK) LLP, the investment manager of the Fund (the "Manager"), and Cheyne General Partner Inc., the general partner of the Fund (together with the Manager, the "Reporting Persons") may be deemed to be the beneficial owners of the shares set forth herein. Each of the Reporting Persons disclaims beneficial interest of the shares except to the extent of its pecuniary interest therein.

Remarks: This Form 3 is being filed jointly by Cheyne General Partner Inc. with Cheyne Capital Management (UK) LLP. The address of Cheyne General Partner Inc. is Walker House, 87 Mary Street, Georgetown, Cayman Islands, KY1-9001.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cheyne Capital Management (UK) LLP STORNAWAY HOUSE 13 CLEVELAND ROW LONDON, X0 SW1A 3DH		X
Cheyne General Partner Inc WALKER HOUSE 87 MARY STREET GEORGETOWN, E9 KY1-9001		X

Signatures
/s/ Simon James, Compliance Officer, Cheyne Capital Management (UK) LLP		8/12/2008
** Signature of Reporting Person		Date
/s/ Daniele Hendry, Director, Cheyne General Partner Inc.		8/12/2008
** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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