Stamford Industrial Group, Inc. - Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * KANDERS WARREN B	2. Issuer Name and Ticker or Trading Symbol Stamford Industrial Group, Inc. [ STMF.PK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) C/O KANDERS & COMPANY, INC., ONE LANDMARK SQUARE, 22ND FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 9/11/2008
(Street) STAMFORD, CT 06901 (City)        (State)        (Zip)	4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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, par value $0.0001 per share	9/5/2008		J (1)		230790	A	$2.20   (2)	8545871   (3)	I	By Kanders & Company, Inc.
Common Stock, par value $0.0001 per share								5628300   (4)	I	By Olden Acquisition LLC

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
( 1)	Shares of common stock issued to Kanders & Company, Inc. ("Kanders & Co."), whose sole stockholder is Warren B. Kanders, pursuant to the terms of the consulting agreement by and between the Issuer and Kanders & Co. dated September 22, 2006 (the "Consulting Agreement").
( 2)	Pursuant to the Consulting Agreement, the shares of common stock are valued at the weighted average price of the Issuer's common stock for the 2007 fiscal year.
( 3)	Consists of (i) 230,790 shares of common stock reported in this statement; (ii) 41,081 shares of common stock previously issued to Kanders & Co. pursuant to the terms of the Consulting Agreement; and (iii) 8,274,000 shares of common stock previously issued to Kanders & Co. pursuant to the terms of the Equity Compensation Agreement dated September 22, 2006. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.
( 4)	Consists of the 5,628,300 shares of common stock issuable upon conversion of the 2% ten-year Convertible Subordinated Note, due April 21, 2014 to Olden Acquisition LLC, a Delaware limited liability company ("Olden"), whose sole manager is Warren B. Kanders. The Reporting Person disclaims beneficial ownership of the securities described in this statement, except to the extent of his individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KANDERS WARREN B C/O KANDERS & COMPANY, INC. ONE LANDMARK SQUARE, 22ND FLOOR STAMFORD, CT 06901	X	X
Kanders & Company, Inc. ONE LANDMARK SQUARE, 22ND FLOOR STAMFORD, CT 06901		X
Olden Acquisition LLC ONE LANDMARK SQUARE, 22ND FL. STAMFORD, CT 06901		X

Signatures
Warren B. Kanders By: /s/ Warren B. Kanders		9/15/2008
** Signature of Reporting Person		Date
Kanders & Company, Inc. By: /s/ Warren B. Kanders, President		9/15/2008
** Signature of Reporting Person		Date
Olden Acquisition LLC By: /s/ Warren B. Kanders, Sole Manager		9/15/2008
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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