FORM 4
[ X ] 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
                                                                                  
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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 *

KNOTT DAVID M 		2. Issuer Name and Ticker or Trading Symbol

CORGI INTERNATIONAL LTD [ CRGI ] 		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)

485 UNDERHILL BLVD, STE 205 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/26/2008
(Street)

SYOSSET, NY 11791-3419
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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   12/26/2008     S    12600   D $.14   298366   I   By Knott Partners, L.P.   (1) (3)
Common Stock   12/26/2008     S    8400   D $.14   199783   I   By Shoshone Partners, L.P.   (1) (3)
Common Stock   12/26/2008     S    18400   D $.14   435716   I   By Knott Partners Offshore Managed Fund   (1) (3)
Common Stock                  2216   I   By Mulsanne Partners, L.P.   (1) (3)
Common Stock   12/26/2008     S    600   D $.14   13550   I   By Managed Account A   (2) (3)
Common Stock                  10766   I   By Managed Account B   (2) (3)
Common Stock                  34450   I   By Managed Account C   (2) (3)
Common Stock   (4) 12/29/2008     S    162000   D $0.09   136366   I   By Knott Partners, L.P.   (1) (3)
Common Stock   (4) 12/29/2008     S    108500   D $0.09   91283   I   By Shoshone Partners, L.P.   (1) (3)
Common Stock   (4) 12/29/2008     S    236506   D $0.09   199210   I   By Knott Partners Offshore Managed Fund   (1) (3)
common stock                  2216   I   By Mulsanne Partners, L.P.   (1) (3)
Common Stock   (4) 12/29/2008     S    7400   D $0.09   6150   I   By Managed Account A   (2) (3)
Common Stock                  10766   I   By Managed Account B   (2) (3)
Common Stock                  34450   I   By Managed Account C   (2) (3)

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)  The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P. , Knott Partners Offshore Master Fund, L.P. and Mulsanne Partners, L.P., and (ii) the managing general partner of Knott Partners, L.P.
( 2)  The securities identified in this row are held by a managed account for which Dorset Management Corporation provides portfolio management services. The Reporting Person is the President and sole director of Dorset Management Corporation.
( 3)  As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities represented in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in the securities represented in this entry as a result of its performance-related fee. Except with respect to Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P. and each of the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.
( 4)  The sale price reported in Column 4 of Table I for transactions occurring on December 29, 2008 represents the weighted average sale price of $0.0895 for two open market sales made through a broker-dealer on that date, one for a total of 214,406 securities at $0.0968 and one for a total of 300,000 securities at $0.0842. The Reporting Person will, upon request by the staff of the U.S. Securities and Exchange Commission, the issuer of such securities, or a security holder of the issuer, provide full information regarding the number of such securities sold at each separate price.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KNOTT DAVID M
485 UNDERHILL BLVD
STE 205
SYOSSET, NY 11791-3419
X


Signatures
/s/ David M. Knott 12/29/2008
** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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