UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

GHL ACQUISITION CORP.

(Name of Issuer)

(AMENDMENT NO. 1)

(Title of Class of Securities)

36172H108

OCTOBER 24, 2008

     Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o		Rule 13d-1(b)
þ		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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

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Explanatory Note:

This amendment is being filed to (i) report the transfer of 4,779,900 shares held by Millenco LLC to Integrated Core Strategies (US) LLC, each of which is a wholly-owned subsidiary of the same entity, as a result of which Integrated Core Strategies may be deemed to beneficially own those shares of Common Stock; and (ii) to report other changes as set forth in this filing. See Item 4 for a description of these entities.

Item 1.

(a)		Name of Issuer
		GHL Acquisition Corp., a Delaware corporation (the “Company”).
(b)		Address of Issuer’s Principal Executive Offices:
		300 Park Avenue, 23rd Floor New York, New York 10022
Item 2(a).		Name of Person Filing
Item 2(b).		Address of Principal Business Office
Item 2(c).		Citizenship

Integrated Core Strategies (US) LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware

Millenco LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware

Cognizant Holdings, Ltd.
c/o Millennium International Management LP
650 Fifth Avenue
New York, New York 10019
Citizenship: Cayman Islands

Millennium International Management GP LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware

Millennium International Management LP
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware

Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware

Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States

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(d)		Title of Class of Securities
		common stock, par value $0.001 per share (“Common Stock”)
(e)		CUSIP Number
		36172H108

Item 3.		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

(a)	o	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	o	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership

     Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned

          As of the date of this filing, Integrated Core Strategies (US) LLC, a Delaware limited liability company (“Integrated Core Strategies”) may be deemed to be the beneficial owner of 4,779,900 shares of Common Stock. Also as of the date of this filing Millenco LLC, a Delaware limited liability company (“Millenco”) (formerly known as Millenco, L.P.), may be deemed to be the beneficial owner of 40 shares of Common Stock. Also as of the date of this filing, Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands (“Cognizant Holdings”), may be deemed to be the beneficial owner of 67,000 shares of Common Stock. Integrated Core Strategies also holds 3,342,000 warrants of the Company (“Warrants”).

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Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $7.00. Each Warrant will become exercisable on the later of the Company’s completion of a business combination and February 14, 2009, and will expire on February 14, 2013, or earlier upon redemption. In certain cases, the Warrants and Common Stock are part of the Company’s units.

     Millennium Management LLC, a Delaware limited liability company (“Millennium Management”) is the general partner of Integrated Holdings Group LP, a Delaware limited partnership (“Integrated Holding Group”), which is the managing member and 100% owner of Integrated Core Strategies and consequently may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies. Millennium Management is also the general partner of Integrated Holdings Group, which is the 100% owner of Cognizant Holdings and consequently may be deemed to have shared voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”) is the investment manager to Cognizant Holdings, and consequently may be deemed to have voting control and investment discretion over securities owned by Cognizant Holdings. Millennium International Management GP LLC, a Delaware limited liability company (“Millennium International Management GP”) is the general partner of Millennium International Management, and consequently may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium International Management. Israel A. Englander (“Mr. Englander”) is the managing member of Millennium Management and Millennium International Management GP. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management and Millennium International Management.

     The foregoing should not be construed in and of itself as an admission by Millennium Management, Integrated Holding Group, Millennium International Management, Millennium International Management GP, or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies, Millenco or Cognizant Holdings, as the case may be.

(b) Percent of Class

     9.9% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 48,500,000 shares of Common Stock outstanding as of August 4, 2008, as reported by the Company on its Form 10-Q, dated August 8, 2008.

(c)

Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:
			-0-
	(ii)		Shared power to vote or to direct the vote
			4,846,940
	(iii)		Sole power to dispose or to direct the disposition of
			-0-
	(iv)		Shared power to dispose or to direct the disposition of
			4,846,940

Item 5. Ownership of Five Percent or Less of a Class

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     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its 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.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of November 3, 2008, by and among Integrated Core Strategies (US) LLC, Cognizant Holdings, Ltd., Millenco LLC, Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.

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SIGNATURE

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

Dated: November 3, 2008

		INTEGRATED CORE STRATEGIES (US) LLC
		By:		Integrated Holding Group LP    its managing member
		By:		Millennium Management LLC    its general partner
		By:		/s/ David Nolan   Name: David Nolan
				Title: Co-President
		COGNIZANT HOLDINGS, LTD.
		By:		Millennium International Management LP, its investment manager
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Co-President
		MILLENNIUM INTERNATIONAL MANAGEMENT LP
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Co-President
		MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Executive Vice President

		MILLENCO LLC
		By:		/s/ Mark Meskin
				Name: Mark Meskin
				Title: Chief Executive Officer

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		MILLENNIUM MANAGEMENT LLC
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Co-President
		/s/ Israel A. Englander by David Nolan
		pursuant to Power of Attorney filed with SEC on June 6, 2005
		Israel A. Englander

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EXHIBIT I

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.001 per share, of GHL Acquisition Corp., a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: November 3, 2008

		INTEGRATED CORE STRATEGIES (US) LLC
		By:		Integrated Holding Group LP    its managing member
		By:		Millennium Management LLC    its general partner
		By:		/s/ David Nolan   Name: David Nolan
				Title: Co-President
		COGNIZANT HOLDINGS, LTD.
		By:		Millennium International Management LP, its investment manager
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Co-President
		MILLENNIUM INTERNATIONAL MANAGEMENT LP
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Co-President

		MILLENNIUM INTERNATIONAL MANAGEMENT GP LLC
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Executive Vice President

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		MILLENCO LLC
		By:		/s/ Mark Meskin
				Name: Mark Meskin
				Title: Chief Executive Officer
		MILLENNIUM MANAGEMENT LLC
		By:		/s/ David Nolan
				Name: David Nolan
				Title: Co-President
		/s/ Israel A. Englander by David Nolan
		pursuant to Power of Attorney filed with SEC on June 6, 2005
		Israel A. Englander