Explanatory Notes  

Introduction

   This Amendment No. 3 to Schedule 13D ("Amendment No. 3 to Schedule 13D") amends and restates Amendment No. 2 to Schedule 13D filed on November 3, 2008 by the Reporting Persons (as defined in Item 2, below) ("Amendment No. 2 to Schedule 13D"), relating to their beneficial ownership of the Class A common shares, par value $0.01 per share (the "Class A Common Shares"), of Global Ship Lease, Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the "Issuer").

   This Amendment No. 3 to Schedule 13D is being filed to report a material change in the number of Class A Common Shares beneficially owned or deemed to be beneficially owned by Integrated Core Strategies (US) LLC, Millennium Management LLC and/or Israel A. Englander, as the case may be, and the percentage of class represented by such ownership since the filing of Amendment No. 2 to Schedule 13D. In addition, as of the date of this Amendment No. 3 to Schedule 13D, Cognizant Holdings, Ltd. is no longer the beneficial owner of any Class A Common Shares. Consequently, neither Millennium International Management nor Millennium International Management GP are deemed to be beneficial owners of any Class A Common Shares. In addition, Millennium Management and Mr. Englander are no longer deemed to be beneficial owners of any Class A Common Shares formerly owned by Cognizant Holdings, Ltd.

Item 1.      Security and Issuer.

   The name of the Issuer is Global Ship Lease, Inc. The address of the Issuer’s principal executive offices is c/o Portland House, Stag Place, London SW1E 5RS, United Kingdom. This Amendment No. 3 to Schedule 13D relates to the Issuer’s Class A Common Shares.

   The Issuer has also issued warrants to purchase the Issuer’s Class A Common Shares. Each warrant entitles the holder to purchase one of the Issuer’s Class A Common Shares at an exercise price of $6.00 per share ("Warrants"). The Warrants became exercisable on September 22, 2008, the date that the Issuer’s registration statement was declared effective by the Securities and Exchange Commission ("SEC"). The Warrants will expire on August 24, 2010, unless redeemed earlier by the Issuer.

Item 2.      Identity and Background.

   (a)-(c), (f).  This Amendment No. 3 to Schedule 13D is being filed by Integrated Core Strategies (US) LLC, a Delaware limited liability company ("Integrated Core Strategies").

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the general partner of the managing member of Integrated Core Strategies, and may be deemed to have shared voting control and investment discretion over securities owned by Integrated Core Strategies.

   Israel A. Englander ("Mr. Englander"), is the managing member of Millennium Management. Consequently, Mr. Englander may also be deemed to be the beneficial owner of any securities owned by Integrated Core Strategies.

   The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the securities owned by Integrated Core Strategies.

   This Amendment No. 3 to Schedule 13D is also being filed by Cognizant Holdings, Ltd., an exempted limited company organized under the laws of the Cayman Islands ("Cognizant Holdings"). As described in the Introduction (above), as of the date of this Amendment No. 3 to Schedule 13D, Cognizant Holdings is no longer the beneficial owner of any Class A Common Shares.

   Integrated Core Strategies, Cognizant Holdings, Millennium International Management, Millennium International Management GP, Millennium Management and Mr. Englander will be collectively referred to as the reporting persons ("Reporting Persons") in this Amendment No. 3 to Schedule 13D.

   The business address for Integrated Core Strategies and Mr. Englander is c/o Millennium Management LLC, 666 Fifth Avenue, New York, New York 10103. The business address for Cognizant Holdings and Millennium International Management is c/o Millennium International Management GP LLC, 666 Fifth Avenue, New York, New York 10103. The business address for Millennium Management and Millennium International Management GP is 666 Fifth Avenue, New York, New York 10103. Mr. Englander is a United States citizen.

   (d)  During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

   (e)  On December 1, 2005, Millennium Management and Mr. Englander, together with Millennium Partners, L.P. ("Millennium Partners") and certain related persons and entities, entered into settlements with the Securities and Exchange Commission ("SEC") and the Attorney General of the State of New York (the "NYAG") relating to allegations that Millennium Partners had engaged in a pattern of deceptive "market timing" of mutual fund shares in years prior to 2004 and, in the case of the settlement with the NYAG only, had failed to take adequate steps to prevent a trader from engaging in mutual fund "late trading" in violation of firm policy. The parties neither admitted nor denied the allegations or findings (except as to jurisdiction) but consented to the entry of findings. The SEC proceedings are In the Matter of Millennium Partners, L.P., et al. Securities Act Release No. 8639 (December 1, 2005), available at ww w.sec.gov. Contemporaneously, the NYAG issued an Assurance of Discontinuance relating to the claims and findings of that office.

   Neither the Reporting Persons nor any other party admitted or denied any of the allegations or findings in these matters. The remedies included disgorgement by the entities of approximately $148 million of mutual fund trading profits, civil penalties aggregating approximately $32.15 million (with approximately $30 million being paid by Mr. Englander), an administrative order to cease and desist from violations of the antifraud provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934 (the "Exchange Act"), and prophylactic relief.

Item 3.      Source and Amount of Funds or Other Consideration.

   The amount of funds used to acquire the 1,521,333 Class A Common Shares and Warrants to purchase 4,212,138 Class A Common Shares was $11,470,851 and $5,476,013, respectively, calculated on an average cost basis (excluding brokerage commissions) by account. Integrated Core Strategies effects purchases of securities primarily through margin accounts maintained for it with prime brokers, which may extend margin credit to Integrated Core Strategies as and when required to open or carry positions in the margin accounts, subject to applicable margin regulations, stock exchange rules and the prime broker’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.       Purpose of Transaction.

   The Reporting Persons are engaged in the investment business. In pursuing this business, the Reporting Persons analyze the operations, capital structure and markets of companies, including the Issuer, on a continuous basis, through analysis of documentation and discussions with knowledgeable industry and market observers and with representatives of such companies (often at the invitation of management). From time to time, one or more of the Reporting Persons may hold discussions with third parties or with management of such companies in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or capital structure of such companies as a means of enhancing shareholder value. Such suggestions or positions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act, including, without limitation, such matters as disposing of or selling all or a portion of the company or acquiring another company or business, changing operating or marketing strategies, adopting or not adopting certain types of anti-takeover measures and restructuring the Issuer’s capitalization or dividend policy.

   The Reporting Persons employ the services of a number of portfolio managers, each of whom independently employs a separate and distinct trading strategy. A portion of the securities of the Issuer held by the Reporting Persons are held in accounts of the Reporting Persons managed by portfolio managers who engage in event-, risk- or merger-arbitrage or fundamental strategies.

   Except as set forth above, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of this Amendment No. 3 to Schedule 13D. Each of the Reporting Persons may, at any time, review or reconsider its position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.

Item 5.      Interest in Securities of the Issuer.

   (a)  As of the date this filing, Integrated Core Strategies is the beneficial owner of 5,733,651 Class A Common Shares (consisting of 1,521,333 Class A Common Shares and Warrants to purchase 4,212,318 Class A Common Shares).

   Millennium Management, as the general partner of the managing member of Integrated Core Strategies, may be deemed to beneficially own the above-described Class A Common Shares beneficially owned by Integrated Core Strategies.

   Mr. Englander, as the managing member of Millennium Management, may also be deemed to beneficially own the above-described Class A Common Shares beneficially owned by Integrated Core Strategies.

   Accordingly, as of the date of this filing, Mr. Englander and Millennium Management may be deemed to be beneficial owners of 5,733,651 Class A Common Shares or 11.3% of the Issuer’s Class A Common Shares. The calculation of the foregoing percentage is on the basis of approximately 46,343,361 Class A Common Shares outstanding as of January 1, 2009, as per the Issuer’s Form 6-K dated March 5, 2009. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the Class A Common Shares owned by Integrated Core Strategies.

   (b)  Integrated Core Strategies may be deemed to hold shared power to vote and dispose of the 5,733,651 Class A Common Shares described in (a) above. Millennium Management and Mr. Englander may be deemed to hold shared power to vote and to dispose of the 5,733,651 Class A Common Shares described in (a) above. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the Class A Common Shares owned by Integrated Core Strategies.

   (c)  Transactions in the Class A Common Shares during the past 60 days: Schedule A annexed hereto lists all transactions in the Class A Common Shares by the Reporting Persons. All of the transactions in the Issuer’s Class A Commmon Shares were effected by Integrated Core Strategies in the open market.

   (d)  No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the Class A Common Shares reported in this Amendment No. 3 to Schedule 13D.

Item 6.      Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

   In connection with arrangements with Integrated Core Strategies’ prime brokers, such prime brokers are permitted to lend securities in Integrated Core Strategies’ accounts to the extent permitted by debit balances in such accounts. Integrated Core Strategies generally will not have any knowledge of the specific loans made by such prime brokers. In addition, in the ordinary course of business, Integrated Core Strategies (or its prime brokers), may borrow securities to satisfy delivery obligations arising from short sales and may lend securities to third parties and such loans generally may be recalled upon demand. However, it should be noted that shares lent by Integrated Core Strategies’ prime brokers may not be able to be recalled in advance of an applicable record date and thus, such loaned shares may not be able to be voted by Integrated Core Strategies.

   There are no other contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.      Material to Be Filed as Exhibits.

   Exhibit I:  Joint Filing Agreement, dated as of May 6, 2009, by and among Integrated Core Strategies (US) LLC, Cognizant Holdings, Ltd., Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC and Israel A. Englander.

SIGNATURE

   After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.