UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~APRIL~~AUGUST 86, 2008

RATHGIBSON, INC.

(Exact name of registrant as specified in its charter)


Delaware	333-134875		22-3683283
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

475 Half Day Road, Suite 210, Lincolnshire, Illinois		60069
(Address of principal executive offices)		(Zip Code)

(847) 276-2100
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~April~~information 8,in ~~2008,~~Item ~~RathGibson, Inc~~8.01 ~~(“RathGibson”~~is orincorporated ~~the~~herein “Company”) entered into a fifth amendment to its senior secured revolving credit facility (“Revolving Credit Facility”) with General Electric Capital Corporation for which the borrowing capacity was increased by ~~$10~~reference.0 million to $90.0 million, subject to borrowing base availability. Additionally, the interest rate charged on the borrowings under the Revolving Credit Facility was increased to prime plus 1.25% or LIBOR plus 2.25%.

~~The~~Item ~~foregoing description is qualified by the Amendment No~~8. ~~5 to Credit Agreement, a copy of which is filed as Exhibit 10~~01.1 toOther ~~this Form 8-K~~Events.

On August 6, 2008, RathGibson, Inc. announced the departure of Harley Kaplan from his position effective as of August 6, 2008 of Chairman and CEO. A copy of the announcement is attached hereto as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following ~~exhibits~~exhibit ~~are~~is furnished herewith:

1099.1* ~~Amendment~~Release ~~No. 5 to Credit Agreement,~~ dated asAugust ~~of April 8~~6, 2008~~, by and among RathGibson, Inc~~., the other persons designated as “Credit Parties” on the signature pages thereof, the financial institutions who are or thereafter become parties to the Agreement as Lenders, and General Electric Capital Corporation, as the initial L/C Issuer and as Agent.

2 * Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RATHGIBSON, INC.
	/s/ Barry C. Nuss
	Barry C. Nuss
	Chief Financial Officer
Date: April 11, 2008
Date: August 11, 2008

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