As filed with the Securities and Exchange Commission on May 18, 2007
                                                  Registration No. 333-_________
================================================================================


                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549

                                         FORM S-8
                                  REGISTRATION STATEMENT
                                          UNDER
                                THE SECURITIES ACT OF 1933

                         INTERNATIONAL WIRE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)


            DELAWARE                                      43-1705942
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


                                 12 MASONIC AVE.
                                CAMDEN, NY 13316

                    (Address of Principal Executive Offices)


        INTERNATIONAL WIRE GROUP, INC. 2006 MANAGEMENT STOCK OPTION PLAN
              INTERNATIONAL WIRE GROUP, INC. 2006 STOCK OPTION PLAN
                            FOR NONEMPLOYEE DIRECTORS
                       NONQUALIFIED STOCK OPTION AGREEMENT
                              (Full Title of Plan)

                                 GLENN J. HOLLER
          SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                         INTERNATIONAL WIRE GROUP, INC.
                                 12 MASONIC AVE.
                                CAMDEN, NY 13316
                                 (314) 416-8215

                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)



                         CALCULATION OF REGISTRATION FEE
================================================================================
    Title of                         Proposed        Proposed         Amount of
   Each Class                         Maximum        Maximum        Registration
 of Securities      Amount to be   Offering Price    Aggregate          Fee
to be Registered    Registered(1)   Per Share(2)  Offering Price(2)     (2)
--------------------------------------------------------------------------------
Common Stock, par    1,625,000         $21.00       $34,125,000      $1,047.64
value $0.01 per
share
================================================================================

(1)  The securities to be registered are issuable under the International Wire
     Group, Inc. 2006 Management Stock Option Plan, the International Wire
     Group, Inc. 2006 Stock Option Plan for Nonemployee Directors and that
     certain Nonqualified Stock Option Agreement, dated August 1, 2005, by and
     between International Wire Group, Inc. and William Lane Pennington.
     Pursuant to Rule 416(a) of the General Rules and Regulations under the
     Securities Act of 1933, this Registration Statement shall cover such
     additional securities as may be offered or issued to prevent dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee. This
     registration fee has been calculated pursuant to Rule 457(h)(1) and Rule
     457(c) of the Securities Act of 1933, as amended, based upon the average of
     the bid and asked price of International Wire Group, Inc.'s Common Stock
     par value $0.01 per share on May 17, 2007 as reported by the Pink Sheet
     Electronic Quotation Service, which was $21.00.

================================================================================
================================================================================


<PAGE>


                                     PART I

                            SECTION 10(A) PROSPECTUS

            The documents containing the information specified in Part I of this
Registration Statement on Form S-8 (this "Registration Statement") will be sent
or given to participants in the International Wire Group, Inc. 2006 Management
Stock Option Plan, the International Wire Group, Inc. 2006 Stock Option Plan for
Nonemployee Directors and that certain Nonqualified Stock Option Agreement,
dated August 1, 2005, by and between International Wire Group, Inc. and William
Lane Pennington as specified by Rule 428(b)(i) under the Securities Act of 1933
(the "Securities Act"). Such documents are not required to be, and are not
being, filed by International Wire Group, Inc. with the Securities and Exchange
Commission (the "SEC"), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. Such documents, together with the documents incorporated by reference
herein pursuant to Item 3 of Part II of this Registration Statement, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

            Throughout this Registration Statement, the words "International
Wire," "we," "us," the "Company," "our," and "Registrant" refer to International
Wire Group, Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by International Wire with the SEC
pursuant to the Securities Act of 1933 and pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are incorporated by reference, as of their
respective dates, in this Registration Statement and shall be deemed to be part
hereof:

      o     International Wire's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2006 filed with the SEC on April 30, 2007;

      o     International Wire's latest Quarterly Report on Form 10-Q for the
            fiscal quarter ended March 31, 2007 filed with the SEC on May 15,
            2007;

      o     International Wire's Current Reports on Form 8-K filed with the SEC
            on February 28, 2007, March 16, 2007 and April 27, 2007; and

      o     The description of International Wire's Common Stock, par value
            $0.01 per share (the "Common Stock"), in International Wire's
            registration statement on Amendment No. 4 to Form S-1 (Registration
            No. 333-120736), filed August 2, 2005, as amended, and including any
            amendment or report filed for the purpose of updating such
            description.

            In addition, all documents filed by International Wire pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made part hereof from their
respective dates of filing (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents"); provided, however,


                                       1
<PAGE>



that the documents enumerated above or subsequently filed by International Wire
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made by this Registration Statement is in effect prior
to the filing with the Commission of International Wire's Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.

            Any statement contained herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed Incorporated Document modifies or
supersedes such statement. Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.


ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may indemnify directors and officers,
as well as other employees and individuals, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person is made a party by
reason of such person being or having been a director, officer, employee or
agent of such corporation. The DGCL provides that Section 145 does not exclude
other rights to which those seeking indemnification may be entitled under any
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

            Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payments of unlawful
dividends or unlawful stock repurchases, redemptions or other distributions or
(iv) for any transactions from which the director derived an improper personal
benefit. Article Ten of our Restated Certificate of Incorporation contains such
a provision.

            Pursuant to separate indemnification agreements with the Company,
the directors are indemnified in the event that such director was, is or becomes
a party to or witness or other participant in, or is threatened to be made a
party to or witness or other participant in, a proceeding by reason of an
indemnifiable event (as defined in the Indemnification Agreement) to the fullest
extent permitted under applicable law.




                                       2
<PAGE>



            We have obtained a policy of directors' and officers' liability
insurance that insures our directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.


ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

Exhibit No.       Description
-----------       --------------------------------------------------------------

      4.1         International Wire Group, Inc. 2006 Management Stock Option
                  Plan (incorporated by reference to the Company's Current
                  Report on Form 8-K dated May 17, 2005).

      4.2         International Wire Group, Inc. 2006 Stock Option Plan for
                  Nonemployee Directors (incorporated by reference to the
                  Company's Current Report on Form 8-K dated May 17, 2005).

      4.3         Nonqualified Stock Option Agreement, dated as of August 1,
                  2005, by and between International Wire Group, Inc. and
                  William Lane Pennington (incorporated by reference to the
                  Company's Registration Statement on Amendment No. 4 to Form
                  S-1 filed August 2, 2005).

      5.1         Legal Opinion of Weil, Gotshal & Manges LLP (filed herewith).

      23.1        Consent of Weil, Gotshal & Manges LLP (included in
                  Exhibit No. 5.1).

      23.2        Consent of PricewaterhouseCoopers LLP (filed herewith).

      23.3        Consent of Deloitte & Touche LLP (filed herewith).

      24.1        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

ITEM 9.     UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement;

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information in the
                        registration statement. Notwithstanding the foregoing,


                                       3
<PAGE>



                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement; and

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by the foregoing paragraphs is contained in periodic
            reports filed with or furnished to the Securities and Exchange
            Commission by the Registrant pursuant to Section 13 or Section 15(d)
            of the Securities Exchange Act of 1934 that are incorporated by
            reference in the Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in the Registration Statement shall be
            deemed to be a new Registration Statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities
            (other than the payment by the Registrant of expenses incurred or
            paid by a director, officer or controlling person of the Registrant
            in the successful defense of any action, suit or proceeding) is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the Registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is


                                       4
<PAGE>



            against public policy as expressed in the Securities Act of 1933 and
            will be governed by the final adjudication of such issue.
















































                                       5
<PAGE>




                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Camden, State of New York, on May 18, 2007.

                                       INTERNATIONAL WIRE GROUP, INC.

                                       By:/s/ RODNEY D. KENT
                                          ------------------
                                          Rodney D. Kent
                                          Chief Executive Officer and Director


                                POWER OF ATTORNEY

            The undersigned directors and officers hereby constitute and appoint
Rodney D. Kent, Glenn J. Holler and Donald F. DeKay, individually, with full
power to act and with full power of substitution and resubstitution, our true
and lawful attorney-in-fact with full power to execute in our name and behalf in
the capacities indicated below any and all amendments to this Registration
Statement on Form S-8 and, including post-effective amendments to this
Registration Statement on Form S-8, and to sign any and all additional
registration statements relating to the same offering of securities as this
Registration Statement on Form S-8 that are filed pursuant to the requirements
of the Securities Act of 1933, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm that such attorney-in fact or his
substitute shall lawfully do or cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities indicated as of May 18, 2007.


            SIGNATURE                         TITLE
            ---------                         -----

/s/ Rodney D. Kent                Chief Executive Officer and Director
---------------------------
Rodney D. Kent


/s/ Glenn J. Holler               Senior Vice President, ChiefFinancial Officer
---------------------------       (Principal Accounting Officer) and Secretary
Glenn J. Holler


/s/ Mark Holdsworth               Director - Chairman of the Board
---------------------------
Mark Holdsworth


/s/ William Lane Pennington       Director - Vice-Chairman of the Board
---------------------------
William Lane Pennington


/s/ Peter Blum                    Director
---------------------------
Peter Blum


/s/ David M. Gilchrist            Director
---------------------------
David M. Gilchrist


/s/ David H. Robbins              Director
---------------------------
David H. Robbins


/s/ Lowell W. Robinson            Director
---------------------------
Lowell W. Robinson


/s/ John T. Walsh                 Director
---------------------------
John T. Walsh



                                       6
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As filed with the Securities and Exchange Commission on May 18, 2007
                                                  Registration No. 333-_________
================================================================================

                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549

                                         FORM S-8
                                  REGISTRATION STATEMENT
                                          UNDER
                                THE SECURITIES ACT OF 1933

                         INTERNATIONAL WIRE GROUP, INC.
             (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                                      43-1705942
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                                 12 MASONIC AVE.
                                CAMDEN, NY 13316

                    (Address of Principal Executive Offices)

        INTERNATIONAL WIRE GROUP, INC. 2006 MANAGEMENT STOCK OPTION PLAN
              INTERNATIONAL WIRE GROUP, INC. 2006 STOCK OPTION PLAN
                            FOR NONEMPLOYEE DIRECTORS
                       NONQUALIFIED STOCK OPTION AGREEMENT
                              (Full Title of Plan)

                                 GLENN J. HOLLER
          SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND SECRETARY
                         INTERNATIONAL WIRE GROUP, INC.
                                 12 MASONIC AVE.
                                CAMDEN, NY 13316
                                 (314) 416-8215

                      (Name, Address, and Telephone Number,
                   Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
    Title of                         Proposed        Proposed         Amount of
   Each Class                         Maximum        Maximum        Registration
 of Securities      Amount to be   Offering Price    Aggregate          Fee
to be Registered    Registered(1)   Per Share(2)  Offering Price(2)     (2)
--------------------------------------------------------------------------------
Common Stock, par    1,625,000         $21.00       $34,125,000      $1,047.64
value $0.01 per
share
================================================================================

(1)  The securities to be registered are issuable under the International Wire
     Group, Inc. 2006 Management Stock Option Plan, the International Wire
     Group, Inc. 2006 Stock Option Plan for Nonemployee Directors and that
     certain Nonqualified Stock Option Agreement, dated August 1, 2005, by and
     between International Wire Group, Inc. and William Lane Pennington.
     Pursuant to Rule 416(a) of the General Rules and Regulations under the
     Securities Act of 1933, this Registration Statement shall cover such
     additional securities as may be offered or issued to prevent dilution
     resulting from stock splits, stock dividends or similar transactions.

(2)  Estimated solely for the purpose of calculating the registration fee. This
     registration fee has been calculated pursuant to Rule 457(h)(1) and Rule
     457(c) of the Securities Act of 1933, as amended, based upon the average of
     the bid and asked price of International Wire Group, Inc.'s Common Stock
     par value $0.01 per share on May 17, 2007 as reported by the Pink Sheet
     Electronic Quotation Service, which was $21.00.

================================================================================
================================================================================
PART I

                            SECTION 10(A) PROSPECTUS

            The documents containing the information specified in Part I of this
Registration Statement on Form S-8 (this "Registration Statement") will be sent
or given to participants in the International Wire Group, Inc. 2006 Management
Stock Option Plan, the International Wire Group, Inc. 2006 Stock Option Plan for
Nonemployee Directors and that certain Nonqualified Stock Option Agreement,
dated August 1, 2005, by and between International Wire Group, Inc. and William
Lane Pennington as specified by Rule 428(b)(i) under the Securities Act of 1933
(the "Securities Act"). Such documents are not required to be, and are not
being, filed by International Wire Group, Inc. with the Securities and Exchange
Commission (the "SEC"), either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. Such documents, together with the documents incorporated by reference
herein pursuant to Item 3 of Part II of this Registration Statement, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.

            Throughout this Registration Statement, the words "International
Wire," "we," "us," the "Company," "our," and "Registrant" refer to International
Wire Group, Inc.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

            The following documents filed by International Wire with the SEC
pursuant to the Securities Act of 1933 and pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") are incorporated by reference, as of their
respective dates, in this Registration Statement and shall be deemed to be part
hereof:

      o     International Wire's Annual Report on Form 10-K for the fiscal year
            ended December 31, 2006 filed with the SEC on April 30, 2007;

      o     International Wire's latest Quarterly Report on Form 10-Q for the
            fiscal quarter ended March 31, 2007 filed with the SEC on May 15,
            2007;

      o     International Wire's Current Reports on Form 8-K filed with the SEC
            on February 28, 2007, March 16, 2007 and April 27, 2007; and

      o     The description of International Wire's Common Stock, par value
            $0.01 per share (the "Common Stock"), in International Wire's
            registration statement on Amendment No. 4 to Form S-1 (Registration
            No. 333-120736), filed August 2, 2005, as amended, and including any
            amendment or report filed for the purpose of updating such
            description.

            In addition, all documents filed by International Wire pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and made part hereof from their
respective dates of filing (such documents, and the documents listed above,
being hereinafter referred to as "Incorporated Documents"); provided, however,

                                       1
that the documents enumerated above or subsequently filed by International Wire
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year
during which the offering made by this Registration Statement is in effect prior
to the filing with the Commission of International Wire's Annual Report on Form
10-K covering such year shall not be Incorporated Documents or be incorporated
by reference in this Registration Statement or be a part hereof from and after
the filing of such Annual Report on Form 10-K.

            Any statement contained herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed Incorporated Document modifies or
supersedes such statement. Any statement contained in an Incorporated Document
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

            Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

            Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may indemnify directors and officers,
as well as other employees and individuals, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with any threatened, pending or
completed actions, suits or proceedings in which such person is made a party by
reason of such person being or having been a director, officer, employee or
agent of such corporation. The DGCL provides that Section 145 does not exclude
other rights to which those seeking indemnification may be entitled under any
certificate of incorporation, bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

            Section 102(b)(7) of the DGCL permits a corporation to provide in
its certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for payments of unlawful
dividends or unlawful stock repurchases, redemptions or other distributions or
(iv) for any transactions from which the director derived an improper personal
benefit. Article Ten of our Restated Certificate of Incorporation contains such
a provision.

            Pursuant to separate indemnification agreements with the Company,
the directors are indemnified in the event that such director was, is or becomes
a party to or witness or other participant in, or is threatened to be made a
party to or witness or other participant in, a proceeding by reason of an
indemnifiable event (as defined in the Indemnification Agreement) to the fullest
extent permitted under applicable law.

                                       2
We have obtained a policy of directors' and officers' liability
insurance that insures our directors and officers against the cost of defense,
settlement or payment of a judgment under certain circumstances.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

Exhibit No.       Description
-----------       --------------------------------------------------------------

      4.1         International Wire Group, Inc. 2006 Management Stock Option
                  Plan (incorporated by reference to the Company's Current
                  Report on Form 8-K dated May 17, 2005).

      4.2         International Wire Group, Inc. 2006 Stock Option Plan for
                  Nonemployee Directors (incorporated by reference to the
                  Company's Current Report on Form 8-K dated May 17, 2005).

      4.3         Nonqualified Stock Option Agreement, dated as of August 1,
                  2005, by and between International Wire Group, Inc. and
                  William Lane Pennington (incorporated by reference to the
                  Company's Registration Statement on Amendment No. 4 to Form
                  S-1 filed August 2, 2005).

      5.1         Legal Opinion of Weil, Gotshal & Manges LLP (filed herewith).

      23.1        Consent of Weil, Gotshal & Manges LLP (included in
                  Exhibit No. 5.1).

      23.2        Consent of PricewaterhouseCoopers LLP (filed herewith).

      23.3        Consent of Deloitte & Touche LLP (filed herewith).

      24.1        Power of Attorney (included as part of the signature page to
                  this Registration Statement and incorporated herein by
                  reference).

ITEM 9.     UNDERTAKINGS.

      (a)   The undersigned Registrant hereby undertakes:

            (1)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement;

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the registration statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information in the
                        registration statement. Notwithstanding the foregoing,

                                       3
any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement; and

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        registration statement or any material change to such
                        information in the registration statement;

            provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
            apply if the information required to be included in a post-effective
            amendment by the foregoing paragraphs is contained in periodic
            reports filed with or furnished to the Securities and Exchange
            Commission by the Registrant pursuant to Section 13 or Section 15(d)
            of the Securities Exchange Act of 1934 that are incorporated by
            reference in the Registration Statement.

            (2)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new Registration Statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (3)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

      (b)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 that is
            incorporated by reference in the Registration Statement shall be
            deemed to be a new Registration Statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      (c)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities
            (other than the payment by the Registrant of expenses incurred or
            paid by a director, officer or controlling person of the Registrant
            in the successful defense of any action, suit or proceeding) is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the Registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is

                                       4
against public policy as expressed in the Securities Act of 1933 and
            will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Camden, State of New York, on May 18, 2007.

                                       INTERNATIONAL WIRE GROUP, INC.

                                       By:/s/ RODNEY D. KENT
                                          ------------------
                                          Rodney D. Kent
                                          Chief Executive Officer and Director

                                POWER OF ATTORNEY

            The undersigned directors and officers hereby constitute and appoint
Rodney D. Kent, Glenn J. Holler and Donald F. DeKay, individually, with full
power to act and with full power of substitution and resubstitution, our true
and lawful attorney-in-fact with full power to execute in our name and behalf in
the capacities indicated below any and all amendments to this Registration
Statement on Form S-8 and, including post-effective amendments to this
Registration Statement on Form S-8, and to sign any and all additional
registration statements relating to the same offering of securities as this
Registration Statement on Form S-8 that are filed pursuant to the requirements
of the Securities Act of 1933, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm that such attorney-in fact or his
substitute shall lawfully do or cause to be done by virtue thereof.

            Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and Power of Attorney has been signed by the following
persons in the capacities indicated as of May 18, 2007.

            SIGNATURE                         TITLE
            ---------                         -----

/s/ Rodney D. Kent                Chief Executive Officer and Director
---------------------------
Rodney D. Kent

/s/ Glenn J. Holler               Senior Vice President, ChiefFinancial Officer
---------------------------       (Principal Accounting Officer) and Secretary
Glenn J. Holler

/s/ Mark Holdsworth               Director - Chairman of the Board
---------------------------
Mark Holdsworth

/s/ William Lane Pennington       Director - Vice-Chairman of the Board
---------------------------
William Lane Pennington

/s/ Peter Blum                    Director
---------------------------
Peter Blum

/s/ David M. Gilchrist            Director
---------------------------
David M. Gilchrist

/s/ David H. Robbins              Director
---------------------------
David H. Robbins

/s/ Lowell W. Robinson            Director
---------------------------
Lowell W. Robinson

/s/ John T. Walsh                 Director
---------------------------
John T. Walsh

                                       6