FORM 4
[ ] 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 *

Ward Charles
2. Issuer Name and Ticker or Trading Symbol

Sapphire Industrials Corp. [ FYR ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O SAPPHIRE INDUSTRIALS CORP., 30 ROCKEFELLER PLAZA, 62ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

3/5/2008
(Street)

NEW YORK, NY 10020
(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, Par Value $0.001 Per Share   (1) 3/5/2008     D    40000   D   (1) 266667   D    

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
Founder Warrants   (1) $7.50   3/5/2008           40000      (2)   (2) Common Stock, Par Value $0.001 Per Share   40000     (1) 266667   D    

Explanation of Responses:
( 1)  As reported on the Reporting Person's Form 3 filed on January 17, 2008, the Reporting Person owned 306,667 founder units ("Founder Units") of Sapphire Industrials Corp (the "Issuer"), each consisting of one share of common stock, par value $0.001 per share ("Common Stock") and one warrant ("Founder Warrants"). Each Founder Warrant entitles the holder to purchase one share of Common Stock for $7.50 per share. The 40,000 shares of Common Stock and the 40,000 Founder Warrants reported on this Form 4 comprise 40,000 Founder Units that were redeemed by the Issuer at $0.00625 per unit pursuant to the terms of the Initial Unit Subscription Agreement between the Reporting Person and the Issuer, dated as of October 2, 2007.
( 2)  The Founder Warrants (i) will become exercisable after the consummation of an initial business combination if and when the last sales price of the Common Stock exceeds $13.50 per share for any 20 trading days within any 30-trading day period beginning 90 days following the initial business combination, (ii) will not be redeemable by the Issuer as long as they are held by Lazard Funding Limited LLC or the Issuer's directors, or their permitted transferees, and (iii) will not expire until the fifth anniversary of the date of the registration statement relating to the initial public offering of the Issuer's securities.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ward Charles
C/O SAPPHIRE INDUSTRIALS CORP.
30 ROCKEFELLER PLAZA, 62ND FLOOR
NEW YORK, NY 10020
X



Signatures
/s/ Donald G. Drapkin, as Attorney-in-Fact for Charles G. Ward 3/5/2008
** 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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