Tumbleweed Communications Corp - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	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(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Empire Capital Management, L.L.C.

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/26/2007

3. Issuer Name and Ticker or Trading Symbol

TUMBLEWEED COMMUNICATIONS CORP [TMWD]

(Last) (First) (Middle)

1 GORHAM ISLAND

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

WESTPORT, CT 06880

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.001 par value per share ("Common Stock")	5814951	I	See footnote ( 1 ) ( 2 ) ( 3 ) ⁽¹⁾ ⁽²⁾ ⁽³⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	The shares of Common Stock this note relates to are held directly by Empire Capital Partners, L.P. ("Empire Capital"), with respect to the 2,535,320 shares, Empire Capital Partners, Ltd. a Cayman Islands exempted company ("Offshore") as to 2,725,466 shares, Charter Oak Partners, LP a Delaware Limited Partnership ("Charter Oak") as to 459,382 shares, Charter Oak Partners II ("Charter Oak II") as to 75,595 and Charter Oak Master Fund, LP ("Charter Oak Master," and collectively with Empire Capital, Offshore, Charter Oak and Charter Oak II, "the Empire Funds") as to 19,188 shares of Common Stock directly owned by it.
( 2)	Empire Capital Management, L.L.C. (the "Investment Manager") serves as investment manager to, and has investment discretion over, the securities held by Offshore I and certain accounts owned by Charter Oak, Charter Oak II and Charter Oak Master. Empire GP, L.L.C. (the "General Partner") serves as the general partner of, and has investment discretion over, the securities held by Empire Capital. Scott Fine and Peter Richards are the managing members of the Investment Manager and the General Partner.
( 3)	The Investment Manager, the General Partner and the Empire Funds disclaim beneficial ownership of any of the Issuer's securities to which this Form 3 relates except to the extent each may be deemed to have a pecuniary interest in such securities pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Empire Capital Management, L.L.C. 1 GORHAM ISLAND WESTPORT, CT 06880		X

Signatures
Scott Fine		10/31/2007
^** 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 5(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.
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