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 *

RAMIUS LLC 		2. Issuer Name and Ticker or Trading Symbol

DigitalFX International Inc [ DGFX.OB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

599 LEXINGTON AVENUE, 21ST FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/10/2009
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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   (1) 3/10/2009     S    1900   D $0.09   4235539   I   By Portside Growth and Opportunity Fund   (2)
Common Stock, par value $0.001   (1) 3/11/2009     S    25000   D $0.0904   4210539   I   By Portside Growth and Opportunity Fund   (2)

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

Explanation of Responses:
( 1)  Each Reporting Person may be deemed to be a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding shares of Common Stock. Each Reporting Person (other than Portside Growth and Opportunity Fund) disclaims beneficial ownership of the shares of Common Stock reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such shares of Common Stock for purposes of Section 16 or for any other purpose.
( 2)  Shares of Common Stock beneficially owned by Portside Growth and Opportunity Fund ("Portside\"). Ramius LLC, as the investment manager of Portside, may be deemed to beneficially own the shares of Common Stock beneficially owned by Portside. C4S & Co., LLC ("C4S"), as the managing member of Ramius LLC, may be deemed to beneficially own the shares of Common Stock beneficially owned by Portside. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the shares of Common Stock beneficially owned by Portside.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RAMIUS LLC
599 LEXINGTON AVENUE
21ST FLOOR
NEW YORK, NY 10022
X

Portside Growth & Opportunity Fund
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X

COHEN PETER A
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X

SOLOMON JEFFREY M
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X

STRAUSS THOMAS W
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X

STARK MORGAN B
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X

C4S & CO LLC
C/O RAMIUS LLC
599 LEXINGTON AVENUE, 21ST FLOOR
NEW YORK, NY 10022
X


Signatures
/s/ Owen S. Littman, Authorized Signatory 3/12/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, Authorized Signatory 3/12/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact 3/12/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact 3/12/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact 3/12/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact 3/12/2009
** Signature of Reporting Person Date

/s/ Owen S. Littman, as Attorney in Fact for Jeffrey M. Solomon, as Managing Member 3/12/2009
** 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.
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