HRSH Hirsch International (MM)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

HIRSCH INTERNATIONAL CORP.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

433550 10 0

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP 433550 10 0

Page 2 of 6

1.

Names of Reporting Persons

Henry Arnberg

IRS Identification
Nos. of Above Persons (Entities Only)

2.

Check the Appropriate Box if a Member of a Group

(a)

o

(b)

o

3.

SEC USE ONLY

4.

Citizenship or Place of Organization: United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON WITH

5.

Sole Voting Power

1,313,176(1)

6.

Shared Voting Power

7.

Sole Dispositive Power

1,313,176 (1)

8.

Shared Dispositive Power

9.

Aggregate Amount Beneficially Owned By Each Reporting Person

1,313,176(1)

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES

o

CUSIP 433550 10 0

Page 3 of 6

11.

Percent of Class Represented by Amount in Row 9

13.8%(2)

12.

Type of Reporting Person

IN

(1)

This amount includes 913,158 shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”) of Hirsch International Corp. (the “Issuer”), and 400,018 shares of Class B common stock, par value $0.01 (the “Class B Common Stock”) of the Issuer.

(2)

Based on 9,083,402 shares of Class A Common Stock outstanding as of November 12, 2008, as reported in the Issuer’s Form 10-Q filed on November 14, 2008, plus the number of shares of Class A Common Stock that Mr. Arnberg’s shares of Class B Common Stock may be converted into. The shares of Class B Common Stock are held by an estate planning entity for the benefit of Mr. Arnberg’s children. Mr. Arnberg exercises voting control and the power of disposition over such shares.

CUSIP 433550 10 0

Page 4 of 6

Item 1(a)

Name of Issuer :

Hirsch International Corp.

Item 1(b)

Address of Issuer’s Principal Executive Offices :

50 Engineers Road

Hauppauge, New York 11788

Item 2(a)

Name of Person Filing :

Henry Arnberg

Item 2(b)

Address of Principal Business Office or, if none, Residence :

Item 2(c)

Citizenship :

United States

Item 2(d)

Title of Class of Securities :

Class A Common Stock, par value $0.01 per share

Item 2(e)

CUSIP Number :

433550 10 0

Item 3.

If this statement is filed pursuant to section 240.13d-1(b) or 240.13d-2(b) or (c),

check whether the person filing is a :

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)

o

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

o

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

o

An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with section 204.13d-(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with section 240.13d-1(b)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (15 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with section 240.13d-1(b)(1)(ii)(K).

CUSIP 433550 10 0

Page 5 of 6

Item 4.

Ownership .

(a)

Amount beneficially owned: 1,313,176

(b)

Percent of class: 13.8%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote: 1,313,176

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of: 1,313,176

(iv)

Shared power to dispose or to direct the disposition of:

Item 5.

Ownership of Five Percent or Less of a Class .

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person .

Item 7.

Identification and Classification of the Subsidiary Which Acquired the

Item 8.

Identification and Classification of Members of the Group or Control Person .

Item 9.

Notice of Dissolution of a Group .

Item 10.

Certification .

CUSIP 433550 10 0

Page 6 of 6

SIGNATURE

Dated:

February 11, 2009

/s/ Henry Arnberg

Henry Arnberg