UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 13D

(Amendment No. 2)*

Workstream Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a Statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No.		981402100	SCHEDULE 13D	Page		2		of		10

¹ Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No.		981402100	SCHEDULE 13D	Page		3		of		10

² Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No.		981402100	SCHEDULE 13D	Page		4		of		10

³ Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

CUSIP No.		981402100	SCHEDULE 13D	Page		5		of		10

⁴ Based on 51,571,152 common shares issued and outstanding as of January 11, 2008, as reported in the Form 10-Q filed by the Company on January 11, 2008.

SCHEDULE 13D

     This Amendment No. 2 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and Alec N. Litowitz (“Mr. Litowitz”) with the Securities and Exchange Commission (the “Commission”) on February 14, 2008, as amended by Amendment No. 1 thereto filed with the Commission on March 21, 2008 (collectively, the “Schedule 13D”).

     Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended to add the following information:

     As a result of the discussions previously reported in the Schedule 13D, on April 14, 2008, the Company and Magnetar Capital Master Fund executed a Term Sheet, which outlines the terms on which Magnetar Capital Master Fund would, among other things, exchange the Special Warrant it holds for a senior secured convertible note to be issued by the Company. A copy of such Term Sheet is attached hereto as Exhibit 99.7 and is incorporated by reference herein.

     Also, on April 14, 2008, the Company and Magnetar Capital Master Fund entered into a Forbearance Agreement, which provides, among other things, that Magnetar Capital Master Fund will temporarily forbear from exercising certain rights and remedies under its Special Warrant, all as more fully set forth in such Forbearance Agreement, a copy of which is attached hereto as Exhibit 99.8 and is incorporated by reference herein.

     Each of the Reporting Persons reserves the right to acquire additional securities of the Company in the open market, in privately negotiated transactions, or otherwise, to dispose of all or a portion of its holdings in the Company’s securities, or to change their intention with respect to any or all of the matters referred to in this Item 4.

     Other than as described above in this Item 4, the Reporting Persons do not have any plans or proposals that relate to, or would result in, any actions or events specified in clauses (a) through (j) of Item 4 to Schedule 13D.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

Item 6 of the Schedule 13D is hereby amended to add the following information:

     The descriptions of the Term Sheet and Forbearance Agreement set forth in this Amendment No. 2 are qualified in their entirety by reference to the complete Term Sheet and Forbearance Agreement, each of which is attached hereto as an exhibit and incorporated herein by reference.

     Except as otherwise described herein and previously described in the Schedule 13D, no contracts, arrangements, understandings or similar relationships exist with respect to the securities of the Company among or between the Reporting Persons or any other person or entity.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended to add the following information:

Exhibit No.		Description
99.7		Term Sheet, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.
99.8		Forbearance Agreement, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.

SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 15, 2008

EXHIBIT INDEX

Exhibit No.		Description
99.7		Term Sheet, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.
99.8		Forbearance Agreement, dated as of April 14, 2008, between the Company and Magnetar Capital Master Fund.