SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Axion International Holdings, Inc.

 (Name of Issuer)

Common Stock, no par value

 (Title of Class of Securities)

05462D 10 1

 (CUSIP Number)

Samuel G. Rose

5301 Wisconsin Avenue, NW

Suite 510

Washington, DC 20015

Telephone: (202) 686-3000

(Name, Address and Telephone Number of Person

 Authorized to Receive Notices and Communications)

September 28, 2012

 (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), Rule 13d-1(f) or Rule 13d-1(g), check the following box x.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).

(Continued on following pages)

Samuel G. Rose (“Rose”) and Julie Walters (“Walters”) are jointly filing this Amendment No. 1 relating to the Statement of Beneficial Ownership on Schedule 13D, as filed with the Securities and Exchange Commission (the “Commission”) on September 4, 2012 (as so amended, the “Schedule 13D”). The foregoing persons are hereinafter collectively referred to as the “Reporting Persons” and each is hereinafter individually referred to as a “Reporting Person.”

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

On September 28, 2012, Rose purchased one of the Notes in the original principal amount of $500,000.00 which is initially convertible into 1,250,000 shares of Common Stock, and an associated warrant to purchase 1,250,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant. The total amount of funds used by Rose to purchase such Note and associated warrant was $500,000.00 in cash, and such funds were provided by the personal funds of Rose.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

As of the date of this Schedule 13D, Rose may be deemed to beneficially own an aggregate of 13,992,755 shares of Common Stock, including (i) 5,523,150 shares of Common Stock held with sole voting and dispositive powers issuable to Rose upon conversion of the Notes held by Rose, (ii) 5,523,150 shares of Common Stock held with sole voting and dispositive powers issuable to Rose upon exercise of the Issuer’s warrants to purchase Common Stock held by Rose, (iii) 100,000 shares of Preferred Stock held with shared voting and dispositive powers convertible into 1,000,000 shares of Common Stock, (iv) warrants held with shared voting and dispositive powers to purchase 500,000 shares of Common Stock, and (v) 426,986 shares of Common Stock held with sole voting and dispositive powers, 145,000 of which are held in the name of RPM Greenebaum & Rose 401(k) Plan, dated December 1, 1992, for the benefit of Samuel G. Rose, which in the aggregate represents approximately 36.1% of the Common Stock outstanding as of October 1, 2012. Rose has sole power to vote or direct the vote of, and to dispose or direct the disposition of, 11,473,286 shares of Common Stock.

As of the date of this Schedule 13D, Walters may be deemed to beneficially own an aggregate of 2,519,469 shares of Common Stock, including (i) 100,000 shares of Preferred Stock held with shared voting and dispositive powers convertible into 1,000,000 shares of Common Stock, (ii) warrants held with shared voting and dispositive powers to purchase 500,000 shares of Common Stock, and (iii) 1,019,469 shares of Common Stock held with shared voting and dispositive powers, which in the aggregate represents approximately 9.1% of the Common Stock outstanding as of October 1, 2012. Walters has sole power to vote or direct the vote of, and to dispose or direct the disposition of, zero (0) shares of Common Stock.

Since the Reporting Persons filed their Schedule 13D with the Securities and Exchange Commission on September 4, 2012, the Reporting Persons effected the following transaction in the securities of the Issuer:

On September 28, 2012, pursuant to the Note Purchase Agreement, Rose purchased one of the Issuer’s Notes in the original principal amount of $500,000.00 which is initially convertible into 1,250,000 shares of Common Stock, and an associated warrant to purchase 1,250,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant.

Item 6 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons are married and jointly own, as tenants by the entirety, 2,519,469 shares of Common Stock.

On March 22, 2011, the Issuer and the Reporting Persons entered into a Subscription Agreement, pursuant to which the Issuer issued and sold to the Reporting Persons 100,000 shares of its Preferred Stock, convertible by the Reporting Persons at any time into 1,000,000 shares of Common Stock.  The holders of the Preferred Stock are entitled to receive dividends at the rate of ten percent (10%) per annum payable quarterly.  

On March 6, 2012, the Issuer issued the Reporting Persons Warrant No. 231 to Purchase Shares of Common Stock, No Par Value, representing the right to purchase 500,000 shares of Common Stock.

Pursuant to the Note Purchase Agreement, the Issuer has issued and sold to the Investors an aggregate principal amount of $6,628,519.54 of Notes which are initially convertible into shares of Common Stock at a conversion price equal to $0.40 per share of Common Stock, subject to adjustment as provided on the terms of the Notes, and associated warrants to purchase, in the aggregate, 16,571,302 shares of Common Stock, subject to adjustment as provided on the terms of such warrants. Under the Note Purchase Agreement, (i) on August 24, 2012, the Issuer issued and sold to Rose a Note in the original principal amount of $1,709,259.60 which is initially convertible into 4,273,150 shares of Common Stock, and an associated warrant to purchase 4,273,150 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant, and (ii) on September 28, 2012, the Issuer issued and sold to Rose a Note in the original principal amount of $500,000.00 which is initially convertible into 1,250,000 shares of Common Stock, and an associated warrant to purchase 1,250,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and such warrant.

On August 24, 2012, the Issuer and the Investors entered into a Registration Rights Agreement pursuant to which the Issuer granted to the Investors certain demand and piggyback registration rights with respect to the registration of certain Issuer securities under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. In addition, on August 24, 2012, the Issuer, Axion International, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, and the Investors entered into a Security Agreement pursuant to which the Issuer and Axion International granted a security interest and lien in all of their assets and rights to the Investors to secure the Issuer’s obligations under the Notes.

Joint Filing Agreement, dated September 4, 2012, between the Reporting Persons.

Exhibit 99.1. 8.0% Convertible Promissory Note issued by the Issuer in favor of Rose or registered assigns on September 28, 2012

Exhibit 99.2. Warrant to Purchase Common Stock issued by the Issuer in favor of Rose or his permitted assigns on September 28, 2012

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.

Date: October 3, 2012