MERX Merix (MM)

CUSIP No. 590049102 13G Page 2 of 8 Pages

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 (1) NAMES OF REPORTING PERSONS

 Highbridge International LLC
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 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions) (a) [X]
 (b) [ ]
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 (3) SEC USE ONLY
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 (4) CITIZENSHIP OR PLACE OF ORGANIZATION

 Cayman Islands, British West Indies
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NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 $12,637,000 aggregate principal amount of 4%
 Convertible Senior Subordinated Notes due May 15,
 2013, convertible into 831,929 shares of Common
 Stock

 9,720 shares of Common Stock
OWNED BY ________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 $12,637,000 aggregate principal amount of 4%
 Convertible Senior Subordinated Notes due May 15,
 2013, convertible into 831,929 shares of Common
 Stock

 9,720 shares of Common Stock
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 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 $12,637,000 aggregate principal amount of 4% Convertible
 Senior Subordinated Notes due May 15, 2013, convertible into
 831,929 shares of Common Stock

 9,720 shares of Common Stock
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 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 [ ]
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 (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 3.71%
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 (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 OO
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CUSIP No. 590049102 13G Page 3 of 8 Pages

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 (1) NAMES OF REPORTING PERSONS

 Highbridge Capital Management, LLC
-----------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions) (a) [X]
 (b) [ ]
-----------------------------------------------------------------------
 (3) SEC USE ONLY
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 (4) CITIZENSHIP OR PLACE OF ORGANIZATION

 State of Delaware
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NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 $12,637,000 aggregate principal amount of 4%
 Convertible Senior Subordinated Notes due May 15,
 2013, convertible into 831,929 shares of Common
 Stock

 9,720 shares of Common Stock
OWNED BY ________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 $12,637,000 aggregate principal amount of 4%
 Convertible Senior Subordinated Notes due May 15,
 2013, convertible into 831,929 shares of Common
 Stock

 9,720 shares of Common Stock
-----------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 $12,637,000 aggregate principal amount of 4% Convertible
 Senior Subordinated Notes due May 15, 2013, convertible into
 831,929 shares of Common Stock

 9,720 shares of Common Stock
-----------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 [ ]
-----------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 3.71%
-----------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 OO
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CUSIP No. 590049102 13G Page 4 of 8 Pages

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 (1) NAMES OF REPORTING PERSONS

 Glenn Dubin
-----------------------------------------------------------------------
 (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (see instructions) (a) [X]
 (b) [ ]
-----------------------------------------------------------------------
 (3) SEC USE ONLY
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 (4) CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
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NUMBER OF (5) SOLE VOTING POWER
 0
SHARES ________________________________________________________

BENEFICIALLY (6) SHARED VOTING POWER
 $12,637,000 aggregate principal amount of 4%
 Convertible Senior Subordinated Notes due May 15,
 2013, convertible into 831,929 shares of Common
 Stock

 9,720 shares of Common Stock
OWNED BY ________________________________________________________

EACH (7) SOLE DISPOSITIVE POWER
 0
REPORTING ________________________________________________________

PERSON WITH (8) SHARED DISPOSITIVE POWER
 $12,637,000 aggregate principal amount of 4%
 Convertible Senior Subordinated Notes due May 15,
 2013, convertible into 831,929 shares of Common
 Stock

 9,720 shares of Common Stock
-----------------------------------------------------------------------
 (9) AGGREGATE AMOUNT BENEFICIALLY OWNED
 BY EACH REPORTING PERSON
 $12,637,000 aggregate principal amount of 4% Convertible
 Senior Subordinated Notes due May 15, 2013, convertible into
 831,929 shares of Common Stock

 9,720 shares of Common Stock
-----------------------------------------------------------------------
 (10) CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 [ ]
-----------------------------------------------------------------------
 (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 3.71%
-----------------------------------------------------------------------
 (12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 IN
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CUSIP No. 590049102 13G Page 5 of 8 Pages


This Amendment No. 2 (this "Amendment") amends the statement on Schedule 13G
filed on May 16, 2008, as amended by Amendment No. 1 filed on February 9, 2009
(the "Original Schedule 13G" and the Original Schedule 13G as amended, the
"Schedule 13G") with respect to shares of common stock, no par value (the
"Common Stock") of Merix Corporation, an Oregon corporation (the "Company").
Capitalized terms used herein and not otherwise defined in this Amendment have
the meanings set forth in the Schedule 13G. This Amendment amends and restates
Items 2(a), 2(b), 2(c), 4 and 5 in their entirety as set forth below.


Item 2(a). Name of Person Filing
Item 2(b). Address of Principal Business Office
Item 2(c). Citizenship

 HIGHBRIDGE INTERNATIONAL LLC
 c/o Harmonic Fund Services
 The Cayman Corporate Centre, 4th Floor
 27 Hospital Road
 Grand Cayman, Cayman Islands, British West Indies
 Citizenship: Cayman Islands, British West Indies

 HIGHBRIDGE CAPITAL MANAGEMENT, LLC
 40 West 57th Street, 33rd Floor
 New York, New York 10019
 Citizenship: State of Delaware

 GLENN DUBIN
 c/o Highbridge Capital Management, LLC
 40 West 57th Street, 33rd Floor
 New York, New York 10019
 Citizenship: United States


Item 4. Ownership

 Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

 (a) Amount beneficially owned:

 As of December 31, 2009, (i) Highbridge International LLC beneficially
owned $12,637,000 aggregate principal amount of 4% Convertible Senior
Subordinated Notes due May 15, 2013 (the "Notes"), convertible into 831,929
shares of Common Stock (not counting any accrued and unpaid interest on the
Notes) and 9,720 shares of Common Stock and (ii) each of Highbridge Capital
Management, LLC and Glenn Dubin may have been deemed the beneficial owner of the
$12,637,000 aggregate principal amount of Notes, convertible into 831,929 shares
of Common Stock (not counting any accrued and unpaid interest on the Notes) and
9,720 shares of Common Stock beneficially owned by Highbridge International LLC.

 Highbridge Capital Management, LLC is the trading manager of
Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of
Highbridge Capital Management, LLC. The foregoing should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of
shares of Common Stock owned by another Reporting Person. In addition, each of
Highbridge Capital Management, LLC and Glenn Dubin disclaims beneficial
ownership of shares of Common Stock held by Highbridge International LLC.

CUSIP No. 590049102 13G Page 6 of 8 Pages


 (b) Percent of class:

 The Company's Quarterly Report for the quarterly period ended
November 28, 2009 filed on Form 10-Q/A on January 13, 2010, indicates that as of
December 31, 2009, there were 21,882,457 shares of Common Stock outstanding.
Therefore, as of December 31, 2009, based on the Company's outstanding shares of
Common Stock and assuming the conversion of the Notes, (i) Highbridge
International LLC may have been deemed to beneficially own 3.71% of the
outstanding shares of Common Stock of the Company and (ii) each of Highbridge
Capital Management, LLC and Glenn Dubin may have been deemed to beneficially own
3.71% of the outstanding shares of Common Stock of the Company. The foregoing
should not be construed in and of itself as an admission by any Reporting Person
as to beneficial ownership of shares of Common Stock owned by another Reporting
Person.

 (c) Number of shares as to which such person has:

 (i) Sole power to vote or to direct the vote

 0

 (ii) Shared power to vote or to direct the vote

 See Item 4(a)

 (iii) Sole power to dispose or to direct the disposition
of

 0

 (iv) Shared power to dispose or to direct the
 disposition of

 See Item 4(a)


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: [X]


Exhibits:

Exhibit I: Joint Filing Agreement, dated as of February 8, 2010, by and among
Highbridge International LLC, Highbridge Capital Management, LLC and Glenn
Dubin.

CUSIP No. 590049102 13G Page 7 of 8 Pages


 SIGNATURES

 After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information with respect to it set
forth in this statement is true, complete, and correct.

Dated: February 8, 2010

HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC

 By: Highbridge Capital Management, LLC
 its Trading Manager

By: /s/ John Oliva
 -----------------------------
Name: John Oliva By: /s/ John Oliva
Title: Managing Director ---------------------------
 Name: John Oliva
 Title: Managing Director



/s/ Glenn Dubin
----------------------------
GLENN DUBIN

CUSIP No. 590049102 13G Page 8 of 8 Pages


 EXHIBIT I

 JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule
13G filed with the Securities and Exchange Commission on or about the date
hereof with respect to the beneficial ownership by the undersigned of the shares
of Common Stock, no par value, of Merix Corporation, is being filed, and all
amendments thereto will be filed, on behalf of each of the persons and entities
named below in accordance with Rule 13d-1(k) under the Securities Exchange Act
of 1934, as amended. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.

Dated as of February 8, 2010


HIGHBRIDGE CAPITAL MANAGEMENT, LLC HIGHBRIDGE INTERNATIONAL LLC

 By: Highbridge Capital Management, LLC
 its Trading Manager

By: /s/ John Oliva
 ----------------------------- By: /s/ John Oliva
Name: John Oliva ---------------------------
Title: Managing Director Name: John Oliva
 Title: Managing Director



/s/ Glenn Dubin
----------------------------
GLENN DUBIN