Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 6, 2008, LeMaitre Vascular, Inc. (the "Company") received a Staff Deficiency Letter from The Nasdaq Stock Market ("Nasdaq") notifying the Company that, as a result of the resignation of David N. Gill as a director of the Company effective July 24, 2008, the Company was no longer in compliance with Nasdaq Marketplace Rule 4350(c)(1), which requires that a majority of the Company's Board of Directors be comprised of independent directors, and Marketplace Rule 4350(d)(2)(A), which requires that the Company have an audit committee of at least three members, each of whom must be independent.

Consistent with Marketplace Rules 4350(c)(1) and 4350(d)(4), and as confirmed by the Nasdaq Staff Deficiency Letter, Nasdaq will provide the Company with a cure period in order to regain compliance with the Marketplace Rules as follows:

* by the earlier of the Company's next annual shareholders' meeting or July 24, 2009; or

* if the next annual shareholders' meeting is held before January 20, 2009, then no later than January 20, 2009.

The Company has begun the process of identifying a qualified replacement to fill the vacancies left by the departure of Mr. Gill and expects to complete this process and provide evidence of its compliance with the Marketplace Rules to Nasdaq no later than the expiration of the above cure period. If the Company fails to regain compliance within this period, its common stock is subject to delisting upon notification of such a determination by Nasdaq staff, which determination may be appealed.

On August 8, 2008, the Company issued a press release announcing the receipt of the Nasdaq Staff Deficiency Letter. A copy of the press release is included with this report as Exhibit 99.1 hereto and is incorporated herein by reference.

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