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

On September 17, 2008, American Spectrum Realty, Inc. (the "Company") was given notice by the American Stock Exchange LLC ("AMEX") that it has fallen below the continued listing criteria due to not maintaining stockholders' equity requirements as set forth in Sections 1003(a)(ii) and (iii) of the AMEX Company Guide.

This notification has no effect on the listing of the Company's Common Stock at this time. The Company was afforded the opportunity to submit a plan of compliance to the Exchange by October 17, 2008 that demonstrates the Company's ability to regain compliance with Section 1003(a)(ii) and (iii) by February 17, 2010. This plan will include specific milestones, quarterly financial projections, and details relating to any strategic initiatives the Company plans to complete. If the Company does not submit a plan or submits a plan that is not accepted by the AMEX Listing Qualifications Department, the Company will be subject to delisting proceedings as set forth in Section 1010 and Part 12 of the Company Guide. The Company intends to submit a plan of compliance to the AMEX by October 17, 2008.

On September 22, 2008, American Spectrum Realty, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Description

99.1 Press Release dated September 22, 2008

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