On October 27, 2008, Centerline Holding Company (the "Registrant") was notified by the New York Stock Exchange (the "NYSE") that it was below the NYSE's continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual (the "Manual") because over a 30 trading-day period the Registrant's total market capitalization was less than $75 million and its most recently reported stockholders' equity was less than $75 million. As of October 24, 2008, the Registrant's 30 trading-day average market capitalization was $70.2 million, and in its quarterly report on Form 10-Q for the quarter ended June 30, 2008 the Registrant reported shareholders' equity of $46.8 million.

Under applicable NYSE rules, the Registrant has 45 days from the receipt of the notice to submit a plan advising the NYSE of a definitive action the Registrant has taken, or proposes to take, that would bring it into compliance with the standards within 18 months of receipt of the letter. The Registrant intends to submit such a plan within the NYSE's timeframe. During this time the Registrant's common shares will continue to be listed on the NYSE, subject to the Registrant's compliance with other NYSE continued listing standards.

The Registrant may also fall below the NYSE's continued listing standard set forth in Section 802.01C of the Manual, if its current share price over a consecutive 30 trading-day period is less than $1.00. In such an event, the NYSE will send the Registrant a formal notice regarding its non-compliance and the Registrant will be required to maintain its common share closing price at or above $1.00 for 30 consecutive trading-days, within six months from the date the Registrant receives such formal notice of non-compliance from the NYSE. As of October 29, 2008, the average closing price of the Registrant's common shares over the last 30 consecutive trading days was $1.25 and the closing price of the Registrant's common shares on October 29, 2008 was $0.56. The Registrant believes that it will be out of compliance with this additional listing standard, unless the market price of its common shares increases in the near term. Should the Registrant fail to meet these standards at the expiration of the six month period, the NYSE will commence suspension and delisting procedures.

As required under NYSE rules, the Registrant issued a Press Release on October 30, 2008, announcing that it had received the notice of non-compliance and that the Registrant intends to submit a plan to attain compliance with NYSE continued listing standards. A copy of this press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

Nathan Gantcher resigned as a member of the Board of Trustees of the Registrant, effective October 31, 2008. The Registrant has not yet announced a replacement for Mr. Gantcher.

On October 27, 2008, the Board of Trustees of the Registrant amended the Registrant's bylaws (the "Bylaw Amendment") to provide that despite the existence of one or more vacancies on the Board of Trustees, such vacancy(ies) will not affect the Board's or any committee's ability to exercise all of its rights and powers to conduct the business of the Registrant. A copy of the Bylaw Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

(a). Financial Statements

Not Applicable.

(b). Pro Forma Financial Information

Not Applicable.

(c). Exhibits

       Exhibit   Amendment No. 2 to Fifth Amended and Restated Bylaws of Centerline
     3.1         Holding Company

       Exhibit   Press release Centerline Holding Company Receives Notice Regarding
     99.1        NYSE Listing