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

This Current Report on Form 8-K/A amends Item 3.01 of the Current Report on Form 8-K filed by Network Engines, Inc. (the "Company") on September 30, 2008 (the "Initial Form 8-K"), as previously amended by the Form 8-K/A filed by the Company on October 27, 2008 (the "First Form 8-K/A") and the subsequent Form 8-K/A filed by the Company on December 30, 2008 (the "Second Form 8-K/A").

In the Initial Form 8-K, the Company disclosed that it had been notified by the NASDAQ Stock Market LLC ("NASDAQ") that the bid price of the Company's common stock had closed below the minimum $1.00 per share price for 30 consecutive trading days, and that it would be provided 180 days, or until March 30, 2009, to regain compliance with the minimum bid price requirement.

In the First Form 8-K/A, the Company disclosed that it had been notified by NASDAQ that NASDAQ had suspended, for a period of three months, the enforcement of the rule requiring a minimum $1.00 per share closing bid price for continued listing due to current conditions in the U.S. and world financial markets.

In the Second Form 8-K/A, the Company disclosed that it had been notified by NASDAQ that NASDAQ had further suspended the minimum closing bid price rule. The minimum closing bid price rule was set to be reinstated on Monday, April 20, 2009.

On March 23, 2009, the Company was notified by NASDAQ that NASDAQ had extended its suspension of enforcement of the rule requiring a minimum $1.00 per share closing bid price for continued listing due to the continued extraordinary market conditions in the U.S. and worldwide. The notification states that, as a result of this suspension, all companies presently in a bid price compliance period will remain at that same stage of the process and will not be subject to being delisted. The minimum closing bid price rule is now scheduled to be reinstated on Monday, July 20, 2009. Prior to the resumption of this rule, NASDAQ will inform the Company of the number of calendar days remaining in its compliance period and the specific date by which it needs to regain compliance. However, if NASDAQ does not further suspend the minimum closing bid price and reinstates this rule on July 20, 2009, our period to regain compliance would end on or about December 31, 2009.

The Company can regain compliance, either during the suspension or during the compliance period resuming after the suspension, by achieving a $1.00 per share closing bid price for a minimum of ten consecutive trading days.

---