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

On July 8, 2009, Stratus Properties Inc. ("Stratus") received a letter from The NASDAQ Stock Market, Inc. advising Stratus that the NASDAQ Listing Qualifications Hearings Panel (the "Panel") has granted Stratus' request for continued listing on The NASDAQ Stock Market. The terms of the Panel's decision include a condition that Stratus file its quarterly report on Form 10-Q for the quarter ended March 31, 2009 (the "First Quarter 2009 Form 10-Q") by July 24, 2009. Upon the filing of the First Quarter 2009 Form 10-Q on or before July 24, 2009, Stratus will regain compliance with the continued listing requirements set forth in NASDAQ Marketplace Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission. Stratus is working diligently to complete the preparation of the First Quarter 2009 Form 10-Q and expects to file the First Quarter 2009 Form 10-Q no later than July 24, 2009. In the event Stratus is unable to do so, Stratus' common stock may be delisted from NASDAQ.

A copy of the press release relating to this announcement is attached as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit.

The Exhibit included as part of this Current Report is listed in the attached Exhibit Index.

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