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

On June 22, 2012, Educational Development Corporation (the "Company") received a letter from the Nasdaq Stock Market stating that as a result of the resignation of James Lewis from the Company's Board of Directors, as filed with the SEC via Form 8-K on May 24, 2012, the Company no longer complies with Section 5605 of the Exchange's Listing Rules, which requires that a majority of the board of directors must be comprised of Independent Directors as defined in Rule 5605 and that the Company's audit committee have at least three members, all of whom must be independent.

In accordance with Section 5605(b) (1) and 5605(c)(4)(A) of the Exchange's Listing Rules, the Company has six months to regain compliance with this requirement. The board is currently considering candidates and intends to appoint an independent director to fill the vacancy on the board and the audit committee as soon as possible. The Company expects this to occur within the six month cure period.

The notification of noncompliance has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

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