UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities exchange act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 294, 2009

MEDIA & ENTERTAINMENT HOLDINGS, INC. (Exact Name of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)

Delaware		001-33343		20-3178730
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware	001-33343	20-3178730
(State of Incorporation)	(Commission	(IRS Employer
	File Number)	Identification No.)

	230 Park Avenue, Suite 1000, New York, NY		10169
	(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 551-1498

Not Applicable Former name or former address, if changed since last report)

Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

[ ] Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

[ ] Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−4(c))

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Reference~~The Board isof ~~made~~Directors ~~to the executed version~~ of ~~the~~Media ~~Investment~~& ~~Management~~Entertainment ~~Trust Agreement dated as of March 9~~Holdings, ~~2007~~Inc. (the “~~Trust Agreement~~Company”) ~~between~~has authorized ~~Media~~the ~~& Entertainment~~Company ~~Holdings,~~to ~~Inc.~~voluntarily ~~and~~delist ~~Continental~~its ~~Stock~~common ~~Transfer~~stock &from ~~Trust~~the ~~Company,~~NYSE Amex assubject ~~trustee. A~~to ~~copy~~approval ofby the ~~Trust~~stockholders ~~Agreement~~of isthe ~~attached~~dissolution asof ~~Exhibit~~the ~~99.1~~Company at a ~~and~~special ~~incorporated~~meeting byof ~~reference~~stockholders ~~herein~~to be held on June 11, 2009.

Item 9.01 Financial Statements and Exhibits.

Exhibit

Number Description

99.1 Investment Management Trust Agreement dated as of March 9, 2007 between Media & Entertainment Holdings, Inc. and Continental Stock Transfer & Trust Company, as trustee

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~April~~June 299, 2009

MEDIA & ENTERTAINMENT HOLDINGS, INC. By: /s/ Robert Clauser Robert Clauser Executive Vice President, Chief Financial Officer ~~andAssistant~~and Assistant Secretary

EXHIBIT INDEX

Exhibit

Number Description

99.1 Investment Management Trust Agreement dated as of March 9, 2007 between Media & Entertainment Holdings, Inc. and Continental Stock Transfer & Trust Company, as trustee

Filing Compare · Media & Entertainment Holdings, Inc.