UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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~~May 2814, 2008

EQUITY MEDIA HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in Charter)


Delaware	000-51418	20-2763411
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


One Shackleford Drive, Suite 400 Little Rock, Arkansas	72211
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (501) 219-2400

(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 1 3.01 Notice of ~~Entry~~Delisting ~~into~~or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement.~~Rule or Standard; Transfer of Listing

On ~~April~~May 2814, 2008, ~~Equity~~the ~~Media~~Company ~~Holdings~~received ~~Corporation~~written ~~(“Company”)~~notification ~~entered~~from ~~into~~NASDAQ athat ~~second~~for the ~~amendment~~last ~~(“Second~~30 ~~Amendment”)~~consecutive tobusiness ~~its~~days, ~~Third~~the ~~Amended~~bid ~~and~~price ~~Restated~~of ~~Credit~~the Company’s common stock ~~Agreement~~has ~~(“Credit~~closed ~~Agreement”)~~below ~~with~~the ~~Silver~~minimum ~~Point~~$1.00 ~~Finance,~~per ~~LLC~~share ~~and~~requirement ~~Wells~~for ~~Fargo~~continued inclusion ~~Foothill,~~under ~~Inc.~~Marketplace ~~The~~Rule ~~Credit~~4310(c)(4) ~~Agreement~~(the ~~had~~“Rule”). ~~been~~Therefore, ~~previously~~in ~~amended~~accordance ~~on March 19,~~with ~~2008~~Marketplace ~~(“First~~Rule ~~Amendment”~~4310(c)(8)(D), ~~as reported by~~ the Company inwill ~~its~~be ~~Current~~provided ~~Report~~180 oncalendar days, ~~Form~~or ~~8-K~~until ~~filed~~November 10, 2008, to regain compliance with respect to the ~~Securities~~bid ~~and~~price deficiency. ~~Exchange~~If, ~~Commission~~at onanytime ~~March~~before 20November 10, 2008~~. A copy~~, the bid price of the Company’s ~~Second~~common ~~Amendment~~stock ~~and~~closes ~~related~~at ~~agreements~~$1.00 ~~will~~per beshare ~~filed~~or asmore ~~exhibits~~for a minimum of 10 to consecutive business days, the bid price deficiency can be satisfied. The Company’s ~~Quarterly~~could ~~Report~~be ondelisted ~~Form~~during ~~10-Q~~this 180 day period for ~~the~~failure ~~quarter~~to ~~ended~~maintain compliance ~~March~~with ~~31,~~any other listing requirement which may occur during this ~~2008~~period.

~~Under~~If ~~the terms~~compliance ofwith ~~the~~this ~~Second~~Rule ~~Amendment,~~cannot ~~the~~be ~~lender~~demonstrated ~~group~~by ~~has~~November ~~agreed~~10, to2008, ~~forbear from~~NASDAQ ~~exercising~~staff ~~certain~~will ofdetermine ~~its~~whether ~~rights~~the ~~and~~Company ~~remedies~~meets ~~with~~The ~~respect~~NASDAQ toCapital ~~existing~~Market ~~defaults~~initial ~~and~~listing ~~any~~criteria ~~other~~as ~~defaults~~set orforth ~~events of default under the Credit Agreement other than any specified defaults described~~ in ~~the~~Marketplace ~~Second~~Rule ~~Amendment~~ 4310(~~which include~~c), ~~but~~ ~~are~~except ~~not~~for ~~limited~~the ~~to, breaches of certain affirmative and negative covenants,~~bid ~~among~~price ~~others)~~requirement. ~~through~~If ~~the~~it ~~earlier~~meets ofthe ~~(a)~~initial ~~May~~listing 5criteria, ~~2008~~NASDAQ ~~and~~will ~~(b) the date of~~notify ~~occurrence~~the ofCompany ~~certain~~that ~~events~~it orhas bybeen ~~which~~granted ~~certain~~an ~~events~~additional ~~have~~180 ~~failed~~calendar today ~~occur,~~compliance ~~including~~period. If the Company’s ~~failure~~is tonot ~~consummate~~eligible afor ~~proposed~~an ~~financing~~additional ~~with~~compliance ~~certain~~period, ~~investors.~~NASDAQ ~~The~~will ~~Second~~provide ~~Amendment~~written ~~also~~notification ~~provides~~that ~~for~~ the ~~lender~~Company’s ~~group~~securities towill ~~make~~be ~~additional~~delisted. ~~loans~~At tothat time, the Company inmay anappeal ~~amount~~NASDAQ’s ~~not~~determination to ~~exceed $5,495,541 (which~~delist ~~includes~~its ~~additional~~securities ~~loans funded pursuant~~ to ~~the~~a ~~First~~Listing ~~Amendment)~~Qualifications Panel.

~~Item~~In order to ~~2.03~~comply ~~Creation~~with ofMarketplace Rule 4803(a), ~~Direct~~the ~~Financial~~Company ~~Obligation~~will oralso anissue ~~Obligation~~a ~~under~~press release andisclosing ~~Off-Balance~~receipt ~~Sheet~~of ~~Arrangement~~the ofNASDAQ aletter ~~Registrant~~and the NASDAQ rules upon which it was based.

The disclosure set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01.	Financial Statements, Pro Forma Financial Information and Exhibits

	(c)	Exhibits:

		99.1 Press Release

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

None

SIGNATURE

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

	EQUITY MEDIA HOLDINGS CORPORATION
April 30, 2008	By:	/s/ Patrick G. Doran
May 19, 2008	By:	/s/ Patrick G. Doran
		Patrick G. Doran
		Patrick G. Doran Chief Financial Officer
		Chief Financial Officer

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