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): ~~June~~July 141, 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 53.0201 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing

~~Effective~~On ~~as of June 14~~July 1, 2008, The Company received written notification from NASDAQ that the Company ~~John~~was E.no longer in compliance with Marketplace Rule 4350(d)(2)(A), which addresses ~~Oxendine,~~Audit aCommittee ~~current~~composition. ~~member~~Pursuant ofto ~~EMHC’s~~this ~~Board~~rule, ofeach issuer ~~Directors~~must have, and certify that it has ~~been~~and ~~named~~will continue to ~~serve~~have, an audit ascommittee ~~CEO~~of at least three members, each of ~~the~~whom ~~Company.~~must: ~~Mr.~~(i) ~~Oxendine~~be ~~has~~independent as defined ~~been~~under Rule 4200(a)(15); (ii) ~~lender~~meet ~~and~~the ~~investor~~criteria for independence set forth in Rule 10A-3(b)(1) under the ~~broadcast~~Act ~~industry~~(subject ~~for~~to ~~over~~the 20exemptions ~~years~~provided in Rule 10A-3(c)); ~~primarily~~(iii) ~~investing~~not have participated in ~~minority~~the ~~owned~~preparation of the financial statements of the company or ~~controlled~~any ~~companies.~~current Hesubsidiary isof ~~currently~~the ~~Chairman,~~company ~~President~~at any time during the past three years; and ~~CEO~~(iv) ofbe ~~Broadcast~~able to read and understand fundamental financial statements, ~~Capital~~including a company's balance sheet, ~~Inc~~income statement, and cash flow statement. Additionally, aeach ~~Virginia~~issuer ~~corporation~~must ~~("Broadcap")~~certify that it has, and ~~President~~will ~~and~~continue ~~CEO~~to have, at least one member of the audit committee who has past employment experience ~~Blackstar~~in finance ~~Management~~or accounting, ~~LLC~~requisite professional certification in accounting, or any aother ~~Florida~~comparable ~~limited~~experience ~~liability~~or ~~company~~background which ~~provides~~results in the individual's ~~consulting~~financial ~~services~~sophistication, toincluding ~~the~~being ~~communications~~or ~~industry.~~having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.

The Company’s ~~also~~Audit ~~announced~~Committee ~~that~~was itin ~~has~~compliance ~~named~~until ~~Robert~~Audit B.Committee ~~Becker,~~member aJohn ~~current member~~E. ~~of the Company~~Oxendine’s ~~Board~~appointment ofas ~~Directors,~~Chief toExecutive ~~serve~~Officer aswhich ~~Vice~~became ~~Chairman~~effective ofon ~~the Board. Mr.~~June ~~Becker~~14, ~~is the President of Robert B~~2008. ~~Becker~~Once ~~Inc~~Mr., aOxendine ~~private~~became ~~consulting~~the ~~company specializing~~Company’s ~~in business combinations~~CEO, ~~new~~he ~~business~~no ~~initiatives~~longer ~~and~~qualified ~~contractual~~as ~~negotiations~~an inindependent ~~the~~Audit ~~broadcasting,~~Committee ~~entertainment, media and communications segments~~member.

~~The~~Pursuant ~~full~~to Marketplace Rule 4350(d)(4)(B), if an issuer fails to comply with the audit ~~text~~committee ofcomposition ~~the~~requirement ~~press~~under ~~release~~Rule 4350(d)(2)(A) due ~~issued~~to one vacancy on ~~June~~the 19audit committee, ~~2008~~the inissuer ~~connection~~will have until the earlier of the next annual shareholders meeting or one year from the occurrence of the event that caused the failure to comply with this requirement; provided, ~~appointment~~however, isthat ~~attached~~if asthe ~~Exhibit~~annual ~~99.1~~shareholders meeting occurs no later than 180 days following the event that caused the vacancy, the issuer shall instead have 180 days from such event to ~~this~~regain ~~Current~~compliance. ~~Report~~An issuer relying on ~~Form~~this ~~8-K.~~provision must provide notice to NASDAQ immediately upon learning of the event or circumstance that caused the non-compliance.

~~Item~~The Company ~~9.01.~~is ~~Financial~~currently ~~Statements,~~addressing ~~Pro~~the ~~Forma~~need ~~Financial~~for ~~Information~~a ~~and~~third ~~Exhibits~~independent Audit Committee Member.

Pursuant to the same notification letter, the Company was also advised it was no longer in compliance with Marketplace Rule 4200(15)(A), which stipulates that a director who is employed by the Company shall not be considered independent. The appointment of Mr. Oxendine as Chief Executive Officer as noted above resulted in the Company having four non-independent directors and three independent directors on its Board and only two independent members on its audit committee. Therefore, the Company does not meet the majority independent board and audit committee requirements for continued listing on The Nasdaq Stock Market under Marketplace Rules 4350(c)(1)1 and 4350(d)(2)2 ~~Exhibits:~~(the “Rules”), respectively.

99Staff is reviewing the Company's eligibility for continued listing on The Nasdaq Stock Market.1 ~~Press~~To ~~release~~facilitate this review, ~~dated~~on ~~June~~or 19before July 16, 2008, the Company must provide a specific plan and timetable to achieve compliance with the majority independent director requirement. This plan must include relevant documentation to support the plan, including but not limited to biographical information related to individuals, if any, being considered for appointment to the Board of Directors. If, after the conclusion of the review process, Staff determines that the plan does not adequately address the issues noted, the Company will receive notification that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Listing Qualifications Panel (the “Panel”). The Company is currently addressing these issues and will submit a compliance plan within the timeframe noted above.

In order to comply with Marketplace Rule 4803(a), the Company has also issued a press release disclosing receipt of the NASDAQ letter and the NASDAQ rules upon which it was based. The press release is attached as Exhibit 99.1 to this Form 8K.

Item 9.01.

Financial Statements, Pro Forma Financial Information and Exhibits

(c)

Exhibits:

99.1

Press Release

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.

June 19, 2008	EQUITY MEDIA HOLDINGS CORPORATION
	EQUITY MEDIA HOLDINGS CORPORATION
	By:	/s/ Patrick Doran
July 8, 2008	By:	/s/ Patrick G. Doran
		Patrick Doran Chief Financial Officer
		Patrick G. Doran Chief Financial Officer

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