UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF

~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (date of earliest event reported): December 714, 2011

PEOPLES EDUCATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-50916	41-1368898
Delaware (State or Other Jurisdiction of Incorporation)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
000-50916 (Commission File Number)	41-1368898 (I.R.S. Employer Identification No.)
299 Market Street Saddle Brook, NJ (Address of Principal Executive Offices)	07663 (Zip Code)
Registrant’s telephone number, including area code: (201) 712-0090

299 Market Street, Saddle Brook, NJ 07663

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 712-0090

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):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 37.01 ~~NOTICE~~REGULATION OFFD ~~DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING~~DISCLOSURE.

~~(a)~~ On December 714, 2011, ~~Peoples Educational Holdings, Inc. (~~the ~~“Company”)~~registrant ~~received~~issued a ~~letter~~press ~~(“Notice”)~~release ~~from~~announcing ~~The~~it ~~NASDAQ~~will ~~Stock~~report ~~Market~~its ~~LLC~~financial ~~(“Nasdaq”)~~results ~~notifying~~for the ~~Company~~second ~~that,~~quarter ~~because~~ended ~~the~~November ~~closing~~30, ~~bid~~2011, ~~price~~on ~~for~~Thursday ~~its~~January ~~Common Stock has been below $1.00 per share~~12, it2012 nobefore ~~longer complies with~~ the ~~minimum~~market ~~bid~~opens, ~~price~~and ~~requirement~~will ~~for~~conduct ~~continued~~a ~~listing~~conference oncall ~~The~~relating ~~Nasdaq~~thereto ~~Capital~~the ~~Market.~~same ~~Nasdaq~~day ~~Marketplace~~at ~~Rule 5550(a)(2) requires a minimum bid price of $1.~~11:00 ~~per~~am ~~share~~Eastern ~~(the “Minimum Bid Price Requirement”)~~Time. The ~~Based~~full ontext ~~the closing bid price~~ of the ~~Company’s~~press ~~Common~~release ~~Stock~~is ~~for~~furnished ~~the~~as 30Exhibit ~~consecutive~~99.1 ~~business days prior~~ to ~~the~~this ~~date~~Form ~~of Nasdaq’s letter, the Company does not meet the Minimum Bid Price Requirement~~8-K.

~~The~~ITEM ~~Notice has no immediate effect on the listing of the Common Stock on The Nasdaq Capital Market~~9. ~~Pursuant~~01 toFINANCIAL ~~Nasdaq~~STATEMENTS ~~Marketplace~~AND ~~Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until June 4, 2012, to regain compliance with the Minimum Bid Price Requirement~~EXHIBITS. The Notice further provides that, if at any time before June 4, 2012, the closing bid price of the Common Stock is at least $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation stating that the Company has achieved compliance with the Minimum Bid Price Requirement.

~~The~~(c) ~~Notice also provides that, if the Company does not regain compliance with the Minimum Bid Price Requirement by June 4, 2012, it may be eligible for additional time~~Exhibits. To qualify for additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period. If the Company meets these requirements, it will be granted an additional compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. If the Nasdaq staff determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company’s Common Stock will be subject to delisting. The Company would have the right to appeal a determination to delist its Common Stock, and the Common Stock would remain listed on The Nasdaq Capital Market until the completion of the appeal process.

~~The~~Exhibit ~~Company~~99.1 ~~intends~~Press toRelease ~~actively~~issued ~~monitor~~on ~~the~~December ~~bid price for its Common Stock between now and June 4~~14, ~~2012~~2011, ~~and~~furnished ~~will~~pursuant ~~consider available options~~ to ~~regain~~Item ~~compliance~~7.01 ~~with~~of ~~the~~Form ~~Minimum Bid Price Requirement~~8-K.

~~- 2 -~~SIGNATURES

SIGNATURE

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, thereunto duly authorized.

	PEOPLES EDUCATIONAL HOLDINGS, INC.
	(Registrant)

	By: /s/ Brian T. Beckwith Name: Brian T. Beckwith Title: President and Chief Executive Officer

Date: December 14, 2011

Date: December 9, 2011

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