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): March 5, 2008 (February 27, 2008)

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NATIONAL LAMPOON, INC.
(Exact name of registrant as specified in its charter)


Delaware 0-15284 95-4053296
(State or other jurisdiction of

incorporation or organization)

(Commission File No.) (IRS Employee Identification No.)


8228 Sunset Boulevard

Los Angeles, California 90046

(Address of Principal Executive Offices)

310-474-5252
(Issuer Telephone number )

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:

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 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On February 27, 2008 we received a letter from the American Stock Exchange which indicated that we do not meet certain of the American Stock Exchange’s continued listing standards as set forth in Part 10 of the Amex Company Guide. Specifically, we are not in compliance with Section 1003(a)(iv) of the Company Guide because we have sustained losses which are substantial in relation to our overall operations or our existing financial resources, or our financial condition has become so impaired that it appears questionable, in the opinion of the American Stock Exchange, as to whether we will be able to continue our operations and/or meet our obligations as they mature.

We have until March 27, 2008 to provide the American Stock Exchange with a specific plan to achieve and sustain compliance with the continued listing standards. Compliance must be achieved no later than August 27, 2008. If we either fail to submit a plan or if we submit a plan and the staff of the American Stock Exchange determines that it does not adequately address these issues, we may be subject to delisting proceedings. Furthermore, if our plan is accepted but we are not in compliance with the continued listing standards at the conclusion of the plan period or if we do not make progress consistent with the plan during the plan period, the staff of the American Stock Exchange will initiate delisting proceedings as appropriate. We may appeal the staff determination to initiate delisting proceedings.

We expect to submit a plan to the American Stock Exchange to regain compliance with the continued listing standards on or before March 27, 2008.

Item 9.01     Financial Statements and Exhibits.

Exhibit 99          Press release

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.

Dated: March 5, 2008

 

NATIONAL LAMPOON, INC.

 
 

By:

/s/ Daniel S. Laikin

Daniel S. Laikin, Chief Executive Officer

Exhibit 99

Amex Notifies National Lampoon, Inc. That the Company is Not in Compliance with the Amex Company Guide

LOS ANGELES--(BUSINESS WIRE)--National Lampoon, Inc. (Amex: NLN), the leading brand in comedy, announced today that on February 27, 2008, it received a letter from the American Stock Exchange which indicated that the Company does not meet certain of the American Stock Exchange’s continued listing standards as set forth in Part 10 of the Amex Company Guide. The Company will provide the American Stock Exchange with a specific plan to achieve and sustain compliance with the continued listing standards by March 27, 2008, demonstrating that the Company will achieve compliance by the given deadline of August 27, 2008.

“We have come a long way building our businesses and growing our revenues, and we are finally seeing the results of this,” stated Daniel Laikin, National Lampoon Chief Executive Officer. “We are already in the process of strengthening our balance sheet through exercise of warrants and conversion of preferred dividends and stock, along with the revenue growth from our film and online media divisions, which will all be part of the plan we submit.”

The Company expects to submit a plan to the American Stock Exchange to regain compliance with the continued listing standards on or before March 27, 2008. Specifically, the Company is not in compliance with Section 1003(a)(iv) of the Company Guide because it has sustained losses which are substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the American Stock Exchange, as to whether the Company will be able to continue its operations and/or meet its obligations as they mature. If the Company either fails to submit a plan or if it submits a plan and the staff of the American Stock Exchange determines that the plan does not adequately address these issues, the Company may be subject to delisting proceedings. Furthermore, if the plan is accepted but the Company is not in compliance with the continued listing standards at the conclusion of the plan period or if it does not make progress consistent with the plan during the plan period, the staff of the American Stock Exchange will initiate delisting proceedings as appropriate. The Company may always appeal the staff determination to initiate delisting proceedings.

About National Lampoon

National Lampoon, Inc. (AMEX: NLN) has been a dominant force in the US comedy world for almost 40 years, and is currently active in a broad array of media and entertainment segments. These include feature films, television programming, online and interactive entertainment, home video, audio, and book publishing. The Company also owns interests in all major National Lampoon properties, including National Lampoon’s Animal House , the National Lampoon Vacation series and National Lampoon’s Van Wilder . National Lampoon reaches nearly one in four of all 18 to 24 year old college students in America today. The Company has three core operating divisions: National Lampoon Films, which includes production along with theatrical and video distribution of feature films; College Marketing Division; and National Lampoon Networks, providing humor content through a number of platforms. These include its National Lampoon College TV network, the National Lampoon Humor Network - the most trafficked humor sites on the web, Toga TV.com - the company’s broadband channel, the Drunk University Network, and the National Lampoon Video Network, which includes channels on YouTube, AOL, Yahoo, Joost, and a number of digital video platforms across the Internet. These are all anchored by the award winning comedy website www.nationallampoon.com.

CONTACT:
for National Lampoon, Inc.
IR Contact:
Howard Gostfrand/David Sasso, 305-918-7000
info@amcapventures.com
www.amcapventures.com