8-K

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):  December 1, 2008

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)
401 City Avenue, Suite 809
Bala Cynwyd, Pennsylvania		19004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (610) 660-5610

(Former Address of Principal Executive Offices)

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 3.01.Notice of Failure to Satisfy a Continued Listing Rule.

On December 1, 2008, Entercom Communications Corp. (the “Company”) was notified by the New York Stock Exchange (“NYSE”) that it is not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual relating to the average minimum share price required over a consecutive 30 trading day period.

In accordance with NYSE rules, the Company intends to notify the NYSE within 10 business days of its intent to cure the deficiency and return to compliance with the listing standards within the cure period provided by NYSE rules.  During this time the Company’s common stock will continue to be listed on the NYSE, subject to the Company’s compliance with other NYSE continued listing requirements.

As required under NYSE rules, the Company issued a Press Release on December 2, 2008, announcing that it had received the notice and that the Company intends to cure the deficiency.  A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.Exhibits

(d)Exhibits

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued December 2, 2008.

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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 hereunto duly authorized.

	Entercom Communications Corp.
	By:	/s/ John C. Donlevie
		John C. Donlevie
		Executive Vice President
Dated: December 2, 2008

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EXHIBIT INDEX

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued December 2, 2008.

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EX-99.1

Exhibit 99.1

Entercom Communications Corp.

Receives Continued Listing Standards Notice From The NYSE

(Bala Cynwyd, Pa. December 2, 2008) Entercom Communications Corp. (NYSE: ETM) announced today that on December 1, 2008 the Company received notification from the New York Stock Exchange (the “NYSE”) that the Company has fallen below the continued listing standard which requires a minimum average closing price of $1.00 per share over 30 consecutive trading days.

The Company has a period of six months, subject to possible extension, to bring its share price and average share price to at least $1.00.  Under NYSE rules, the Company’s common stock will continue to be listed on the NYSE during the cure period, subject to the Company’s compliance with other NYSE continued listing requirements.  The Company plans to notify the NYSE that it intends to cure the deficiency.

Note Regarding Forward-Looking Statements

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.  Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and Exchange Commission.  Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general.  The Company assumes no obligation to publicly update or revise any forward-looking statements.

Contact:

Steve Fisher

Executive Vice President-Operations and Chief Financial Officer

610-660-5647