8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

December 8, 2008

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

Commission File No. 001-31299

MEDICAL STAFFING NETWORK HOLDINGS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware	65-0865171
(State Or Other Jurisdiction Of Incorporation Or Organization)	(IRS Employer Identification No.)

901 Yamato Road, Suite 110
Boca Raton, Florida 33431

(Address Of Principal Executive Offices)

	(561) 322-1300
(Registrant’s Telephone Number, Including Area Code)

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; Transfer of Listing

On December 8, 2008, the New York Stock Exchange (NYSE) announced that the Company no longer meets its standards for continued listing due to the Company’s low market capitalization and that trading of the Company’s common stock will be suspended effective at the opening of the market on December 15, 2008. The Company is submitting its application for listing on the OTCQX and expects to begin trading in that marketplace on that date.  The Company will announce its new trading symbol as soon as it becomes available.

On December 9, 2008, the Company issued a press release announcing its suspension from trading on the NYSE and its plan to submit an application for its common stock to be listed on the OTCQX. The press release is attached to this Current Report on Form 8-K in Exhibit 99.1.

Item 9.01     Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press release issued by the Company on December 9, 2008

2

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, thereunto duly authorized.

		Medical Staffing Network Holdings, Inc.
		By:	/s/ Kevin S. Little
		Kevin S. Little
		President and Chief Financial Officer
Dated:	December 9, 2008

3

EX-99.1

Exhibit 99.1

Medical Staffing Network Holdings, Inc. Receives Notification of Non-Compliance from the New York Stock Exchange

BOCA RATON, Fla.--(BUSINESS WIRE)--December 9, 2008--Medical Staffing Network Holdings, Inc. (Company) (NYSE: MRN) today announced it has been notified by the New York Stock Exchange (NYSE) that trading of the Company’s common stock on the NYSE will be suspended effective at the opening of the market on Monday, December 15, 2008. The decision to suspend trading was the result of the Company falling out of compliance with the NYSE’s continued listing standards. The Company is considered below criteria since its market capitalization was less than $25 million over a 30 trading-day period.

Under applicable NYSE procedures, the Company has 10 days from the receipt of the notice to appeal the decision with the NYSE; however, at the present time, the Company does not expect to submit an appeal.

The Company is submitting an application for listing on the OTCQX and expects to commence trading on that market on Monday, December 15, 2008. The Company will announce its new ticker symbol for trading on the OTCQX as soon as it becomes available.

Company Summary

Medical Staffing Network Holdings, Inc. is the third largest diversified healthcare staffing company in the United States as measured by revenues. The Company is the leading provider of per diem nurse staffing services and is also a leading provider of travel, allied health and vendor managed services.

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include all statements other than those made solely with respect to historical fact. These statements involve known and unknown risks, uncertainties and other factors that may cause the registrant’s actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. These factors include the OTCQX approving our application for listing , and other factors, which can be found in our Form 10-K for the year ended December 30, 2007 and our other filings with the Securities and Exchange Commission. Forward-looking statements in this press release should be evaluated in light of these important factors. Although the registrant believes that these statements are based upon reasonable assumptions, the registrant cannot provide any assurances regarding future results. The registrant undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT:
Medical Staffing Network Holdings, Inc.
Jeff Yesner, 561-322-1303
Chief Accounting Officer