8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549______________FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of report (Date of earliest event reported): January 13, 2009 (January 9, 2009)______________NATIONAL LAMPOON, INC.(Exact name of registrant as specified in 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 (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 240.13(e)-4(c))

Item 3.01     Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 9, 2009 our board of directors decided to voluntarily delist our common stock, par value $0.0001 per share, from NYSE Alternext US LLC (the “Exchange”).  This decision was based on the determination that it is unlikely that we will be able to comply with the Exchange’s listing requirements as they relate to our financial condition and operating results and the market value of our common stock.  It is our intention to have our common stock quoted on the Over-the-Counter Bulletin Board once the delisting of our common stock from the Exchange has been completed, although it has not yet arranged to do so.

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 Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 13, 2009
	NATIONAL LAMPOON, INC.
	By:	/s/ Timothy S. Durham
		Timothy S. Durham, Chief Executive Officer

EX-99

Exhibit 99

National Lampoon, Inc. to Voluntarily Delist from NYSE Alternext US LLC

LOS ANGELES--(BUSINESS WIRE)--January 13, 2009--National Lampoon, Inc. (NYSE Alternext US: NLN), the most widely recognized brand in comedy, today announced its decision to voluntarily delist its common stock, par value $0.0001 per share, from NYSE Alternext US LLC (the “Exchange”). This decision was based on the determination that it is unlikely that the Company will be able to comply with the Exchange’s listing requirements as they relate to the Company’s financial condition and operating results and the market value of the Company’s common stock. It is the Company’s intention to have its common stock quoted on the Over-the-Counter Bulletin Board once the delisting of its common stock from the Exchange has been completed, although it has not yet arranged to do so.

About National Lampoon

National Lampoon, Inc. (NYSE Alternext US: 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, the new ZAZ 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:
National Lampoon, Inc.
Timothy S. Durham, 310-474-5252