8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 4, 2008

Safeguard Scientifics, Inc.
(Exact Name of Registrant as Specified in Charter)

Pennsylvania	1-5620	23-1609753
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

435 Devon Park Drive, Building 800, Wayne, PA	19087
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code 610-293-0600

Not applicable
(Former Name or Former Address, if Changed Since Last Report)

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 240.13e-4(c))

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

On November 4, 2008, we received an official notice from the New York Stock Exchange (“NYSE”) regarding our non-compliance with the NYSE’s continued listing standards.  We received this notice because the average closing price of our stock was less than $1.00 for the 30-trading-day period ended November 3, 2008.  Rule 802.01C of the NYSE’s Listed Company Manual requires that a listed company’s common stock trade at a minimum average closing share price of $1.00 over a consecutive 30-trading-day period. We have a period of six months to increase our stock price above $1.00 and cure our non-compliance.  At our 2008 Annual Meeting of Shareholders, our shareholders approved a reverse split of our stock (within a range of split ratios) to be effected in the discretion of our Board of Directors.  It is our intention to utilize a reverse split to cure our non-compliance if our stock price continues to trade below $1.00.  The specific timing and ratio of any such reverse split will be determined based on a variety of considerations including, but not limited to, overall capital market conditions, our prevailing stock price, and the effect of any such reverse split on our public float. Our non-compliance does not affect our status with the Securities and Exchange Commission or any of our material agreements.

The Company has notified the NYSE that it intends to cure the deficiency utilizing a reverse split should its stock continue to trade below $1.00.  If the Company were to fail to cure the non-compliance, it would be subject to suspension and delisting procedures.  Under the 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.

On November 7, 2008, the Company issued a press release regarding the matter described above.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01.     Financial Statements and Exhibits.

(d)	Exhibits
	99.1	Press release dated November 7, 2008

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.

		Safeguard Scientifics, Inc.
Dated:	November 7, 2008	By:	BRIAN J. SISKO
			Brian J. Sisko
			Senior Vice President and General Counsel

EX-99.1

Exhibit 99.1

Safeguard Scientifics Receives NYSE Non-Compliance Notice

WAYNE, Pa.--(BUSINESS WIRE)--November 7, 2008--Safeguard Scientifics, Inc. (NYSE:SFE), a holding company that builds value in growth-stage technology and life sciences companies, announced today that the company has received official notification of non-compliance with continued listing standards from the New York Stock Exchange because the closing price of Safeguard common stock has averaged less than $1 per share for the 30 consecutive trading days ended November 3. The company has a period of six months to bring its average share price back above $1.00. The stock will continue to trade on the NYSE during the interim period.

“If our share price and average closing price remain under $1 per share in early 2009, our board of directors will effect a reverse stock split, as previously authorized by shareholders, to cure the non-compliance,” said Peter J. Boni, President and CEO of Safeguard. “At our 2008 annual meeting, shareholders authorized our board, at its discretion, to implement a reverse stock split at an exchange ratio of not less than 1-for-4 and not more than 1-for-8.”

The company’s operations, Securities and Exchange Commission status, and material agreements are unaffected by this notification.

About Safeguard Scientifics

Founded in 1953 and based in Wayne, PA, Safeguard Scientifics, Inc. (NYSE:SFE) provides growth capital for entrepreneurial and innovative technology and life sciences companies. Safeguard targets technology companies in Software as a Service (SaaS) / Internet-based Businesses, Technology-Enabled Services and Vertical Software Solutions, and life sciences companies in Molecular and Point-of-Care Diagnostics, Medical Devices and Specialty Pharmaceuticals with capital requirements between $5 million and $50 million. Safeguard participates in expansion financings, corporate spin-outs, management buyouts, recapitalizations, industry consolidations and early-stage financings. For additional information and updates about Safeguard Scientifics, please visit www.safeguard.com.

Forward-looking Statements

Except for the historical information and discussions contained herein, statements contained in this release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Our forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. These risks and uncertainties include, among others, managing rapidly changing technologies, limited access to capital, competition, the ability to attract and retain qualified employees, the ability to execute our strategy, the uncertainty of the future performance of our companies, acquisitions and dispositions of companies, the inability to manage growth, compliance with government regulations and legal liabilities, additional financing requirements, the effect of economic conditions in the business sectors in which our companies operate, and other uncertainties described in the Company's filings with the Securities and Exchange Commission. Many of these factors are beyond our ability to predict or control. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.

CONTACT:
Safeguard Scientifics, Inc.
John E. Shave, 610-293-0600
Vice President, Investor Relations and
Corporate Communications