8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported ) : February 20, 2008

Meta Financial Group, Inc.^®

(Exact name of registrant as specified in its charter)

Delaware	0-22140	42-1406262
(State or other jurisdiction of	(Commission File	(IRS Employer
Incorporation)	Number)	Identification No.)

Fifth at Erie, Storm Lake, IA 50588

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:  (712) 732-4117

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))

TABLE OF CONTENTS

Section 3 — Securities and Trading Markets.

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

Section 9 — Financial Statements and Exhibits.

Item 9.01 - Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit Index.

Exhibit 99.1

i

Section 3 — Securities and Trading Markets.

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

On May 30, 2008, the Registrant issued the attached press release announcing that NASDAQ^® has determined that the Company has evidenced compliance with the NASDAQ^® order dated April 22, 2008 and that it will remain as a listed company on the NASDAQ Global Market^®.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits.

(d) Exhibits.

The following Exhibit is being furnished herewith:

99.1 Registrant’s Press Release dated May 30, 2008.

1

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.

	META FINANCIAL GROUP, INC.
By:	/s/ David W. Leedom
	David W. Leedom
	Senior Vice President, Secretary, Treasurer and Chief Financial Officer

Dated: June 2, 2008

2

Exhibit Index

Exhibit
Number	Description of Exhibit
99.1	Registrant’s Press Release dated May 30, 2008.

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EX-99.1

EXHIBIT 99.1

Investor Relations

712.732.4117

META FINANCIAL GROUP, INC.^® ANNOUNCES NASDAQ FINDING OF COMPLIANCE

Storm Lake, Iowa – May 30, 2008 – Meta Financial Group, Inc.^® (the “Company”; NASDAQ Global Market^®: “CASH”) reported today that NASDAQ^® has determined that the Company has evidenced compliance with the NASDAQ^® order dated April 22, 2008 and that it will remain as a listed company on the NASDAQ Global Market^®.

“We are pleased that NASDAQ^® has determined that we are in compliance with its requirements to remain listed, and  excited about the latest events as described in our recent earnings announcement.”  The Company had recently filed its quarterly report on Form 10-Q for the period ended March 31, 2008, in which it described record earnings for a quarterly period.

This completes the NASDAQ^® hearings process, which was automatically triggered when the Company missed an earlier quarterly report filing deadline.

This press release and other important information about the Company are available at www.metacash.com.

Corporate Profile: Meta Financial Group, Inc®. (doing business as Meta Financial Group) is the holding company for MetaBank^TM and Meta Trust Company®.  MetaBank^TM is a federally-chartered savings bank with four market areas:  Northwest Iowa Market, Brookings Market, Central Iowa Market, Sioux Empire Market; and the Meta Payment Systems® prepaid card division.  Thirteen retail banking offices and one administrative office support customers throughout northwest and central Iowa, and in Brookings and Sioux Falls, South Dakota.

The Company, and its wholly-owned subsidiaries, MetaBank^TM and Meta Trust^®, may from time to time make written or oral “forward-looking statements,” including statements contained in its filings with the Securities and Exchange Commission, in its reports to shareholders, and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include statements with respect to the Company’s beliefs, expectations, estimates, and intentions that are subject to significant risks and uncertainties, and are subject to change based on various factors, some of which are beyond the Company’s control.  Such statements address the following subjects:  future operating results; customer retention; loan and other product demand; important components of the Company’s balance sheet and income statements; growth and expansion; new products and services, such as those offered by MPS or MetaBank; credit quality and adequacy of reserves; technology; and our employees.  The following factors, among others, could cause the Company’s financial performance to differ materially from the expectations, estimates, and intentions expressed in such forward-looking statements:  the strength of the United States economy in general and the strength of the local economies in which the Company conducts operations; the effects of, and changes in, trade, monetary, and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; inflation, interest rate, market, and monetary fluctuations; the timely development of and acceptance of new products and services offered by the Company as well as risks (including litigation) attendant thereto and the perceived overall value of these products and services by users; the risks of dealing with or utilizing third-party vendors; the impact of changes in financial services’ laws and regulations; technological changes, including but not limited to the protection of electronic files or databases; acquisitions; risk in general, including but not limited to those risks involving the MPS division; the growth of the Company’s business as well as expenses related thereto; changes in consumer spending and saving habits; and the success of the Company at managing and collecting assets of borrowers in default.

The foregoing list of factors is not exclusive.  Additional discussions of factors affecting the Company’s business and prospects are contained in the Company’s periodic filings with the SEC.  The Company expressly disclaims any intent or obligation to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries.