UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 _____________
  FORM
10-K/A
 Amendment
No. 3
  
 x
                ANNUAL REPORT PURSUANT TO SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934
   For
the fiscal year ended December 31, 2008
 
 OR
 
 o
                TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
   Commission
File Number 1-13237
 ______________
  CENTERLINE
HOLDING COMPANY
 (Exact
name of Registrant as specified in its Trust Agreement)
 ______________
 
 Delaware
                
                13-3949418(State
      or other jurisdiction of incorporation or organization)
                
                (I.R.S.
      Employer Identification No.)625
      Madison Avenue, New York, New York
                
                10022(Address
      of principal executive offices)
                
                (Zip
      Code)
 
 (212)
317-5700
 Registrant’s
telephone number, including area code
 
 Securities
      registered pursuant to Section 12(b) of the Act:None
 
 Securities
registered pursuant to Section 12(g) of the Act:
 
 Shares
of Beneficial Interest
  
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  YesoNox
 
 Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes oNox
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.YesxNoo
  Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  o
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer or a smaller filer (as defined in
Rule 12b-2 of the Exchange Act).  Large Accelerated filer oAccelerated filer  x   
Non-accelerated filer oSmaller
reporting company o
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes oNo x
 
 The
aggregate market value of common equity held by non-affiliates of the registrant
as of June 30, 2008 was approximately $81.7 million (based on the closing price
of $1.67 per share as reported by the New York Stock Exchange on that
date).
 
 As of
February 27, 2009, there were 53.0 million outstanding shares of the
registrant’s shares of beneficial interest.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
  None
  
 
   EXPLANATORY
NOTE
  This
Amendment No.3 to the Annual Report on Form 10-K for the year ended December 31,
2008 of Centerline Holding Company ("the Company") is being filed solely to
correct inadvertent errors with respect to the signature page included in
Amendment No 2 filed with the Commission on February 24, 2010.  Except
as noted above, this Amendment No. 3 does not update the information that was
presented in the Company’s Annual Report on Form 10-K, which was originally
filed with the SEC on March 31, 2008 and as previously amended on April 30, 2009
and February 24, 2010.
      
 
   Item
15. Exhibits and Financial Statement Schedules
   (c)
Exhibits.
  Exhibit
      No.
              Exhibit
Title
 
 24.1
              Power
      of Attorney (previously filed as part of the Company’s filing on Form 10-K
      on March 10, 2009)
 
 31.1
              Chief Executive Officer certification pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002*
 
 31.2
              Chief Financial Officer certification pursuant to
      Section 302 of the Sarbanes-Oxley Act of
  2002*
 
 32
              Certification pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002*
 
 
 *
              Filed
      herewith
      
  
  SIGNATURES
 
 
 
 Pursuant
to the requirements of Section 13 or 15(d) 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.
  CENTERLINE
HOLDING COMPANY
 (Registrant)
  Date:
                
                March
      2, 2010
                
                By:
                
                /s/
      Marc D. SchnitzerMarc
      D. Schnitzer
                  President
      and Chief Executive Officer
 
  Date:
                
                March
      2, 2010
                
                By:
                
                /s/
      Robert L. LevyRobert
      L. Levy
                  Chief
      Financial Officer
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
 
 
 Signature
              
              Title
              
              Date/s/
      Marc D. SchnitzerMarc
      D. Schnitzer
              
              Managing
      Trustee, Chief Executive Officer and President
              
              March
      2, 2010/s/
      Robert L. LevyRobert
      L. Levy
              
              Chief
      Financial Officer
              
              March
      2, 2010*Jerome
      Y. Halperin
              
              Managing
      Trustee
              
              March
      2, 2010*Robert
      L. Loverd
              
              Managing
      Trustee
              
              March
      2, 2010*Robert
      A. Meister
              
              Managing
      Trustee
              
              March
      2, 2010*Thomas
      W. White
              
              Managing
      Trustee
              
              March
      2, 2010*
      by:
              /s/
      Robert L. LevyAttorney-in-fact