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): April 1823, 2009

RAM Holdings Ltd. (Exact name of registrant as specified in ~~its~~ charter)

Bermuda	001-32864	~~001-32864~~Not Applicable	~~Not Applicable~~
(State or other jurisdiction	(Commission	(~~Commission~~I.R.S. Employer	~~(I.R.S. Employer~~
of incorporation)	File Number)	~~File~~Identification ~~Number~~No.)	~~Identification No.)~~
		RAM Re House
		46 Reid Street
		Hamilton HM 12 Bermuda
		(Address of principal executive offices)
		(Zip Code)

RAM Re House
46 Reid Street
Hamilton HM 12 Bermuda
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (441) 296-6501

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:

[ ] 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 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

~~(b) The~~ On ~~employment~~April ~~of Mr. James Gerry~~23, ~~Managing Director - Municipal & Infrastructure Finance~~2009, ~~terminated by mutual agreement with~~ the ~~Company~~Board ~~effective~~of ~~April~~Directors ~~18,~~of ~~2009~~RAM asHoldings aLtd. ~~result of~~ (the “Company’s”) ~~determination not~~unanimously voted to ~~write~~voluntarily ~~any~~delist ~~new~~its ~~business~~common inshares ~~the~~from ~~near term, as discussed more fully in~~ the ~~Company’s~~Nasdaq ~~annual~~Global ~~report~~Market on(“Nasdaq”). ~~Form~~In ~~10-K for the year ended December 31~~connection therewith, ~~2008, filed~~ on April 1524, 2009, (the ~~“10-K”).~~Company ~~Mr.~~notified ~~Gerry~~the ~~will~~Nasdaq beStock ~~paid~~Market ~~the~~of ~~compensation that~~its heintention ~~is entitled~~ to ~~receive~~file ~~upon~~with ~~a termination without “Cause”/for “Good Reason” under~~ the ~~Fourth~~Securities ~~Amended~~ and ~~Restated~~Exchange ~~Employment~~Commission ~~Agreement between Mr. Gerry, RAM Holdings Ltd. and RAM Reinsurance Company Ltd., dated as of November 11, 2008~~ (~~the~~ “~~Employment Agreement~~SEC”). ~~The~~a ~~terms~~Form of25 ~~the~~on ~~Employment~~or ~~Agreement,~~about ~~including~~May ~~the~~4, ~~terms~~2009, ~~regarding~~with ~~compensation~~the ~~upon~~delisting ~~termination~~to ~~without~~be ~~“Cause”/for~~effective ~~“Good~~ten ~~Reason”~~(10) ~~are disclosed in Part III, Item~~days ~~11 of the 10-K~~thereafter.

2 In addition, the Company anticipates that the Board of Directors will approve the deregistration of its common shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of its obligations to file reports with the SEC at the next meeting of the Board of Directors, which is currently scheduled to be held on May 12, 2009. If the Board of Directors approves such deregistration and suspension, on the effective date of the delisting, the Company would file with the SEC a Form 15 to terminate registration of the common shares under Section 12(g) of the Exchange Act and to suspend the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act. Although the Company currently expects that the Board of Directors will approve such deregistration and suspension, there can be no assurance that the Board of Directors will do so.

~~SIGNATURES~~ The Company’s press release announcing its delisting from Nasdaq is incorporated herein by reference and is filed as Exhibit 99.1 to this report.

~~Pursuant~~Item to9.01. ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

			RAM Holdings Ltd.
Exhibit	Description
			(Registrant)
No.
Dated: April 21, 2009	By:	/s/	Victoria W. Guest
99.1	Press release issued by RAM Holdings Ltd. dated April 24, 2009.
		Name:	Victoria W. Guest
		Title:	General Counsel

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.

		RAM Holdings Ltd.
		(Registrant)


Dated: April 24, 2009		By: /s/ Victoria W. Guest
		Name: Victoria W. Guest
		Title: General Counsel

Filing Compare · RAM Holdings Ltd.