UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~August~~January 515, ~~2008~~2009

Date of Report (Date of earliest event reported)

DEI HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


FLORIDA	000-51664	65-0964171

(State or Other	(Commission File Number)	(IRS Employer
Jurisdiction of Incorporation)		Identification No.)

1 VIPER WAY
VISTA, CALIFORNIA
92081

(Address of Principal Executive Offices) (Zip Code)

(760) 598-6200

(Registrant’s telephone number, including area code)

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

Item 23.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Item 5.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Item 9.01. Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX-99.1

Item 2 3.0201. ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

We On ~~are~~January 11, ~~furnishing~~2009, ~~this~~our ~~report~~board onof directors approved the filing of a Form 25 ~~8-K~~and ina ~~connection~~Form 15 to voluntarily delist our common stock from the NASDAQ Global Market, voluntarily deregister our common stock with the ~~disclosure~~Securities ofand ~~information~~Exchange Commission, inand suspend our reporting obligations under the ~~form~~Securities Exchange Act of 1934, as amended. We intend to file the ~~textual~~Form 25 ~~information~~on ~~from~~January 26, a2009 ~~press~~and ~~release~~the ~~released~~Form 15 on ~~August~~February 5, ~~2008~~2009. We expect the deregistration to become effective within 90 days of the filing of the Form 15 with the Securities and Exchange Commission.

~~The~~ On ~~information~~January 15, in2009, ~~this~~we ~~report~~issued ona ~~Form~~press ~~8-K~~release ~~(including~~announcing ~~the~~our ~~exhibit)~~intention isto ~~furnished~~voluntarily withdraw ~~pursuant~~our ~~to Item 2.02~~common ~~and~~stock ~~shall~~from ~~not~~registration beunder ~~deemed~~the Securities Exchange Act of 1934 and to bedelist our ~~“filed”~~common ~~for~~stock from the ~~purpose~~NASDAQ ofGlobal ~~Section 18~~Market. A copy of the ~~Securities Exchange~~press ~~Act~~release ofis ~~1934,~~attached hereto as Exhibit 99.1 ~~amended,~~and oris ~~otherwise~~hereby ~~subject~~incorporated toby ~~the~~reference ~~liabilities~~into ofthis ~~that section~~Item 3.01.

WeItem do5.02. ~~not~~Departure ~~have,~~of ~~and~~Directors ~~expressly disclaim, any obligation to release publicly any updates~~ or ~~any changes~~Certain inOfficers; ~~our~~Election ~~expectations~~of orDirectors; ~~any~~Appointment ~~change~~of inCertain ~~events,~~Officers; ~~conditions,~~Compensatory orArrangements ~~circumstances~~of onCertain ~~which any forward-looking statement is based~~Officers.

~~The~~ On ~~text~~January 10, ~~included~~2009, ~~with~~Edmond ~~this~~S. ~~report~~Thomas isresigned ~~available~~from on our ~~website~~board ~~located~~of ~~at www~~directors.~~deiholdings.com~~ On January 15, ~~although~~ 2009, we ~~reserve~~issued a press release announcing the ~~right~~resignation toof ~~discontinue~~Mr. ~~that~~Thomas ~~availability~~from atour board ~~any~~of ~~time~~directors. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

	(a)		Financial Statements of Business Acquired.

			Not applicable.

	(b)		Pro Forma Financial Information.

			Not applicable.

	(c)		Shell Company Transactions.

			Not applicable.

	(d)		Exhibits.

Exhibit
Number		~~Exhibit~~
99.1		Press ~~release~~Release from DEI Holdings, Inc., dated ~~August~~January 515, ~~2008~~2009, entitled “DEI Holdings ~~Reports~~Announces ~~Second~~Initiative ~~Quarter~~to ~~2008~~Further ~~Financial~~Reduce ~~Results~~Costs through Voluntary NASDAQ Delisting and SEC Deregistration”

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.

	DEI HOLDINGS, INC.
Date: August 5, 2008	By:	/s/ Kevin P. Duffy
Date: January 15, 2009	By:	/s/ Kevin P. Duffy
		Kevin P. Duffy
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

99.1 Press ~~release~~Release from DEI Holdings, Inc., dated ~~August~~January 515, ~~2008~~2009, entitled “DEI Holdings ~~Reports~~Announces ~~Second~~Initiative ~~Quarter~~to ~~2008~~Further ~~Financial~~Reduce ~~Results~~Costs through Voluntary NASDAQ Delisting and SEC Deregistration”

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