--------------------------------------------------------------------------------


                                  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 AND EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 10, 2007


--------------------------------------------------------------------------------


                           CENTERLINE HOLDING COMPANY
                              (FORMERLY CHARTERMAC)
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


--------------------------------------------------------------------------------


                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)


        1-13237                                        13-3949418
(COMMISSION FILE NUMBER)                    (IRS EMPLOYER IDENTIFICATION NUMBER)


                     625 MADISON AVENUE, NEW YORK, NY 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 317-5700

                                 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))


--------------------------------------------------------------------------------


<PAGE>



--------------------------------------------------------------------------------



ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
           ---------------------------------------------

On May 10, 2007,  Centerline  Holding  Company  ("Centerline"  or the "Company")
(NYSE:  CHC) released a press release  announcing its financial  results for the
first  quarter  March 31, 2007. A copy of this press release is attached to this
Current Report as Exhibit 99.1 and incorporated herein by reference.

The  information  included in this Current  Report,  including  the  information
included in Exhibit 99.1 attached hereto,  is intended to be furnished  pursuant
to "Item 2.02.  Disclosure of Results of Operations and Financial Condition" and
not deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"),  or  incorporated by reference in
any filing under the  Securities Act of 1933, as amended  ("Securities  Act") or
the Exchange  Act, or otherwise  subject to the  liabilities  of that Section or
Sections 11 and 12 (a) (2) of the Securities Act.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
           ------------------------------------------------------------------

(a).  Financial Statements
      --------------------

Not Applicable

(b).  Pro Forma Financial Information
      -------------------------------

Not Applicable

(c).  Exhibits
      --------

99.1 Press Release dated May 10, 2007, "Centerline Holding Company Reports First
Quarter 2007 Financial Results".


<PAGE>



--------------------------------------------------------------------------------


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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)

                                                    BY:  /s/ Robert L. Levy
                                                         ------------------
                                                         Robert L. Levy
                                                         Chief Financial Officer


May 10, 2007


<PAGE>



AT THE COMPANY
--------------
Brenda Abuaf, Corporate Communications
(800) 831-4826


                       CENTERLINE HOLDING COMPANY REPORTS
                      FIRST QUARTER 2007 FINANCIAL RESULTS


NEW  YORK,  NY  -  MAY  10,  2007  -  Centerline  Holding  Company  (NYSE:  CHC)
("Centerline" or the "Company"), the parent company of Centerline Capital Group,
today announced financial results for the first quarter ended March 31, 2007.

"Due to the  seasonality  of our  business,  our  origination  volume across our
business lines tends to be the slowest in the first quarter and as a result, our
earnings and Cash Available for  Distribution  are not earned evenly  throughout
the year," said Marc D.  Schnitzer,  Chief  Executive  Officer and  President of
Centerline.  "In addition,  our first quarter financial results were impacted by
an impairment we recorded in connection  with revenue bonds secured by mortgages
on six  properties  and a charge  to  reserve  against  associated  receivables.
Therefore, while our dividend payout ratio is above 100% in this quarter, we are
comfortable that our annual dividend will continue to have adequate coverage. We
have solid  investment  pipelines in both our  Commercial  Real Estate Group and
Affordable  Housing  Group  and  we  continue  to  see a  tremendous  amount  of
transaction  volume.  In  addition,   we  are  working  on  several  new  growth
initiatives  we expect to launch  in 2007.  Based on the  progress  we have made
executing our business plan to date, we remain  confident  that we will meet our
investment  and financial  goals for the year and do not believe it is necessary
to revise our guidance at this time."

REVENUE BOND IMPAIRMENTS

During the first quarter, the Company recorded a $16.4 million impairment charge
in connection  with revenue bonds secured by mortgages on six  properties  and a
$5.5 million charge to reserve against associated receivables, which resulted in
a $0.38 per  share  impact to net  income  and a $0.09 per share  impact to Cash
Available for Distribution.

A majority of the impairment  ($13.7 million) was related to affordable  housing
properties the Company  financed with two developers who  experienced  financial
difficulties  in 2005. At that time, the Company ceased  business  dealings with
these  developers  and  acquired  the  general  partnership   interests  in  the
partnerships  that own the properties in which Centerline  sponsored funds are a
limited  partner.  The financial  difficulties  experienced by these  developers
created construction finance shortfalls and consequential liquidity problems for
the property partnerships. Since 2005, the Company has advanced $32.4 million to
the  partnerships in the form of loans to fund  construction and lease up. As of
March 31, 2007,  the Company's  exposure to these  developers  included  revenue
bonds  with a total  fair  value of $244.0  million,  secured  by  mortgages  on
eighteen properties. Affiliates of Centerline hold the general partner interests
in ten of these property partnerships.

In connection with the August,  2006  acquisition of Centerline  Investors I LLC
(formerly ARCap  Investors,  L.L.C. - "Centerline  Investors") and the Company's
subsequent  corporate  re-engineering,  Centerline  has  strengthened  its asset
management   platform  and  greatly  enhanced  the  Company's  asset  management
capabilities.   This  quarter,  as  the  properties  have  seasoned,  the  Asset
Management Group reassessed the Company's  strategy with respect to the recovery
of  Centerline's  advances to these  properties  and  undertook an initiative to
determine the most advantageous  strategy for preserving the Company's  capital.
While the  strategy  remains  under  review,  based upon the  current  analysis,
Centerline  recorded the $13.7  million  impairment  with respect to four of the
revenue  bonds due in part to revised  estimates of the level and timing of cash
flows  for  the  valuation  of  the   properties.   In   connection   with  that
determination,  the Asset  Management  Group  concluded  that  advances  made to
partnerships  in connection  with those  underlying  properties may not be fully
recoverable and the Company recorded a reserve of approximately $5.5 million.


<PAGE>



Centerline's Asset Management Group continues to analyze strategic  alternatives
to determine the best course of action with respect to recovering  the Company's
advances and  therefore,  there are no  assurances we will not record any future
impairments.

FINANCIAL HIGHLIGHTS

The table below summarizes  Centerline's revenues,  revenues adjusted to exclude
the  impact  of  consolidated  partnerships,  Cash  Available  for  Distribution
("CAD"),  Centerline's primary performance measure, and net income for the three
months ended March 31, 2007 and 2006.

<TABLE>
<CAPTION>

                                                    THREE MONTHS ENDED MARCH 31,
                                                    ---------------------------
(In thousands, except per share data)                  2007              2006
                                                     ---------        ---------
<S>                                                  <C>              <C>
Revenues                                             $ 117,165        $  72,139
Revenues Adjusted to exclude
       Consolidated Partnerships(a)                  $  87,276        $  76,547
CAD(b)                                               $   4,642        $  15,255
Net (Loss) Income                                    $ (14,745)       $  14,657

Per Share Data (diluted):
  CAD(b)                                             $    0.08        $    0.26
  Net (Loss) Income                                  $   (0.27)       $    0.23

</TABLE>

(A) SEE THE DISCUSSION BELOW FOR ADJUSTED REVENUES.

(B) SEE FOOTNOTE (2) TO THE SELECTED FINANCIAL DATA ON PAGE (5) FOR A DISCUSSION
OF CAD.

Centerline  recorded a net loss for the 2007 period as compared to net income in
the 2006 quarter.  Much of the decline was due to impairment  charges recognized
on revenue bonds, a reserve  against  associated  receivables and non-cash costs
stemming from the acquisition of Centerline  Investors,  such as amortization of
restricted shares awarded in connection with the transaction and amortization of
intangible  assets acquired at that time. Other factors  contributing to the net
loss in the 2007  period  were  increased  interest  costs and  severance  costs
associated  with the first quarter  retirement of  Centerline's  Chief Operating
Officer,  Alan Hirmes.  The growth in revenues was due mostly to revenues earned
by funds we consolidated upon the acquisition of Centerline  Investors in August
2006, and the interest income from investments held by Centerline Investors.

ADJUSTED REVENUES

As previously  reported,  Centerline's  operating results include the results of
LIHTC  Partnerships  consolidated  pursuant to FASB  Interpretation  46 ( R ) or
similar  accounting  pronouncements,   as  well  as  other  LIHTC  and  Property
Partnerships we control,  but in which we have little or no equity interest.  As
Centerline  has  virtually  no equity  interest in these  partnerships,  the net
losses they generated were allocated  almost  entirely to their  investors.  The
consolidation,  therefore,  has an insignificant impact on net income,  although
certain  Centerline  revenues are eliminated in  consolidation  and revenues and
expenses of the consolidated partnerships are reflected in the income statement.

In connection with the Centerline Investors  acquisition,  we also consolidate a
number  of funds  which we manage  that  invest in  Commercial  Mortgage  Backed
Securities and re-securitization  trusts ("CMBS Partnerships") and a Direct Loan
Investment  fund.  We  maintain  an equity  interest  in each of these funds and
participate in the profits they generate.

As many of our revenues are eliminated when consolidating these partnerships, we
are presenting our revenues adjusted to exclude the impact of the consolidation.


<PAGE>



SUMMARY OF FIRST QUARTER 2007 FINANCING AND INVESTMENT ACTIVITY

The following is a summary of Centerline's financing and investment activity for
the three months ended March 31, 2007:

        FINANCING/ INVESTMENT ACTIVITY:

<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED
                                                             ------------------
(In thousands)                                                 MARCH 31, 2007
                                                             ------------------
<S>                                                               <C>
Mortgage Revenue Bonds                                            $ 17,480
Equity raised for Investment in LIHTC Properties                     6,444
Agency Loans (Fannie Mae/Freddie Mac)                              213,901
Centerline Direct(1)                                               203,685
Conduits/Insurance Company/Other Loans                              38,930
Collateralized Debt Obligation ("CDO") Securities                  101,700
High-Yield CMBS Certificates                                       123,242
Credit Default Swaps on Tax-Exempt Mortgage
     Revenue Bonds(2)                                              147,527
Centerline Urban Capital(3)                                         15,967
                                                                  --------
         TOTAL                                                    $868,876
                                                                  ========

</TABLE>

(1)  Centerline  Direct includes first mortgages,  bridge and mezzanine loans or
     equity  investments  funded through American  Mortgage  Acceptance  Company
     ("AMAC"), Centerline Investors or a fund managed by Centerline Investors.
(2)  Most of the Credit Default Swaps were provided for the re-securitization of
     existing mortgage revenue bonds within Centerline's portfolio.
(3)  Includes  mezzanine loans and preferred  equity  investments in multifamily
     properties.

MANAGEMENT CONFERENCE CALL

Management  will conduct a conference  call today,  May 10, 2007,  at 10:00 a.m.
Eastern Time to review the  Company's  first quarter  financial  results for the
period  ended  March  31,  2007.  Callers  will  be  invited  to ask  questions.
Investors,  brokers,  analysts,  and shareholders  wishing to participate should
call (800) 263-8506.  A webcast of the  presentation  will be available live and
can be accessed through the Company's website, www.centerline.com.  To listen to
the presentation via webcast,  please go to the website's  "Investor  Relations"
section  at  least  15  minutes  prior to the  start  of the  presentation.  For
interested  individuals unable to join the conference call, a replay of the call
will be available  through  Monday,  May 14, 2007, at (888)  203-1112  (Passcode
5729344) or on our website, through Friday, August 10, 2007.

SUPPLEMENTAL FINANCIAL INFORMATION

For  more  detailed  financial  information,   please  access  the  Supplemental
Financial  Package,  which is available in the Investor Relations section of the
Centerline website at www.centerline.com.

ABOUT THE COMPANY

Centerline  Capital  Group  (formerly  CharterMac),  a subsidiary  of Centerline
Holding Company (NYSE:CHC), lends, invests and manages capital with a core focus
on the real estate  industry.  Centerline  Capital Group is headquartered in New
York, New York and has over 500 employees in nine offices  throughout the United
States.   For  more   information,   please   visit   Centerline's   website  at
http://www.centerline.com  or contact the Investor Relations Department directly
at 800-831-4826.


<PAGE>



                   CENTERLINE HOLDING COMPANY AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                            ========================
                                                             March 31,   December 31,
                                                               2007          2006
                                                            ------------------------
                                                            (Unaudited)

<S>                                                         <C>          <C>
Revenue bonds - at fair value                               $2,460,894   $2,397,738
                                                            ----------   ----------
Net addition to assets from consolidation of partnerships   $5,811,484   $5,498,208
                                                            ----------   ----------
Total assets                                                $9,906,865   $9,688,516
                                                            ----------   ----------

Liabilities:
  Financing arrangements                                    $1,875,544   $1,801,170
                                                            ----------   ----------
  Preferred shares of subsidiary (subject to mandatory
   repurchase)                                              $  273,500   $  273,500
                                                            ----------   ----------
  Notes payable                                             $  443,540   $  591,165
                                                            ----------   ----------
  Liabilities of consolidated partnerships                  $2,664,412   $2,700,154
                                                            ----------   ----------

Total liabilities                                           $5,460,405   $5,580,333
                                                            ----------   ----------

Minority interests in consolidated subsidiaries             $  232,559   $  247,390
                                                            ----------   ----------
Preferred shares of subsidiary (not subject to mandatory
  repurchase)                                               $  104,000   $  104,000
                                                            ----------   ----------
Partners' interests in consolidated partnerships            $3,159,062   $2,806,661
                                                            ----------   ----------

Total shareholders' equity                                  $  950,839   $  950,132
                                                            ----------   ----------

</TABLE>
<TABLE>
<CAPTION>

                                                  ==================================================================================
                                                                             Three Months Ended March 31,
                                                                     2007                                       2006
                                                  -----------------------------------------   --------------------------------------
                                                                                       (Unaudited)
                                                     As                             As           As                          As
                                                  Reported     Adjustments(1)   Adjusted(1)   Reported    Adjustments(1) Adjusted(1)
                                                  ---------    --------------   -----------   ---------   -------------- -----------

<S>                                                <C>            <C>            <C>           <C>           <C>          <C>
Total revenues                                    $ 117,165      $ (29,889)     $  87,276     $  72,139     $   4,408    $  76,547

Interest expense                                    (33,026)            --        (33,026)      (21,831)           --      (21,831)
General and administrative                          (57,424)            --        (57,424)      (32,567)           --      (32,567)
Depreciation and amortization                       (11,498)            --        (11,498)       (8,913)           --       (8,913)
Loss on impairment of mortgage revenue bonds
  and other assets                                  (16,447)            --        (16,447)           --            --           --
Expenses and equity losses of consolidated
  partnerships                                     (104,262)       104,262             --       (84,376)       84,376           --
Equity and other income                               2,129          6,738          8,867         5,940            (3)       5,937
Loss (income) allocated to preferred shareholders
   and minority interests, net of tax                 4,561             --          4,561        (7,435)           --       (7,435)
Loss allocated to partners of consolidated
  partnerships                                       81,111        (81,111)            --        88,781       (88,781)          --
                                                  ---------      ---------      ---------     ---------     ---------    ---------

Income (loss) before income taxes                   (17,691)            --        (17,691)       11,738            --       11,738

Income tax benefit                                    2,946             --          2,946         2,919            --        2,919
                                                  ---------      ---------      ---------     ---------     ---------    ---------

Net (loss) income                                 $ (14,745)     $      --      $ (14,745)    $  14,657     $      --    $  14,657
                                                  =========      =========      =========     =========     =========    =========

  4.4% CRA Preferred dividend requirements           (1,188)            --         (1,188)       (1,188)           --       (1,188)
                                                  ---------      ---------      ---------     ---------     ---------    ---------

Net (loss) income available to common and CRA
   shareholders                                   $ (15,933)     $      --      $ (15,933)    $  13,469     $      --    $  13,469
                                                  =========      =========      =========     =========     =========    =========

Net (loss) income per share:
   Basic                                          $   (0.27)     $      --      $   (0.27)    $    0.23     $      --    $    0.23
                                                  =========      =========      =========     =========     =========    =========
   Diluted                                        $   (0.27)     $      --      $   (0.27)    $    0.23     $      --    $    0.23
                                                  =========      =========      =========     =========     =========    =========

Weighted average shares outstanding:
   Basic                                             57,957             --         57,957        58,578            --       58,578
                                                  =========      ==========     =========     =========     =========    =========
   Diluted                                           57,957             --         57,957        58,895            --       58,895
                                                  =========      =========      =========     =========     =========    =========

</TABLE>

<PAGE>



                   CENTERLINE HOLDING COMPANY AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)



   Reconciliation of Net Income to Cash Available for Distribution ("CAD")(2)

<TABLE>
<CAPTION>

                                                       ---------------------------
                                                       Three Months Ended March 31,
                                                           2007           2006
                                                       ------------   ------------
(In thousands)
<S>                                                      <C>           <C>
Net (loss) income                                        $(14,745)     $ 14,657

4.4% CRA Preferred dividends                               (1,188)       (1,188)

Interest income yield adjustments                           2,296           158

Fees deferred for GAAP                                       (942)       (1,154)

Depreciation and amortization expense                      11,498         8,913

Gain on sale of loans                                      (1,881)       (4,623)
Tax adjustment                                              1,204            32

Non-cash compensation                                       9,182         2,352
Difference between subsidiary equity distributions

   and income allocated to minority interests             (14,919)       (3,025)
Non-cash equity income                                     (1,995)          204

Loss on impairment of assets                               16,447            --

Other, net                                                   (315)       (1,071)
                                                         --------      --------
CAD                                                      $  4,642      $ 15,255
                                                         ========      ========

</TABLE>

(1) As  previously  reported,  Centerline  Holding  Company's  earnings  results
include  the  results  of  LIHTC  Partnerships  consolidated  pursuant  to  FASB
Interpretation 46 ( R ) or similar accounting  pronouncements,  as well as other
LIHTC and Property  Partnerships  we control,  but in which we have little or no
equity  interest.  As  Centerline  has  virtually  no equity  interest  in these
partnerships, the net losses generated by them were allocated almost entirely to
their investors.  The  consolidation of these  partnerships,  therefore,  has an
insignificant  impact on net income,  although certain  Centerline  revenues are
eliminated  in  consolidation  and  revenues  and  expenses of the  consolidated
partnerships are reflected in the income statement.  We act as a general partner
of the CMBS  Partnerships  we sponsor  and own a portion of the funds.  Adjusted
equity income includes our  proportionate  share of the profits as well as other
allocations for general partner services. The adjusted figures presented are not
in accordance with generally  accepted  accounting  principles  ("GAAP") but are
presented for the purpose of comparability.

(2) Centerline  Holding  Company  believes that Cash Available for  Distribution
("CAD") is helpful to investors in measuring the performance of our Company. CAD
is the  performance  measure  used  by our  chief  decision-makers  to  allocate
resources among our segments.  CAD represents net income (computed in accordance
with GAAP), adjusted for:

     o    Cash fees and other revenues  received but deferred in accordance with
          GAAP.  Fees  recognized  for CAD but  deferred  for GAAP  purposes are
          generally  earned over a period of time in connection  with certain of
          our product lines,  such as fund sponsorship and credit  intermediated
          fees.
     o    The effect of straight line revenue  recognition of interest income on
          revenue bonds with fixed changes in interest rates.
     o    Depreciation  and  amortization,  including  write-off  of  intangible
          assets.
     o    Non-cash  gains  recognized on sale of mortgage  loans when  servicing
          rights are retained.
     o    Losses on sales of loans or repayment of revenue bonds.
     o    Impairment losses.
     o    The portion of tax  benefit or  provision  that is not  expected to be
          realized in cash.
     o    Non-cash compensation expenses.
     o    The  difference  between  earnings  allocated to Subsidiary  Equity in
          accordance with GAAP and distributions to holders of that equity.

There is no generally accepted  methodology for computing CAD, and the Company's
computation of CAD may not be comparable to CAD reported by other companies. CAD
does not  represent  net cash  provided by operating  activities  determined  in
accordance  with GAAP and  should not be  considered  as an  alternative  to net
income  (determined  in accordance  with GAAP) as an indication of the Company's
performance,  as an alternative  to net cash provided from operating  activities
(determined  in accordance  with GAAP) as a measure of our  liquidity,  or as an
indication of our ability to make cash distributions.

<PAGE>



CERTAIN  STATEMENTS IN THIS DOCUMENT MAY CONSTITUTE  FORWARD-LOOKING  STATEMENTS
WITHIN THE MEANING OF THE "SAFE  HARBOR"  PROVISIONS  OF THE PRIVATE  SECURITIES
LITIGATION  REFORM  ACT OF 1995.  THESE  STATEMENTS  ARE  BASED ON  MANAGEMENT'S
CURRENT  EXPECTATIONS  AND  BELIEFS  AND ARE  SUBJECT TO A NUMBER OF FACTORS AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING  STATEMENTS.  THESE RISKS AND UNCERTAINTIES ARE
DETAILED IN CENTERLINE  HOLDING COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K
AND IN ITS OTHER  FILINGS  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION,  AND
INCLUDE,  AMONG OTHERS,  ADVERSE  CHANGES IN THE REAL ESTATE MARKETS  INCLUDING,
AMONG  OTHER   THINGS,   COMPETITION   WITH  OTHER   COMPANIES;   INTEREST  RATE
FLUCTUATIONS;  GENERAL ECONOMIC AND BUSINESS CONDITIONS, WHICH WILL, AMONG OTHER
THINGS,  AFFECT THE AVAILABILITY AND CREDIT  WORTHINESS OF PROSPECTIVE  TENANTS,
LEASE RENTS AND THE TERMS AND AVAILABILITY OF FINANCING FOR PROPERTIES  FINANCED
BY MORTGAGE REVENUE BONDS WE OWN;  ENVIRONMENT/SAFETY  REQUIREMENTS;  CHANGES IN
APPLICABLE  LAWS AND  REGULATIONS;  OUR TAX TREATMENT,  THE TAX TREATMENT OF OUR
SUBSIDIARIES  AND  THE  TAX  TREATMENT  OF  OUR  INVESTMENTS;  RISK  OF  DEFAULT
ASSOCIATED  WITH THE MORTGAGE  REVENUE BONDS AND OTHER  SECURITIES HELD BY US OR
OUR SUBSIDIARIES; RISKS ASSOCIATED WITH PROVIDING CREDIT INTERMEDIATION; RISK OF
LOSS UNDER MORTGAGE BANKING LOSS SHARING AGREEMENTS; THE RISK THAT RELATIONSHIPS
WITH KEY INVESTORS AND DEVELOPERS MAY NOT CONTINUE;  OUR ABILITY TO GENERATE FEE
INCOME MAY NOT  CONTINUE;  AND RISKS  RELATED TO THE FORM AND  STRUCTURE  OF OUR
FINANCING  ARRANGEMENTS.  SUCH  FORWARD-LOOKING  STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS  DOCUMENT.  CENTERLINE  HOLDING  COMPANY  EXPRESSLY  DISCLAIMS  ANY
OBLIGATION OR  UNDERTAKING  TO RELEASE  PUBLICLY ANY UPDATES OR REVISIONS TO ANY
FORWARD-LOOKING  STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN CENTERLINE
HOLDING  COMPANY'S  EXPECTATIONS  WITH  REGARD  THERETO  OR  CHANGE  IN  EVENTS,
CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.

                                       ###
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{"company-data": {"conformed-name": "CENTERLINE HOLDING CO", "cik": "0001043325", "assigned-sic": "6500", "irs-number": "133916825", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13237", "film-number": "07834948"}, "business-address": {"street1": "625 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2124215333"}, "mail-address": {"street1": "625 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": [{"former-conformed-name": "CHARTERMAC", "date-changed": "20031125"}, {"former-conformed-name": "CHARTER MUNICIPAL MORTGAGE ACCEPTANCE CO", "date-changed": "19970801"}]}
--------------------------------------------------------------------------------

                                  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 AND EXCHANGE ACT OF 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 10, 2007

--------------------------------------------------------------------------------

                           CENTERLINE HOLDING COMPANY
                              (FORMERLY CHARTERMAC)
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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                                    DELAWARE
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

        1-13237                                        13-3949418
(COMMISSION FILE NUMBER)                    (IRS EMPLOYER IDENTIFICATION NUMBER)

                     625 MADISON AVENUE, NEW YORK, NY 10022
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 317-5700

                                 NOT APPLICABLE
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT

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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))

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ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
           ---------------------------------------------

On May 10, 2007,  Centerline  Holding  Company  ("Centerline"  or the "Company")
(NYSE:  CHC) released a press release  announcing its financial  results for the
first  quarter  March 31, 2007. A copy of this press release is attached to this
Current Report as Exhibit 99.1 and incorporated herein by reference.

The  information  included in this Current  Report,  including  the  information
included in Exhibit 99.1 attached hereto,  is intended to be furnished  pursuant
to "Item 2.02.  Disclosure of Results of Operations and Financial Condition" and
not deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange
Act of 1934, as amended (the "Exchange  Act"),  or  incorporated by reference in
any filing under the  Securities Act of 1933, as amended  ("Securities  Act") or
the Exchange  Act, or otherwise  subject to the  liabilities  of that Section or
Sections 11 and 12 (a) (2) of the Securities Act.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
           ------------------------------------------------------------------

(a).  Financial Statements
      --------------------

Not Applicable

(b).  Pro Forma Financial Information
      -------------------------------

Not Applicable

(c).  Exhibits
      --------

99.1 Press Release dated May 10, 2007, "Centerline Holding Company Reports First
Quarter 2007 Financial Results".
--------------------------------------------------------------------------------

                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  and 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)

                                                    BY:  /s/ Robert L. Levy
                                                         ------------------
                                                         Robert L. Levy
                                                         Chief Financial Officer

May 10, 2007
AT THE COMPANY
--------------
Brenda Abuaf, Corporate Communications
(800) 831-4826

                       CENTERLINE HOLDING COMPANY REPORTS
                      FIRST QUARTER 2007 FINANCIAL RESULTS

NEW  YORK,  NY  -  MAY  10,  2007  -  Centerline  Holding  Company  (NYSE:  CHC)
("Centerline" or the "Company"), the parent company of Centerline Capital Group,
today announced financial results for the first quarter ended March 31, 2007.

"Due to the  seasonality  of our  business,  our  origination  volume across our
business lines tends to be the slowest in the first quarter and as a result, our
earnings and Cash Available for  Distribution  are not earned evenly  throughout
the year," said Marc D.  Schnitzer,  Chief  Executive  Officer and  President of
Centerline.  "In addition,  our first quarter financial results were impacted by
an impairment we recorded in connection  with revenue bonds secured by mortgages
on six  properties  and a charge  to  reserve  against  associated  receivables.
Therefore, while our dividend payout ratio is above 100% in this quarter, we are
comfortable that our annual dividend will continue to have adequate coverage. We
have solid  investment  pipelines in both our  Commercial  Real Estate Group and
Affordable  Housing  Group  and  we  continue  to  see a  tremendous  amount  of
transaction  volume.  In  addition,   we  are  working  on  several  new  growth
initiatives  we expect to launch  in 2007.  Based on the  progress  we have made
executing our business plan to date, we remain  confident  that we will meet our
investment  and financial  goals for the year and do not believe it is necessary
to revise our guidance at this time."

REVENUE BOND IMPAIRMENTS

During the first quarter, the Company recorded a $16.4 million impairment charge
in connection  with revenue bonds secured by mortgages on six  properties  and a
$5.5 million charge to reserve against associated receivables, which resulted in
a $0.38 per  share  impact to net  income  and a $0.09 per share  impact to Cash
Available for Distribution.

A majority of the impairment  ($13.7 million) was related to affordable  housing
properties the Company  financed with two developers who  experienced  financial
difficulties  in 2005. At that time, the Company ceased  business  dealings with
these  developers  and  acquired  the  general  partnership   interests  in  the
partnerships  that own the properties in which Centerline  sponsored funds are a
limited  partner.  The financial  difficulties  experienced by these  developers
created construction finance shortfalls and consequential liquidity problems for
the property partnerships. Since 2005, the Company has advanced $32.4 million to
the  partnerships in the form of loans to fund  construction and lease up. As of
March 31, 2007,  the Company's  exposure to these  developers  included  revenue
bonds  with a total  fair  value of $244.0  million,  secured  by  mortgages  on
eighteen properties. Affiliates of Centerline hold the general partner interests
in ten of these property partnerships.

In connection with the August,  2006  acquisition of Centerline  Investors I LLC
(formerly ARCap  Investors,  L.L.C. - "Centerline  Investors") and the Company's
subsequent  corporate  re-engineering,  Centerline  has  strengthened  its asset
management   platform  and  greatly  enhanced  the  Company's  asset  management
capabilities.   This  quarter,  as  the  properties  have  seasoned,  the  Asset
Management Group reassessed the Company's  strategy with respect to the recovery
of  Centerline's  advances to these  properties  and  undertook an initiative to
determine the most advantageous  strategy for preserving the Company's  capital.
While the  strategy  remains  under  review,  based upon the  current  analysis,
Centerline  recorded the $13.7  million  impairment  with respect to four of the
revenue  bonds due in part to revised  estimates of the level and timing of cash
flows  for  the  valuation  of  the   properties.   In   connection   with  that
determination,  the Asset  Management  Group  concluded  that  advances  made to
partnerships  in connection  with those  underlying  properties may not be fully
recoverable and the Company recorded a reserve of approximately $5.5 million.
Centerline's Asset Management Group continues to analyze strategic  alternatives
to determine the best course of action with respect to recovering  the Company's
advances and  therefore,  there are no  assurances we will not record any future
impairments.

FINANCIAL HIGHLIGHTS

The table below summarizes  Centerline's revenues,  revenues adjusted to exclude
the  impact  of  consolidated  partnerships,  Cash  Available  for  Distribution
("CAD"),  Centerline's primary performance measure, and net income for the three
months ended March 31, 2007 and 2006.
THREE MONTHS ENDED MARCH 31,
                                                    ---------------------------
(In thousands, except per share data)                  2007              2006
                                                     ---------        ---------
Revenues                                             $ 117,165        $  72,139
Revenues Adjusted to exclude
       Consolidated Partnerships(a)                  $  87,276        $  76,547
CAD(b)                                               $   4,642        $  15,255
Net (Loss) Income                                    $ (14,745)       $  14,657

Per Share Data (diluted):
  CAD(b)                                             $    0.08        $    0.26
  Net (Loss) Income                                  $   (0.27)       $    0.23
(A) SEE THE DISCUSSION BELOW FOR ADJUSTED REVENUES.

(B) SEE FOOTNOTE (2) TO THE SELECTED FINANCIAL DATA ON PAGE (5) FOR A DISCUSSION
OF CAD.

Centerline  recorded a net loss for the 2007 period as compared to net income in
the 2006 quarter.  Much of the decline was due to impairment  charges recognized
on revenue bonds, a reserve  against  associated  receivables and non-cash costs
stemming from the acquisition of Centerline  Investors,  such as amortization of
restricted shares awarded in connection with the transaction and amortization of
intangible  assets acquired at that time. Other factors  contributing to the net
loss in the 2007  period  were  increased  interest  costs and  severance  costs
associated  with the first quarter  retirement of  Centerline's  Chief Operating
Officer,  Alan Hirmes.  The growth in revenues was due mostly to revenues earned
by funds we consolidated upon the acquisition of Centerline  Investors in August
2006, and the interest income from investments held by Centerline Investors.

ADJUSTED REVENUES

As previously  reported,  Centerline's  operating results include the results of
LIHTC  Partnerships  consolidated  pursuant to FASB  Interpretation  46 ( R ) or
similar  accounting  pronouncements,   as  well  as  other  LIHTC  and  Property
Partnerships we control,  but in which we have little or no equity interest.  As
Centerline  has  virtually  no equity  interest in these  partnerships,  the net
losses they generated were allocated  almost  entirely to their  investors.  The
consolidation,  therefore,  has an insignificant impact on net income,  although
certain  Centerline  revenues are eliminated in  consolidation  and revenues and
expenses of the consolidated partnerships are reflected in the income statement.

In connection with the Centerline Investors  acquisition,  we also consolidate a
number  of funds  which we manage  that  invest in  Commercial  Mortgage  Backed
Securities and re-securitization  trusts ("CMBS Partnerships") and a Direct Loan
Investment  fund.  We  maintain  an equity  interest  in each of these funds and
participate in the profits they generate.

As many of our revenues are eliminated when consolidating these partnerships, we
are presenting our revenues adjusted to exclude the impact of the consolidation.
SUMMARY OF FIRST QUARTER 2007 FINANCING AND INVESTMENT ACTIVITY

The following is a summary of Centerline's financing and investment activity for
the three months ended March 31, 2007:

        FINANCING/ INVESTMENT ACTIVITY:
THREE MONTHS ENDED
                                                             ------------------
(In thousands)                                                 MARCH 31, 2007
                                                             ------------------
Mortgage Revenue Bonds                                            $ 17,480
Equity raised for Investment in LIHTC Properties                     6,444
Agency Loans (Fannie Mae/Freddie Mac)                              213,901
Centerline Direct(1)                                               203,685
Conduits/Insurance Company/Other Loans                              38,930
Collateralized Debt Obligation ("CDO") Securities                  101,700
High-Yield CMBS Certificates                                       123,242
Credit Default Swaps on Tax-Exempt Mortgage
     Revenue Bonds(2)                                              147,527
Centerline Urban Capital(3)                                         15,967
                                                                  --------
         TOTAL                                                    $868,876
                                                                  ========
(1)  Centerline  Direct includes first mortgages,  bridge and mezzanine loans or
     equity  investments  funded through American  Mortgage  Acceptance  Company
     ("AMAC"), Centerline Investors or a fund managed by Centerline Investors.
(2)  Most of the Credit Default Swaps were provided for the re-securitization of
     existing mortgage revenue bonds within Centerline's portfolio.
(3)  Includes  mezzanine loans and preferred  equity  investments in multifamily
     properties.

MANAGEMENT CONFERENCE CALL

Management  will conduct a conference  call today,  May 10, 2007,  at 10:00 a.m.
Eastern Time to review the  Company's  first quarter  financial  results for the
period  ended  March  31,  2007.  Callers  will  be  invited  to ask  questions.
Investors,  brokers,  analysts,  and shareholders  wishing to participate should
call (800) 263-8506.  A webcast of the  presentation  will be available live and
can be accessed through the Company's website, www.centerline.com.  To listen to
the presentation via webcast,  please go to the website's  "Investor  Relations"
section  at  least  15  minutes  prior to the  start  of the  presentation.  For
interested  individuals unable to join the conference call, a replay of the call
will be available  through  Monday,  May 14, 2007, at (888)  203-1112  (Passcode
5729344) or on our website, through Friday, August 10, 2007.

SUPPLEMENTAL FINANCIAL INFORMATION

For  more  detailed  financial  information,   please  access  the  Supplemental
Financial  Package,  which is available in the Investor Relations section of the
Centerline website at www.centerline.com.

ABOUT THE COMPANY

Centerline  Capital  Group  (formerly  CharterMac),  a subsidiary  of Centerline
Holding Company (NYSE:CHC), lends, invests and manages capital with a core focus
on the real estate  industry.  Centerline  Capital Group is headquartered in New
York, New York and has over 500 employees in nine offices  throughout the United
States.   For  more   information,   please   visit   Centerline's   website  at
http://www.centerline.com  or contact the Investor Relations Department directly
at 800-831-4826.
CENTERLINE HOLDING COMPANY AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)
========================
                                                             March 31,   December 31,
                                                               2007          2006
                                                            ------------------------
                                                            (Unaudited)
Revenue bonds - at fair value                               $2,460,894   $2,397,738
                                                            ----------   ----------
Net addition to assets from consolidation of partnerships   $5,811,484   $5,498,208
                                                            ----------   ----------
Total assets                                                $9,906,865   $9,688,516
                                                            ----------   ----------

Liabilities:
  Financing arrangements                                    $1,875,544   $1,801,170
                                                            ----------   ----------
  Preferred shares of subsidiary (subject to mandatory
   repurchase)                                              $  273,500   $  273,500
                                                            ----------   ----------
  Notes payable                                             $  443,540   $  591,165
                                                            ----------   ----------
  Liabilities of consolidated partnerships                  $2,664,412   $2,700,154
                                                            ----------   ----------

Total liabilities                                           $5,460,405   $5,580,333
                                                            ----------   ----------

Minority interests in consolidated subsidiaries             $  232,559   $  247,390
                                                            ----------   ----------
Preferred shares of subsidiary (not subject to mandatory
  repurchase)                                               $  104,000   $  104,000
                                                            ----------   ----------
Partners' interests in consolidated partnerships            $3,159,062   $2,806,661
                                                            ----------   ----------

Total shareholders' equity                                  $  950,839   $  950,132
                                                            ----------   ----------
==================================================================================
                                                                             Three Months Ended March 31,
                                                                     2007                                       2006
                                                  -----------------------------------------   --------------------------------------
                                                                                       (Unaudited)
                                                     As                             As           As                          As
                                                  Reported     Adjustments(1)   Adjusted(1)   Reported    Adjustments(1) Adjusted(1)
                                                  ---------    --------------   -----------   ---------   -------------- -----------
Total revenues                                    $ 117,165      $ (29,889)     $  87,276     $  72,139     $   4,408    $  76,547

Interest expense                                    (33,026)            --        (33,026)      (21,831)           --      (21,831)
General and administrative                          (57,424)            --        (57,424)      (32,567)           --      (32,567)
Depreciation and amortization                       (11,498)            --        (11,498)       (8,913)           --       (8,913)
Loss on impairment of mortgage revenue bonds
  and other assets                                  (16,447)            --        (16,447)           --            --           --
Expenses and equity losses of consolidated
  partnerships                                     (104,262)       104,262             --       (84,376)       84,376           --
Equity and other income                               2,129          6,738          8,867         5,940            (3)       5,937
Loss (income) allocated to preferred shareholders
   and minority interests, net of tax                 4,561             --          4,561        (7,435)           --       (7,435)
Loss allocated to partners of consolidated
  partnerships                                       81,111        (81,111)            --        88,781       (88,781)          --
                                                  ---------      ---------      ---------     ---------     ---------    ---------

Income (loss) before income taxes                   (17,691)            --        (17,691)       11,738            --       11,738

Income tax benefit                                    2,946             --          2,946         2,919            --        2,919
                                                  ---------      ---------      ---------     ---------     ---------    ---------

Net (loss) income                                 $ (14,745)     $      --      $ (14,745)    $  14,657     $      --    $  14,657
                                                  =========      =========      =========     =========     =========    =========

  4.4% CRA Preferred dividend requirements           (1,188)            --         (1,188)       (1,188)           --       (1,188)
                                                  ---------      ---------      ---------     ---------     ---------    ---------

Net (loss) income available to common and CRA
   shareholders                                   $ (15,933)     $      --      $ (15,933)    $  13,469     $      --    $  13,469
                                                  =========      =========      =========     =========     =========    =========

Net (loss) income per share:
   Basic                                          $   (0.27)     $      --      $   (0.27)    $    0.23     $      --    $    0.23
                                                  =========      =========      =========     =========     =========    =========
   Diluted                                        $   (0.27)     $      --      $   (0.27)    $    0.23     $      --    $    0.23
                                                  =========      =========      =========     =========     =========    =========

Weighted average shares outstanding:
   Basic                                             57,957             --         57,957        58,578            --       58,578
                                                  =========      ==========     =========     =========     =========    =========
   Diluted                                           57,957             --         57,957        58,895            --       58,895
                                                  =========      =========      =========     =========     =========    =========
CENTERLINE HOLDING COMPANY AND SUBSIDIARIES
                             SELECTED FINANCIAL DATA
                    (In thousands, except per share amounts)

   Reconciliation of Net Income to Cash Available for Distribution ("CAD")(2)
---------------------------
                                                       Three Months Ended March 31,
                                                           2007           2006
                                                       ------------   ------------
(In thousands)
Net (loss) income                                        $(14,745)     $ 14,657

4.4% CRA Preferred dividends                               (1,188)       (1,188)

Interest income yield adjustments                           2,296           158

Fees deferred for GAAP                                       (942)       (1,154)

Depreciation and amortization expense                      11,498         8,913

Gain on sale of loans                                      (1,881)       (4,623)
Tax adjustment                                              1,204            32

Non-cash compensation                                       9,182         2,352
Difference between subsidiary equity distributions

   and income allocated to minority interests             (14,919)       (3,025)
Non-cash equity income                                     (1,995)          204

Loss on impairment of assets                               16,447            --

Other, net                                                   (315)       (1,071)
                                                         --------      --------
CAD                                                      $  4,642      $ 15,255
                                                         ========      ========
(1) As  previously  reported,  Centerline  Holding  Company's  earnings  results
include  the  results  of  LIHTC  Partnerships  consolidated  pursuant  to  FASB
Interpretation 46 ( R ) or similar accounting  pronouncements,  as well as other
LIHTC and Property  Partnerships  we control,  but in which we have little or no
equity  interest.  As  Centerline  has  virtually  no equity  interest  in these
partnerships, the net losses generated by them were allocated almost entirely to
their investors.  The  consolidation of these  partnerships,  therefore,  has an
insignificant  impact on net income,  although certain  Centerline  revenues are
eliminated  in  consolidation  and  revenues  and  expenses of the  consolidated
partnerships are reflected in the income statement.  We act as a general partner
of the CMBS  Partnerships  we sponsor  and own a portion of the funds.  Adjusted
equity income includes our  proportionate  share of the profits as well as other
allocations for general partner services. The adjusted figures presented are not
in accordance with generally  accepted  accounting  principles  ("GAAP") but are
presented for the purpose of comparability.

(2) Centerline  Holding  Company  believes that Cash Available for  Distribution
("CAD") is helpful to investors in measuring the performance of our Company. CAD
is the  performance  measure  used  by our  chief  decision-makers  to  allocate
resources among our segments.  CAD represents net income (computed in accordance
with GAAP), adjusted for:

     o    Cash fees and other revenues  received but deferred in accordance with
          GAAP.  Fees  recognized  for CAD but  deferred  for GAAP  purposes are
          generally  earned over a period of time in connection  with certain of
          our product lines,  such as fund sponsorship and credit  intermediated
          fees.
     o    The effect of straight line revenue  recognition of interest income on
          revenue bonds with fixed changes in interest rates.
     o    Depreciation  and  amortization,  including  write-off  of  intangible
          assets.
     o    Non-cash  gains  recognized on sale of mortgage  loans when  servicing
          rights are retained.
     o    Losses on sales of loans or repayment of revenue bonds.
     o    Impairment losses.
     o    The portion of tax  benefit or  provision  that is not  expected to be
          realized in cash.
     o    Non-cash compensation expenses.
     o    The  difference  between  earnings  allocated to Subsidiary  Equity in
          accordance with GAAP and distributions to holders of that equity.

There is no generally accepted  methodology for computing CAD, and the Company's
computation of CAD may not be comparable to CAD reported by other companies. CAD
does not  represent  net cash  provided by operating  activities  determined  in
accordance  with GAAP and  should not be  considered  as an  alternative  to net
income  (determined  in accordance  with GAAP) as an indication of the Company's
performance,  as an alternative  to net cash provided from operating  activities
(determined  in accordance  with GAAP) as a measure of our  liquidity,  or as an
indication of our ability to make cash distributions.
CERTAIN  STATEMENTS IN THIS DOCUMENT MAY CONSTITUTE  FORWARD-LOOKING  STATEMENTS
WITHIN THE MEANING OF THE "SAFE  HARBOR"  PROVISIONS  OF THE PRIVATE  SECURITIES
LITIGATION  REFORM  ACT OF 1995.  THESE  STATEMENTS  ARE  BASED ON  MANAGEMENT'S
CURRENT  EXPECTATIONS  AND  BELIEFS  AND ARE  SUBJECT TO A NUMBER OF FACTORS AND
UNCERTAINTIES  THAT COULD CAUSE ACTUAL RESULTS TO DIFFER  MATERIALLY  FROM THOSE
DESCRIBED IN THE FORWARD-LOOKING  STATEMENTS.  THESE RISKS AND UNCERTAINTIES ARE
DETAILED IN CENTERLINE  HOLDING COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K
AND IN ITS OTHER  FILINGS  WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION,  AND
INCLUDE,  AMONG OTHERS,  ADVERSE  CHANGES IN THE REAL ESTATE MARKETS  INCLUDING,
AMONG  OTHER   THINGS,   COMPETITION   WITH  OTHER   COMPANIES;   INTEREST  RATE
FLUCTUATIONS;  GENERAL ECONOMIC AND BUSINESS CONDITIONS, WHICH WILL, AMONG OTHER
THINGS,  AFFECT THE AVAILABILITY AND CREDIT  WORTHINESS OF PROSPECTIVE  TENANTS,
LEASE RENTS AND THE TERMS AND AVAILABILITY OF FINANCING FOR PROPERTIES  FINANCED
BY MORTGAGE REVENUE BONDS WE OWN;  ENVIRONMENT/SAFETY  REQUIREMENTS;  CHANGES IN
APPLICABLE  LAWS AND  REGULATIONS;  OUR TAX TREATMENT,  THE TAX TREATMENT OF OUR
SUBSIDIARIES  AND  THE  TAX  TREATMENT  OF  OUR  INVESTMENTS;  RISK  OF  DEFAULT
ASSOCIATED  WITH THE MORTGAGE  REVENUE BONDS AND OTHER  SECURITIES HELD BY US OR
OUR SUBSIDIARIES; RISKS ASSOCIATED WITH PROVIDING CREDIT INTERMEDIATION; RISK OF
LOSS UNDER MORTGAGE BANKING LOSS SHARING AGREEMENTS; THE RISK THAT RELATIONSHIPS
WITH KEY INVESTORS AND DEVELOPERS MAY NOT CONTINUE;  OUR ABILITY TO GENERATE FEE
INCOME MAY NOT  CONTINUE;  AND RISKS  RELATED TO THE FORM AND  STRUCTURE  OF OUR
FINANCING  ARRANGEMENTS.  SUCH  FORWARD-LOOKING  STATEMENTS SPEAK ONLY AS OF THE
DATE OF THIS  DOCUMENT.  CENTERLINE  HOLDING  COMPANY  EXPRESSLY  DISCLAIMS  ANY
OBLIGATION OR  UNDERTAKING  TO RELEASE  PUBLICLY ANY UPDATES OR REVISIONS TO ANY
FORWARD-LOOKING  STATEMENTS CONTAINED HEREIN TO REFLECT ANY CHANGE IN CENTERLINE
HOLDING  COMPANY'S  EXPECTATIONS  WITH  REGARD  THERETO  OR  CHANGE  IN  EVENTS,
CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENT IS BASED.

                                       ###