SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CARTER DARYL J

(Last)

(First)

(Middle)

625 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/03/2007

3. Issuer Name and Ticker or Trading Symbol
CENTERLINE HOLDING CO [ CHC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		EXECUTIVE MANAGING DIRECTOR

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	37,203⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Special Membership Units of CM Investors LLC	04/03/2007	⁽²⁾	Common Shares⁽³⁾	278,203	⁽⁴⁾	I	The SMUs are held by Daryl and Renee Carter Trust in which Mr. Carter is a Co-Trustee.

Explanation of Responses:

1. The Issuer granted 37,203 restricted common shares to Mr. Carter pursuant to its Amended and Restated Incentive Share Plan (the "Restricted Shares"). Of those Restricted Shares (i) 23,610 Restricted Shares will vest in three equal cumulative installments of 331/3%, over a three year period commencing March 1, 2008; and (ii) 13,593 Restricted Shares will vest with 3,398 vesting on March 1, 2008, 3,398 vesting on March 1, 2009 and the final 6,797 vesting on March 1, 2010.

2. N/A

3. CM Investors LLC granted the indicated SMUs to Mr. Carter pursuant to its Second Amended and Restated Limited Liability Company Agreement. CM Investors LLC is a subsidiary of the Issuer.

4. The special membership units (the "SMUs") are exchangeable on a one-to-one basis into common shares.

Remarks:

	/s/ Daryl J. Carter	04/12/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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