8-K

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                       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 7, 2006

                              Diomed Holdings, Inc.



                                                                                      
               Delaware                                000-32045                              84-140636
    (State or other jurisdiction of            (Commission File Number)           (IRS Employer Identification No.)
            incorporation)

                       1 Dundee Park
                        Andover, MA                                                   01810
         (Address of Principal Executive Offices)                                   (Zip Code)



       Registrant's telephone number, including area code: (978-475-7771)



ITEM 8.01  OTHER EVENTS

As reported in the Diomed Holdings, Inc. (the "Company") Current Report on Form
8-K filed on June 2, 2006, the American Stock Exchange ("AMEX") notified the
Company that it failed to satisfy Section 1003(a)(ii) of the AMEX Company
Guide's standards for continued listing on the AMEX. The basis for this failure
is that the Company's stockholders' equity, as reported in the Company's
Quarterly Report on 10-QSB for the quarter ended March 31, 2006, is less than
$4,000,000. Application of this standard excludes $7.9 million of
mezzanine-level preferred stock reported on the Company's balance sheet at March
31, 2006.

The AMEX invited the Company to submit to it a plan setting forth the action
that the Company has taken, or will take, that would bring the Company into
compliance with this continued listing standard within 18 months. The Company
timely submitted such a plan to the AMEX.

On August 3, 2006, the AMEX notified the Company that the AMEX has determined
that the Company made a reasonable demonstration of an ability to regain
compliance with the continued listing standards by the end of the plan period
(which is December 1, 2007). Accordingly, the Company expects to continue its
listing on the AMEX and to regain compliance with Section 1103(a)(ii) and to be
in compliance will all other applicable AMEX continued listing criteria.

As a condition to the continued listing during the plan period, the Company will
provide the AMEX with updates regarding the initiatives set forth in the plan
from time-to-time (and at least quarterly), and will be subject to periodic
review by the AMEX. If the Company does not demonstrate to the AMEX that it has
made progress consistent with the plan to regain compliance with the AMEX
continued listing standards by December 1, 2007, or if the AMEX determines that
delisting is appropriate in the public interest, then the AMEX may initiate
delisting proceedings.

The Company's proposed $10 million private placement equity financing, announced
July 27, 2006, is one of the significant milestones set forth in the plan. If
this financing is completed, stockholders' equity will increase to up to $20
million as a result of both the new $10 million to be invested in exchange for a
new series of preferred stock (which will be included in stockholders' equity
for purposes of AMEX Rule 1103(a)(ii)) and the exchange of all currently
outstanding shares of preferred stock (which are not currently included in
stockholders' equity for the purposes of AMEX Rule 1103(a)(ii)) for a shares of
the new series of preferred stock. Therefore, the Company will be in compliance
with AMEX Rule 1103(a)(ii) immediately upon completion of this proposed
financing.

A copy of the Notice is attached hereto as Exhibit 99.1, and a copy of the
Company's press release regarding receipt of the AMEX August 7, 2006 notice is
attached hereto as Exhibit 99.2.


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The Company's board of directors has scheduled a special meeting of stockholders
on September 27, 2006 for the purposes of voting on proposals relating to the
Company's proposed $10 million private placement financing. The record date for
this special meeting will be August 15, 2006. The Company will distribute a
notice of the meeting and proxy statement to its stockholders of record after
filing these materials with the Securities and Exchange Commission.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

99.1             Letter from AMEX to Diomed Holdings, Inc. dated August 3, 2006
99.2             Press Release by Diomed Holdings, Inc. dated August 7, 2006

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                                   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.

                                             Diomed Holdings, Inc.
                                             (Registrant)

Date:    August 7, 2006                      By:        /s/  DAVID B. SWANK
                                                       ------------------------
                                             Name:     David B. Swank
                                             Title:    Chief Financial Officer

List of Exhibits:
99.1             Letter from AMEX to Diomed Holdings, Inc. dated August 3, 2006
99.2             Press Release by Diomed Holdings, Inc. dated August 7, 2006


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EX-99.1

EX-99.2

                                                                    Exhibit 99.2

               DIOMED PLAN FOR CONTINUED LISTING ACCEPTED BY AMEX

ANDOVER, MA, August 7, 2006, --- Diomed Holdings, Inc. (AMEX: DIO - News), a
leading developer and marketer of minimally invasive medical technologies, today
announced that on August 3, 2006, the American Stock Exchange (the "Exchange")
notified the Company that it accepted the Company's plan of compliance and
granted the Company an extension until December 1, 2007 to regain compliance
with the continued listing standards.

On June 1, 2006, the Company received notice from the Exchange advising the
Company that, based on the Company's balance sheet included in its March 31,
2006 quarterly report, it did not satisfy Section 1003(a)(ii) of the AMEX
Company Guide's standards for continued listing on the Exchange. The standard
requires that a company maintain at least $4 million in stockholders' equity if
the company has sustained losses from continuing operations in three of its four
most recent fiscal years. Application of the standard excludes $7.9 million of
the Company's mezzanine-level preferred stock reported on its balance sheet at
March 31, 2006.

According to the notice, the Company was afforded the opportunity to submit a
plan by July 3, 2006 advising the Exchange what plans it had taken or will take
to bring it into compliance with the continued listing standards within 18
months. On June 29, 2006, the Company provided its plan to the Exchange for
review and consideration.

On August 3, 2006, the Exchange notified the Company that it accepted the
Company's plan of compliance and granted the Company an extension until December
1, 2007 to regain compliance with the continued listing standards. The Company
will be subject to periodic review by the Exchange Staff during the extension
period. Failure to make progress consistent with the plan or to regain
compliance with the continued listing standards by the end of the extension
period could result in the Company being delisted from the American Stock
Exchange.

"We are pleased that the Exchange has accepted our Plan and believe that the
first step in regaining full compliance will be achieved by the stockholders'
approval of the $10 million private placement announced on July 27, 2006,"
commented David B. Swank, Chief Financial Officer of Diomed Holdings, Inc. "This
financing will result in the Company increasing Stockholders' Equity to
approximately $20 million, significantly above the listing requirement of $4
million, while concurrently eliminating the mezzanine-level preferred stock,"
Added Mr. Swank..

The financing will include issuing 870 shares of new 2006 preferred stock
exchangeable into approximately 8.7 million shares of common stock for $10
million in proceeds. The shares of the new series of preferred stock will be
issued without warrants attached and provide for no dividends except in the
event of a future dilutive equity issuance. In addition, the Company will
exchange 4 million shares of the outstanding mezzanine-level 2005 preferred
stock and issue 865 shares of new 2006 preferred stock, exchangeable into an
aggregate of $8.7 million shares of common stock.

Completion of the financing is conditioned on the Company's obtaining prior
stockholder approval, among other things. The Company has scheduled a special
meeting of stockholders on September 27, 2006, for purposes of seeking
stockholder approval of the financing and related matters. Stockholders of
record on August 15, 2006 will be entitled to vote at the special meeting.
Further details will be included in the Company's notice of special meeting and
proxy statement, which the Company will distribute to its stockholders of record
after filing with the Securities and Exchange Commission.


The Company will file a Current Report on Form 8-K with the Securities and
Exchange Commission regarding this matter.

About Diomed
Diomed develops and commercializes minimal and micro-invasive medical procedures
that use its proprietary laser technologies and disposable products. Diomed's
EVLT(R) laser vein ablation procedure is used in varicose vein treatments.
Diomed also provides photodynamic therapy (PDT) for use in cancer treatments,
and dental and general surgical applications. The EVLT(R) procedure and the
Company's related products were cleared by the United States FDA in January of
2002. Along with lasers and single-use procedure kits for its EVLT(R) laser vein
treatment, the Company provides its customers with state of the art physician
training and practice development support. Additional information is available
on the Company's website: www.evlt.com.

EVLT(R) is a registered trademark of Diomed Inc., Andover, MA.

Safe Harbors

This press release does not constitute an offer of any securities for sale.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these transactions or the securities
to be issued in connection with the transactions referred to herein.

Safe Harbor statements under the Private Securities Litigation Reform Act of
1995: Statements in this news release looking forward in time involve risks and
uncertainties, including the risks associated with trends in the products
markets, reliance on third party distributors in various countries outside the
United States, reoccurring orders under OEM contracts, market acceptance risks,
technical development risks and other risk factors. These statements relate to
our future plans, objectives, expectations and intentions. These statements may
be identified by the use of words such as "may," "will," "should," "potential,"
"expects," "anticipates," "intends," "plans," "believes" and similar
expressions. These statements are based on our current beliefs, expectations and
assumptions and are subject to a number of risks and uncertainties. Our actual
results could differ materially from those discussed in these statements. Our
Annual Report on Form SEC 10-KSB/A (the "Annual Report") contains a discussion
of certain of the risks and uncertainties that affect our business. We refer you
to the "Risk Factors" on pages 23 through 38 of the Annual Report for a
discussion of certain risks, including those relating to our business as a
medical device company without a significant operating record and with operating
losses, our risks relating to our commercialization of our current and future
products and applications and risks relating to our common stock and its market
value. Diomed disclaims any obligation or duty to update or correct any of its
forward-looking statements.

For more information contact:
Christopher J. Geberth, VP Finance          Carney Duntsch
Diomed Holdings, Inc.                       Burns McClellan, Investor Relations
Phone:   866-4DIOMED                        Phone:  212-213-0006
email: cgeberth@diomedinc.com               email :  cduntsch@burnsmc.com