Item 2.02. Results of Operations and Financial Condition.

     On May 27, 2007, Tarragon Corporation (the “Company”) issued a press release reporting its results for the three months ended March 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

     On May 20, 2008, the Company received a NASDAQ Staff Determination notice stating that the Company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14) because it did not timely file a quarterly report on Form 10-Q for the period ended March 31, 2008, and that its common stock is therefore subject to delisting from the NASDAQ Stock Market unless the Company requests a hearing before a NASDAQ Listing Qualifications Panel.

     The Company filed its first quarter report on Form 10-Q for the period ended March 31, 2008 within the period provided to appeal this determination, and expects to receive confirmation from The Nasdaq Stock Market that it has demonstrated compliance with all Nasdaq requirements and that the common stock will remain listed.

Item 8.01. Other Events.

          See Item 2.02 Results of Operations and Financial Condition.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Description
99.1		Tarragon press release dated May 27, 2008

SIGNATURE

          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.

Date: May 27, 2008

EXHIBIT INDEX

99.1		Tarragon press release dated May 27, 2008