UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Centerline Holding Company
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
15188T108
--------------------------------------------------------------------------------
(CUSIP Number)
June 19, 2008
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
----------
*This Schedule 13G amendment is being filed to report that as of June 19,
2008, Weiss Multi-Strategy Partners LLC beneficially owns more than 5% of the
shares of Common Stock of Centerline Holding Company. As a result, Weiss
Multi-Strategy Partners LLC has been added as a reporting person.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No 15188T108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Weiss Multi-Strategy Advisers LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,100,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,100,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No 15188T108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George A. Weiss
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,100,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,100,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
CUSIP No 15188T108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frederick E. Doucette III
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
5,100,000
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
5,100,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,100,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
CUSIP No 15188T108
---------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Weiss Multi-Strategy Partners LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
2,686,029
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
2,686,029
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,686,029
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No 15188T108
---------
Item 1. (a). Name of Issuer:
Centerline Holding Company
------------------------------------------------------------------
(b). Address of Issuer's Principal Executive Offices: 625 Madison
Avenue
New York, New York 10022
------------------------------------------------------------------
Item 2. (a). Name of Person Filing:
Weiss Multi-Strategy Advisers LLC
George A. Weiss
Frederick E. Doucette III
Weiss Multi-Strategy Partners LLC
------------------------------------------------------------------
(b). Address of Principal Business Office, or if None, Residence:
Weiss Multi-Strategy Advisers LLC
One State Street, 20th Floor
Hartford, CT 06103
George A. Weiss
c/o Weiss Multi-Strategy Advisers LLC
One State Street, 20th Floor
Hartford, CT 06103
Frederick E. Doucette III
c/o Weiss Multi-Strategy Advisers LLC
One State Street, 20th Floor
Hartford, CT 06103
Weiss Multi-Strategy Partners LLC
One State Street, 20th Floor
Hartford, CT 06103
------------------------------------------------------------------
(c). Citizenship:
Weiss Multi-Strategy Advisers LLC - Delaware limited liability
company
George A. Weiss - United States
Frederick E. Doucette III - United States
Weiss Multi-Strategy Partners LLC - Delaware limited liability
company
------------------------------------------------------------------
(d). Title of Class of Securities:
Common Stock, no par value
------------------------------------------------------------------
(e). CUSIP Number:
15188T108
------------------------------------------------------------------
Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b),
or (c), check whether the person filing is a
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with ss.
240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item
1.
(a) Amount beneficially owned:
Weiss Multi-Strategy Advisers LLC: 5,100,000 shares
George A. Weiss: 5,100,000 shares
Frederick E. Doucette III: 5,100,000 shares
Weiss Multi-Strategy Partners LLC: 2,686,029 shares
-----------------------------------------------------------------
(b) Percent of class:
Weiss Multi-Strategy Advisers LLC: 10.0%
George A. Weiss: 10.0%
Frederick E. Doucette III: 10.0%
Weiss Multi-Strategy Partners LLC: 5.3%
-----------------------------------------------------------------
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
Weiss Multi-Strategy Advisers LLC: 0
George A. Weiss: 0
Frederick E. Doucette III: 0
Weiss Multi-Strategy Partners LLC: 0
-------------,
(ii) Shared power to vote or to direct the vote
Weiss Multi-Strategy Advisers LLC: 5,100,000
George A. Weiss: 5,100,000
Frederick E. Doucette III: 5,100,000
Weiss Multi-Strategy Partners LLC: 2,686,029
-------------,
(iii) Sole power to dispose or to direct the
disposition of
Weiss Multi-Strategy Advisers LLC: 0
George A. Weiss: 0
Frederick E. Doucette III: 0
Weiss Multi-Strategy Partners LLC: 0
-------------,
(iv) Shared power to dispose or to direct the
disposition of
Weiss Multi-Strategy Advisers LLC: 5,100,000
George A. Weiss: 5,100,000
Frederick E. Doucette III: 5,100,000
Weiss Multi-Strategy Partners LLC: 2,686,029
-------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [_].
Instruction: Dissolution of a group requires a response to this item.
----------------------------------------------------------------------
N/A
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale
of, such securities, a statement to that effect should be included in
response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the
Investment Company Act of 1940 or the beneficiaries of employee
benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to
ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
exhibit stating the identity and Item 3 classification of each member
of the group. If a group has filed this schedule pursuant to
ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity. See
Item 5.
N/A
----------------------------------------------------------------------
Item 10. Certification.
(b) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
July 11, 2008
(Date)
Weiss Multi-Strategy Advisers LLC
----------------------------------
By: /s/ George A Weiss
Title: Managing Member
/s/ George A. Weiss (1)
----------------------------------
George A. Weiss
/s/ Frederick E. Doucette III (1)
---------------------------------
Frederick E. Doucette III
Weiss Multi-Strategy Partners LLC (1)
-------------------------------------
By: Weiss Multi-Strategy Advisers LLC
By: /s/ Frederick E. Doucette III
Title: Managing Member
(1) The Reporting Persons specifically disclaim beneficial ownership of the
securities reported herein except to the extent of their pecuniary interest
therein.
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G dated July 11, 2008 relating to the
Common Stock of Centerline Holding Company shall be filed on behalf of the
undersigned.
July 11, 2008
(Date)
Weiss Multi-Strategy Advisers LLC
----------------------------------
By: /s/ George A Weiss
Title: Managing Member
/s/ George A. Weiss
----------------------------------
George A. Weiss
/s/ Frederick E. Doucette III
-----------------------------
Frederick E. Doucette III
Weiss Multi-Strategy Partners LLC
---------------------------------
By: Weiss Multi-Strategy Advisers LLC
By: /s/ Frederick E. Doucette III
Title: Managing Member
SK 25405 0003 899863