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 EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 28, 2008

NARROWSTEP INC.
(Exact Name of Registrant as Specified in Charter)

DELAWARE
333-108632
33-1010941
(State Or other
(Commission
(IRS Employer
jurisdiction of
File Number)
Identification No.)
Incorporation)
   


116 VILLAGE BOULEVARD, PRINCETON, NEW JERSEY 08540
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (609) 951-2221

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 (see General Instruction A.2. below):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


ITEM 5.02   DEPARTURE OF DIRECTORS OR CERTAIN  OFFICERS;  ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On July 28, 2008, Lisa VanPatten submitted notice of her resignation as Chief Financial Officer of Narrowstep Inc. (the “Company”), effective August 15, 2008.  Ms. VanPatten has agreed to provide certain services to the Company during a transition period.



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.

    NARROWSTEP INC.  
         
         
 
By:
/s/ Lisa VanPatten  
    Name:
Lisa VanPatten
 
    Title:
Chief Financial Officer
 

Dated:  August 1, 2008

 
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