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Notice

Issuer Delisting; Notice of Application of Preferred Income Fund Incorporated To Withdraw From Listing and Registration Its Common Stock, $.01 Par Value, From Listing and Registration on the Pacific Exchange, Inc. File No. 1-06179

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Start Preamble November 25, 2003.

The Preferred Income Fund Incorporated, a Maryland corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1] and Rule 12d2-2(d) thereunder,[2] to withdraw its common stock, $.01 par value, (“Security”), from listing and registration on the Pacific Exchange, Inc. (“PCX” or “Exchange”).

The Board of Directors (“Board”) of the Issuer approved a resolution on April 25, 2003, to withdraw its Security from listing on the Exchange. In making its decision to delist its Security from the PCX the Issuer states that: (i) At the time the Security was listed on the PCX on March 10, 1995, the expectation was that competition from a second trading venue would benefit shareholders by narrowing bid/offer spreads, and provide shareholders additional liquidity during the time period the PCX remained opened following the New York Stock Exchange close; (ii) since the PCX was purchased by Archipelago Exchange and converted to a fully electronic format, bid/offer spreads on the PCX have widened dramatically, adversely impacting shareholders' executions; and (iii) the Issuer has been unable to obtain statistics from the PCX, making it impossible to track historic trading volume and determine the efficiency of executions.

The Issuer stated in its application that it has complied with the PCX Rule 5.4(b) that governs the removal of securities from listing and registration on the Exchange. The Issuer's application relates solely to the withdrawal of the Security from listing and registration on the PCX and from registration under section 12(b) [3] of the Act and shall not affect its obligation to be registered under section 12(g) of the Act.[4]

Any interested person may, on or before December 19, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the PCX and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

Start Signature

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5]

Jonathan G. Katz,

Secretary.

End Signature End Preamble

Footnotes

[FR Doc. 03-29935 Filed 12-1-03; 8:45 am]

BILLING CODE 8010-01-P