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Notice

Issuer Delisting; Notice of Application of Scope Industries To Withdraw its Common Stock, No Par Value, From Listing and Registration on the American Stock Exchange LLC

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Information about this document as published in the Federal Register.

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Start Preamble March 31, 2004.

Scope Industries, a California 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, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on March 17, 2004 to withdraw the Issuer's Security from listing and registration on the Amex and to seek quotation of the Security on OTC Pink Sheets (“OTC”) by a market maker. The Board of the Issuer states that the reasons for delisting its Security from the Amex are as follows: (i) As of December 31, 2003, the number of record holders of the Issuer's Security has declined to approximately 70 with approximately 70% of the outstanding Security being held by officers and members of the Board or their immediate families; (ii) in the quarter ending December 31, 2003, the average daily trading volume in the Security on the Amex declined to approximately 150 shares per day; (iii) the Board has become increasingly concerned with the increasing costs (as opposed to the benefits) associated with maintaining the Amex listing to support such an inactive trading market for the Security including, without limitation, the costs associated with compliance with the rules promulgated by Commission; (iv) the Board believes that an adequate market for those persons who want to buy or sell the Issuer's Security will develop in the OTC market; and (v) overall, the Board believes it would be in the best interest of the Issuer and its shareholders to withdraw the Security from listing on the Amex and to take steps to cooperate with the establishment of an OTC market for its Security.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in the State of California, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Security from listing on the Amex and from registration under section 12(b) of the Act [3] shall not affect its obligation to be registered under section 12(g) of the Act.[4]

Any interested person may, on or before April 21, 2004, 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 Amex and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters should refer to File No. 1-03552. 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. 04-7690 Filed 4-5-04; 8:45 am]

BILLING CODE 8010-01-P