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###### Securities and Exchange Commission

                    On September 9, 2004, Redline Performance Products, Inc., a Minnesota corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”) pursuant to section 12(d) of the Securities Exchange Act of 1934                           ( print page 57104)                        (“Act)” [1]                                          and Rule 12d2-2(d) thereunder,[2]                                          to withdraw its common stock, $.01 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).                

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on August 30, 2004 to withdraw the Issuer's Security from Listing on the Amex.  The Board states that it is taking such action because the Issuer has filed for protection under Chapter 7 of the United States Bankruptcy Code, has ceased all business operations and does not have the financial resources necessary to maintain the listing and registration of the Issuer's class of Security. The Board also determined that it is in the best interest of the Issuer to withdraw the Security from listing and registration on the Amex.  In addition, the Issuer states that a trustee has been assigned and is working with the secured creditors to determine if there will be either a liquidation of all the assets, of if the secured creditors will take the assets and try to move forward.  The Issuer also states that there is no plan on getting any new market makers and the Issuer has no plan to continue listing and trading in the public markets at this time. 

The Issuer states in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in the State of Minnesota, 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(2) of the Act,[3]                                          and shall not affect its obligation to be registered under section 12(g) of the Act.[4] 

Any interested person may, on or before October 13, 2004, comment on the 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 may be submitted by either of the following methods: 

### Electronic Comment

    - Send an e-mail to rule-comments@sec.gov.                      Please include the File Number 1-31682 or;                

### Paper Comments

    - Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

                    All submissions should refer to File Number 1-31682.  This file number should be included on the subject line if e-mail is used.  To help us process and review comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site                     *http://www.sec.gov/​rules/​delist.shtml*).  Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549.  All comments received will be posted without change; we do not edit personal identifying information from submissions.  You should submit only information that you wish to make available publicly.                 

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.

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

Jonathan G. Katz, 

Secretary. 

# Footnotes

1.                             15 U.S.C. 78*l*                        (d).                    
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2.                             17 CFR 240.12d2-2(d).                    
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3.                             15 U.S.C. 78*l*                        (b).                    
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4.                             15 U.S.C. 78*l*                        (g).                    
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5.                                 17 CFR 200.30-3(a)(1).                        
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[FR Doc. 04-21328  Filed 9-22-04; 8:45 am]

BILLING CODE 8010-01-M