Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
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###### Securities and Exchange Commission

                    On December 1, 2004, Carmel Container Systems Ltd., an Israeli corporation (“Issuer”), 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 ordinary shares, NIS 1.0 par value per share (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).                 

The Board of Directors (“Board”) of the Issuer approved a resolution on November 7, 2004 to withdraw the Issuer's Security from listing on the Amex. In making the decision to withdraw its Security from the Amex, the Board cited the following reasons: (i) The limited number of holders of the Security; (ii) exceptionally low trading volume in the Security; and (iii) the burden inherent in continuing to be listed and registered (including, for example, the necessity of satisfying reporting obligations and Sarbanes-Oxley Act requirements) against the benefits of the Security being listed on the Amex and registered under the Act. 

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in Israel, 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 and registration under section 12(b) 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 February 22, 2005, 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:                           ( print page 5497)    

### Electronic Comments

    - Send an e-mail to rule-comments@sec.gov.                      Please include the File Number 1-09274 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 1-09274. This file number should be included on the subject line if e-mail is used. To help us process and review your 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. 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. 05-1911 Filed 2-1-05; 8:45 am] 

BILLING CODE 8010-01-P