02-30368. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration (CII Financial, Inc., 91/2

November 22, 2002.

CII Financial, Inc., 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 91/2% Senior Debentures (due September 15, 2004) (“Security”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Issuer stated in its application that it has complied with all applicable laws in effect in the state of California, in which it is incorporated, and with the NYSE's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the Security's withdrawal from listing on the NYSE and from 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]

The Board of Directors (“Board”) of the Issuer unanimously adopted resolutions on September 16, 2002 to withdraw the Issuer's Security from listing on the NYSE. In making the decision to withdraw its Security from the NYSE, the Issuer noted that: (i) As of September 12, 2002, there were approximately 75 holders of the Security, including holders of record and those firms that held the Security through Cede & Co.; (ii) the Issuer states that it is not obligated under the indenture under which the Security was issued nor any other documents to maintain a listing of the Security on the NYSE or any other exchange and; (iii) the burden and expense of maintaining the Issuer's listing on the NYSE are disproportionate, given the small number of holders of the Security, and the fact that the Security will mature in less than two years.

Any interested person may, on or before December 20, 2002, 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 NYSE 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.

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).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).