02-32311. Issuer Delisting; Notice of Application to Withdraw From Listing and Registration on the New York Stock Exchange, Inc. (Scania Aktiebolag, American Depository Shares (Each Representing One A and B Share, Nominal Value SEK 10 Each)) File No....

December 18, 2002.

Scania Aktiebolag, a Kingdom of Sweden 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 American Depository Shares (each representing one A or B share, nominal value SEK 10 each) (“Securities”), 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 the rules of the NYSE by complying with all applicable laws in effect in the Kingdom of Sweden, the place in which the Company is incorporated, and with the rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Board of Directors (“Board”) of the Issuer approved a resolution on December 5, 2002, to withdraw the Issuer's Securities from listing on the NYSE. The Board stated that the following reasons factored into its decision to withdraw the Issuer's Securities from the NYSE: (i) The low number of outstanding Securities (at the end of October 2002, fewer than 51,000 Series A and fewer than 60,000 Series B Securities were outstanding, compared to a total of 200,000,000 Scania shares equally split between the A and B Securities); (ii) trading in the Securities on the NYSE is very low and the Securities are not widely held (as of the end of November there were fewer than 200 total holders of Series A and B Securities combined); (iii) the globalization of investments and the possibility of trading stocks internationally has increased substantially over the past few years and; (iv) the costs of maintaining the listing of the Securities on the NYSE is no longer justified given the factors listed above.

The Issuer's application relates solely to the Securities' 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]

Any interested person may, on or before January 10, 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 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. 78l(d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78l(b).

4.  15 U.S.C. 78l(g).

5.  17 CFR 200.30-3(a)(1).