00-4471. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (Westminster Capital, Inc., Common Stock, Par Value $1.00 per Share)

February 18, 2000.

Westminster Capital, Inc. (“Company”) 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) promulgated thereunder,^[2] to withdraw the above specified security (“Security”) from listing and registration on the Pacific Exchange, Inc. (“PCX” or “Exchange”).

The Security has been listed for trading on the PCX. Pursuant to Registration Statement on Form 8-A filed with the Commission, which became effective on June 7, 1999, the Security has also been listed on the American Stock Exchange LLC (“Amex”). Trading in the Security on the Amex commenced at the opening of business on June 15, 1999, while continuing to trade on the PCX.

In making the decision to withdraw its Security from listing and registration on the PCX, the Company hopes to avoid the direct and indirect costs of maintaining listings simultaneously on two exchanges. The Company does not see any particular advantage to having its Security trade on two exchanges and believes that this dual trading would result in a fragmentation of the market for its Security.

The Company has complied with the rules of the PCX by filing with the Exchange a certified copy of resolution adopted by the Company's Board of Directors authorizing the withdrawal of its Security from listing on the PCX as well as correspondence setting forth in detail to the PCX the reasons for such proposed withdrawal and the facts in support thereof. The PCX has informed the Company that it has no objection to the withdrawal of the Company's Security from listing and registration on the PCX.

This application related solely to the Security's withdrawal from listing and registration on the PCX and shall have no effect upon the continued listing and registration of such Security on the Amex. By reason of Section 12(b) of the Act ^[3] and the rules and regulations of the Commission thereunder, the Company shall continue to be obligated to file reports with the Commission under Section 13 of the Act.^[4]

Any interested person may, on or before March 13, 2000, 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 Exchange 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. 78m.

5.  17 CFR 200.30-3(a)(1).