04-4059. Issuer Delisting; Notice of Application of CNE Group, Inc. to Withdraw its Common Stock, $.00001 Par Value, from Listing and Registration on the Pacific Exchange, Inc.; File No. 1-09224

February 19, 2004.

CNE Group, Inc., a Delaware 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 common stock, $.00001 par value, (“Security”), from listing and registration on the Pacific Exchange, Inc. (“PCX” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously adopted resolutions on January 20, 2004 to withdraw its Security from listing on the Exchange. In making its decision to delist its Security from the PCX the Issuer states that: (i) Its current and anticipated net tangible assets/net worth, as defined by the Exchange, and the minimum share bid price of its Security do not satisfy the Exchange's requirements and; (ii) the Issuer's Security is currently traded on the American Stock Exchange LLC (“Amex”) and the Issuer expects the Security to continue to trade on the Amex after it is removed from listing and registration on the PCX.

The Issuer stated in its application that it has complied with the PCX rules that govern the removal of securities from listing and registration on the Exchange. The Issuer's application relates solely to the withdrawal of the Security from listing on the PCX and shall not affect its continued listing on the Amex nor its obligation to be registered under section 12(b) of the Act.^[3]

Any interested person may, on or before March 12, 2004, 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 PCX and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters should refer to File No. 1-09224. 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.^[4]

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.  17 CFR 200.30-3(a)(1).