02-11744. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the American Stock Exchange LLC (Transfinancial Holdings, Inc., Common Stock, $.01 par value)

May 6, 2002.

Transfinancial Holdings, 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, $.01 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer states in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the state of Delaware, in which it was incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

On April 9, 2002, the Board of Directors of the Issuer unanimously approved a resolution to withdraw the Issuer's Security from listing on the Amex. In making the decision to withdraw the Security from listing on the Exchange, the Issuer represents that on April 29, 2002, a certificate of dissolution was filed with the Secretary of the State Delaware. Trading of the Security on the Amex was halted on April 29, 2002. The Issuer's application relates solely to the withdrawal of the Security from listing on the Amex 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 May 28, 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 Amex 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).