04-10758. Issuer Delisting; Notice of Application of Celanese AG To Withdraw Its Ordinary Shares, No Par Value, From Listing and Registration on the New York Stock Exchange, Inc.

May 6, 2004.

On May 3, 2004, Celanese AG, a Federal Republic of Germany corporation (“Issuer”), 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 Ordinary Shares, no par value (“Security”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Board of Management (“Board”) of the Issuer unanimously approved a resolution on April 27, 2004 to withdraw the Issuer's Security from listing on the NYSE. The Board states that the following reasons factored into its decision to withdraw the Security: (1) The acquisition by BCP Crystal Acquisition GmbH & Co. KG (“Bidder”) of 84.32% of the Security, pursuant to a Voluntary Public Takeover Offer (“Offer”) that was launched on February 2, 2004, and whose subsequent acceptance period expired on April 19, 2004; (2) the disclosure by the Bidder in the Offer Document (“Document”) relating to the Offer, which was published in Germany and filed with the Commission as an Exhibit to the Bidder's amended Form Schedule TO on February 2, 2004, that the Bidder intends to acquire 100% of the Security and seeks to effect the delisting of the Security from the NYSE as promptly as possible following the consummation of the Offer; (3) the significant decrease in average trading volume of the Security on the NYSE from 48,133 shares per day during the first three weeks of April 2003 to 7,000 shares per day during the same three weeks in 2004, and to 2,520 shares per day since the expiration of the Offer's subsequent acceptance period; (4) the disproportionately high costs and obligations associated with the continued listing of the Security on the NYSE given the limited trading volume and the Bidder's intent to acquire 100% of the Security; (5) the Security will continue to be listed on the Frankfurt Stock Exchange until the Issuer's shareholders resolve to revoke the Security's admission in accordance with applicable law; and (6) in the event of a delisting of the Securities from the Frankfurt Stock Exchange, the Bidder must offer the Issuer's minority shareholders fair cash compensation in exchange for their Security calculated in accordance with applicable law.

The Issuer stated in its application that it has complied 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]

Any interested person may, on or before May 28, 2004 comment on the 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. All comment letters may be submitted by either of the following methods:

Electronic comments:

• Send an e-mail to [e-mail]. Please include the File Number 1-15419 or;

Paper comments:

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-15419. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

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).