04-13168. Issuer Delisting; Notice of Application of Industrial Distribution Group, Inc. To Withdraw Its Ordinary Shares, $.01 Par Value, and Series A Participating Cumulative Preferred Stock Purchase Rights From Listing and Registration on the New ...

June 4, 2004.

On May 26, 2004, Industrial Distribution Group, Inc., a Delaware 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, $.01 par value, and Series A Participating Cumulative Preferred Stock Purchase Rights (“Securities”), from listing and registration on the New York Stock Exchange, Inc. (“NYSE” or “Exchange”).

The Board of Directors (“Board”) of the Issuer approved a resolution on April 28, 2004 to withdraw the Issuer's Securities from listing on the NYSE and to list the Securities on the NASDAQ National Market (“NASDAQ”). The Board believes that the change in the profile of the public ownership of the Issuer's Securities makes the NASDAQ a more appropriate market for the Issuer's Securities. The Board also believes that recent internal developments at the NYSE could adversely affect the Issuer and the listing and trading of its Securities. The application states that this includes uncertainty about the continued listing criteria the NYSE will apply in the future. In addition, the Issuer expects that it and its shareholders will derive positive benefits from listing on the NASDAQ. The Issuer believes such expected benefits include the potential for several broker-dealers to make a market in the Securities, which in its opinion, should result in enhanced liquidity, better price discovery, and additional sources of information for investors seeking to trade in the Securities. The Issuer believes that, as a result of the dynamics of the NASDAQ market, the differential between bid and ask prices in trading transactions will be improved, to the benefits of investors.

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 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 June 29, 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 1-13195 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 1-13195. 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).