E5-3152. Issuer Delisting; Notice of Application of Fab Industries, Inc. To Withdraw Its Common Stock, $.20 Par Value, From Listing and Registration on the American Stock Exchange LLC

June 13, 2005.

On May 31, 2005, Fab Industries, 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 common stock, $.20 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

On May 23, 2005, the Board of Directors (“Board”) of the Issuer approved a resolution to withdraw the Security from listing and registration on Amex. On March 1, 2002, the Board adopted resolutions authorizing, subject to stockholder approval, the sale of the Issuer's business pursuant to a Plan of Liquidation and Dissolution (“Plan”). The Issuer's stockholders approved the Plan at the Issuer's annual meeting on May 30, 2002. Pursuant to the Plan, the Issuer was required to transfer its assets and liabilities to a liquidating trust on May 30, 2005. The liquidating trust will succeed to all of the Issuer's remaining assets and liabilities. Upon the transfer to the liquidating trust, the Plan required that the Issuer file a certificate of dissolution with the State of Delaware. The Issuer stated that the last day of trading in the Security on the Amex was May 27, 2005.

The Issuer stated 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 is incorporated, and provided written notice of withdrawal to Amex.

The Issuer's application relates solely to withdrawal of the Security from listing on the Amex 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 July 6, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, 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

• Use the Commission's Internet comment form (http://www.sec.gov/​rules/​delist.shtml); or
• Send an e-mail to [e-mail]. Please include the File Number 1-05901 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 20549-9303.

All submissions should refer to File Number 1-05901. 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. 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).