E5-3368. Issuer Delisting; Notice of Application of Brooke Corporation To Withdraw Its Common Stock, $.01 Par Value, From Listing and Registration on the American Stock Exchange LLC File No. 1-13698

June 22, 2005.

On June 13, 2005, Brooke Corporation, a Kansas 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, $.01 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

On April 14, 2005, the Board of Directors (“Board”) of the Issuer approved a resolution to withdraw the Security from listing and registration on Amex and to list the Security on the Nasdaq National Market (“Nasdaq”). The Board believes that it is in the best interest of the Issuer and its shareholders to withdraw the Security from listing and registration on Amex and to list the Security on Nasdaq, because the Issuer believes that it will benefit from increased visibility to investors and an efficient electronic trading platform. The Issuer stated that it has been informed that its application to list the Security on Nasdaq has been approved.

The Issuer stated that it has met the requirements of Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration by complying with all the applicable laws in effect in Kansas, in which it is incorporated.

The Issuer's application relates solely to the withdrawal of the Security from listing on 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 18, 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 1-13698 or;

Paper Comments

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

All submissions should refer to File Number 1-13698. 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]

J. Lynn Taylor,

Assistant Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 1 (b).

4.  15 U.S.C. 78 1 (g).

5.  17 CFR 200.30-3(a)(1).