E5-3439. Issuer Delisting; Notice of Application of Canada Southern Petroleum Ltd. To Withdraw Its Common Stock, No Par Value, From Listing and Registration on the Boston Stock Exchange, Inc.

June 23, 2005.

On June 14, 2005, Canada Southern Petroleum Ltd., continued under the Alberta Business Corporations Act (“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, no par value (“Security”), from listing and registration on the Boston Stock Exchange, Inc. (“BSE”).

On March 14, 2005, the Board of Directors (“Board”) of the Issuer approved preambles and resolutions to withdraw the Security from listing and registration on BSE and the Pacific Exchange, Inc. (“PCX”). In making the decision to withdraw the Security from BSE, the Issuer stated that the following reasons factored into the Board's decision: (1) The Security (formerly known as “Limited Voting Shares” when the Issuer was domiciled in Nova Scotia, Canada) was originally listed for trading on the BSE and PCX to facilitate the secondary market trading of the Security in the U.S. until the Security was authorized for quotation on the Nasdaq SmallCap (“Nasdaq”) marketplace in the 1990s; (2) The overwhelming majority of the U.S. trading volume in the Security occurs on Nasdaq, with very little (if any) trading volume occurring on BSE and PCX; (3) the Security will continue to trade in the U.S. on Nasdaq and in Canada on the Toronto Stock Exchange, so that the Issuer's U.S. and Canadian shareholders will not suffer a material decrease in market liquidity because of the planned withdrawal; and (4) the Issuer intends to enjoy cost savings of at least $3,000 per year because it will no longer be required to pay annual listing maintenance fees to BSE and PCX.

The Issuer stated in its application that it has complied with BSE rules by complying with all applicable laws in effect in the province of Alberta, Canada, the jurisdiction in which the Issuer was continued effective March 2, 2005, and by filing with BSE the required documents governing the withdrawal of securities from listing and registration on BSE.

The Issuer's application relates solely to withdrawal of the Security from listing on BSE 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 19, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of BSE, 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 1-03793 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 1-03793. 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. 781(b).

4.  15 U.S.C. 781(g).

5.  17 CFR 200.30-3(a)(1).