02-17246. Issuer Delisting: Notice of Application To Withdrawal From Listing and Registration on the American Stock Exchange LLC (Med Diversified, Inc., Common Stock, $.001 par value)

July 3, 2002.

Med Diversified, Inc., a Nevada Corporation (“Issuer”), has 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, $.001 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

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 Nevada, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

On June 28, 2002, the Board of Directors (“Board”) of the Issuer unanimously approved a resolution to withdraw the Issuer's Security from listing on the Amex. The Issuer stated that the Board took such action because the Issuer was unable to meet the Amex's listing requirements given the financial performance for its most recently ended fiscal year. The Issuer advised the Exchange that it intends to seek quotation of its Security on the OTC Bulletin Board.

Any interested person may, on or before July 24, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. 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.^[3]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  17 CFR 200.30-3(a)(1).