00-21519. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration; (White Electronic Designs Corporation, Common Stock, $.10 Par Value) File No. 1-04817

August 17, 2000.

White Electronic Designs Corporation, an Indiana corporation (“Company”), 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, $.10 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The Company has effected a new listing for its Security on the National Market of the Nasdaq Stock Market, Inc. (“Nasdaq”). On June 7, 2000, the Company filed a Registration Statement on Form 8-A with the Commission in conjunction with the new Nasdaq listing. Trading in the Security on the Nasdaq commenced, and was concurrently suspended on the Amex, at the opening of business on June 7, 2000. The Company believes that the Nasdaq is the preferred marketplace for the securities of technology companies and that the Company's Security will enjoy better exposure on the Nasdaq than it has on the Amex.

On May 18, 2000, the Company's board of directors approved resolutions authorizing the Security's new Nasdaq listing and withdrawal from listing and registration on the Amex. The Amex has in turn advised the Company that its application for such withdrawal has been made in accordance with the rules of the Amex and that the Amex has no objection to such withdrawal, pending approval of the Company's application by the Commission. In the light of its new listing on the Nasdaq, the Amex has not required the Company to notify its shareholders of its intention to withdraw the Security from listing and registration on the Amex.

The Company's application relates solely to the withdrawal of the Security from listing and registration on the Amex and shall have no effect upon the Security's continued listing on the Nasdaq and registration under section 12(g) of the Act.^[3]

Any interested person may, on or before September 8, 2000, 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.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 200.12d2-2(d).

3.  15 U.S.C. 78 l (g).

4.  17 CFR 200.30-3(a)(1).