01-29638. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the American Stock Exchange LLC (Spinnaker Industries, Inc., Common Stock, No Par Value and Class A Common Stock, No Par Value)

November 23, 2001.

Spinnaker Industries, Inc., a Delaware 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) hereunder,^[2] to withdraw its Common Stock, no par value, and Class A Common Stock, no par value (“Securities”), from listing and registration on the American Stock Exchange LLC (“Amex”).

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 with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

On November 9, 2001, the Board of Directors of the Issuer unanimously approved a resolution to withdraw the Securities from listing on the Amex. In making the decision to withdraw the Security from listing on the Exchange, the Issuer considered the following:

1. The Issuer's conclusion that it will be unable to achieve compliance with the Amex's continued listing requirements in the foreseeable future;

2. The Issuer's decision, after extensive negotiations with the holders of the Issuer's 103/4% Senior Secured Notes (due 2006) and its senior secured lenders, file a voluntary petition from relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court of the Southern District of Ohio, Western Division, in Dayton. The petition is being filed on November 13, 2001;

3. The percentage of the Securities owned by the principal shareholder of the Issuer and the four holders (including the principal shareholder) owning 5% or more of the outstanding Securities as of November 1, 2001 (41.7% and 78.3%, respectively), and the very limited trading activity in the Security; and

4. The costs associated with maintaining the Issuer's listing on the Amex in light of the Issuer's current financial position.

Additionally, the Issuer represents that it has fewer than 300 record holders and it intends to file a Form 15 with the Commission in accordance with Rule 12g-4 under the Act.

The Issuer's application relates solely to the Securities' withdrawal from listing and 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]

An interested person may, on or before December 18, 2001 to 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.^[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).