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SECURITIES AND EXCHANGE COMMISSION

Self-Regulatory Organizations; Order Granting Application to Strike From Listing and Registration; The New York Stock Exchange, Inc. (Three-Five Systems, Inc., Common Stock, $.01 par value)
File No. 1-04373

June 29, 2005

On June 21, 2005, the New York Stock Exchange, Inc. ("NYSE" or "Exchange") 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(c) thereunder,2 to strike the common stock, $.01 par value ("Security") of Three-Five Systems, Inc. ("Company") from listing and registration on NYSE.

NYSE Rule 499 states that securities admitted to the list may be suspended from dealings or removed from the list at any time. In addition, Sections 802.01C and B of NYSE's Listed Company Manual state, in part, that the Exchange would normally consider delisting a security of either a domestic or non-US issuer when: (i) the average closing price of a security is less than $1.00 over a consecutive 30 trading-day period; or (ii) the average global market capitalization over a consecutive 30 trading-day period is less than $50,000,000 and total stockholders' equity is less than $50,000,000.

In the opinion of NYSE, the Security is no longer suitable for continued listing and trading on the NYSE. The Exchange stated in its application that the Company had fallen below the Exchange's continued listing standards regarding average closing price of a security of not less than $1.00 over a consecutive 30 trading-day period and the Security has traded as low as $.55. The Company also recently fell below the requirements of average global market capitalization as outlined above. The Company submitted materials to demonstrate compliance with the Exchange's continued listing standards. However, after reviewing the materials, the Exchange decided to proceed with suspension of trading.

On June 7, 2005, the Exchange determined that the Security should be suspended from trading before the opening of the trading session on June 10, 2005 and directed the preparation and filing of this application with the Commission for the removal of the Security from listing and registration on the Exchange. The Exchange notified the Company of the Exchange's determination by letter on June 7, 2005. The Company had advised the Exchange that it intends to seek to trade the Security on the OTC Bulletin Board. On June 8, 2005, the Company indicated in its Form 8-K filing with the Commission that it does not intend to appeal the delisting of the Security.

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the NYSE's application be, and it hereby is, granted, effective at the opening of business on June 30, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.3

Jonathan G. Katz
Secretary


Endnotes


http://www.sec.gov/rules/delist/1-04373-o.htm


Modified: 06/29/2005