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U.S. Securities and Exchange Commission


Issuer Delisting; Notice of Application of Centrue Financial Corporation to Withdraw its Common Stock, $.01 par value, and Preferred Share Purchase Rights, from Listing and Registration on the American Stock Exchange LLC
File No. 1-15025

May 4, 2005

On April 14, 2005, Centrue Financial Corporation, a Delaware corporation ("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, $.01 par value, and preferred share purchase rights (collectively "Securities"), from listing and registration on the American Stock Exchange LLC ("Amex").

On October 19, 2004, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Securities from listing and registration on Amex and to list the Securities on the Nasdaq National Market Systems ("Nasdaq"). The Board stated in its application that it believes that it is in the best interest of the Issuer and its shareholders to withdraw the Securities from Amex and to list on Nasdaq. The Issuer stated that the Securities began trading on Nasdaq on February 25, 2005.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in 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.

The Issuer's application relates solely to withdrawal of the Securities from listing on the Amex 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 May 31, 2005, comment on the 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. 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 rule-comments@sec.gov. Please include the File Number 1-15025 or;

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609.

All submissions should refer to File Number 1-15025. 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

Jonathan G. Katz



Modified: 05/04/2005