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U.S. Securities and Exchange Commission


Self-Regulatory Organizations; Order Granting Application to Strike from Listing and Registration on the American Stock Exchange LLC (Natural Golf Corporation, Common Stock, $.01 par value)
File No. 1-31919

May 24, 2005

On May 13, 2005, the American Stock Exchange LLC ("Amex" 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 Natural Golf Corporation ("Company") from listing and registration on Amex.

Amex listing standards provide, among other things, that Amex may consider removing the securities of an issuer from listing and registration when: (i) the financial condition and/or operating results of the issuer appear to be unsatisfactory; (ii) the issuer has failed to comply with its listing agreements with the Exchange; or (iii) any other event shall occur or any condition shall exist which makes further dealings on the Exchange unwarranted.

In applying these standards, Amex considers delisting the securities of a company that is financially impaired (Section 1003(a)(iv) of the Amex Company Guide ("Company Guide")).

Amex stated in its application filed with the Commission that the Security no longer qualifies for continued listing and registration because, for the three-month period ending February 28, 2005, the Company reported a stockholders' deficit of $1,325,463, a working capital deficit of $1,569,965, an accumulated deficit of $26,317,520 and a cash position of $400. Additionally, the Company disclosed that subsequent to February 28, 2005, it had entered into discussions for a transaction that would involve the disposition of substantially all of its assets in a re-organization under Chapter 11 of the Federal bankruptcy laws.

By letter dated April 13, 2005, in accordance with Section 1009 of the Company Guide, Amex advised the Company of its status in relation to the standards of the Exchange and offered the Company an opportunity to submit a business plan in support of continued listing. The Exchange's letter advised the Company that it would need to regain compliance with the Exchange's continued listing standards within 90 days of that date. The Company did not submit a plan by the required date, April 28, 2005. Subsequently, the Exchange determined that the Security did not qualify for continued listing. This determination, along with the Company's right to appeal, was communicated to the Company by letter dated May 2, 2005. The Company did not appeal the Exchange's determination within the required time period or thereafter.

The Commission, having considered the facts stated in Amex's application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on May 25, 2005.

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

Jonathan G. Katz



Modified: 05/26/2005