SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Order Granting the Application of Vitran Corporation Inc. to Withdraw its Common Stock, no par value, from Listing and Registration on the American Stock Exchange LLC File No. 1-32449

April 6, 2005

On March 1, 2005, Vitran Corporation Inc., an Ontario 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, no par value ("Security"), from listing and registration on the American Stock Exchange LLC ("Amex"). Notice of such application requesting comments was published in the Federal Register on March 15, 2005.³ No comments were received. As discussed below, the Commission is granting the application.

On October 20, 2004, the Board of Directors ("Board") of the Issuer unanimously approved a resolution to withdraw the Security from listing and registration on Amex and to list the Security on the Nasdaq National Market Systems ("Nasdaq"). The Issuer stated that it believes withdrawing the Security from Amex and listing on Nasdaq will offer increased visibility and liquidity in the financial markets. The Issuer will also have the advantage of being listed on Nasdaq with a majority of its peer group. The Issuer stated that trading in the Security on Nasdaq began March 7, 2005.

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 Province of Ontario, Canada, in which it is incorporated, and with 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 Security from listing on Amex and from registration under Section 12(b) of the Act,⁴ and shall not affect its obligation to be registered under Section 12(g) of the Act.⁵

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 application be, and it hereby is, granted, effective at the opening of business on April 7, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.⁶

Endnotes

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¹ 15 U.S.C. 78l(d).

² 17 CFR 240.12d2-2(d).

³ See Securities Exchange Act Release No. 51347 (March 9, 2005), 70 FR 12761.

⁴ 15 U.S.C. 781(b).

⁵ 15 U.S.C. 781(g).

⁶ 17 CFR 200.30-3(a)(1).

http://www.sec.gov/rules/delist/1-32449-o.htm