8-K

      UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                          FORM 8-K

                       CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the Securities Exchange
                         Act of 1934



Date of Report:           April 11, 2005
                (Date of earliest event reported)



                    Allen Organ Company
   (Exact name of registrant as specified in its charter)


    Pennsylvania                 0-275                    23-1263194
(State or other jurisdiction   (Commission              (IRS Employer
  of incorporation)            File Number)           Identification No.)



150 Locust Street, P.O. Box 36, Macungie, Pennsylvania   18062-0036
(Address of principal executive offices)                 (Zip Code)



                              610-966-2200
          (Registrants telephone number, including area code)



Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the
      Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the
      Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-
      2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-
      4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.01 Notice of Delisting or Failure to Satisfy a
          Continued Listing Rule or Standard; Transfer of
          Listing

The Board of Directors of Allen Organ Company authorized and
directed management of the Company to prepare and file with
the Securities and Exchange Commission on or about May 12,
2005, a Form 15 relating to its Class B common stock to
deregister the Class B common stock under the Securities
Exchange Act of 1934.  As a result of such action, the Class
B common stock will no longer be eligible for listing on the
NASDAQ stock market.  Accordingly, in connection with
deregistration of the Class B common stock under the
Securities Exchange Act of 1934, the Company will also
terminate the listing of the Class B common stock on NASDAQ
on or about May 12, 2005.  A copy of the press release is
attached as Exhibit 99.1 and is incorporated herein by
reference.

Item 8.01 Other Events

On April 11, 2005, Allen Organ Company issued a press
release announcing its intention to file a Form 15 relating
to its Class B common stock with the Securities and Exchange
Commission on or about May 12, 2005 to deregister these
securities and suspend the Company's reporting obligations
under the Securities Exchange Act of 1934.  Upon filing the
Form 15, the Company's securities will no longer be eligible
for quotation on NASDAQ and instead will be eligible for
quotation on the pink sheets.  A copy of the Press Release
is attached as Exhibit 99.1 and is incorporated herein by
reference.


Item 9.01 Financial Statements and Exhibits

(c)       Exhibits
          99.1 - Press Release dated April 11, 2005,
          announcing Allen Organ Company's plans to
          deregister its Class B common stock under the
          Securities Exchange Act of 1934.




                         Signatures

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.

                                     ALLEN ORGAN COMPANY

Date:      April 11, 2005          /s/ STEVEN MARKOWITZ
                                   Steven Markowitz, President

EX-99

Exhibit 99.1
                              Allen Organ Company
                       150 Locust Street Macungie, PA 18062
                            Phone:    610-966-2200



                    NEWS RELEASE - FOR IMMEDIATE RELEASE
                                NASDAQ-AORGB
April 11, 2005                   CONTACT: Steven Markowitz (610) 966-2200
                                                    smarko@allenorgan.com
Allen Organ Company (NASDAQ - AORGB) Macungie, PA announced today that it
plans to voluntarily deregister its Class B common stock under the Securities
Exchange Act of 1934 on or about May 12, 2005.  The Company's decision to
deregister its Class B common stock was made after consideration by
management and the Board of Directors of the advantages and disadvantages of
continuing Exchange Act registration, given the rising costs and demands on
management time arising from increasingly complex SEC and NASDAQ compliance
requirements.  The Company is eligible to deregister because it has fewer
than 300 Class B shareholders of record.  The Board of Directors believes
that, although liquidity for the Class B common stock may be reduced and the
price of the stock could decrease, at least in the near term, the accounting,
legal and administrative savings associated with deregistration, both in
terms of cost and management time, are in the best interests of the Company
and its shareholders.

For the Company's size and thinly-traded nature of its stock, the Board
believes that the financial and strategic burdens of continued Exchange Act
registration are disproportionate to the benefits of maintaining registered
status.  In light of current and expected future regulatory requirements,
especially those stemming from the Sarbanes-Oxley Act of 2002, the Company
estimates that Exchange Act deregistration will save approximately $500,000
in direct costs over the next two years, and may result in ongoing annual
savings of about $250,000 to $400,000 after that time, in addition to
eliminating indirect costs.  The Company had also expected that
implementation of these regulatory requirements would have required a
significant amount of time and attention of key management personnel in each
of its operating segments.  The Company has made significant progress in
recent quarters growing the business and improving operating results.
Without the extra burdens related to these new regulatory requirements,
management will be able to continue focusing its attention and resources on
the Company's business and operations.

The Company expects that deregistration of the Class B common stock will
become effective within 90 days after it files SEC Form 15.  Upon filing the
Form 15, the Company's obligation to file reports under the Exchange Act,
including Forms 10-K, 10-Q and 8-K, will immediately be suspended and future
reports will not be available through the SEC EDGAR system.  The Company
currently intends, however, to make available periodic financial information
and audited annual financial statements to Class B shareholders following
deregistration of the Class B common stock.

Following deregistration, the Company's Class B common stock will no longer
be eligible for listing on NASDAQ.  The Company anticipates that following
the Form 15 filing in mid-May and subsequent delisting of the Class B common
stock from NASDAQ, the Class B common stock will continue to be publicly
traded "over the counter" and quoted by the Pink Sheets Electronic Quotation
Service, to the extent that broker-dealers commit to make a market in the
Class B shares.  The Pink Sheets is a centralized electronic quotation
service that collects and publishes market maker quotes in real time,
primarily through its website at www.pinksheet.com.  The Company can provide
no assurance that any broker-dealer will make a market in the Company's
stock, which is a requirement for Pink Sheet quotations.

Steven Markowitz, President and Chief Executive Officer of the Company, said,
"The implementation and ongoing compliance costs associated with the Sarbanes-
Oxley Act, particularly costs of Section 404 compliance which we would
otherwise now need to begin incurring, are substantial for a company of our
size.  We believe that these funds and management's efforts are better used
to enhance the Company's business operations.  We remain committed to
continuing our growth and improving operating results."

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