Self-Regulatory Organizations; Order Granting Application to Strike From Listing and Registration on the New York Stock Exchange, Inc. (MSC.Software Corporation, Common Stock, $.01 par value) File No. 1-08722

SECURITIES AND EXCHANGE COMMISSION

Self-Regulatory Organizations; Order Granting Application to Strike From Listing and Registration on the New York Stock Exchange, Inc. (MSC.Software Corporation, Common Stock, $.01 par value) File No. 1-08722

March 30, 2005

On March 18, 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 MSC.Software Corporation ("Company") from listing and registration on the 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, Section 802.01D of the Exchange's Listed Company Manual states, in part, that the Exchange is not limited by the criteria set forth in that section. Rather, the Exchange may make an appraisal of, and determine on an individual basis, the suitability for continued listing of an issue in light of all pertinent facts whenever it deems such action appropriate, even though a security meets or fails to meet any enumerated criteria. Other factors that may lead to a company's delisting include, among other things: conduct not in keeping with sound public policy or any other event or condition which may exist or occur that makes further dealings or listing of the security on the Exchange inadvisable or unwarranted in the opinion of the Exchange, or the failure of a company to make timely, adequate, and accurate disclosures of information to its shareholders and the investing public.

In the opinion of the NYSE, the Security is no longer suitable for continued listing and trading on the NYSE. The Exchange is taking such action in view of the overall uncertainty surrounding the completion of the Company's current financial statement filing requirements with the Commission due to the previously announced restatement of the Company's results for the period subsequent to December 31, 2000. The Company advised the Exchange that it anticipates being quoted on the Pink Sheets Electronic Quotation Service.

On February 8, 2005, the Exchange determined that the Security should be suspended from trading before the opening of the trading session on March 11, 2005, and directed the preparation and filing of this application with the Commission to remove the Security from listing and registration on the Exchange. The Exchange notified the Company by letter on February 8, 2005. The Company had a right to appeal the determination to delist its Security to a committee of the NYSE's Board of Directors. The Company did not file a request to review the determination within the specified time period.

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 March 31, 2005.

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

Jonathan G. Katz
Secretary

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