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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of Fab Industries, Inc. to Withdraw its Common Stock, $.20 par value, from Listing and Registration on the American Stock Exchange LLC File No. 1-05901

July 7, 2005

On May 31, 2005, Fab Industries, Inc., 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, $.20 par value ("Security"), from listing and registration on the American Stock Exchange LLC ("Amex"). Notice of such application was published in the Federal Register on June 20, 2005. 3 No comments were received. The Commission is granting the application as stated below.

On May 23, 2005, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Security from listing and registration on Amex. On March 1, 2002, the Board adopted resolutions authorizing, subject to stockholder approval, the sale of the Issuer's business pursuant to a Plan of Liquidation and Dissolution ("Plan"). The Issuer's stockholders approved the Plan at the Issuer's annual meeting on May 30, 2002. Pursuant to the Plan, the Issuer was required to transfer its assets and liabilities to a liquidating trust on May 30, 2005. The liquidating trust will succeed to all of the Issuer's remaining assets and liabilities. Upon the transfer to the liquidating trust, the Plan required that the Issuer file a certificate of dissolution with the State of Delaware. The Issuer stated that the last day of trading in the Security on the Amex was May 27, 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 state of Delaware, in which it is incorporated, and provided written notice of withdrawal to Amex. The Issuer's application relates solely to withdrawal of the Security from listing on the 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 July 8, 2005.

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

Jonathan G. Katz



Modified: 07/13/2005