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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of Carmel Container Systems Ltd. to Withdraw its Ordinary Shares, NIS 1.0 par value per share, from Listing and Registration on the American Stock Exchange LLC File No. 1-09274

April 6, 2005

On December 1, 2004, Carmel Container Systems Ltd., an Israeli 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 ordinary shares, NIS 1.0 par value per share ("Security"), from listing and registration on the American Stock Exchange LLC ("Amex"). Notice of such application was published for comment in the Federal Register on February 2, 2005.3 The Commission received 17 comment letters on the application,4 including a response from the Issuer.5 As discussed below, after careful consideration of the comments received, the Commission is granting the application.

The Board of Directors ("Board") of the Issuer approved a resolution on November 7, 2004 to withdraw the Security from listing on Amex. In making the decision to withdraw the Security from Amex, the Board cited the following reasons: (i) the limited number of holders of the Security; (ii) exceptionally low trading volume in the Security; and (iii) the burden inherent in continuing to be listed and registered (including, for example, the necessity of satisfying reporting obligations and Sarbanes-Oxley Act requirements) against the benefits of the Security being listed on Amex and registered under the Act.

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 Israel, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration. The Issuer's application relates solely to the withdrawal of the Security from listing and registration under Section 12(b) of the Act6 and shall not affect its obligation to be registered under Section 12(g) of the Act.7

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, 2005.8

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.9

Jonathan G. Katz



Modified: 02/17/2005