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U.S. Securities and Exchange Commission


Issuer Delisting; Notice of Application of Puradyn Filter Technologies Incorporated to Withdraw its Common Stock, $.001 par value, from Listing and Registration on the American Stock Exchange LLC File No. 1-11991

July 20, 2005

On June 27, 2005, Puradyn Filter Technologies Incorporated, 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, $.001 par value ("Security"), from listing and registration on the American Stock Exchange LLC ("Amex").

The Board of Directors ("Board") of the Issuer approved a resolution on June 24, 2005 to withdraw the Security from listing on Amex. The Issuer stated that the following reasons factored into the Board's decision to withdraw the Security: (i) the Issuer will not be able to obtain timely compliance with Amex's ongoing financial compliance standards; (ii) the ongoing costs of compliance with Amex's requirements, including provisions of the Sarbanes-Oxley Act of 2002 as they apply to exchange listed companies; and (iii) in order to secure additional capital and maintain compliance with the Amex's listing criteria, the Issuer would be required to either limit the amount of financing it is undertaking and the participation by management in such financing or to incur additional costs and defer receipt of such financing pending stockholder approval.

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 by providing written notice of withdrawal to Amex.

The Issuer's application relates solely to the withdrawal of the Securities from listing on Amex and from registration under Section 12(b) of the Act3 shall not affect its obligation to be registered under Section 12(g) of the Act.4

Any interested person may, on or before August 12, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic comments:

Paper comments:

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-9303.

All submissions should refer to File Number 1-11991. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.5

Jonathan G. Katz



Modified: 07/21/2005