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U.S. Securities and Exchange Commission


Issuer Delisting; Notice of Application of Pioneer Railcorp to Withdraw its Class A Common Stock, $.001 par value, from Listing and Registration on the Chicago Stock Exchange, Inc.
File No. 1-12072

June 13, 2005

On May 18, 2005, Pioneer Railcorp, an Iowa 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 class A common stock, $.001 par value ("Security"), from listing and registration on the Chicago Stock Exchange, Inc. ("CHX" or "Exchange").

The Board of Directors ("Board") of the Issuer approved a resolution on September 20, 2004 to withdraw the Security from listing and registration on CHX. The Issuer stated that the reasons for the Board's decision to withdraw the Security from CHX are: (1) the Issuer is in the process of attempting to go private and believes it will be successful in that endeavor; (2) upon completion of the going private transaction, the Issuer will no longer file periodic and other reports under the Act as required by the Exchange; and (3) the Security is currently quoted on the over-the-counter Pink Sheets and the Board believes the Pink Sheets will offer an adequate and efficient market for trading the Security. In addition, as a result of low trading volume, the Issuer no longer has a market maker for its Security on the Exchange and is traded in "Cabinet."

The Issuer stated in its application that it has complied with applicable rules of CHX, by providing CHX with the required documents governing the removal of securities from listing and registration on CHX. The Issuer's application relates solely to the withdrawal of the Security from listing on CHX and from registration under Section 12(b) of the Act,3 and shall not affect its obligation to be registered under Section 12(g) of the Act.4

Any interested person may, on or before July 6, 2005, comment on the facts bearing upon whether the application has been made in accordance with the rules of CHX, 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:

  • Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
  • Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-12072 or;

Paper comments:

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

All submissions should refer to File Number 1-12072. 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: 06/14/2005