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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of Brooke Corporation to Withdraw its Common Stock, $.01 par value, from Listing and Registration on the American Stock Exchange LLC File No. 1-13698

July 20, 2005

On June 13, 2005, Brooke Corporation, a Kansas 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, $.01 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 29, 2005.3 No comments were received. The Commission is granting the application as stated below.

On April 14, 2005, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Security from listing and registration on Amex and to list the Security on the Nasdaq National Market ("Nasdaq"). The Board believes that it is in the best interest of the Issuer and its shareholders to withdraw the Security from listing and registration on Amex and to list the Security on Nasdaq, because the Issuer believes that it will benefit from increased visibility to investors and an efficient electronic trading platform. The Issuer stated that it has been informed that its application to list the Security on Nasdaq has been approved.

The Issuer stated that it has met the requirements of Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration by complying with all the applicable laws in effect in Kansas, in which it is incorporated. The Issuer's application relates solely to the withdrawal of the Security from listing on 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 21, 2005.

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

Jonathan G. Katz



Modified: 07/21/2005