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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of Centrue Financial Corporation to Withdraw its Common Stock, $.01 par value, and Preferred Share Purchase Rights, from Listing and Registration on the American Stock Exchange LLC File No. 1-15025

June 2, 2005

On April 14, 2005, Centrue Financial Corporation, 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, $.01 par value, and preferred share purchase rights (collectively "Securities"), from listing and registration on the American Stock Exchange LLC ("Amex"). Notice of such application requesting comments was published in the Federal Register on May 10, 2005.3 No comments were received. As discussed below, the Commission is granting the application.

On October 19, 2004, the Board of Directors ("Board") of the Issuer approved a resolution to withdraw the Securities from listing and registration on Amex and to list the Securities on the Nasdaq National Market Systems ("Nasdaq"). The Board stated in its application that it believes that it is in the best interest of the Issuer and its shareholders to withdraw the Securities from Amex and to list on Nasdaq. The Issuer stated that the Securities began trading on Nasdaq on February 25, 2005.

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in Delaware, 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 withdrawal of the Securities from listing on the Amex and from registration under Section 12(b) of the Act,1 and Rule 12d2-2(d) thereunder,4 and shall not affect its obligation to be registered under Section 12(g) of the Act.1 and Rule 12d2-2(d) thereunder,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 June 3, 2005.

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

Jonathan G. Katz



Modified: 06/8/2005