Issuer Delisting; Notice of Application of Morgan's Foods, Inc. To Withdraw Its Common Stock, No Par Value, From Listing and Registration on the American Stock Exchange LLC File No. 1-08395

On June 30, 2004, Morgan's Foods, Inc., an Ohio 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”) and Rule 12d2-2(d) thereunder, to withdraw its common stock, no par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Board of Directors (“Board”) of the Issuer unanimously approved a resolution on June 29, 2004 to withdraw the Issuer's Security from listing on the Amex. The Board states that the reasons it is taking such action are as follows: (i) The Issuer's revenues and income over more than the last two fiscal years have decreased as a result of continuing ineffective and inadequate product promotions and a lack of relevant menu additions by the Issuer's KFC franchisor; (ii) the Issuer's efforts to re-establish compliance with the Amex's listing standards have not been successful; and (iii) the Issuer discussed, with Amex representatives, the expectations for a further year-over-year decline in revenues and income for the first fiscal quarter of 2005, again, primarily as a result of ineffective and inadequate product promotions and a lack of relevant menu additions by the Issuer's KFC franchisor. In light of the foregoing, the Board states that it is in the best interest of the Issuer to withdraw the Issuer's Security from listing and registration on the Amex. The Issuer states that it is currently seeking to make a market for the Security in the OTC Pink Sheets.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in the State of Ohio, 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 on the Amex and from registration under Section 12(b) of the Act, and shall not affect its obligation to be registered under Section 12(g) of the Act.

Any interested person may, on or before August 20, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the 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

• Send an e-mail to rule-comments@sec.gov. Please include the File Number 1-08395 or;

Paper Comments

• Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-08395. 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, 450 Fifth Street, NW., Washington, DC 20549. 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.