SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Issuer Delisting; Notice of Application of Mercury Air Group, Inc. to Withdraw its Common

Stock, $.01 par value, from Listing and Registration on the American Stock Exchange LLC

File No. 1-07134

January 5, 2006

On December 13, 2005, Mercury Air Group, Inc., 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 ("Security"), from listing and registration on the

American Stock Exchange LLC ("Amex").

On September 16, 2005, the Board of Directors ("Board") of the Issuer unanimously

approved resolutions to withdraw the Security from listing and registration on Amex. The Issuer

stated that the Board is taking such action for the following reasons: (i) to eliminate the costs of

compliance with Section 404 of the Sarbanes-Oxley Act and related regulations estimated to be

up to $3,000,000 through June 30, 2007 and approximately $500,000 per year thereafter; (ii) to

reduce the limited time that management and other employees will have to spend to implement

the Section 404 internal controls certificate provisions of the Sarbanes-Oxley Act, thus enabling

them to devote more of their time and energy to the Issuer's strategy and operations.

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 providing written notice of withdrawal to Amex.

1

15 U.S.C. 78l(d).

2

17 CFR 240.12d2-2(d).

2

The Issuer's application relates solely to withdrawal of the Security from listing on the

Amex and from registration under Section 12(b) of the Act.3

Any interested person may, on or before January 31, 2006 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:

•

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 1-07134 or;

Paper comments:

•

Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and

Exchange Commission, 100 F Street, NE, Washington, DC 20549-9303.

All submissions should refer to File Number 1-07134. 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.

3

15 U.S.C. 781(b).

3

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

authority. 4

Nancy M. Morris

Secretary

4

17 CFR 200.30-3(a)(1).