UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                     FORM 25

                   NOTIFICATION OF REMOVAL FROM LISTING AND/OR
                     REGISTRATION UNDER SECTION 12(b) OF THE
                        SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number  001-32300
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            ISSUER: SmartPros Ltd; EXCHANGE: American Stock Exchange
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 (Exact name of Issuer as specified in its charter, and name of Exchange where
                     security is listed and/or registered)

                      12 Skyline Drive Hawthorne, New York
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   (Address, including zip code, and telephone number, including area code, of
                     Issuer's principal executive offices)

Common Stock, par value $.0001 per share and Common Stock Purchase Warrants
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                      (Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to
strike the class of securities from listing and registration:

|_|  17CFR240.12d2-2(a)(1)

|_|  17CFR240.12d2-2(a)(2)

|_|  17CFR240.12d2-2(a)(3)

|_|  17CFR240.12d2-2(a)(4)

|_| Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules
to strike the class of securities from listing and/or withdraw registration on
the Exchange.(1)

|X| Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of
the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the
voluntary withdrawal of the class of securities from listing and registration on
the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, SMARTPROS
LTD. (Name of Issuer or Exchange) certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing the Form 25 and has
caused this notification to be signed on its behalf by the undersigned duly
authorized person.




                                                                         
           April 21, 2008               By  /s/Allen S. Greene                       Chief Executive Officer
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                Date                                    Name                                  Title