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###### Securities and Exchange Commission

          - [Release No. 34-49169; File No. SR-NASD-2003-178] 

                    On December 3, 2003, the National Association of Securities Dealers, Inc. (“NASD” or “Association”), through its subsidiary, the Nasdaq Stock Market, Inc. (“Nasdaq”), filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          a proposed rule change to modify certain listing fees for foreign issuers and to make a technical change to the rule that pertains to record-keeping fees for issuers listed on The Nasdaq SmallCap Market.                 

                    The proposed rule change was published for comment in the                     **Federal Register**                     on December 15, 2003.[3]                                          The Commission received no comments on the proposal. This order approves the proposed rule change.                 

                    The Commission finds that the proposed rule change is consistent with the requirements of the Act and the rules and regulations thereunder applicable to a national securities association.[4]                                          In particular, the Commission believes that the proposed rule change is consistent with section 15A(b)(5) of the Act,[5]                                          in particular, in that the proposal provides for the equitable allocation of reasonable dues, fees, and other charges among members and issuers and other persons using any facility or system which the NASD operates or controls. Specifically, the Commission believes that the revised fee schedules should reduce the current disparity in the entry and annual fees that are paid by Nasdaq issuers.                 

*It is therefore ordered,*                     pursuant to section 19(b)(2) of the Act,[6]                                          that the proposed rule change (SR-NASD-2003-178) be, and it hereby is, approved.                 

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[7] 

Margaret H. McFarland, 

Deputy Secretary. 

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                    
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2.                             17 CFR 240.19b-4.                    
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3.                                                     *See*                         Securities Exchange Act Release No. 48889 (December 5, 2003), 68 FR 69736.                    
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4.                             In approving this proposed rule change, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f).                    
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5.                             15 U.S.C. 78*o*                        -3(b)(5).                    
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6.                             15 U.S.C. 78s(b)(2).                    
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7.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 04-2695 Filed 2-6-04; 8:45 am] 

BILLING CODE 8010-01-P