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###### Securities and Exchange Commission

Notice is hereby given, pursuant to the provisions of the Government in the Sunshine Act, Pub. L. 94-409, that the Securities and Exchange Commission will hold the following meetings during the week of December 13, 2004:

A closed meeting will be held on Tuesday, December 14, 2004 at 2 p.m. and an Open meeting will be held on Wednesday, December 15, 2004 at 2 p.m. in Room 1C30, the William O. Douglas Room.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meeting. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(3), (4), (5), (7), (8), (9)(B), and (10) and 17 CFR 200.402(a)(3), (4), (5), (7), (8), 9(ii) and (10), permit consideration of the scheduled matters at the closed meeting.

Commissioner Atkins, as duty officer, voted to consider the items listed for the closed meeting in closed session and determined that no earlier notice thereof was possible.

The subject matter of the closed meeting scheduled for Tuesday, December 14, 2004, will be:

Formal orders of investigations;

Institution and settlement of injunctive actions;

Institution and settlement of administrative proceedings of an enforcement nature; and a regulatory matter regarding a financial institution.

The subject matter of the Open Meeting scheduled for Wednesday, December 15, 2004 will be:

1. The Commission will consider whether to republish for public comment proposed rules under Regulation NMS and two amendments to the joint industry plans for disseminating market information, to give the public an opportunity to review and comment on proposed modifications to the original rule text to reflect comments received. In particular, the Commission will consider whether to repropose the follow rules and amendments:

A. Rule 611 of Regulation NMS (“Order Protection Rule”), which would establish marketwide price protection for automated quotations that are immediately accessible;

B. Rule 610 of Regulation NMS (“Access Rule”), which would promote fair and non-discriminatory access to quotations through a private access approach and establish a limit on access fees to harmonize the pricing of quotations across different trading centers;

C. Rule 612 of Regulation NMS (“Sub-Penny Rule”), which would establish a uniform pricing increment of no less than a penny for orders, quotations, or indications of interest, except for those priced at less than $1.00 per share;

                    D. Amendments to Rules 11Aa3-1 and 11Ac1-2 under the Securities Exchange Act of 1934 (“Exchange Act”) (redesignated as Rule 601 and 603 of Regulation NMS) (“Market Data Rules”), which would update the requirements for consolidating, distributing, and displaying market information, and amendments to the joint industry plans for disseminating market information that would modify the formulas for allocating plan revenues (“Allocation Amendment”) and broaden                           ( print page 71857)                         participation in plan governance (“Governance Amendment”); and                

E. Redesignation of the national market system (“NMS”) rules adopted under the Exchange act and inclusion of those rules, as well as proposed Rules 610, 611, and 612, under Regulation NMS. Regulation NMS would also include a separate definitional rule that would (i) retain most of the definitions currently used in the NMS rules, (ii) include new definitions related to the reproposed rules, and (iii) update or eliminate obsolete definitions in the NMS rules.

For further information, please contact Jennifer Colihan, Special Counsel, at (202) 942-0735 (Order Protection Rule); David Liu, Attorney, at (202) 942-8085 (Access Rule); Ronesha Butler, Special Counsel, at (202) 942-0791 (Sub-Penny Rule); Sapna Patel, Special Counsel, at (202) 942-0166 (Market Data Rules, Allocation Amendment, and Governance Amendment); or Yvonne Fraticelli, Special Counsel, at (202) 942-0197 (Regulation NMS).

2. The Commission will consider whether to adopt new and amended rules and forms to address the registration, disclosure and reporting requirements for asset-backed securities under the Securities Act of 1933 and the Securities Exchange Act of 1934. The new and amended rules and forms relate to four primary regulatory areas: Securities Act registration; disclosure requirements; communications during the offering process; and ongoing reporting under the Exchange Act.

For further information, please contact Jeffrey J. Minton, Special Counsel, or Jennifer G. Williams, Attorney-Advisor, Office of Rulemaking, Division of Corporation Finance, at (202) 942-2910.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at (202) 942-7070.

Dated: December 8, 2004.

Jonathan G. Katz,

Secretary.

[FR Doc. 04-27251 Filed 2-8-04; 8:45 am]

BILLING CODE 8010-01-M