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###### Securities and Exchange Commission

          - [Release No. 34-50893; File No.  SR-NASD-2004-176)

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that on December 2, 2004, the National Association of Securities Dealers, Inc. (“NASD”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change, as described in Items I, II, and III below, which Items have been prepared by NASD. NASD has filed this proposed rule change pursuant to Section 19(b)(3)(A) of the Act [3]                                          and Rule 19b-4(f)(6) thereunder,[4]                                          which renders the proposal effective upon filing with the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.                 

## I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

                    NASD is proposing to extend through June 30, 2005, the current pilot price-improvement standards for decimalized securities contained in NASD Interpretive Material 2110-2, “Trading Ahead of Customer Limit Order” (“Manning Interpretation” or “Manning”). Without such an extension, these standards will expire on December 31, 2004. NASD proposes to extend the pilot's expiration date to June 30, 2005,[5]                                          NASD does not propose to make any substantive changes to the pilot. The text of the proposed rule change is available at the NASD's Office and at the Commission's Public Reference Room.                 

## II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, NASD included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The text of these statements may be examined at the places specified in Item IV below. NASD has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements. 

### A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

#### 1. Purpose

                    NASD's Manning Interpretation requires an NASD member firm to provide a minimum level of price improvement to an incoming order in an NMS or SmallCap security if the firm chooses to trade as principal with the incoming order at a price superior to a customer limit order that it currently holds. If the firm fails to provide the minimum level of price improvement to the incoming order, the firm must execute the held customer limit order. Generally, if a firm fails to provide the requisite amount of price improvement and also fails to execute the held                           ( print page 78079)                        customer limit order, it is in violation of the Manning Interpretation.                 

                    On April 6, 2001, the Commission approved, on a pilot basis, price-improvement standards for decimalized securities contained in Manning.[6]                                          Since approval, these standards continue to operate on a pilot basis which terminates on December 31, 2004.[7]                                          NASD has determined to seek an extension of its current Manning pilot until June 30, 2005. NASD believes that such an extension provides for an appropriate continuation of the current Manning price-improvement standard while the Commission continues to analyze the issues related to customer limit order protection in a decimalized environment. NASD is not proposing any other changes to the pilot at this time.                 

#### 2. Statutory Basis 

                    NASD believes that the proposed rule change is consistent with the provisions of Section 15A of the Act,[8]                                          in general, and with Section 15A(b)(6) of the Act,[9]                                          in particular, which requires, among other things, that NASD rules must be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest.                 

### B. Self-Regulatory Organization's Statement on Burden on Competition

NASD does not believe that the proposed rule change will result in any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act, as amended. 

### C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

Written comments were neither solicited nor received by NASD.

## III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

                    NASD asserts that the proposed rule change is immediately effective pursuant to Section 19(b)(3)(A) of the Act [10]                                          and Rule 19b-4(f)(6) thereunder [11]                                          because it: (i) does not significantly affect the protection of investors or the public interest; (ii) does not impose any significant burden on competition; and (iii) does not become operative for 30 days from the date on which it was filed, or such shorter time as the Commission may designate if consistent with the protection of investors and the public interest.[12] 

                    NASD proposes to make the proposed rule change operative on January 1, 2005, and requests that the Commission waive the 30-day operative date. The Commission hereby grants this request.[13]                                          The Commission believes that waiving the 30-day pre-operative period is consistent with the protection of investors and the public interest because it will allow the benefits of investors resulting from the pilot to continue uninterrupted. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.                

## IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:

### Electronic Comments

    - Use the Commission's Internet comment form ( http://www.sec.gov/​rules/​sro.shtml ); or                
    - Send an e-mail to rule-comments@sec.gov.                      Please include File Number SR-NASD-2004-176 on the subject line.                

### 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 SR-NASD-2004-176. This file number should be included on the subject line if e-mail is used. To help the Commission 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/​sro.shtml*). Copies of the submission, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Section, 450 Fifth Street, NW., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at the principle office of NASD. All comments received will be posted without change; the Commission does not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly. All submissions should refer to the File Number SR-NASD-2004-176 and should be submitted on or before January 19, 2005.                

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[14] 

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.                             15 U.S.C. 78s(b)(3)(A).                    
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4.                             17 CFR 240.19b-4(f)(6).                    
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5.                             NASD understands that the Commission's proposed Regulation NMS may have an impact on this pilot program. Accordingly, NASD has represented that it will undertake to work with the Commission to ensure that the pilot program would be consistent with the rules and regulations contained in Regulation NMS, if and when it is adopted. Telephone Conversation between Andrea Orr, Assistant General Counsel, NASD, and Ronesha A. Butler, Special Counsel, Division of Market Regulation, Commission, on December 20, 2004.                    
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6.                                                     *See*                         Securities Exchange Act Release No. 34-44165 (April 6, 2001), 66 FR 19268 (April 13, 2001).                    
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7.                                                     *See*                         Securities Exchange Act Release No. 34-48876 (December 4, 2003), 68 FR 69103 (December 11, 2003).                    
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8.                             15 U.S.C. 78o-3
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9.                             15 U.S.C. 78o-3(b)(6).                    
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10.                             15 U.S.C. 78s(b)(3)(A).                    
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11.                             17 CFR 240.19b-4(f)(6).                    
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12.                             In addition, to submit a filing pursuant to Rule 19b-4(f)(6) under the Act, paragraph (f)(6)(iii) thereof also requires the Exchange to give the Commission written notice of its intent to file the proposed rule change, along with a brief description and text of the proposed rule change, at least five business days prior to the date of filing of the proposed rule change, or such shorter time as designated by the Commission. NASD complied with this requirement.                    
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13.                             For purposes only of accelerating the operative date of this  proposal, the Commission has considered the proposed rule's impact on efficiency, competition, and capital formation.                         *See*15 U.S.C. 78c(f).                    
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14.                                 17 CFR 200.30-3(a)(12).                        
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[FR Doc. 04-28443  Filed 12-28-04; 8:45 am]

BILLING CODE 8010-01-M