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###### Securities and Exchange Commission

          - [Release No. 34-54444; File No. SR-NSCC-2006-02] 

                    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),[1]                                          notice is hereby given that on February 15, 2006, the National Securities Clearing Corporation (“NSCC”) filed a proposed rule change with the Securities and Exchange Commission (“Commission”) and on July 21, 2006, and August 18, 2006, amended the proposed rule change as described in Items I, II, and III below, which Items have been prepared primarily by NSCC. NSCC filed the proposed rule change pursuant to Section 19(b)(3)(A)(i) of the Act [2]                                          and Rule 19b-4(f)(1) [3]                                          thereunder so that the proposal was 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 

The proposed rule change will clarify NSCC's rules that it will provide unaudited quarterly financial statements to its members for the first three quarters of the calendar year only. 

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

                    In its filing with the Commission, NSCC included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed                           ( print page 55248)                        rule change. The text of these statements may be examined at the places specified in Item IV below. NSCC has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.[4] 

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

                    The purpose of the proposed rule change is to further harmonize and clarify the rules of The Depository Trust & Clearing Corporation's clearing agency subsidiaries. In this filing, NSCC proposes to conform NSCC Rule 35 concerning providing financial reports to its members to the equivalent rule of The Depository Trust Company (“DTC”), DTC Rule 15. Specifically, the rule change would clarify NSCC's longstanding practice of providing unaudited quarterly financial statements to its members for the first three quarters of the calendar year only.[5] 

                    NSCC believes that the proposed rule change is consistent with the requirements of Section 17A of the Act [6]                                          and the rules and regulations thereunder because it constitutes a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule of NSCC and as such does not adversely affect the safeguarding of securities or funds in the custody or control of NSCC or for which it is responsible.                 

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

NSCC does not believe that the proposed rule change will have any impact or impose any burden on competition. 

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

NSCC has not solicited or received written comments relating to the proposed rule change. NSCC will notify the Commission of any written comments it receives. 

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

                    The foregoing rule change has become effective pursuant to Section 19(b)(3)(A)(i) [7]                                          of the Act and Rule 19b-4(f)(1) [8]                                          thereunder because it constitutes a stated policy, practice, or interpretation with respect to the meaning, administration, or enforcement of an existing rule. At any time within 60 days of the filing of the proposed rule change, the Commission may summarily abrogate such 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.[9] 

## IV. Solicitation of Comments 

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change, as amended, 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 No. SR-NSCC-2006-02 on the subject line.                 

### Paper Comments 

    - Send paper comments in triplicate to Nancy M. Morris, Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

                    All submissions should refer to File No. SR-NSCC-2006-02. 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, 100 F Street, NE., Washington, DC 20549. Copies of such filing also will be available for inspection and copying at NSCC's principal office and on NSCC's Web site at                     *http://www.nscc.com/​legal/​index.html*. 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 File No. SR-NSCC-2006-02 and should be submitted on or before October 12, 2006.                 

                        For the Commission by the Division of Market Regulation, pursuant to delegated authority.[10] 

Jill M. Peterson, 

Assistant Secretary. 

# Footnotes

1.                             15 U.S.C. 78s(b)(1).                     
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2.                             15 U.S.C. 78s(b)(3)(A)(i).                     
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3.                             17 CFR 240.19b-4(f)(1).                     
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4.                             The Commission has modified the text of the summaries prepared by NSCC.                     
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5.                             Annual audited financial statements are provided to members after the last calendar quarter of the year.                     
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6.                             15 U.S.C. 78q-1.                     
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7.                             15 U.S.C. 78s(b)(3)(A)(i).                     
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8.                             17 CFR 240.19b-4(f)(1).                     
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9.                             For purposes of calculating the 60-day period within which the Commission may summarily abrogate the proposed rule change under Section 19(b)(3)(C) of the Act, the Commission considers the period to commence on August 18, 2006, the date on which the last amendment to the proposed rule change was filed with the Commission. 15 U.S.C. 78s(b)(3)(C).                     
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10.                                 17 CFR 200.30-3(a)(12).                         
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[FR Doc. 06-7838 Filed 9-20-06; 8:45 am] 

BILLING CODE 8010-01-P