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###### Securities and Exchange Commission

          - [Release No. 34-55639; File No. SR-BSE-2007-15] 

                    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 April 2, 2007, the Boston Stock Exchange, Inc. (“BSE” or “Exchange”) 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 substantially prepared by the Exchange. The BSE has designated this proposal as one changing a due, fee, or other charge under Section 19(b)(3)(A)(ii) of the Act [3]                                          and Rule 19b-4(f)(2) 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 

                    The BSE proposes to amend the Boston Equities Exchange (“BeX”) fee schedule to provide for a credit in the amount of $0.0027 to which Liquidity Providers would be entitled. The text of the proposed rule change is available at                     *http://www.bostonstock.com*, at the BSE, 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, the Exchange 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. The Exchange has prepared summaries, set forth in Sections A, B, and C below, of the most significant aspects of such statements.                           ( print page 19991)    

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

#### 1. Purpose 

On November 20, 2006, the BSE filed File No. SR-BSE-2006-44, a rule filing that amended the existing BSE fee schedule and established a fee schedule for the BeX, a facility of the Exchange. The purpose of this filing is to amend certain transaction fees set forth in the BeX fee schedule. 

The BeX fee schedule presently provides for credits to Liquidity Providers, which credits vary depending upon whether the issues are considered Listed Issues or Nasdaq Issues as well as whether the trades are for a share price that is greater than or equal to $1.00 or less than $1.00. At the present time, Liquidity Providers in Listed Issues involving trades with a share price greater than or equal to $1.00 are entitled to a $0.0023 credit per share; Liquidity Providers in Nasdaq Issues involving trades with a share price greater than or equal to $1.00 are entitled to a credit of $0.0025 per share; Liquidity Providers in Listed Issues involving trades with a share price that is less than $1.00 are entitled to a credit of $0.0023 per share with a maximum of 0.3% of the quotation price per share; and Liquidity Providers in Nasdaq Issues involving trades with a share price that is less than $1.00 are entitled to a credit of $0.0025 per share with a maximum of 0.3% of the quotation price per share. 

                    The purpose of this proposed amendment to the BeX fee schedule is to standardize the credits to which Liquidity Providers are entitled by making the rate per share credit to which Liquidity Providers are entitled $0.0027 for providing liquidity in all issues, that is, Listed Issues and Nasdaq Issues, irrespective of the price at which the shares traded (subject to a maximum of 0.3% of the quotation price per share for Listed Issues and Nasdaq Issues priced below $1.00).[5]                                          This amendment to the BeX fee schedule will not only standardize the credits to which Liquidity Providers are entitled, but attract those Liquidity Providers to BeX by providing competitive credits for providing liquidity.                 

#### 2. Statutory Basis 

                    The Exchange believes that the proposed rule change is consistent with the requirements of Section 6(b) of the Act,[6]                                          in general, and furthers the objectives of Section 6(b)(4) of the Act,[7]                                          in particular, in that it is designed to provide for the equitable allocation of reasonable dues, fees and other charges among Exchange members and issuers and other persons using Exchange facilities.                 

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

The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act. 

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

The Exchange has neither solicited nor received comments on the proposed rule change. 

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

                    The foregoing proposed rule change has been designated as a fee change pursuant to Section 19(b)(3)(A)(ii) of the Act [8]                                          and Rule 19b-4(f)(2) thereunder,[9]                                          because it establishes or changes a due, fee, or other charge imposed by the Exchange. Accordingly, the proposal will take effect upon filing with the Commission.                 

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. 

## 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-BSE-2007-15 on the subject line.                 

### Paper Comments

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

                    All submissions should refer to File Number SR-BSE-2007-15. 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 Room. Copies of such filing also will be available for inspection and copying at the principal office of the BSE. 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 Number SR-BSE-2007-15 and should be submitted on or before May 11, 2007.                 

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

Nancy M. Morris, 

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)(ii).                     
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4.                             17 CFR 240.19b-4(f)(2).                     
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5.                             Telephone conversation between Brian Donnelly, Assistant Vice President, Regulation and Compliance, BSE, and Ira Brandriss, Special Counsel, Division of Market Regulation, Commission, April 16, 2007.                     
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6.                             15 U.S.C. 78f(b).                     
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7.                             15 U.S.C. 78f(b)(4).                     
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8.                             15 U.S.C. 78s(b)(3)(A)(ii).                     
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9.                             17 CFR 240.19b-4(f)(2).                     
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10.                                 17 CFR 200.30-3(a)(12).                         
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[FR Doc. E7-7552 Filed 4-19-07; 8:45 am] 

BILLING CODE 8010-01-P