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###### Securities and Exchange Commission

          - [Release No. 34-57758; File No. SR-CBOE-2008-44] 

                    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”) [1]                                          and Rule 19b-4 thereunder,[2]                                          notice is hereby given that on April 15, 2008, the Chicago Board Options Exchange, Incorporated (“CBOE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have been prepared substantially by the Exchange. On April 30, 2008, the Exchange submitted Amendment No. 1 to the proposed rule change. The Commission is publishing this notice to solicit comments on the proposed rule change, as amended, from interested persons, and is granting accelerated approval to the proposed rule change.                 

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

                    The Exchange proposes to amend CBOE Rule 31.5(I), which provides the requirements for the listing and trading of Equity Linked Term Notes (“ELTNs”) on the Exchange. The text of the proposed rule change is available at the principal office of the Exchange, the Commission's Public Reference Room, and                     *http://www.cboe.com.*

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

In its filing with the Commission, CBOE included statements concerning the purpose of, and basis for, the proposed rule change. The text of these statements may be examined at the places specified in Item III below. CBOE 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 

                    Rule 19b-4(e)[3]                                          under the Act provides that the listing and trading of a new derivative securities product by a self-regulatory organization shall not be deemed a proposed rule change, pursuant to paragraph (c)(1) of Rule 19b-4,[4]                                          if the Commission has approved, pursuant to section 19(b) of the Act,[5]                                          the self-regulatory organization's trading rules, procedures, and listing standards for the product class that would include the new derivative securities product, and the self-regulatory organization has a surveillance program for the product class. The Exchange proposes to amend CBOE Rule 31.5(I), which sets forth CBOE's listing standards for ELTNs, to clarify that the listing and trading of ELTNs on CBOE, including the trading of ELTNs on CBOE pursuant to unlisted trading privileges, is subject to Rule 19b-4(e) under the Act.                 

#### 2. Statutory Basis 

                    Because this proposal clarifies that the listing and trading of ELTNs on the Exchange is subject to Rule 19b-4(e) under the Act,[6]                                          the Exchange believes that the proposal is consistent with the Act and the rules and regulations thereunder and, in particular, the requirements of Section 6(b) of the Act.[7]                                          Specifically, the Exchange believes that the proposal is consistent with the Section 6(b)(5) [8]                                          requirements that the rules of an exchange be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest.                 

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

                    CBOE does not believe that the proposed rule change will impose any burden on competition that is not                           ( print page 25815)                        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 

No written comments were solicited or received with respect to the proposed rule change. 

## III. 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-CBOE-2008-44 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 Number SR-CBOE-2008-44. 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, 100 F Street, NE., Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. 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-CBOE-2008-44 and should be submitted on or before May 28, 2008.                 

## IV. Commission's Findings and Order Granting Accelerated Approval of the Proposed Rule Change 

                    After careful consideration, 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 exchange.[9]                                          In particular, the Commission finds that the proposed rule change is consistent with section 6(b)(5) of the Act,[10]                                          which requires that the rules of an exchange be designed, among other things, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to remove impediments to and perfect the mechanism of a free and open market and a national market system, and, in general, to protect investors and the public interest.                 

                    The Commission finds good cause for approving this proposal before the 30th day after the publication of notice thereof in the                     **Federal Register**                    . The proposal seeks to clarify that the Exchange's listing and trading of ELTNs is subject to Rule 19b-4(e) under the Act. Therefore, the Commission does not believe that the Exchange's proposal raises any novel regulatory issues. The Commission believes that accelerating approval of this proposal would ensure that the Exchange's rules clearly reflect the standards for listing and trading of ELTNs and conform the rules to those of other Exchanges without undue delay.[11] 

## V. Conclusion 

*It is therefore ordered,*                     pursuant to section 19(b)(2) of the Act,[12]                                          that the proposed rule change, as amended (SR-CBOE-2008-44), be, and it hereby is, approved on an accelerated basis.                                    

                        For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.13

Florence E. Harmon, 

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.                             17 CFR 240.19b-4(e).                     
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4.                             17 CFR 240.19b-4(c)(1).                     
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5.                             15 U.S.C. 78s(b).                     
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6.                             17 CFR 240.19b-4(e).                     
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7.                             15 U.S.C. 78f(b).                     
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8.                             15 U.S.C. 78f(b)(5).                     
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9.                             In approving this rule change, the Commission notes that it has considered the proposed rule's impact on efficiency, competition, and capital formation.                         *See*15 U.S.C. 78c(f).                    
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10.                             15 U.S.C. 78f(b)(5).                     
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11.                                                     *See e.g.,*                         International Securities Exchange Rule 2130 and NYSE Arca Rule 5.2(j)(2).                    
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12.                             15 U.S.C. 78s(b)(2).                    
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13.                                 17 CFR 200.30-3(a)(12).                        
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 [FR Doc. E8-10071 Filed 5-6-08; 8:45 am] 

BILLING CODE 8010-01-P